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HomeMy WebLinkAboutCity of Tamarac Resolution R-92-0021 2 3 f ]SI Temp. Reso. #6184 Revised 11/25/91 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-92- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TAMARAC AUTHORIZING THE CITY MANAGER TO LEASE -PURCHASE THE MAPGRAPHIX SYSTEM FOR THE CITY OF TAMARAC MACINTOSH PERSONAL COMPUTER SYSTEM; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, during the 1991-92 budget workshop and hearing process the City Council supported the need for a geographic information system; and WHEREAS, a geographic information system will enhance the policy decision making capability of the City; and WHEREAS, a geographic information system will assist in the implementation of the comprehensive plan; and WHEREAS, a geographic information system will bring economies of scale and efficiencies to the storage and manipula- tion of the various data bases which now exist in the various departments of the City of Tamarac; and WHEREAS, Comgraphix is the sole source for the delivery of MapGraphix for the Macintosh Computer System; and WHEREAS, the components specified as "Apple" can be lease --purchased under the State of Florida contract. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: That the City Council hereby approves and authorizes the execution and delivery of the Lease with Option to Purchase Agreement dated November 12, 1991 between the City of Tamarac and the Kansas State Bank of Manhattan, for a Map- graphix System (geographic information system) for the Macintosh computer system from Comgraphix, Inc., a copy of said agreement being attached hereto as "Exhibit 1". SECTION 2: The total cost of this lease purchase is $24,913.44 to be paid in monthly lease payments of $692.04. At the end of the lease period (36 months) the City will purchase the system for $1.00. The cost annually to the General Fund (Account #001-142-515-440) is $4,152.24. The cost annually to the Utilities Fund (Account #425-362-536-440) is $4,152.24. 3 3 4 f i SECTION 3: This Resolution immediately upon adoption. Temp. Reso. #6184 shall become effective PASSED, ADOPTED AND APPROVED this 5&hday of , 1992. ATTEST: CAROL A. EVANS CITY CLERK I HEREBY CERTIFY that I have approved t s oluti.on as to ALAN F. CITY ATTORPSY 31 a: 3s' • NORMAN ABRAMOWITZ MAYOR RECORD OF COUNCIL VOTE - MAYOR �. A6ptAKgW11T77 DISTRICT 1: _z DISTRICT 2:72i� DISTRICT3:, . I DISTRICT 4: / i'.F , 0"R iii.. LEASE WITH OPTION TO PURCHASE AGREEMENT 46(e. 7 �` Lessee: Lessor: City of Tamarac Kansas State Bank of Manhattan 7S25 Northwest 88th Avenue 1010 Westloop Tamarac, Florida 33321 Manhattan, Kansas 66502 Dated as of November 12 19 1 This Lease With Option to Purchase Agreement dated as of the date listed above is between Lessor and Lessee listed directly above. Lessor desires to lease the Equipment described in Exhibit "A" to Lessee and Lessee desires to lease the Equipment from Lessor subject to the terms and conditions of this Agreement which are set forth below. I. Definitions: Section 1.01. Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Agreement" means this Lease with Option to Purchase Agreement and all Exhibits attached hereto. "Budget Year" means the Lessee's fiscal year. "Commencement Date" is the date when and Lessee's obligation to pay rent begins. "Equipment" means all of the items of Equipment listed on Exhibit "A" and all replacements, restorations, modifications and improvements. "Lessee" means the entity listed above as Lessee and which is leasing the Equipment from Lessor under the provisions of this Agreement. "Lessor" means the entity originally listed above as Lessor or any of its assignees. "Lease Term" means the Original Term and all Renewal Terms. "Original Term" means the period from the Commencement Date until the end of the budget year of Lessee. "Renewal Term" means the annual term which begins at the end of the Original Term and which is simultaneous with Lessee's budget year. "Rental Payments" means the payments Lessee is required to make under this Agreement as set forth on Exhibit "B". "State" means the state in which Lessee is located. .IL Lessee Warranties Section 2.01. Lessee represents, warrants and covenants as follows for the benefit of Lessor or its assignees: (a) Lessee is an "issuer of tax exempt obligations" because Lessee is the State or a political subdivision of the State within the meaning of Section 103(a) of the Internal Revenue Code of 1986, as amended, (the "Code") or because.Lessee is a constituted authority or district authorized to issue obligations on behalf of the State or political subdivision of the State within the meaning of Treasury Regulation 1.103-1(b) (b) Lessee is authorized under the Constitution and laws of the State to enter into this Agreement, and has used such authority to properly execute and deliver this Agreement. Lessee has followed all proper procedures of its governing body in executing this Agreement. The Officer of Lessee executing this Agreement has the authority to execute and deliver this Agreement. This Agreement constitutes a legal, valid, binding and enforceable obligation of the Lessee in accordance with its terms. (c) Lessee has complied with all statutory laws and regulations which may be applicable to the execution of this Agreement. (d) Lessee shall use the Equipment only for essential, traditional government purposes. (e) Should the IRS disallow the tax-exempt status of the Interest Portion of the Rental Payments as a result of the failure of the Lessee to use the Equipment for governmental purposes, then Lessee shall be required to pay additional sums to the Lessor or its assignees so as to bring the after tax yield to the same level as the Lessor or its assignees would attain if the transaction continued to be tax-exempt. (f) Should the Lessee cease to be an "issuer of tax exempt obligations", then Lessee shall be required to pay additional sums to the Lessor or its assignees so as to bring the after tax yield on this Agreement to the same level as the Lessor or its assignees would attain if the transaction continued to be tax-exempt. I (g) Lessee hereby designates the Agreement as a "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the Internal Revenue Code of 1986. The aggregate face amount of all tax-exempt obligations issued or to be issued by the Lessee and all subordinate entities thereof during the Issuance Year is not reasonably expected to exceed ten million (10,000,000) dollars. (h) Lessee has never non -appropriated funds under an Agreement similar to this Agreement. (i) Lessee will submit to the Secretary of the Treasury an information reporting statement as required by the code. (j) Upon request by Lessor, Lessee will provide to Lessor with current financial statements, reports, budgets, etc. (k) Lessee shall retain the Equipment free of any hazardous substances as defined in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et, seq. as amended and supplemented. . Section 2.02. Escrow Agreement. In the event both Lessor and Lessee mutually agree to utilize an Escrow Account, then immediately following the execution and delivery of this Agreement, Lessor and Lessee agree to execute and deliver and to cause Escrow Agent to execute and deliver the Escrow Agreement. This Agreement shall take effect only upon execution and delivery of the Escrow Agreement by the parties thereto. Lessor shall deposit or cause to be deposited with the Escrow agent for credit to the Equipment Acquisition Fund the sum of S NIA , which shall be held, invested and disbursed in accordance with the Escrow Agreement. aw K 4;z! III. Acquisition of Equipment, Rental Payments and the Purchase Option Price p, Section 3.01. Acquisition. Lessee shall order the Equipment, cause the Equipment to be delivered and installed. Section 3.02. Rental Payments. Lessee shall pay Rental Payments exclusively to Lessor or its assignees in lawful, legally available money of the United States of America. The Rental Payments shall be sent to the location specified by the Lessor or its assignees. The amount and date of each Rental Payment shall be paid as set forth on Exhibit `B". The Rental Payments shall constitute a current expense of the Lessee and shall not constitute an indebtedness of the Lessee. Lessor shall have the option to charge interest at the highest lawful rate on any Rental Payment received later than the due date. Section 3.03. Rental Payments Unconditional. Except as provided under Section 4.01, THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS CONTAINED IN THIS AGREEMENT SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE. Section 3.04. Purchase Option Price. Upon 30 days written notice, Lessee shall have the option to pay, in addition to the Rental Payment, the corresponding Purchase Option Price which is listed on the same line on Exhibit B. If Lessee chooses this option and pays the Purchase Option Price to Lessor then Lessor will transfer any and all of it's rights, title and interest in the Equipment to Lessee. Section 3.05. Disclaimer of Warranties. ,LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO THE EQUIPMENT. LESSOR SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF THE INSTALLATION, OPERATION, POSSESSION, STORAGE OR USE OF THE EQUIPMENT BY LESSEE. IV. Non -Appropriation Section 4.01. Non -Appropriation. If insufficient funds are available in Lessee's budget for the next budget year to make the Rental Payments for the next Renewal Term and the funds to make such Rental Payments are otherwise unavailable by any lawful means whatsoever, then Lessee shall have the option to non -appropriate the funds to pay the Rental Payments for the next Renewal Term. If Lessee chooses this option, then all obligations of the Lessee under this Agreement regarding Rental Payments for all remaining Renewal Terms shall be terminated at the end of the then current Original Term or Renewal Term without penalty or liability to the Lessee of any kind. Lessee shall immediately notify the Lessor as soon as the decision to non -appropriate is made. If such non -appropriation occurs, then Lessee shall deliver the Equipment to Lessor or to a location designated by Lessor at Lessee's expense. Lessee shall be liable for all damage to the equipment other .than normal wear and tear. If Lessee fails to deliver the Equipment to Lessor, then Lessor may enter the premises where the Equipment is located and take possession of the Equipment and charge Lessee for costs incurred. If Lessee non -appropriates under this section, then Lessee shall not purchase, lease or rent Equipment performing same or similar functions to those performed by the Equipment for a period of 360 days unless otherwise prohibited by public policy considerations. V. Insurance, Damage, Insufficiency of Proceeds, Indemnification Section 5.01. Insurance. Lessee shall maintain both casualty insurance and liability insurance at its own expense with respect to the Equipment. Lessee shall be solely responsible for selecting the insurer(s) and for making all premium payments and ensuring that all policies are continuously kept in effect during the period when Lessee is required to make Rental Payments. Lessee shall provide Lessor with a Certificate of Insurance which lists the Lessor and/or Assigns as a Loss Payee and an Additional Insured on the policies with respect to the Equipment. (a) Lessee shall insure the Equipment against any loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Lessor in an amount at least equal to the then applicable Purchase Price of the Equipment. Alternatively, Lessee may insure the Equipment under a blanket insurance policy or policies. (b) The liability insurance shall insure Lessor from liability and property damage in any form and amount satisfactory to Lessor. (c) Lessee may self -insure against the casualty risks and liability risks described above. If Lessee chooses this option, Lessee must furnish Lessor with a certificate and/or other documents which evidences such coverage. (d) All insurance policies issued or affected by this Section shall be so written or endorsed such that the Lessor and its assignees are named insureds and loss payees and that all losses are payable to Lessee and Lessor or its assignees as their interests may appear. Each policy issued or affected by this Section shall contain a provision that the insurance company shall not cancel or materially modify the policy without first giving thirty (30) days advance notice to Lessor or its assignees. Lessee shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term. Section 5.02. Damage to or Destruction of Equipment. Lessee assumes the risk of loss or damage to the Equipment. If the Equipment or any portion thereof is lost, stolen, damaged, or destroyed by fire or other casualty, Lessee will immediately report all such losses to all possible insurers and take the proper procedures to attain all insurance proceeds. At the option of Lessor, Lessee shall either (1) apply the Net Proceeds to replace, repair or restore the Equipment or (2) apply the Net Proceeds to the applicable Purchase Option Price. For purposes of this Section and Section 5.03, the term Net Proceeds shall mean the amount of insurance proceeds collected from all applicable insurance policies after deducting all expenses incurred in the collection thereof. t t 1`q,.Q- -,2.2 Section 5.03. Insufficiency of Net Proceeds. If there are no Net Proceeds for whatever reason or if .the Net Proceeds are insufficient to pay in full the cost of any replacement, repair, restoration, modification or improvement of the Equipment, then Lessee shall, at the option of Lessor, either (1) complete such replacement, repair, restoration, modification of improvement and pay any costs thereof in excess of the amount of the Net Proceeds or (2) apply the Net Proceeds to the Purchase Option Price and pay the deficiency to the Lessor. Section 5.04. Indemnification. To the extent permitted by law, Lessee shall protect, hold harmless and indemnify Lessor and its assignees from all liability, claims, damages and costs incurred by Lessor and its assignees which arose out of installation, operation, possession, storage, or use of any item of the Equipment. This would include all expenses, including attorney's fees, incurred by Lessor or its assignees in defending any claims or actions filed against them as well as any judgement entered against Lessor or its assignees. Section 5.05. Lessee's Negligence. Lessee assumes all risks and liabilities for loss or damage to any Equipment, injury to or death of any person or damage to any property, and any cost recovery for removal and remediation actions related to the release or threatened release of hazardous substances under Comprehensive Enviromental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act or any state or local equivalent now existing or hereinafter enacted which in any manner arise out of or are incident to any possession, use, operation, condition or storage of any Equipment by the Lessee. VI. Title and Security Interest Section 6.01. Title. Title to the Equipment shall vest in Lessee when Lessee acquires and accepts the Equipment. Title to the Equipment will automatically transfer to the Lessor in the event Lessee non -appropriates under Section 4.01 or in the event Lessee defaults under Section 9.01. In either of such events, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of legal title to the Equipment to Lessor. Section 6.02. Security Interest. To secure the payment of all Lessee's obligations under this Agreement, Lessee hereby grants to Lessor a Security Interest under the Uniform Commercial Code constituting a first lien on the Equipment described more fully on Exhibit W. The security interest established by this section includes not only all additions, attachments, repairs and replacements to the Equipment but also all proceeds therefrom. Lessee agrees to execute such additional documents which Lessor deems necessary or appropriate to establish and maintain its security interest and the security interest of any assignee of Lessor in the Equipment. VII. Assignment Section 7.01. Assignment by Lessor. All of Lessor's rights, title and/or interest in and to this Agreement may be assigned and reassigned in whole or in part to one or more assignees or subassignees (including a Registered Owner for Lease Participation Certificates) by Lessor at any time without the consent of Lessee. No such assignment shall be effective as against Lessee until the assignor shall have filed with Lessee written notice of assignment identifying the assignee. Lessee shall pay all Rental Payments due hereunder relating to such Equipment to or at the direction of Lessor or the assignee named in the notice of assignment. Lessee shall keep a complete and accurate record of all such assignments. Section 7.02. Assignment by Lessee. None of Lessee's right, title and interest under this Agreement and in the Equipment may be assigned by Lessee unless Lessor approves of such assignment in writing before such assignment occurs and only after Lessee first obtains an opinion from nationally recognized counsel stating that such assignment will not jeopardize the tax-exempt status of the obligation. VIII. Maintenance of Equipment Section 8.01. Lessee shall keep the Equipment in good repair and working order. Lessor shall have no obligation to inspect, test, service, maintain, repair or make improvements or additions to the Equipment under any circumstances. Lessee will be liable for all damage to the Equipment, other than normal wear and tear, caused by Lessee, its employees or its agents. Lessee shall pay for and obtain all permits, licenses and taxes necessary for the installation, operation, possession, storage or use of the Equipment. Lessee shall not use the Equipment to haul, convey or transport hazardous waste as defined in the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et. seq. Lessee shall not during the term of this Agreement create, incur or assume any levies, liens or encumbrances of any kind with respect to the Equipment except those created by this Agreement. The Equipment is and shall at all times be and remain personal property. Lessee shall allow Lessor to examine and inspect the Equipment at all reasonable times. IX. Default Section 9.01. Events of Default defined. The following events shall constitute an "Event of Default" under this Agreement: (a) Failure by Lessee to pay any Rental Payment listed on Exhibit "S" for fifteen (15) days after such payment is due according to the Payment Date listed on Exhibit W. (b) Failure to pay any other payment required to be paid under this Agreement at the time specified herein and a continuation of said failure for a period of fifteen (15) days after written notice by Lessor that such payment must be made. If Lessee continues to fail to pay any payment after such period, then Lessor may, but will not be obligated to, make such payments and charge Lessee for all costs incurred plus interest at the highest lawful rate. (c) Failure by Lessee to observe and perform any warranty, covenant, condition, promise or duty under this Agreement for a period of thirty (30) days after written notice specifying such failure is given to Lessee by Lessor, unless Lessor agrees in writing to an extension of time. Lessor will not unreasonably withhold its consent to an extension of time if corrective action is instituted by Lessee. Subsection (c) does not apply to Rental Payments and other payments discussed above. E INSURANCE REQUIREMENTS RE: Lease With Option To Purchase Agreement Pursuant to Article V, you have agreed to provide us evidence of insurance covering the property subject to the above referenced Agreement. A Certificate of Insurance naming all insured parties and coverages must be delivered to us as soon as possible, but no later than the date on which delivery of equipment occurs. All requirements must be met before transaction will be funded. In the case of self-insurance, the amounts of liability and physical damage coverage are to be listed on some form of certificate supplied by you. In addition, information regarding the nature of your self-insurance program should also be forwarded to us. INSURANCE REQUIREMENTS: 1. LIABILITY: Minimum of $1,000,000 combined single -limit on bodily injury and property damage. *Kansas State Bank and/or Assigns must be listed as ADDITIONAL INSURED AND LOSS PAYEE. 2. PHYSICAL DAMAGE: All risk coverage to guarantee proceeds sufficient to pay the applicable Purchase Option Price as set forth in Exhibit B of the Agreement. *Kansas State Bank and/or Assigns must be named as ADDITIONAL INSURED AND LOSS PAYEE. 3. ENDORSEMENT: Lessor will receive at least ten (10) days written notice from insurer prior to alteration, cancellation or reduction of Insurance coverage. IF POSSIBLE, PLEASE FAX THE CERTIFICATE TO US AS SOONAS POSSIBLE AT 913-537-4407. THE ORIGINAL CERTIFICATE OF INSURANCE SHOULD BE MAILED TO: BAYSTONE FINANCIAL GROUP 1010 WESTLOOP SUITE 201 MANHATTAN, KANSAS 66M2 Thank you for your assistance. If you have any questions, please contact us at (913) 537-4478. *THIS REQUIREMENT MUST BE ON THE INSURANCE CERTIFICATE. Ll 0 r� _ gam -a-z'>> I AFFIDAVIT COUNTY OF BROWARD ) ) SS STATE OF FLORIDA ) Before me personally appeared Susan M. Tillman, Risk Management Consultant for the City of Tamarac, Florida and agrees to the following: 1. I am the Risk Management Consultant for the City of Tamarac. 2. The City of Tamarac is self -insured and maintains a loss fund in excess of one million dollars for the payment of claims including liability, property, and workers' compensation. 3. For purposes of the lease agreement between Baystone Financial Group and the City of Tamarac, this self-insurance fund is in full force and effect. 4. The settlement and handling of claims and authority for same are set forth in the City of Tamarac, Code of Ordinances, Risk Management. SUSAN M. TILLMAN RISK MANAGEMENT CONSULTANT Sworn to and subscribed before me this/ day of November 1991. N TARY P BLIC `Tl li"; P'J:" is ST:,.F cr rL a.Rz0.t ; CGH�1SS1C;! EX? 3fcT.230Q_�i 6^�IDED TEPU INS. WM* e 0 7525 NORTHWEST 88TH AVENUE • TAMARAC, FLORIDA 33321.2401 TELEPHONE (305) 722-5900 January 9, 1992 Kansas State Bank 1010 Westloop Manhattan, Kansas 66502 Re: Lease With Option to Purchase Agreement dated as of November 12, 1991. between Kansas State Bank of Manhattan (Lessor) and of Tamgrgg (Lessee) Gentlemen: As legal counsel to Lessee, I have examined the foregoing Agreement and such other opinions, documents and matters of law as I have deemed necessary in connection with this Agreement. Based on the foregoing, I am of the following opinions: 1. Lessee is a duly organized political subdivision of the State within the meaning of Section 103(a) of the Internal Revenue Code of 1986 or Lessee is a constituted authority authorized to issue obligations on behalf of a state or political subdivision within the meaning of Treasury Regulation 1.103-3(b). 2. Lessee has the requisite power and authority to purchase the Equipment and to execute and deliver the Agreement and to perform its obligations under the Agreement. 3. The Agreement and the other documents either attached hereto or required herein have been duly authorized, approved and executed by and on behalf of Lessee, and the Agreement is a valid and binding obligation of Lessee enforceable in accordance with its terms. 4. The authorization, approval and execution of the Agreement and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all • open meeting laws, public bidding laws and all other applicable state and federal laws. 1 AN EQUAL OPPORTUNITY EMPLOYER POLICY OF NONDISCRIMINATION ON THE BASIS OF HANDICAPPED STATUS U ep C� 5. There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the security interest of Lessor or its assigns, as the case may be, in the Equipment. All capitalized terms herein shall have the same meaning as in the foregoing Agreement. Sincerely, Alan F. Ruf City orney R:jaz 0 2 a it R-q,2 —2-11 (d) Any statement, representation or warranty made by Lessee in or pursuant to this Agreement which proves to be false, incorrect or misleading on the date when made regardless of Lessee's intent and which materially adversely affects the rights or security of Lessor under this Agreement. (e) Any provision of this Agreement which ceases to be valid for whatever reason and the loss of such provision would materially adversely affect the rights or security of Lessor. (f) Lessee admits in writing its inability to pay its obligations. Lessee defaults on one or more of its other obligations. Lessee applies or consents to the appointment of a receiver or a custodian to manage its affairs. Lessee makes a general assignment for the benefit of creditors. Section 9.02. Remedies on Default. Whenever any Event of Default exists, Lessor shall have the right to take one or any combination of the following remedial steps: (a) With or without terminating this Agreement, Lessor may declare all Rental Payments and other amounts payable by Lessee hereunder to the end of the then current Budget Year to be immediately due and payable. (b) With or without terminating this Agreement, Lessor may require Lessee at Lessee's expense to redeliver any or all of the Equipment to Lessor to a location specified by Lessor. Such delivery shall take place with in 15 days after the event of default occurs. If Lessee fails to deliver the Equipment, Lessor may enter the premises where the Equipment is located and take possession of the Equipment and charge Lessee for cost incurred. Notwithstanding that Lessor has taken possession of the Equipment, Lessee shall still be obligated to pay the remaining Rental Payments due up until the end of the then current Original Term or Renewal Term. Lessee will be liable for any damage to the Equipment caused by Lessee or its employees or agents. (c) Lessor may take whatever action at law or in equity that may appear necessary or desirable to enforce its rights. Section 9.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or shall be construed to be a waiver thereof. X. Miscellaneous Section 10.01. Notices. All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties at their respective places of business as first set forth herein or as the parties shall designate hereafter in writing. Section 10.02. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessee and Lessor and their respective successors and assigns. Section 10.03. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 10.04. Amendments, Addendums, Changes or Modifications. This Agreement may be amended, added to, changed or modified by written agreement duly executed by Lessor and Lessee. Section 10.05. Execution in Counterparts. 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 instrument. Section 10.06. Captions. The captions or headings in this Agreement do not define, limit or describe the scope or intent of any provisions or sections of this Agreement. Section 10.07. Master Lease. This Agreement shall be construed to be a Master Lease Agreement. For purposes of this section only, a Master Lease Agreement means that Lessor may lease to Lessee additional equipment under this Agreement so long as both Lessee and Lessor properly execute an additional Exhibit A, Exhibit B, Exhibit C and Exhibit E and so long as the additional equipment is leased by Lessor within a time frame acceptable to Lessor.. Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives listed below. City of Tamavpc K nsas State Bank of Manhattan BY: By: Typed: Johrr-p--i ell- Dina- McDermott Typed: Acting Title: City Manager-- Title. 0 Documentation - Our support and commitment continues with the availability of system documentation. Manuals are well written and make extensive use of illustrations of both display screens and sample maps. The manuals are designed to provide new users with an understanding of MapGraftx's map making and analytical power. The documentation has been segmented into easily managed application operations. Each operational module can be mastered in a few hours. A tutorial is also provided. Training - A five day MapGrafix introductory course is offered at the Clearwater training facility. This course is conducted in a lecture/lab format in a hands on environment. The course covers the operational and organizational issues that must be addressed to ensure the successful implementation of a MapGmfix system. Software Support - Annual user support provides for technical support beyond the ninety day warranty period. This support includes both telephone support and software updates. Conversion Services - A wide range of other services are also available: project management and consultation, landbase mapping and facility digitizing, coordinate geometry data capture, data formatting, plotting and printing, database application development. On request, we will provide customized modifications to create special commands and extra features. SIGNED: Acting TITLE: City Mara r 0 M 6 11 I 1 1 1 1 1 1 C� EXIIJBIT A . DESCRIPTION OF EQUIPMENT RE: Lease With Option to Purchase Agreement dated as of November 12, 1991, between Kansas State Bank of Manhattan (Lessor) and City of Tamarac (Lessee) Below is a detailed description of all the items of Equipment including quantity, (nodcl number and serial numher where applicable: M&PG100 MAPGRAFIX CIS SOFTWARE 4,995.00 MAPGIOO MAPLINK (DXF&GINA) TRANSLATORS 995.00 FBV2.0 FOX BASE+MAC (DATABASE) RELATIONAL DATABASE 495.00 MAPGl00SU MAPGRAFIX SUPPORT INCL FEE UPDATES 500.00 M4LPG100SU MAPLINK SUPORT INCL FREE UPDATES 50.00 FO$BASE TECHNICAL SUPPORT TELEPHONE SUPPORT 00.00 75754, DRAFTPRO D SIZE 3,488.00 CABLE CABLE KIT MAPGRAFIX CUSTOM 60.00 MGIII2436 01-4092-009 TABLET, USER MANUAL CSR 16 M4PCRAFIX CUSTOM 16 BUTTON CURSOR POWER SUPPLY 3,717.00 77-6004-001 STAND MANUAL LIFT 715.50 02-6004-002 CURSOR HOLDER MOVABLE 18.00 CABLE CABLE KIT M4PGR4FIX CUSTOM 60.00 M0312 EXTENDED KEYBOARD II 158.01 M0292LL/A 4 MB UPGRADE KIT 295.00 M0401 13" HIGH RES RGB MONITOR COLOR MONITOR 689.31 M0403 UNIVERSAL MONITOR STAND 61.41 M5922LL/A MAC QUADRA-700 4 MB RAM 80 MB DISK HIGH SPEED'25 MHZ WORK STATION 4,415.31 RI 0 it OR .9z oz EXHIBIT B - PAYMENT SCHEDULE RE: Lease With Option to Purchase Agreement dated as of November 12, 1991 between Kansas State Bank of Manhattan (Lessor) and CitY_ pf Tamarac (Lessee) Original Balance: $21,478.22 Total Number of Payments: Thirty-six (36) Number of Payments Per Year: Twelve (12) Payment Number 1 2 3 4 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 Due Date 12-15-91 01-15-92 02-15-92 03-15-92 04-15-92 05-15-92 06-15-92 07-15-92 08-15-92 09-15-92 10-15-92 11-15-92 12-15-92 01-15-93 02-15-93 03-15-93 04-15-93 05-15-93 06-15-93 07-15-93 08-15-93 09-15-93 10-15-93 11-15-93 12-15-93 01-15-94 02-15-94 03-15-94 04-15-94 05-15-94 06-15-94 07-15-94 08-15-94 09-15-94 10-15-94 11.15-94 Total Payment 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 692.04 RENTAL PAYMENT SCHEDULE Applied to Interest 0.00 181.88 177.42 172.91 168.37 163.79 159.17 154.50 149.80 145.05 140.27 135.44 130.57 125.66 120.70 115.70 110.66 105.57 100.44 95.26 90.04 84.78 79.46 74.10 68.69 63.24 57.74 �52.19 46.59 40.94 35.24 29.50 23.70 17.85 11.95 Accepted By: Title: C t€ Tager Date: ' 914 Applied to Principal 692.04 510.16 514.62 519.13 523.67 528.25 532.87 537.54 542.24 546.98 551.77 556.60 561.47 566.38 571.34 576.34 581.38 586.47 591.60 596.77 602.00 607.26 612.58 617.94 623.34 628.80 634.30 639.85 645.45 651.10 656.79 662.54 668.34 674.19 680.09 686.04 Purchase Option Price 21,004.45 20,417.43 19,827.48 19,234.58 18,638.71 18,039.87 17,438.03 16,833.18 16,225.30 15,614.39 15,000.42 14,383.39 13,763.26 13,140.04 12,513.70 11,884.23 11,251.61 10,615.83 9,976.87 9,334.72 8,689.35 8,040.76 7,388.92 6,733.83 6,075.46 5,413.80 4,748.82 4,080.53 3,408.89 2,733.90 2,055.53 1,373.77 688.60 (0.00) . Form 8038-GC (Rev. October 1989) Department of the Treasury Internal Revenue Service 0 Consolidated Information Return for Small Tax -Exempt Governmental Bond Issues, Leases and Installment Sales QMB No. 1545-0720 ■ Under Section 149(e) No For calendar year ending 19------ Expires 05/31/92 (Use Form 8038•G if the issue price of the Issue Is $100,000 or more.) lority Check box if Amended Return ■ LJ 1 Issuer's name 2 Issuer's employer identification number City of Tamarac, Florida 1 04-00820-00-16 3 Number and street 7525 Northwest 88th Avenue 4 City or town, state, and ZIP code Tamarac FL 33321 Description of Oblis 5 Total issue price of all small tax-exempt governmental obligations issued during the calendar year . . . L 6 Check the box that most nearly approximates the weighted average maturity of the obligations: a ❑ Less than 5 years b ❑ From 5 to 10 years c ❑ More than 10 years 7 Check the box that most nearly approximates the weighted average interest rate on the obligations: a ❑ Less than 5% b ❑ From 5% to 10% c ❑ More than 10% 8 Total issue price of the obligations reported online 5 that are: • a Obligations issued in the form of a lease or installment sale . . . . . . . . . . . . . . . 8a b Obligations designated by the issuer under section 265(b)(3)(B)(ixlll) . . . . . . . . . . . 8b c Obligations issued to refund prior issues . .. . . . . . . . . . . . . . . . . . . . 8c d Loans made from the proceeds of another tax-exem t obligation I gd Under penalties of perjury. I declare that 1 have examined this return and accompanying schedules and statements, and to the hest of my knowledge and belief. Please they are true, correct, and complete. , Sin Here �..� - a Li - oL City Me alter ' Signature of officer Date ' Type or print name and title General Instructions (Section references are to the Internal Revenue Code unless otherwise noted.) Paperwork Reduction Act Notice We ask for this information to carry out the Internal Revenue laws of the United States.. We need it to ensure that you are complying with these laws. You are required to give us this information. The time needed to complete and file this form varies depending on individual circumstances. The estimated average time is: Recordkeeping 3 hrs., 21 min, Learning about the law or the form . . . 1 hr., 34 min. Preparing the form. . , 2 hrs., 37 min. Copying, assembling, and sending the form to IRS . . . .16 min. If you have comments concerning the accuracy of this time estimate or suggestions for making this form more simple, we would be happy to hear from you. You can write to either the Internal Revenue Service, Washington, DC 20224, Attention: IRS Reports Clearance Officer, T: FP; or the Office of Management and Budget, Paperwork Reduction Project (1545-0720), Washington, DC 20503. Item You Should Note A governmental unit is required to file this form for all small tax-exempt governmental obligations on which it pays interest. These obligations include bonds, leases and installment sales. Purpose of Form Form 8038-GC is to be used by issuers of tax-exempt governmental obligations to provide IRS with the information required by section 149(e) and to monitor the requirements of sections 141 through 150. Who Must File Each issuer must file Form 8038•GC for all tax-exempt governmental bonds, leases and installment sales issued during the calender year, with an issue price of less than $100,000, Form 8038-G is filed to report each issue of governmental obligations with issue prices of $100,000 or more. When To File File Form 8038-GC on or before February 15th after the close of the calendar year in which the issue is issued. Form 8038-GC must be completed based on the facts as of the close of the calendar year. Late filing. —A Form 8038-GC filed after the due date may be granted an extension of time to file under section 3 of Rev. Proc. 88-10, 1988.1 C.B. 635, if it is determined that the failure to file in a timely manner is not due to willful neglect. A late Form Form 8038-GC 10-81. t4. k ` q a - .2.�,' EXHIBIT E - LESSEE RESOLUTION RE: Lease With Option to Purchase Agreement dated as of November 1Z-_1991, between Kansas State Bank of Manhattan (Lessor) and City of Tamarac (Lessee) I, the undersigned, the duly qualified and acting _ Mayor _ (Secretary, Board Chairman or other authorized Governing Body Member of Lessee) do hereby certify as follows: 1. The Governing Body of Lessee at either a regular or special meeting held on January 8, 1992 has approved and authorized the execution and delivery of the Lease With Option to Purchase Agreement dated as of November 12. 1991, between City of Tamarac (Lessee) and Kansas -State Bank of Manhattan (Lessor) on its behalf by the following named representative of the Lessee who presently and at the time of the authorization holds the office stated in the title: Name: Nord Abramowitz Title: Ma or of the City of Tamarac 2. Designation Requirements. The Governing Body of Lessee specifically designates this Agreement as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986 as amended from time to time. In compliance with Section 265(b)(3)(D) of the Code, the Lessee hereby represents that it will not designate more than $10,000,000 of obligations issued by the Lessee in the calendar year during which this Agreement is executed as such "qualified tax-exempt obligations." 3. Issuance Limitation. Including this Agreement, the Governing Body of Lessee represents that it reasonably anticipates not to issue in the calendar ar during which this Agreement is executed obligations bearing interest exempt from federal income tion under Section 103�f the code. in an amount gyater that $10,000,000. w L= By; 11 Citv of Tamarac l STATE OF FLORIDA it UNIFORM COMMERCIAL CODE — FINANCING STATEMENT — FORM UCC-1 REV. 1981 l� 1 THIS FINANCING STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code: _ gist Name First i1 a Person) NAME tHIS SPACE FOR USE OF FILING OFFICER pate, Time. Number & Filing Office 1A City of Tamarac MAILING ADDRESS 7525 Northwest 88th A venue x CITY STATE 33321 m MULTIPLE DEBTOR (IF ANY) (Last Name First if a Person) w IL NAME 1B z MAILING ADDRESS w z O CITY STATE z O MULTIPLE DEBTOR (IFANY) (Last Name First if a Person) NAME 1C MAILING ADDRESS * CITY STATE SECURED PARTY (Last Name First if a Person) NAME Kansas State Bank of Manhattan 2A MAILING ADDRESS 1010 WestloOp CITY Manhattan STATE Kansas 66502 MULTIPLE SECURED PARTY (IF ANY) (Last Name First If a Person) NAME 2B . MAILING ADDRESS CITY STATE ASSIGNEE OF SECURED PARTY (IF ANY) (Last Name First if a Person) NAME 3 MAILING ADDRESS N CITY STATE AUDIT I UPDATE VALIDATION INFORMATION This FINANCING STATEMENT covers the following types or Items of property (includs description of real property on which loceted and owner of record when required). If more space is required, attach additional Shoats 614- x 11-. ¢ w t d W ¢ Q. w 0 5. Proceeds of collateral are covered as provided In Sections 079.203 and 679.305. F.S. 7. No. of eddltional Sheets presented: ¢ 6. Filed with: p c 8. (Check ❑) ❑ All documentary stamp taxes due and payable or to become due and payable pursuant to Section 201.22, F.B.. have been paid. C1 Florida Documentary Stamp Tax Is not required. m 1 9. This statement is filed without the debtors signature to perfect a security Interest in collateral (Check ❑ if ad) 10. (Check ❑ if sot t z ❑ already subject to a security Interest In another jurisdiction when it was brought Into this state of dabtor's ❑ Debtor is a transmitting utility location changed to this stale. Cl Products of collateral are covered El which is proceeds of the original collateral described above In which a security interest was perfected. Q as to which the filing has lapsed. 11. SIGNATUREIS► OF pEBTOR(S) ❑ acquired after a change of name. Identity, or corporate structure of the ity Of Tamarac ❑ debtor or ❑ secured party. 13. Return copy to: I ATE �F 12. SIGNATURE(S) OF SECURED PARTYpES) OR ASSIGNEE Kansas Stag Bank of Manhattan STANDARD FORM — FORM UCC-1 Approved by Secretary of State, State of Florida STATE OF FLORIDA UNIFORM COMMERCIAL CODE — FINANCING STATEMENT -- FORM UCC•1 REV. 1881 THIS FINANCING STATEMENT Is presented to a filing officer for filing pursuant to the Uniform Commercial Code: _ DEBTOR (Last Name First If a Person) THIS SPACE FOR USE OF FILING OFFICER NAME City of riizmarac 10ate. Time, Number a Filing Office 1A MAILING ADDRESS 7525 NDrdwiest 88th Avenue x CITY Tamarac STATE Florida 33321 m MULTIPLE DEBTOR (IF ANY) (Last Name First if a Person) a NAME 1B z MAILING ADDRESS W CITY STATE 2 O MULTIPLE DEBTOR (IF ANY) (Last Name First It a person) NAME 1C MAILING ADDRESS CITY STATE SECURED PARTY (Last Name First if a Person) NAME Kansas State Bank Of Mairihattan 2A MAILING ADDRESS 1010 Westloop CITY Manhattan STATE 66502 MULTIPLE SECURED PARTY (IF ANY) (Last Name First if a Person) NAME 2B MAILING ADDRESS u CITY ASSIGNEE OF SECURED PARTY NAME 3 MAILING ADDRESS CITY STATE AUDIT (IF ANY) (Last Name First if a Person) I VALIDATION INFORMATION STATE This FINANCING STATEMENT Covers the following types or Items of property (include description of real property on which located and owner of record when required). If more space is required, attach additional sheets S'h' x 11 ". UPDATE a W fl W g 0 FJ' . Proceeds of collateral are covered as provided In Sections 679.203 and 679.305, F.S. %. No. of additional Sheets presented: 6. Filed with: 8. (Check 0) C 1 All documentary stamp taxes due and payable or to become due and payable pursuant to Section 201.22. F.S., hew been paid, i Florida Documentary Stamp Tax is n01 required. tW 9. This statement is filed without the debtors signature to perfect a security Interest In collateral (Check ❑ if so) 10. (Check ❑ if so) ❑ already subject to a security interest In another jurisdiction when It was brought Into this state or debtor's 13 Debtor Is a transmitting utility location changed to this state. © Products of collateral an covered ❑ which is proceeds of the original collateral described above In which a security Interest was perfected. ❑ as to which the filing has lapsed. ❑ acquired after a change of name, identity, or corporate structure of SIGNATURE(S) OF DEBTOR(S) or the lty Of T.-Mr ❑ debtor or ❑ secured party. 3. Return copy to: NAME n I e/ /►, IXI , m 1/M� � M FILING OFFICER COPY ZIP CODE 12. SIGNATURE(S) OF SECURED PARTY(IES) OR ASSIGNEE , Kansas State Bank of Manhattan STANDARD FORM -- FORM UCC-1 ' Approved by Secretary of State, State of Florida •