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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 ~t here2r e aaa the ea a n®rohv repealed.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