Ordinance 94-1195oROINANCE O F LONGWOOD, F
AUTHOA222 NG T ORROWSNG of FUNDS, P
.BE/PURCHASE O
UMPERB BY UT'LF,AB F.COAND
AGREEMENT'PPR TH THE CITY OF
OOD, LORI DA, ABING CORP.,
KENTUCKY, F.RTAINLE TERMS AND
CONDITIONS R G THERF,TO, PROVIDING FOR
CONFLIC EVERABI LITY, AND E£FECTSVE DATE.
WHERE the City Commrsslon of the City of Longwood, Florida,
has determined rt would be in the best interests of the City of
Longwood to finance the acquisition of two BoutM1ern Coach Fire
Truck Pumpeis~ and
WHEREAS, the City Charter requires that an ordinance be
adopted an order to authorize the borrowing of money and the
execution of a lease providing foe payments beyond the end of a
f rscal year, and
WHEREAS, rt is necessary for the City Commissaon Co approve
the Lease Purchase Agreement" between the City of Longwood,
Florida and PNC Leasing Corp., Kentucky,
hereby approved and that the Lease and Purchase Agreement" between
the City Df Longwood, Florida, and PNC Leasing Corp., Kentucky,
which is attached and made a part of this ordinance by reference
thereto is hereby approved and that the Mayor is hereby authorized
orainance No. sa-11~s/~°ase ~
S„ ff h 7 CONFLICTS. or parts of acdi nanoes
~n ,. ~t here2r e aaa the ea a n®rohv repealed.
lERAB_LIT1. If any Lion or a portion of this
ordi r to ~ 4n ul, or unoon_.t. ~.riiciona 1, it
shall. not ialydity, orce or
eff ec
r nn nae sh a]. ]. take eEfcot
i~~ e1.Y ~por. ~.
] rF
an ce nr the
-ney-_
RG: 02o R¢- IIRS
~ LLASR ANE FoRCxASE AcacenENT
Lessor. PNC Leasing Corp., K ucky
539 9th Avenue, Suiten2
Louisville, xeneucky 40202
Lesaea. city of Longwooa
~a[e. April 4, 1994
This Lease and F rchase Agreement Ithe "Agreement") e red
o between PNC Leasing Corp., K ucky, ("Lessor"1 a Florida
corporation and City of Longwood ('Lessee"), a body corporate avd
politic duly organized and existing under the laws of the State
o£ F1orSda.
W I T N E S E T H.
WH6REA5, Lessor desires to lease the Equipment, a
her naf Cer defined, and Lessee desires [o lease Che
Equipme C Erom Lessortosubj ect t [he [ and conditions of and
for thenpurposes set forth in this Agreement; and
uthorized under the Constitution and
laws ofFtheSS ter into Chis Agreement for the purposes
se[ forth hereine; anden
a duly called m g f thi govern ~g body of
LesseeNheld ona[he IQ's day of y~~' n.~ 994, dinance
roduced and adopted authori Ying Che lease ofnthe eguipment
described in the Attached Exhibit "A".
BEFORE, For and i sidezation of the premises
hereinafterECOntained, the pareiesnhereby agree as follows:
ARTSCLE i
COVENANTS OF LESSEE
Lessee represents, c es, for the benefit of
Lessor and its assigneesanas follows a
(a) a Hubl.io body, corporate end poli[i c, duly
organized andse ing under ehe Constitution and laws of the
State of Floridai st
(b) will do or a o be done all th.i ngs n ary
o preservee andekeep in fullcforceC and e£fece ies existence as a
body corporate and pol.i[ic.
Page 1 of 13
Ic) Lessee i
[he State of Floridan
empla
obligations hereunder
Id) Lessee has been duly authorized [ and deliver
this Agreement under the t and provis i.onseofcthe Ordinance of
s governing body, or by other appropriate official approval,
and further represents, c and w [hat all
requirements have been m andnproceduresrhave o red i order
ehe enforceability of this Agreement, and Lessee has
compliedewith such public bidding requirements as MAY be
Equipment hereunder
le) During Che t of this Agreemene, the Equipment will
be used by Lessee only for [he purpose of performing o
gov tal or proprietary functions of L with
theapermissible scope of Lessee's aue horiey and willin enbe used
to a trade or business of any person or entity other than ehe
(f) The equipment will have a seful li £e i [he hands of
the S,essee that is substantially in excess of [henOriginal Term.
(g) The Equipment i and during the period this Agreement.
n force, will r ,spersonal property and when subjected to
eiby L see undereehis Agreement, will not be or become
fixtures.
The following C will have the m ings indicae ed below
unless the context clearly requires otherwise:
"Agreemene" m [his L and Purchase Agreement,
ncluding the Exhibits a achedshereto, a the s y be
supplemented or amevded from tome to time in accordance with the
terms hereof.
the date when the t of this
Agreement~beginsnandaL obligation [ payer
which date shall be thesdateso which Che Equipmentti cepted
by Lessee as indicated on the Certificate of Acceptance aetached
the subject of ehis Agreement
[he Original Term and all Renewal
providedaforT inmthisaAgreemenC under EecC ion 4.01.
the City of Longwood a ing a
hereunder6eo anynsurvrving or resin Cing Entity of thessa
of Longwood.
r hereunder; (ii) any s ing, r salting o nsferee
orporation; and (iii) e cept rwhe re then context requires
otherwise, any assignee(s) of Lessor.
rig final T the period from ehe Commencement Date
til ohe end ofethe fiscal year of Lessee rn effect at the
Commencement Date.
zchase P the a which Lessee may, t
discretion, pay [ocLessorni orde ro[otpuzchase the Equipment3tas
set forth in Exhibit C hereto.
^Renewal Terms" Che r wal C of the A9re as
means ene erms ement
provided for n AzCicle i of Chis Agreement, each having a
dur of o e yea and a fish the Lessee's
fiscal year e cept [he lasts ofmsu~her waloC which shall end
the dace of the last Rental Paymentnset fort hsin Exhibie C to
this Agreement.
endor" m [he m nufacturer oC ehe Equipment a well a~
the agents or dealers of the m nufacturer from whom Lessor
purchased or rs purchasing [heaEquipmenC.
LEASE OF EQUIPMENT
Lessor hereby demises, leases and lets [ and Lessee
lea and hir s from Lessor, the Equipmentsee ordan<e
ithsthe provisions of this Agreement, Co have and tonhold for
the Lease Term.
i Commencement o The original T
of thiscAgreement shall c ethe date of [he e eof
this A and shall [ nthe lase day of L
grfiscal year. The L will be a callys
wed a ehe end of the Original T anyuR wal T m for
nal o unless the L to
C le days prr endeofw[het xiginal
Term or Renewal Term Chen in effecCtoor such greater ootrce as
may be provided i icle V of L e
this Agreement a nthet end of =the OriginalsT r~henoc
wal Term pursuant t isle XI or Article V s the c
mayabe. The t and onditions during any Renewal T shall
be Che sat he terms and c s during the Original T
cept Char. Che Rental Payment snshall be as provided in Exhibi[mC
of ehis Agreemene.
2 Termination of Lease Term. The L will
termrnatesupon ~he earliest of any of Che Followingsevenes.
(a) the expiration of [he Original T any R wal Term
of this Agreement and the n wal of ChismAgreement i the
event of n nappropriation ofnEunds pursuant Co Section 6.06,
(b) the e e by L of Che option Co purchase the
Equipment granted under eheeprovisions of Articles S% or XI of
[his Agreement;
(c) a default by Lessee and Lessor's election to terminate
[his Agreement under Article %III; or
(d) the naymene by L of all R tal Payments authorized
or required Co be paid by Lessee hereunder.
ARTICLE. v
CNSOYMENT OF F,QUIPMENT
r hereby c o provide L e during Che L
Le sso ovenanes a ease ease
i[h quiet u and enjoyment, and L shall during the
ewTerm peaceably and quietly have andshold and enjoy [he
Equipment, without s trouble or hindrance from Lessor, except
as expressly set forthtin this Ayreement.
shall have Che right a all reaponsible C s during
businessshours [ and upon the property of rLessee for
the pssrposes of inspectingtthe Equipment.
Section 6 [ 1
o£ L and Lesseeeunderse andsand i end ehae tehe
obligation ofeLessee eo pay R tal Paymenee hereunder shall
expense of L and shall n way
bent ued to bena debt o any
applicable c nal o ory limitations o
requiremenesoc ing [here of indebtedness by Lessee,
shall anythingrc ned hereinnc a pledge of the
general tax revenues,nfunds or monres oftLessee.
of R tal P Lessee shall p
Rentale eayments02exclusively from legallynayailable funds, in
of a signor e by L signee, ehe a
andno thesdat eses [ forthsl Exhibit C hereto. 3 [al Payments
shallnbe i sidera[ion for L of CheRF.qu ipment
during thenapplicable ye r rn whiche suchspaymenes are due.
and e nal c A portion
of eachcL taltPayment is paidra and represents payment
of, t and [he balance of each Rental Payment i aid a
and represents payment of, principal. Exhibie C hereto s
forth the i omponene and the principal componene of leach
Rental e C during the L If this Agreement i
wed pvrsuan[ [ o further obligationsfor
payment of the p.r incipal eo n[e..est portion of all future Lease
Rental Payments shall ex>st.
Section 6.04 RenCal Payments to be Unconditional. The
obligat.i.ons of Lessee t make payment. of the R tal Payments
required under this A ~cle V and other s s hereof, and to
perform and observe the c and agreements c ned
her shall be absoluee artd u onditional i all e cept
expressly provided under ehiscAgreement. No[wi thstandingxa
dispute between L any Vendor o any other person,
shall makeeal lpaymen[s of R sal Payments when due and
shall not withhold any R tal Payments pending final r solution
of such dispute, n shall L any right of s -off or
rcl aim against i obliga[ionst make Rental Payments
during the Original T Che then ~ wal T and
shall not be abated Chrough accident or unforeseen circumstances.
of L m by Less Lessee
endscts~bj ectst othenproy~sion of Section s
the Lease Term through Che Original T and all~of theeRenewal
and to pay the Rental Payments hereunder.
nably believes Cha[ legally a ailable funds o"
sufficient t make all R sal Payments during the OriginaluTerm
and each of ~he Renewal Terms can be obtained.
Section s wal. the e that the i
sole discre[ionodeter approprf aee fuvde for C
payments o tal Paymentsnfornany[Renewal Term then L may
thisnAgreement a the end of ehe then c riginal
Termto wal T and L shall n e be obligated o make
payment ofnthe Rental Payment seprovided for in [his Agreement
wal Term. If Chis Agreement i ted u s Section
agrees peaceably to deliver the Equ ipmenebt so.r
aetthei loeae ion specified by Lessor. To ehe extent lawfules
shall n til the date o which the n ing
wal Term wool duhave ended, expend any fundsef'or ehe purchase
of equipme which replaces [he equ.i.pment subject C this
Agreement. Lesseetwill be allowed Co buy additional s milar
equipmeve but n replacement egvipmene which is [he subject of
this lease, during the Cerm of Che Lease.
ARTICLE YII
TITLE TO EgU2 PMENT; SECURITY INTEREEI'
n '1.01 Tie1e e the Eauiomen[. ing the e of
this Agreement, title e ~he Equipment and any and all additions,
repairs, replacements o modifications shall V
subject C Che rights of L under Chis Agreement. Leinethe
of deE aide a t forth i n 13.02 of n Ovals s
forth i n 6io6e Title [ n'squipmen[, shall i mediately v
n Lessor$eand Lessee will reasonably surrender possession of the
Equipmene eo Lessor.
x.02 Security Snterest. the payment of
all Lessees obligations under this AgreementLeL e grants Co
ity i ing a first lien o the
equipmentsand o alltadditionseta achments, a and
subse ieueions thereto, and o a1lCproceeds theref rom,ns
agrees C uch additional documents, ncluding financing
xaffidavits, n and s milar i an Eorm
isfaceory e whicheL z deems n saryno
appropriate [ [ablish and m ity i and
upon a signmente9the security interestiof anyuassigneeeof sLessor,
in thesegvipmen[.
of e t by L
agreesethatna a11Mt snduring Che Lease Term wine a
and expenseymm rntain, preserve and keep ehe equipmene
nngoodtrepai r, workingaorder and condition, and Chae L will
from C>me Co eime make~or cause to be made all necessarysand
improvements o additions e ehe equipmene. IF requested by
Lesseerwill e ez into a maintenance contract for ehe
Equipment wieh Vendornt
Comes. The parties t this Agreement c emplate chat the
Equipment will be used for a governmental purpose of L
therefore, chat the F.quipmenC will be exempt from all tax
presently a sed and levied with respect to personal property.
In the e sthat the u possession o acquisieion of ehe
Equ ipmeveeis found eo beesubject t any form (except
for i o Lessor), Lessee wil ltpay during the Lease
Term, na m[heas espece ively c all t and
governmene al charges of any kind whaasoever thatsmay a any t e
be lawfully a sed or Levied against o ith respecttt theim
Equipment andsany equipment o other property acquired by Lessee
substitution for, a wal of replacement of, o
modification, improvemene o naddition t the Equ ipmen[ a well
all gas, w electricity, heat, power, telephone,
[ility and ocher charges i red i [he operation, m
cupancy and upkeep ofcthe Equipment; provided [hatteWaChe,
Callmenes o a period of years, Lessee shall be obligated e
pay only such i tallmen[s as have occurred during the came this
Agreement is enne££ec[.
Section 9.03 Provisions Aeaardino Insurance. At i wn
expense Lessee shall c ualty, public liability and o
property damage i oabe c ied and m ned, o shall
demonstrate t ehess isfaciion of rL thataadequate self-
s providedtwith respect t st he Equipment sufficient eo
protececehe Full Insurable Value las that t s hereinafeer
defined) of the Equipment, and to protect Lessor from liability
all e All i e proceeds Erom c ualty losses shall
be payablen s her naf teraprovided i Chis Agreement. Lessee
shall fur ish e tificatesnevidencing such c rage
ehroughout the L Al [ernatively, L may i Che
Equipment under aabl anket i e policy orspolicies which
only the Equipmentsbutnothez properties. If Lessee
shall i milar properties by self-insurance, L will
rnsure the Equipmene by means of an adequate insurancesfund.
The e Full i rable Value" a sed herein shall mean
Che full replacement value of [he Equipment.
Any i e policy pursuant [ this Section 8.03 shall be
endorsed a make losses, if any, payable t
and L [heirt~espective i may appeaz.o The
Nees Proceedse as defined i not Ches insurance required
ehis S shall becapplied as provided i icle I
hereof. ach i e policy provided fox i thisni
ompany shall n cel Che policy o modifyni iallycand
adversely Co Chetineerest of Lessor wie hoot firstmgiving written
cancellation
n B.On Advance. ehe e shall Eail t
tehe full i ragevrequiredeby this Agreemene
rshall Eail to keepuehecegvipment in good repair and operating
ondition, L may (but shall be under n obligaeion eo)
purchase Cheerequi red policies or vnsurance and pay the premiums
the s may make such repairs o rep lacemen[s a
sarymand provide payment [he'reof;rand all a advance
therefore by L shall become additional r emforC the Yhen
riginalsT wal Term, which amounts, together
witheinterest thereon Lesse eeagrees to pay.
ARTICLE I%
DAMAGE, DESTRUCTION AN- CONDENMATION;
USE OF NET PROCEEDS
Section 9 Destruction and Condemnation. Unless
shall halve e led i option o purchase the Equipment
bysmak ing payment ofeehe P rchase P s provided herein, if
prior C the e of the L m (al [he Equipment o
any por~ion ehereo£ais destroyed linewhole or part) o s damaged
by fire o other c ualey or (bl title t the e nary u
of the Equipmeve o any part [hereof shall be takeneunder these
of ehe power of e t domain by the governmental body
any person, firm o orporation a ing under governmental
uthority, L and Lessor will c ehe N t Proceeds of any
ctar ondemnation a ardsco be applied e the prompe
repairncr modificationwo replacement of the
Equipment stAnytbalance of the Net Proceeds r ning after such
work has been compleeed shall be paid [o Lessee.
r purposes of Section P.03 and this A icle x [he t
eeds^ shall m the a ing Erom the gross m
pro Beds<o£ any i claimmo ondemnaC ion a and after
deducting all expensesn (includingra ney~s fees) rneurred in
the collection of such claims or award=
Proceeds are insufficient to pay in full [he cost of any repair
9.01 hereof by r of .Lessee•s failure t omply wi eh Section
8.03 hereof, L oshall either (a7 ompleeecthe work and pay
any c eof the o£ Nee P eeds, and Lessee
agrees shat ifcbysr ofmanytsuch i sufficiency of Che Net
Proceeds, Lessee shall make any repayments pursuant t Che
provisions of this Section 9 shall n t be e itled to
any reimbursement eherefore Erom L shall Les seethe
itled t any diminution of ehe a s payable under Ar icle
VIthereof,oor Ib) if L t default hereunder, L
shall pay e thew of the then applicable P rchase
Price, and,ouponssuch paymene~ ehe Lease Term shall t
provided i icle % o£ this Agreement. The a eofitheeN
eeds i of the then applicable Pur<haseu Pri<e, if any,
maycbe retained by Lessee.
ARTICLE %
VENDOR'S
WARRANTIES, UEE OF TEE ~GpUIPMEN'L
Section 10.01 Disclaimer of WarranCies
PARTICULAR PURPOSE O E EQUIPMENT, OR
ARRANTY WITF3 R ETO. shall Lessor be
liable for any E cident alH di re c[n special to sequential
damage i ieh o arising o of ehisnAgreement o the
cEur ishing,~ fun ing or Lessee's u of any item or
products or servl<es provided for in Chis Agreement.
endor's Warranties. r hereby
cablynappoints Lessee i andLa ney-in-f ac[ dvri.ng
t heeLease Term, so long a gshall n ttbe in deEavlC
hereunder, t [ fromst. whatever claims and
rights, ncludingew mof tthe1 Equipment, which L may
hav agai Che endornofethe Equipment. solesremedy
forethe breach ofVSUCh w n[y, indemnif icatiogo
repre ent ation shall be against the Vendor of the Equipment, and
agai t Lessor, n shall such m s have any of £ecC
whaesoever o [he rights and obligations of 1 ith respect
[his Agreement, ncluding ehe righe C erfull and [ mely
payments hereunder.r expressly acknowledges thae L
makes, and has made, n represenCaCion o whatsoever
the e ailability of svchawarran[res of [he
vendor of [hesEquipmentsv
Section 10.03 U of the e will n
Call, v opera[eeo CothenEgnipmenteimproperly,
relessly5er iolation of yanyyapplicable law o
ary t that c emplated by this Agreemene, ashall
provide all permi[snand licenses, if any, n saryefor the
nstallation and operation of the Equipmentecein addition, L
agrees t omply i all respecCS (including, wi ehou[ limita[ionee
rth respect t the u and operation of each i
of the body e ing anyapoweraorej urisdiction o r the i
of the EquipmenCllsprovided, however, that L may c
good faith ehe validity o application of anyssuch law o xvlerin
any r nable m ich does n ehe opinion of L
adversely affeceaehe e of Lessor i and c any of [hesi
of ehe Equipment or its rnterest or rights under this Agreements
Equipment will be term>na[ed and this AgreemenC shall [e
g 9 of 13
(al the end of the L e Term lincluding R wal Term),
upon payment in full of Rene al aPaymenes due hereundere or
(b) at the end o£ the Original Term or any RenewaP T
upon payment by Les ee of he then applicable Purchase rvice, or
(cl if Che L [ed pursuant t isle I
of this Agreement,aa ache e Cofine Cal damage, destruction o
ondemna[ion of Che Equipmenena if L uch date i
defaulC under this Agreement, upon paymentaof vehe Chen applicable
Purchase Price eo Lessor.
Section 12.01 A e by L This Agreement, and the
obligations of Lesseeat make paymentsrhereunder, may be a signed
and r signed i whole o n part t signees o
subassigne s by L any C subsequen[m[ ron,
without ehe n icy of [obtaining the c of aL
provided howeve rs sthat n uch a eignmen[no signment shall
be effective unless and u eil (il L shallahave r ved
of the a signment o signment disclosing thean and
addre of [he a signee o subas=_ignee, and (ii) [he e
Chat such a signment o signment i made [ aebank o st
ompany a e forrholder of c cif icates representingru
rnteres[ vntthiseAgreemene, such bank or crust company agrees to
ord of the n and addresses of such holders a of any
particular smkept and agrees, upon request o£ L
furnish suc}~imeformation t Upon r eipt of n e of
signment, Lessee agrees e ref lece Sn a book enery.[heic
signee, designated i uch n of a signment, and t make
all payments t the a signee designaC ed i the n of
signment, n ithstandivg any claim, defense, s toff o
rcl ar what r (whether a ing from a breach of Che
Agreement o ot}~erwese) that Lesseevmay from t e have
against L Che signee. agreesmt all
doc ncluding n of a signmen[s and chattelum regages
r financing s twhich mayabe r nably requested by
signeeaeo protect theiraineerest on ehe EquipmenC
andsin ChistAgreement.
Section 12.02 N Sale Assi r Subleasin b
This Agreement and the i ofmL the E y
t be sold, a signed o umbered byaLessee withoutppriorma
wrvtten consent of Lessor.
of Default Def ingd. The following
shallSbety Oof£def aule" under this agreement and Che t
of default" and "default" shall m whenever they a
usednin Chis Agreement, any one or more of[the following events.
(a) failure by Lessee to pay any rental payment o other
payment required to be paid hereunder at the erme specified
herein; and
(b) failure by L observe and perEOrm any c
ondition o agreement o a part to be observed or performed[
other Chan a referred t 1 (a) for a period of 30
days after w rspecifyinglsu~h failure, and
regve ing chatt it betr medied as given t e by L
unlesstLessor shall agree i ing [ of s~ch e
prior C expiration; provided, however, cif ethe failure s ted
the n t be c eed wiehin she applicable period,
Lessor willcn nablyewithhold i
of such t ~f c tednbytLesseexwithinn
the applicable periodcandediligently pursued uneil the default is
corrected.
The Foregoing provisions of [his Section 13.01 a subject [ the
ondit that if by r of force maj eure L nable >
whole o n part t arry o agreemene o s pareuherein n
nedl I shall n tubeadeemed in defaulttduring the
ofssuch inability. The t naj eure" a sed
herei nushall m ithout limitations [heFf ollowing: of
God, s rike s, lockouts o ocher industrial disturbancesacaces of
publ ict orders o of any king of she
9overnmentmofsthe United 5 rotA she s where
s located o any ~ot[heir departments, agencies o
officials, o vil o military authority; r
landslides; cearthquakes, fires; storms; droughtstrEloods;
or explosions.
3.02 Remedies of Default. Whenever any e of
def aul[creferred e 33.03 hereof shall have happened
and be c ing,oL cshall have she right a sole option
ithout anyrfuriher demand o take one or any
combinaeron of [he fo3lowing remedial s~eps:
(a) i[h o ithout t inq ehis Agreement, r
possessionwof the Equipmeneeandnsell, lease o subleaseethee
equipment for Che a of Che Lessee, holding Lessee liable
for r and ocher a s payable by L e hereunder t the end
of thenoriginal Termmornthe [hen current Renewal Term, and,
(b) take what t law o equity may appear
ary or desrrable eo enforce its rights as the owner of the
Equipment.
Section 1 medy Excly_sj_gv medy herein
onf erred upon3o rved to L ended to be exclusive
and e try such r medyeshall be c mulativenand shall be i
additiov to every other r medy qiv under this Agreement n
hereafter e ing at laweo equity. o delay o
anyrright or powers ivg uponNdefaule shalllimpair[o
andrsvch right or power may best rcrsed from tame to trme as
often as may be deemed expedientxe
MISCELLANEOUS
Section 14.01 N All n tifica[es o other
cations herevnde re shall be sufficiently given andrshall be
deemedrgiven when delivered o ailed by registered mail, postage
prepaid, to the parties at [heir respective places of business.
Section 19.02 Binding Effect. This Agreement shall i to
the benefit of and shall be binding upon Lessor or Lessee ands
[heir respective successor and assigns.
.03 S rabil itv. [he e any provision of
this Agreement4shallebe held i valid o enforceable by any
ompeC enY jurisdic uch holding shall n
rnvalida[e or render unenf orceab`_e any oe her prwisionthereof.
4 Amendme The f. of this Agreement shall
t beew vedL4 altered, modified, supplemented o ended i any
what cepe by w signed by [he
Lessor and thevLessee; n shalltanyr svchua endment that effects
the rights of Lessor's assignee by effective without such
assignee's consent.
4.05 E This Agreement may
be e tedni ralsc terpar aoch of which shall be a
riginal and al leof whichushall constrtu[e but one and [he same
Section 1 oolicable Law and Venue. This Agreement
shall be governed6by and c ved i ordance with the laws of
[he S of Plorida. esf or anyna n brought by any party
on [his[Lease shall be in Sema Ole County Florida.
4.07 C The captions or headings, r this
Agreemenera elf or c only and n way define, limit o
describe the scope or rveeneeof any provisions or secerons ofr
this Agreement.
This Agreement c ores
Che e oagreemenCnbe[ween Lessor and L No w
modification o change o of ehis Agreement shall
bindeei ther party unless i ingtsigned by both parties, and
Chen such w modification o change shall be
effec onlyei specific i and for the specific purpose
giventivThere a vnderscandings, agreements represencat ions
express o implied, n specified herein regarding
thisaAgreemenC. o the Equipment leased hereunder. Any e and
ondiCion of any purchase order o other document (w ithe[he
cepCi sof Supplements) submitted by L r[h
this Agre ent which a addition C ~thwthe
and conditions ofathis Agreemene willin onbesbinding o
Lessor and will n apply t [his Agreement. oLessee by Che n
signature below ofti uthorized representative acknowledges
that it has read [hissAgreemenC, understand it, and agrees to be
bound by iCS terms and conditions.
4.09 At tornev' In anY litigation, including
appealscta ing o of Chi ss agreement the prevailing party shall
be entitled3to attorney's fees.
IN WITNESS W r has e ted this Agreement i
corporate n i~h i corporatexseal hereuneo affixed and
ted by i saduly authorized officers, and Lessee has c sed
ChissAgreement Co be e red i orporaCe n ith its
orporate seal horeun[oea£f ixednandsa ted by i s duly
uthorized officers. All of the abovetoccurred as of the date
first wrvtten below.
BY: ay:
Title: Title:
Lessee: CITY OF LONGWOOD
ate, ~~~ fiy ~~~9
itle: ~irYt %~~i K Title: /hA/oiP
Dat ~ ezi 99
(GEAL)
Page 13 of 13
DESCRZPTION OF EQUIPMENT
The Equipment which i ehe subject of the a ached
Lease and Purchase Agreement dated April 4, 1994 ie asxfollows:
2-Southern Coach Fire Truck Pumpers
Together with all additions, accessions artd
replacements thereto.
e hereby c [if ies that the description of the
personal property s [ forxh above c
description of the eEquipmene" as deEinedu insthe attached Lease
and Purchase Agreement.
LOCATSON OF THE EQUIPMENT:
One truck at each location:
400 W n A en
ood ood
LESSOR. ING CORP., LESSEE: CITY OF LONGW
PN~~CKY
EY E ~0~pp,~~
TITL TITLE ~~0.1
DAT _ HATE ~~, i~~
~~~
City of Longwood
To The Lease D [ed April 4, 1994
Pa n~enC Due Dale er nal Balance
1] 29,169.90 4/19/94 e50 4.90 19
2] 29,169.90 10/19/94 10.45 19,954.45 1'15,08D.605
3] 29,164.90 4/19/95 .43 20,303.4] 155,49"/.19
41 24,164.90 10/19/95 3,343.19 0,821."!2 13 670.47
5] ,.169.90 4/.19/95 5.52
67 24,169.90 10/19/96 2,438.23 21,>26.68 39 6Y9.43
3j 4/19/92 1,973.11 2,193.'19 69,405.63
07 SD/29/92 1,993.94 '10.96 46,814.67
9] 4/19/90 1,006.5.1 23,656.29
107 24,164.90 ID/19/90 508.61 23,656.29 0.00
Annual Percentage Rate - 9.3%
The City of Longwood has designated this loan a "qualified
- empt obligation" pursuant to Sec. 2651b)(3)aof ehe 2 val
Revenue Code and represenes that it has n [ issued and doestn
end t than $a D, 000, 000 of ~ - empt obligations"
tthe calendar year 1999. Should it be determined that Chis
obligation does n t qualify a "qualified t empe
Obligation" the i [ forth herei nXwill be
adjusted [o PNC Hank eKentuckyas2nC. s prime rate fox the entire
term of the L
LESSOR: oNC LEASING CORP., LESSEE. Y OF LONGWOOD
KENTUCI(Y /'
ay: _ BY: ~f1uf _wA~~
Title: Title: /%JAYO/~~
pate Date ~,~t~C, /~' / / 9~
C es~~ _ <C c.~
G2 i>Y L2C6 F~
ehe undersigned officer of C of Longwood (the
e") being [he person duly charged, with oehers, wiCh the
e sponsibility for i ing the L obligation i the form of
that c Agreementue i[led and P rchase Agreement"
(the "Agreement") dated April 4, .1.999, and issued said date
HEREBY CERTIFY THAT:
The Agreemene w ued by Che Lessee under and
pvrsuane to law [o finance theaacquisition of certarn equipment
described therein.
Pursuant t the Agreement, the Lessee is e itled
aid equipment i sidera[ion for ehe obligati ion of
therL under the Agreement.n Said equipment will be used i
furtherance of the public purposes OE the Lessee. The L
does n end t sell said equipment o aid Agzeementao 0
otherwiser dispose of said equipment duringsthe C of Che t
Agreemene. The Lessee will n any m ae s,~sfunds or
other "proceeds" as a result of eheeAgreement.n
The L e has n ued n chat i
ertif icate may n Y beszelied uponrwith respecCCC its i
has been advised [haC any adverse action by the Commrssaonersof
Ivternal Revenue >s,contemplated.
To Che best of my knowledge, information and belief the
expectations herein expressed a nable and there a
facts, e oehe~ than those expressed
herein thaemwould materrallyaaEfect ehe expectations herein
expressed.
IN WITNESS WHER ~OF, I have hereunto set my hand this
7%Sf. day o£ 19~
LESSOR. PN AEING ., .SSE.. Y OF LONGWOOE
HY ICENTOCAY SY P~~ ~_~
TITL TITLE /~/r%yo,c
E
TT~!~~~ a s~
c~Tr G~tEK
e have e red i a lease a i[h P ing
Corps Kentuckyee ordance withro r lease agreements the
leased equipment (seeaa ached Exhibit) r o be c red with
proper i and evidence of such i o furnished
to them duringcthe full C of Che leaseu(monthr[ nth binders
are not acceptable) beginning immediately and endingmon
The following checked i em (sl need to be furnished t them
rn order to fulfill this requirement of the lease agreement:
_~ Physical -amage Z nclude fire, e end
rage, vartdalism,~ maleciousrmrschief and theft in
theeamount of 5
A l301 thirty day n of ication of
expiraeiov/cancellation clause a ached t the policy,
also n ming PNC LEASING CORP., KENTUCKY as Loss Payee
as their intereses may appear.
Liability In with $1,000,000 bodily injury and
$100, OOO propertycdamage coverage.
Please send the i ial Cereif ica[e of Insurance and all
~~ renewal notices to.
PNC Leasing Corp., K ucky
e Specialist
9nFOUrC huAVenue-Suite 2
Louisville, KY 40202-2514
The aforementioned should be forwarded within 110) Len
working days from the receipt of this le[te r.
ATT~ T: You truly,
~i~ lia.d,.~_,/
C~/TY ~~^`~ ///.9LO~f
T' le'
AL USE/SOURCE. O UN-S LETTF,R
STATETAND MllNICiPAL LEASE/PURCHASE AGREEMENT
PNC L inq Corp., Kentucky
535 F urth A Suite >ai
Louisville, XY 40202
Gentlemen:
This confirms and affirms that Che Equipment described i the
State and M cipal L se/Purchase Agreement dated Apriln4 1994
(the "Lease'~)ly ial t [he function of Che undersigned or
to the servrce weeprovide to our cvtvzens.
urther, we have a mediate need Eor, and expect [ make
mediate a of, substantially all such Equipment, which need i
emporary o expected to diminish i [he foreseeable future s
SuchtEquipment will be used by u only for the purpose of
performing o of o r governmental or proprietary
fun v[h the permissible scope of o uthority.
Specif ically~s uchnGgvipment w selected by u to berused as
follows: 2 uthe rn C ach F eaTnck P
The e ted useful life o£ such Equipmene based upon
manufacturer's r seneatvves and our projected need i
Our s of funds for payments of the r t due under the Lease
for thercurrent fiscal year i ral r e funds
expect and a <ipaee adequate funds to be a ailabLe for all
future paymene snof rent due after the current fiscal year for the
following:
2-Southern Coach Fvre Truck Pumpers
very truly yours,
LESSOR: PNC LEASING CORP., LES // T OOn
Sy xENTUCxY EY: ~~.. `OY
Hate note: ~2/ 99
E.~~ ~`
~~rr c<~~x
pmt Bank, Kentucky, 1
9 Fourth Avenue, Suite >o.i.
Louisville, KY 40202
Gentlemen:
This letter is being provided i c ~ net ion with the Lease
documents executed on April h, 1994.n
Rather Chan purchasing the equipment described i these
doc s fro the espective vendors fora ash price, the city
n felt [hat i ould be m e beneficial £or [he City of
Longwood to finance the equipment £rom your inst atution.
cognize that the C Cal Financing c eeds the
purchase price wieh the difference representing the i
which o [he present takedasn a s to a ualized
not a.3& o the lease t underseand that in
allowing u sthis below-normal pricing,ePNC Bank, Kentucky i
ing that o emption a apolitical subdivison £lows
through to themumakingethis income e empt from Federal Income
sincerely
Title: /77i%~'O
pace: C1~'tioe ~/. /951
ATTEB' . /
LEa~ ~ixlEC,
irY ~<-xiC
~9
~~~_>
~t~~7 II{ ~Olt$(1tIIII{1
DATE: Apri112. 1994
TO: Paul l.ovestrand, Mayor
FROM: Dan McNutt, Finance Director ~~~
S11B1: Assignment of Certificate of Deposit to PNC Bank
When the lease agree nt for the (ire vehicles has been approved by the Com on April 18th,
end the eoatme[ hes been signed, PNC Benk will purchnse a 8220,000.00 certificate of deposit
(am tofthe loan)and wdl pay Longwood thei emod on ntil delivery of the vehicles
When they are delivered end tha Fre Depenment has accepted them, PNC Benk will in t rn pay the
manur unrer the szzo,ooo.oo_
PNC Bank hzs asked that you sign the attached "Assignment of Deposit Account^ form since . they
will be purchasing the CD, but will need it assignW beok to thorn.
Thank you
Eab em~R~ehworur~ra.o~~a~<~-
ASSIGNMENp OFDEPOSIT ACCOUNT
70:, PNC Leasing Corp., Kentucky
539 4th Avenue, Suite 20l
Louisville, Kenweky 40202
("PNCLC")
BY: 13 W d. FL 32>50
e~ Name of Lessee W Address
Name of Isssee Address
(hereinafrer,-wheNer one or more, Bled "Lessee")
DATE OF ASSIGNMENT:
FOR VALUE RECEIVED, in wnsideradon of, antl az security for, csedi[ or the
extension or renewal of cruli[-or credi~s, Ne Lessee joinlly antl severally if more Nan one,
hueby assigns, pledges and transfersro PNCLC, its successors and azsignees, alt nigh; title
antl incerest in and W Ne account(s) and cenifcates(s) (jointly "Account`) wYtich aze
iaendred as fouows:
Type of Acco Numbe[ of Account: Curzent Balance Name & Address
Savings, Passbook, Savings, Passbook, To Dale or Face of Financial
Ccrlifca[e of or Cettificate of Amoune Insdmfion:
Savings, Invemnem Savings Investment
or Deposit ox Deposit
yus ~l snms, ,nanamg interese, now or at any nme hereannr on aepoaa or me or w
become due on any such Accoum. -
The Berms "Credit" or "Crediu" are us W Nroughout Nis Assignment in Neir broadest
and most comprehensive .sense, and include, wiNOU[ limiting Ne generality o(Ne foregoing
(a) all sums of money which PNCLC hercbfore M1aa advance, loanul or hereaRer advances
I of 3
or lends to Lessee or forwhich Lessee iz obligated to pay, wheUer such sums have been or
hereattes aze drawn fcom or paid out by PNCLC by or on checks, tlrafts, overdrafts
acceptances, promissory notes or otherevidences of indebtedness made, endorsed or
guaranteed by Lessee, either alone or wiU others; and (b) all oUer obligations of Lessee,
alone or with others, absolute or contingent, joint orjoint and uvere7, arising from any other
financial accommodation given or wntinued from PNCLC w lessee or ac Lessee's request.
tf Ue lessee fails to pay any of Ue <crdi[ secured hereby when the same slWl become
due and payable, PNCLC shall have all of Ue-rights and remediu of a secured parry under
Ue Uniform Commercial Code of Kentucky and U addition thereW shall have the right m
surrender Ue Acwupt described herein and apply the proceeds Uereo(m the payment of said
Credit or Credis. -
Any noticeiequired to be given under Ne Uniform Commercat Cade of Kentucky, or
any oUer applicable provision of law, shall be deemed duly given.if'mailed to Ue Lessee, at
the addrus shown above, at least (5) days prior to occurzence of the acts referred w in said
notice. - -
The Casee hecdty irrevocably constitutes and appoints PNCLC Ue Lessee's true and
lawful attorney, wiU full power of substitution to ask, demaM, collect, eceipt for,
sue for, compound and giveauryi{lance for any and all amounts which may be or become
due or payable under the said Account, ro exrcuro any and all withdrawal reuapss or oNer
orders for the payment of money dmwn on saitl Account and to endoru the name of Ue
Lessee on all commercial paper given in payment or in pan payment thereof, and in its
disaedon to file any claim of take'any other.aetion or proceeding, either in its own name nr
m [he name of the Lessee otherwise, which PNCLC may deem' necexsary or appropriate to
pmvst and preserve Ne right, title and interert of PNCLC hereunder, and without limiting
Ue foregoing PNCLC shalt have and is hereby given full power and authority to vans(er the
2of3
said Acwunt inm the name of PNCLC or lh nominee.
The lessee representz and warrants That the A¢ount is genuine and'm all respects
what it purports m be; Nat Ne Lessee is Ne owner thereof frce and <leaz of a71 lienz,
encumbrances of any nature whatsoever, Na[ lessee, or any of Nem if mare than one, has
o[ previously avsigned, repor+sd a toss or theft, or requested a replacemen[ of Ibe Accoun[;
and Nat the Lessee haz full power, right and authority to execute atW deliver this azsignment.
This aszignment and all representations and' warranries, power and dghb herein
wntained or rasulting huefrom are binding upon and shall inure to the bcneft of Ne parties
hereto and Nev respective suwessors, personal ceprecentalives and assigns.
This azsignment shall be deemed to have been made in Louisville, Kentucky and sball
be interpreted and Ne rights, Iiabitities and obligations hereunder shall be determined by the
laws of the Commonwealth of Kenucky.
IN WITNESS WHEREOF the Lessee has hereunto se[ hit hand and scat Nis~7/+~,day
o~ ,, _199
~ ~ ~~a~ ~
/T
(WiNess) (Lessee)
(wimeu) (t-essm)
ACCF.YTANCE OF ASSIGNMENT;
The Finanual Institution lis[e0 below hereby mrtifies (I) Nat Ne above-listed Accoun[
information is nueand corzmt as of this date,'(2) Nat the Lessee's signature(s) compare
wrtecdy with itz files, and (3) That Ne above Assignm is hereby acceptW and bas been
propuly recorded on its tiles.
Name of Financial Inmtuoon
Date: Hy:
t BHI9126 AEVtSID 3/93 3of3 Autborized0(ficcr (TItI¢)
A RI
9 s~~,
" ~itg of jrungfunn~
-~~ pls wFSr wnaac>v AVSrrus ioucwo~o. ~lowon>zlwnirr
~aoNS COOn wo,+w FAxcm»>~9.~n9
April 19, 399.
P\C Le- inq Corp., Keatnaky
539 4thaAVenue
mine 30l
to'ai swill e, xentucky 50202-2614
RS: Lease Agraana.:i between City o{ Longwood, Florida
and R inq Cozp., x ucky
a _tornayLxaopinion Letternt
Gentlemen:
Sn esponss your request £or an Attornev's Opinion
this will con_rra the £ollowinq:
3. Tha City o£ Longwood i political subdivision o£ the
o£ Florida. IL t sa8 valorem tax r e Funds £rem
aalaestate in the City which is collected by Seminole County and
forwaxdad to the City.
2. The lease w- approved at a until maetiag on February
~, 1994. The approvalso£ the lease agreement and actual spending
adopted n {first reading on April 4, 1994 aid final approval
was mane on April 32, 1994.
3. That the City C n has the autDOri iy t
the lease and to DinC .thapol itical subdivision to the t®ermsravd
ondi tions of iha lease beyond the of the City
Commission members shcu38 a change occur during thenrerm o. the
lases.
4. aul estiand, Mayor, ZamDri, City Clerk by
irtua o£F the City 'charter ana City Code aid authorization by
orainanpe.
s. The city of ooa naa designates this loan
"quali Eied tax-exempi Lobii.gation" our ant Yo 5 265(b7(3 )sof
the Internal Revenue Code and represents that it ohas n uetl
and does end to issue mo thaw 510,000.00 0£ - empt
obligationso'ti nthe calantlar yaara3994. sDOUld it be det rminetl
that this obl igation dose not qualify as a "goal vfied tax-exempt
C~u w ss
E~h~nc;n4 4+=4m~n or ur. ro, a, c,;x~-
PXC Lc- ins Corp., Xanincky
iil 19, 1994
Fage 2
RS: Agreement uith City o£
Longwood, Florida
obligation" the interest aet forth herein wi31 be
adjusted to (tlegired taxablea'rata) for the enta..e term of the
Ai T s, Sr.
ity Atto y
City o£ Dogwood
AST:Spa
cc. Mayor and city c .
Shelton Smith, CitysAdminisirator '
Geraldine Zambri, City Clark
., a-~:a
TE OF FlOflIOA
x.- UNIFONM COMMEPCIAL COGE SFINANCING STATEMENT - FOPM UCGt flEV. 19Bt
s°E~~ea'F a~B =o~e~y ~ =et~e~r B
z v 68aes~~~i cmia~~~ei m~eresr ~nae~ iea~e ~o ~I,~ 9en~o~ ae~~ee~ea
n. w~~~w.~ow,o,..,~.4 ,....e,..,~.,.,,ae.~.~de a.,~~.~..,.ae,w.>ow..a~_~.~~..~,...,.
0 0
..,o.......,...a~,~.; .,.,,ae~w,~......a...Po.....,..,,w,...,.a -1-
o.w...e.,,e„~.,a.,,...,p.mu..a,m,,,.,..,,.m...o,u, ,,.,~~,~
,a ~~,~ L^ -- -------
:,., o.a,.~E„o..,.~..E
DA'Cli: April I, 1994
't'O: Panl Lovestrand`, Mayor
FROM: Dnn MWutt pJTy-
SUBI: PNC Leasing Corp. Contract for Fimndng o[ the Fire Vehicles
Pleas sign the attached w where the yellow stickies are attached.
Also,eplease use the date Aprilc4, 1994 as the data it is ignecl.
Ifl
Thanks!
.~ eA., o~,,..,mw..a. .„~.~ ~„e.,ao.o....oa.~.w,. n;~:a. ~.
....~.aP Ee 13 N. warren A~e.
32]30
~e PNC Leasing C p xenencky
..i.ixa.ooeess 339 Paurch Ave., Suire 20l
~ s sswneo o.nn nrwn u..~x...n~.~~„c.~.em
..>o~.. See aecached exhibie A. ~~..~ae~~.e„i,...~.sn .,~. •~°"amo••M=. iau~
end solely e
P r y e (Lessor)sCOllacerat rnreres[ under lease co the O~eb~ore (i.e+~s~~s~e~e~y ed
5. eAV - .. b _%_ 1
a.,... ~l~P of LoN~wopp
o ~ ,z. _~...~.,se,=.~~,.o
' ss SI9 Ave e 20t_ ..s..~cs oa.ss o..e
RY 40 02