HomeMy WebLinkAboutR-1994-089A RESOLUTION OF THE CITY OF DANIA, FLORIDA,
APPROVING LEASE AND PURCHASE AGREEMENT
BETWEEN THE CITY OF DANIA AND PNC LEASING
CORP, RELATING TO THE PURCHASE OF ONE (1)
1995 RESCUE VEHICLE WITH FREIGHTLINER
CHASSIS; AUTHORIZING THE EXECUTION OF THE
AGREEMENT; AND PROVIDING FOR AN EFFECTIVE
DATE.
ATTEST:OR-CO MISSIONER
CITY C K - AUDITOR
APPROVED AS TO FORM AND CORRECTNESS
/,f,/*.BY:
F ran C. Adler, City Attorney
Resolution 11o. B9-94
W
RESOLUTION NO. 8e-94
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA,
FLORIDA:
Section 1. That that certain Lease and Purchase Agreement between the City of
Dania and PNC Leasing Corp. relating to the purchase of one (1) 1995 National Rescue
Vehicle with Freightliner Chassis, copy of which is attached hereto as Exhibit "A", be and
the same is hereby approved and the appropriate city officials are hereby authorized to
execute same.
Section 2. That this resolution shall be in force and take effect immediately upon
its passage and adoption.
PASSEDandADOPTEDthis 14 dayof June ,1994.
LEASE AND PI,RCHASE AGREEMENT
Lessor:PNC Leasing Corp., KenEucky
539 4t.h Avenue, SuiEe 201Louisville, Kentucky 40202
Lessee: City of Dania
Date:May 25, 1994
This Lease and Purchase Agreement. (the "AgreemenE" ) enteredinto beEween PNC Leasing corp., Kentucky, ("Lessor") a FloridacorporaEion and Cj-t.y of Dania ("Lessee"), a body corporat.e andpolitic duly organized and existing under the laws of Ehe St.aE.eof Florida.
WHEREAS, Lessor desires Eo lease the EquipmenE, ashereinafter defined, Eo Lessee, and Lessee desires to lease the
Equipment from Lessor, subject t.o the Eerms and conditj-ons of andfor the purposes set. forth in this Agreement; and
lawsset
WHEREAS, Lessee is auEhorized under t.he Const.it.ution andof the State Eo enter inEo this Agreement for the purposesforth herein; and
WHEREAS, aE a duly cal1ed meeting of the giowerning body of
Lessee held on the 10th day of May, 1994, a resolut j-on was
intsroduced and adopted authorizing Ehe lease of the eguipmenE
described in the Attsached ExhibiE 'A'.
NOw. THEREFORE; for and in consideration of the premiseshereinafter contained, Ehe parEies hereby agiree as follows:
ARTICLE I
COVENANTS OF LESSEE
Lessee represents, covenants
Lessor and its assignees, as
(a) Lessee is a public
organized and exisLing under
S t at.e of Florida.
and warrants, for t.he benefit offol lows :
body, corporate and polit.ic.
Ehe Constituti-on and laws of duly
the
(b) Lessee will do or cause t.o be done all things necessaryto preserve and keep in fu11 force and effect iEs existence as a
body corporate and politic.
Page 1of l-3
EXHIBIT "A"
W I T N E S S E T H:
(c) Lessee is aut.horized under E.he Conscit.ut.ion and laws ofEhe StaE.e of Florida to enter into Ehis Agreement and t.heEransaction cont.emplated hereby, and to perform all of itsobligaEions hereunder.
(d) Lessee has been duly auEhorized to execute and deliverthj-s Agreements under the terms and provisions of the resolutionof its governing body, or by oEher appropriate officj.al approval ,and furt.her represents, covenants and warrants that all-
requj-rement.s have been met and procedures have occurred in orderto ensure Ehe enforceability of this Agreement, and Lessee hascomplied wiE.h such public bidding requirements as MAY beapplicable to this Agreement and the acguisition by Lessee of the
Equipments hereunder.
(f) The equipment will have
Ehe Lessee EhaE is substantially
The following
unLess the context
Ii-fe in the hands ofof the Oriqinal Terms.
a usefuL
i h 6v^add
(g) The Equipment is and during the period this Agreementsis in force, will remain, personal property and when subjected touse by Lessee under this Agreement, will not be or becomefixtures -
ART ] CI-,E II
DEF INIT I ONS
terms will have the meanings indicaced belowclearly requires otherwise:
"Agreement" means t.his Lease and Purchase AgreemenE,j-ncluding t.he Exhibits attached hereto, as t.he same may be
supplemented or amended from time to tj-me in accordance wj-E.h t.he
Eerms hereof.
" Commencement Date" is E.he date when tshe t.erm of t.hisAgreement begins and Lessee's obligation to pay renE. accrues,which daEe shall be the daEe on which Ehe Equipment is acceptedby Lessee as indicated on Ehe Certificate of Acceptance att.achedhereto as Exhi-bit B.
Page 2 of 13
(e) During Ehe term of Ehis Agreement. the Equipment willbe used by Lessee only for the purpose of performing one or moregovernment.al or proprieEary funcEions of Lessee consist.ent. wj,ththe permj.ssible scope of Lessee's authority and will not be usedin a Erade or business of any person or entity other than the
Lessee.
"Equipment" means property described in Exhibit. A which is
Ehe subject of this Agreement..
"Lease Term" means the Original Term and all Renewal Termsprovi.ded for in Ehis Agreement under Sect.ion 4.01.
"Lessee'r means the Cit.y of Dania acEing as Lessee hereunder,or any surviving or resulting Ent.ity of the said City of Dania.
trLessortr means (i) PNc Leasing Corp., Kentucky acEing asLessor hereunder; (ii) any surviving, resulE.ing or Eransfereecorporation; and (iii) except. r,,rhere t.he context reguiresoEherwise, any assignee (s) of Lessor.
" Orig j-na1 Term "unEi-I Ehe end of t.he
CommencemenE Date.
the period fromyear of Lessee
Commencement Dateeffect at. the
meansfiscal Ehein
"Purchase Price" means Ehe amount whj-ch Lessee may, in it,sdiscretion, pay to Lessor in order Eo purchase the EquipmenE, asset f ort.h in Exhibit. C heret.o.
"Renewal Termsrr means E.he renewal Eerms of the Agreemen!provided for in Article IV of this Agreement, each having aduraEion of one year and a Eerm co-extsensj.ve wit.h the Lessee'sfiscal year except the last of such renewal Eerms which shal1on Ehe date of tshe last Rental Pa).ments set forth in ExhibiE Cthis Agreement .
trVendor means the manufacturer of Ehe Equipment. as wellthe agents or dealers of the manufacturer from whom Lessorpurchased or is purchasing the Equipmene.
end
Eo
LEASE OF EQUIPMENT
Lessor hereby demises, leases and- let,s to Lessee and Lesseerents, leases and hires from Lessor, t.he EgulpmenE, in accordancewith t,he provisions of this Agreement, to have and to hold forthe Lease Term.
ARTICLE IV
LEASE TERM
Sect.ion 4.01 Commencement of Lease Term.The Original Termof this Agreement sha1l commence on Ehe daEe of the execution ofthis Agreement. and sha11 termj-nate the 1as! day of Lessee'scurrent. fiscal year. The L.,ease Term wj-1l be automatically
renewed at Ehe end of the Original Term or any Renewal Term foran additional one year. unless !.he Lessee gives writE.en notice t.oLessor not. Iess than 90 days prior to the end of the Original
Term or Renewal Term t.hen in effect, or such greaEer notice asmay be provided in ArE.icle VI , of Lessee's intent,ion !o termi-nat.e
Page 3 of l-3
ARTICLE III
this AgreemenE aE the end of Ehe Original Term or Ehen current,Renewal Term pursuant. E.o Article XI or Article Vf, as t.he casemay be. The terms and condj-tions during any Renewal Term shaI1be the same as the E.erms and conditions during t.he Original Term,excepE E.haE. the Rental PaymenEs sha11 be as provided in ExhibiE Cof this Agreement .
SecE.ion 4.02 Termi nation of Lea e Term.The Lease Term willterminaEe upon E.he earliesE of any of Ehe following events;
(a) the expiratsion of Ehe Original Term or any Renewal Termof t.his Agreement and the nonrenewal of this Agreement in Eheevent. of nonappropriation of funds pursuant Eo SecEion 5.05,.
(b) the exercise by Lessee of Ehe opt,ion to purchase E,heEquipment. grant,ed under the provj,sions of Articles IX or XI ofE.his Agreement. ;
(c) a def auLE by IJessee and Lessor, s election t.o E.erminat.et.his Agreement under Article XIII, or
(d) the paymen! by Lessee of all Rent.al pa)rments authorizedor requj-red to be paid by Lessee hereunder.
ARTICI.,,E V
EN,fOYIVIENT OF EQUIPMENT
Lessor hereby covenants !o provide LesseeTerm with quiet use and enjoymenE., and LesseeLease Term peaceably and guietJ.y have and hold
Equ j-pment, wiEhout, suiE, trouble or hindranceas expressly seE. forth in tshj.s Agreement..
during the Leasesha11 during Eheand enjoy thefrom Lessor, except
Lessor shal1 have t.he right aE all responsj_b1e times duringbusiness hours Eo ent.er into and upon the property of Lessee foiEhe purposes of inspect,ing the EquipmenE.
ARTICLE VI
RENTAL PAYIVIENTS
Sect.ion 6.01 Rental Pavme nts t.o Const.it.ute a Cur ent. Expenseof L,essee. Lessor and Lessee understand and int.end thaE. theobligation of Lessee to pay RenEal Payments hereunder sha11constiEute a current. expense of Lessee and sha11 not in any waybe construed Eo be a debE of Lessee in contravenEion of anvapplicable constitutional or staEutory limiEations orrequirements concerning Ehe creations of indebE.edness by Lessee,nor shal1 anything contained herein constiE.ute a pledge of thegeneral tax revenues, funds or monies of Lessee.
Paqe 4 of 13
Section 5.02 payment 9f Bent.al pay.rnents. Lessee shal1 payRent.al- Payments, exclusively from 1ega11y available funds, inl-awful money of Ehe Uni.E.ed Slate of America, Eo Lessor or, i_n tneevent of ass j_gnmen! by Lessor, to its assignee, in the amounE.sand on the dates set forth in Exhibit C hereto. Renta1 paymentssha11 be in consideration for Lessee, s use of the Equj_pmeniduring che applicable year in which such payments aie -due.
Sect ton 5.03 a onen A port.l-onof each Lease Rental Pavment is paid as, and represenE s palmentof, inEerest and the balance of each Rental Pa)rment is paid asand represents palment of, princ j-paI . Exhibit C hereto setsforth E.he interest component. and the principal componenE. of eachRental Palment during the Lease Term. If this Agreement isnonrenewed pursuan! to Sect.ion 5.05, no further obligation forpa)rmenE of t.he principal or inE.eresE portion of all future LeaseRental Pa)ments shaIl exist..
SecEion 5,04 Rental Paments t o be Uncondi t i-onal .Theobl igaE.ions ofrequired underperform and obsherein, shal-1 bas expressly prdispute betweenLessee shaI1 masha11 not, withhof such disputecount.erclaim agduri.ng t.he Orig
sha11 noE. be abat.ed E.hrough accident. or unforeseen circumsEances.
Sect.ion 5.05 Cont in uation of Le ase Term bv Lessee.
Lessee Eo make payment of the RenEal palrment.sthis Article VI and ot.her sections hereof, and toe:'ve t.he covenants and agreements containede absolut.e and unconditional in all events, excepEovided under t.his Agreement.. Notwithstanding an|Lessee or IJessor, any Vendor or any other person,ke all pa)rmenE.s of Rental Pa)menEs when due- andoId any Rental Palments pending final resolut.ion, nor shalI Lessee assert any right of set.-off oraj.nst iE,s obligation Eo make Rental paymentsinal Terrn or the Ehen current Renewal term and
intends, subj ethe Lease Term
cE to the provis j.ons of Section 8.06,
Ehrough Ehe Original Term and all of Eo
Ehe
Lessee
cont inue
RenewalTerms and t.o pay the Rental palments hereunder. Lesseereasonably believes that, Iega11y available funds of an amounEsufficienE to make all Rent.aL pa)rmenEs during the Original Termand each of t.he Renewal Terms can be obtained
SecEi-on 5.05 Nonrenewal . In the event that the Lessee inits sole discretion deE.ermines not. Eo appropriate funds for thepayments of Rental Pa)ments for any Renewal Term t.hen Lessee mayEerminat.e this Agreement. at t.he end of the Ehen current OriginaiTerm or Renewal Term, and Lessee shaIl noE be obligaEed to iakepaymenE. of the RentaL PalmenEs provided for in thii Agreementbeyond Ehe then current Rental Term or Renewal_ Term. Lesseeagrees t.o deliver notice to Lessor of such notice of terminationaE least. 90 days pri,or Eo t.he end of t.he then current Original orRenewal Term. If this Agreement is E.erminaE.ed under this Section
5 .05., Lessee. agrees peaceably t.o del-iver t.he Equipment E.o LessoraE. the locaE.ion specified by Lessor. To t.he eitent Iawfu1 ,
Page 5 of 13
Lessee shal1 not, unt.i1
Renewal Term would haveor use of eguipment (ort.o t.his Agreement .
Ehe dat.e on which Ehe next. recurrinoended, expend any f unds f or t.he pl.,rih"".service) similar Eo Ehe equipmenE. subject
ART I CLE
TITLE TO EQUTPMENT;
VII
SECIIRITY INTEREST
Section 7 - 01this Agreement, Erepairs, replacem
subj ect Eo the rievent of defauLtforth in Sectionin Lessor, and Le
Equipment to Less
. During E.he t.erms ofitLe Eo che Equj-pment and any and all addit.ions,ents or modifications shall vesE. in Lessee,ghEs of Lessor under Ehis Agreement. In theas seE forth i-n SecEion 13.02 of nonrenewals set6.06, TitLe Eo Equipment, sha11 immediately vest.ssee wi.11 reasonably surrender possession of t,he
e t.o th E
SecEion 7.02 Securitv Interest To secure the paymenE ofall Lessee's obligations under t.his Agreement, Lessee grants toLessor a security interest. constiE.uting a first lien on theequipmenE and on all addiE.ions, aEtachmenE.s, accessions and
subst. j-tut.ions Ehereto, and on all proceeds therefrom. Lesseeagrees to execute such addit.ional document.s, ineluding financingst.aEement.s, af fidavi.Es, notices and similar instrumenE.s, in formsat.isfactory to Lessor, which Lessor deems necessary orapproprj.aEe to establish and maintain its securit.y j.nteresE, andupon assignment, the securit.y interest of any assignee of Lessor,in the equipment.
ARTICLE VIII
MAIMIENANCE MODIFICATION; TAXES ;
INSURANCE AND OTHER CHARGES
Section 8.01, Maintenance of e ipment. bv Lessee.Lesseeagrees lhat at. all Eimes during E.he Lease Term Lessee wi1I, atLessee's own cost and erpense, maint.ain, preserve and keep theequipment. in good repair, working order and condj-E j-on, and thaE.Lessee will from ti.me Eo E.ime make or cause E,o be made allnecessary and proper repaJ.r, replacements and renewal . Lessorsha11 have no responsibiliEy in any of these matters, or for themaking of j-mprovemenEs or addiEions Eo Ehe equipment. IfrequesEed by Lessor, Lessee will enter int.o a mainEenancecont.ract. for the Equipment wit.h Vendor.
Section 8.02 Taxes, othe r Governmental Charq es and UtiliEvCharqes. The parties to this Agreement contemplate that EheEquipment wj-1l be used for a governmental purpose of L.,essee and,Eherefore, tha! the Equipment will be exempt from all taxpresenEly assessed and levied wiE.h respect to personal propert.y.In t.he event thaE. the use, possession or acquisition of the
Page 5 of 13
EquipmenE is found to be subject to taxat j_on in any form (exceptfor income E.axes to Lessor) , Lessee will pay during t.he LeaseTerm, as Ehe same respectively come due all- Eaxes Indgovernmental charges of any kind whaEsoever that may at any Eimebe 1awfuIly assessed or levied against or wit.h r"spi.t to LheEquj.pmenE and any equJ.pmenE or oiher property acguired by Lesseein substitution for, as a renewal of replacement'of, or imodificaE.ion, j.mprovemenE or addiEion to the Equipmenc, as wellas all gas. waEer, steam, electricity, heaE, porer, teiephone,utilit.y and other charges incurred in Ctre ope-rat.ion, maiirt.enance,use, occupancy and upkeep of the Equipment, provided t.hat,, wiEhinsEall-ments over a period of years, Lessee ltra11 le obligated topay only such i.nstalLments as have occurred during Ehe ti;e Ehj_sAgreement is in effect.
expense Lessee shaI1 cause casualty, public liabiliey andproperty damage insurance to be carried and maintaj_nEd, or sha11demonstraE.e to Ehe saE.isfact.j.on of Lessor t.haE adequace self-insurance is provided wiEh respect. E.o lhe Equipmenf sufficienE !oproE.ect. the FuI1 Insurable Value (as thaE term is hereinafterdefined) of the EquipmenE., and to prot.ect. Lessor from liabilit.yj-n all events. A11 j-nsurance proceeds from casuaLEy 1osses shalIbe payable as hereinafter provided in t.his Agreemenl. Lesseeshall furnish to Lessor certj-ficaEes evidencing such coveragethroughout the Lease Term. Alternatively, Les-ee may insur6 theEquipment under a blanket insurance poli-y or policiis whichcover not only the Equj-pment but other properties. If LesseeshaLl insure similar properties by sel_ f - in;urance , Lessee willinsure the EguipmenE. by means of in adequate insurance fund.
The term ,'Fu1l Insurable Value" as used herein shall meanthe fuI1 replacement value of t.he Equipnent.
Any insurance policy pursuant. t.o this Section 8.03 sha1l beso written or endorsed as to make losses, if any. payable EoLessee and Lessor as their respect.ive interests may appear. TheNet Proceeds as defined in section 9. 01 of Ehe insuranle requiredin this Section 8. 03 sha1I be applied as provided in Articl; IXhereof. Each j-nsurance policy provided for in this Sect.ion 8.03shaLl conE.ain a provision Eo Ehe effect t.hat. t.he insurancecompany sha1l not. canceL E.he policy or modify it, mat.erially andadversely to the inE.erest. of Lessor r^riEhout iirst giving ,iittennotice thereof Eo L.,essor at least 10 days in advanle of-suchcancellaEion.
Secti,on 8 .03 Provi sions Reqardinq Insu AE iEs own
Sect.ion 8.04 Ad In the event. Lessee shalL fail t.omainE.ain E.he full- insurance coverage required by Ehis AgreemenEor sha11 fail to keep che Equipment in good repair and 5peraEingcondition, Lessor may (but shal1 be under no obligacion io)purchase Ehe required policies or j.nsurance and pay t.ne premj_umson E.he same or may make such repaj.rs or replacemenls as ire
Page 7 of 13
Section 9.0 1 Damaqe, Destruct.ion and Condemnat ion Unl ess
Lessee shal1 have exercised iEs opEion E.o purchase t.he Equipmentsby maki.ng payment. of the Purchase Prj-ce as provided herein, ifprior Eo the t.ermination of the Lease Term (a) Ehe EguipmenE orany portion thereof is destroyed (in whol-e or part) or j-s damagedby fire or other casualty or (b) tiEle t.o, or lhe temporary useof the Equipment. or any parE Ehereof sha11 be Eaken under E.heexercise of the power of eminent domain by Ehe government.al bodyor any person, firm or corporation acEing under government.alaut,horiEy, Lessee and Lessor will cause the Nec Proceeds of anyinsurance claim or condemnaEion award t.o be applied to t.he promptrepair, restoration, modif icatj.on or replacement of t.heEquipment. Any balance of the NeE Proceeds remainj-ng after suchwork has been completed sha11 be paid Eo Lessee.
For purposes of Section 8.03 and this Article IX, the termrrNeE Proceeds" sha11 mean the amount remaining from the gross
proceeds of any insurance claj-m or condemnation award after
deduct j-ng all expenses (including atsEorney's fees) incurred in
Ehe collection of such claims or award.
SecEion 9.02 Insufficiencv of Net Proceeds. If t.he Net
Proceeds are insufficient t,o pay in full Ehe cost of any repair,
resEoraEi.on, modifi.caEion or improvement, referred to in Sect.ion9.01 hereof by reason of Lessee's failure to comply with Section8.03 hereof, Lessee shall either (a) complete the work and pay
any cosE. in excess of the amoun! of Nets Proceeds. and Lesseeagrees Ehat if by reason of any such insufficiency of the Net.Proceeds, Lessee shalI make any repaymenEs pursuant Eo theprovisions of Ehj.s SecEion 9.02. Lessee shal1 not. be enE.iE.led Eoany reimbursemenE therefore from Lessor nor shall Lessee beenEitled to any diminution of the amounts payable under ArEicleVI hereof, or (b) if Lessee is not in defauLc hereunder, Lesseeshal1 pay Eo Lessor Ehe amount of the then applicable PurchasePrice, and, upon such paymenE, Ehe Lease Term shall E.erminat.e asprovided in Article XI of this AgreemenE.. The amount. of the NeE
Proceeds in excess of Ehe then applicable Purchase Price, if any,
may be reEained by Lessee.
Pac,e a or _Ll
necessary and provi,de pa).menE. thereof; and alL amounEs so advanceEherefore by Lessor shalL become additional rent for the Ehencurrent Original Term or Renewal Term, which amount.s, E.oget.herwj-th interesE. thereon Lessee agrees tso pay.
ARTIC]-,,E IX
DA]i,IAGE , DESTRUCTION AND CONDEMNATION;
USE OF NET PROCEEDS
DISCLATMER OF WARFANTIES; VENDOR, SWARRANTIES; USE oF THE EQUIPMENT
SecEion 10.01 Disclaimer of Warranties. Lessor MAKES NOWARRANTY OR REPRESENTATTON. ETTHER EXPRESS OR IMPLIED, AS TO THEVAI,UE, DESIGN, CONDITION, MERCHANTABILITY OR F]TNESS 6FPARTI CULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, ORWARRANTY WITH RESPECT THERETo. In no evenl shal] Lessor be1iab1e for any incidental , direct., special o, .orr=uqr.,.rriiiidamage in connection wiEh or arising out of this agieemeni-or theexistence, furnishing, fur:rct.ioni.ng or Lessee, s use of any i,t.em orproducts or services provided for j.n this AgreemenE..
. Section 10,02 Vendor,s hlarranEies. Lessor herebyirrevocably appoints Lessee iE.s agent and aEt.orney- in'- f act duringt.he Lease Term. so long as Lessee sha1l not be in defaulthereunder, E.o assert. from time Eo time whaEever ctaj.ms inarights, including warranties. of E.he EquipmenE., which Lessor mayhave against the Vendor of Ehe fguipment. Lessee, s sole remedyfor t,he breach of such warranty, indemni f icat. ion orrepresent.ation sha11 be againsl Ehe Vendor of the Equipment, andnot against Lessor. nor shaIl such maE.ters have any-efiectwhat.soever on the rights and obligaE.ions of Lessor wit.h respecEto this Agreement, incruding the rlght E.o receive fur.r and time1ypa).ment.s hereunder. Lessee expressly acknowledges that Lessormakes, and has made, no representat.ion or warrait.ies what.soeveras to the exisEence or availability of such warranties of EheVendor of the Equipment. .
. Section 10.03 Use of the Eouipment. Lessee wil1 noEinstal-1, _ use, operate,or mainEain cfre equipmenE. improperiy,carelessly, in violation of any applicable- law or i., i *ai.re,cont.rary to that contemplaEed by this Agreement. Lessee sha11provide all permj-ts and licenses, if any, necessary for thei,nstallat.ion and operat.ion of t,he Eguipment. In aidition, Lesseeagrees Eo comply in all respect.s (including, without limitat.ion,with respect. to t.he use, mainEenance and operation of each it.emof the body exercising any power or jurisdiction over E.he itemsof the Equipment ) ; . provided, however, t,haE Lessee may contest. ingood faith t.he validj-ty or appl j.cat.ion of any such 1iw or rule inany reasonable manner which does not,, in t,he opinion of Lessor,adversely affect Ehe esEat.e of Lessor in and tL any of the itemsof Ehe Equipment. or iE.s interest. or rights under ciis Agreement.
ARTICLE XI
ARTICLE X
OPTION TO PURCHASE
. AE. E.he request of Lessee, Lessor,s security inE.erest in E.heEguipment wi-11 be terminat.ed and t.his Agreement shaI1 t.ermi-nace:
Page 9 of 13
(a) at. the end of the Lease Term (incl-uding Renewal Term) ,upon pal.menE in ful1 of RenE.al Payment.s due hereunder, or
(b) at the end of the Original Term or any RenewaL Term,
upon payment by Lessee of the then applicable Purchase Price, or
(c) if Ehe Lease Term is terminated pursuanE. E.o ArE j-c1e Ixof this AgreemenE, in the event of tot,al damage, destruction or
condemnaEion of the Equj-pment and, if Lessee is not such date in
defau1E. under Ehis Agreement., upon paymenE of t.he then applicable
Purchase Price to Lessor.
ARTICLE XII
ASS]GNMENT, SUBLEASING,
MORTGAGING AND SELLING
Section 12.01 Assiqnments bv Lessor. This AgreemenE, and theobligalions of Lessee to make payments hereunder, may be assigned
and reassigned in whole or in part to one or more assignees or
subassigmees by Lessor at any Eime subsequent Eo its execuE.ion,without Ehe necessity of oblaining t.he consenE of Lessee;
provj.ded however, thaE no such assignment. or reassignmenE sha11
be effective unless and unEil (i) Lessee sha11 have recei-vednotice of Ehe assignment. or reassignmenE disclosing Ehe name and
address of Ehe assignee or subassignee, and (ii) in the event
thaE such assignment or reassignmen! is made E.o a bank or LrusE
company as tsrustee for holders of certificaEes representing
intseresE in this Agreement, such bank or trusE company agrees to
mainEain, or cause to be mainEained, a book-ent.ry sysEem by whicha record of the names and addresses of such holders as of anypartsicular time is kepE and agrees, upon request of Lessee, t.o
furnish such i.nformation t.o Lessee. Upon receipt of notice of
assignmenE, Lessee agrees to reflecE. in a book enEry lheassignee, designated in such notice of assignmenE, and Eo make
all payment.s Eo the assignee designat,ed in the notice of
assignmenE, noEwiEhstanding any c1aim, defense, seEoff or
counterclaim whaEsoever (whether arising from a breach of the
Agreement. or oEherwise) EhaE Lessee may from time tso !j-me have
against. Lessor, or the assignee. Lessee agrees t.o execut.e a1I
document.s, including notices of assignments and chaE.E.el mortgages
or financing staEemenEs which may be reasonably requested by
Lessor or its assignee to protecE Eheir interest on t.he Equipment
and in this AgreemenE .
SecEion 12.02 r\T^ qr'l a lcc ].menf or arrF.1 a:ei ra 1.rrr Laeeaa
This Agreement and the inE.erest of Lessee in the Equj-pment may
noE be soId, assigned or encumbered by Lessee without prior
writ.ten consent of Lessor.
Page 10 of 1,3
ART]CLE XIII
EVENTS OF DEFAULT AND REMEDIES
SecEion 13.01 EvenEs of DefaulE Defined. The following
sha11 be "events of defau1E." under tshis Agreement and the t.ermsrrevent. of defau1t" and "defau1t" shall mean, whenever E.hey are
used in this Agreement, any one or more of the following events:
(a) failure by Lessee Eo pay any Rental Palrment or other
pal.ments required Eo be paj-d hereunder at the time specifiedherein; and
(b) failure by Lessee E.o observe and perform any covenant,
conditi.on or agreement on its parE to be observed or performed,
oEher t.han as referred to in Section 13.01 (a) for a period of 30
days after wriE.Een notice, specifying such failure, andrequesting Ehat iE. be remedied as gj.ven Eo Lessee by Lessor,
unless Lessor shalJ. agree in wriEing Eo an extension of such tsi-meprior Eo iEs expiration; provided, however, if the failure stat.edin Ehe notice cannoE be correctsed wit.hin the applicable period,
Lessor will not unreasonably withhold its consent. to an extension
of such t.ime j.f corrective action is instsiEuEed by Lessee wit.hinthe applicable period and diligenEly pursued unt.iI the defaulE is
correct.ed.
The foregoing provisions of Ehis Section L3.01" are subject to lhecondit.ion EhaE if by reason of force majeure Lessor is unable in
whole or in part to carry out, j-Es agreemenE on its part herein
conEained, Lessee sha11 not be deemed i.n default during E.he
continuance of such j.nabilicy. The term 'tForce Majeure" as usedherein shall mean, wit.hout limiEatsion, the following: acts of
God, sErikes, lockouts or oEher indusE.rial disEurbances,' accs of
pub)-ic enemies, orders or resE.raints of any kind of t.he
government of the United State of America or the sE.at.e where
Lessee is locaEed or any of E,heir departments, agencies or
of f j.cials, or any c j.vil or mj-1itary authoriE,y; insurrect,ions iriots; landslides; earthquakes, fires,' sEormsi droughEs; floods;or explosions.
secEion 13.02 Remedies of Default. wheneverdefault referred Eo in Section 13.01 hereof shall
and be conE.inuing, Lessor sha11 have Ehe right. at
without. any further demand or noEice, to take one
combination of the following remedial steps:
any even! of
have happenediE.s sole opc j-on
or any
(a) wiE.h or wiEhouE terminating this AgreemenE, ret.akepossession of Ehe EquipmenE and sel-I, lease or sublease the
equipment for the account of Ehe Lessee, holding Lessee 1iab1efor rent aod other amounts payable by Lessee hereunder t.o the endof E.he Original Term or the E.hen current Renewal Term; and,
Page LL of 13
(b) take whatever aclion atnecessary or desirable t.o enforce
Equipments .
law or i.n equiEy may appeariEs rights as Ehe owner of t.he
Secti.on L3 .03 NoR medv Exclconferred upon or reserved t.o L.,essor is iand every such remedy sha11 be cumulat.iveaddition to every other remedy given undehereaf E.er exj"sting aE 1aw or in equity.exercise any right or power accruing uponand such righ! or power may be exercj_sedoften as may be deemed expedient.
No remedy hereinntended t.o be exclusiveand shal1 be i"nr t.hi s Agreement. now orNo delay or omissj.on E.odefaulE sha11 impairfrom time to time as
lnure to
and
Ag:reemen! may
shal-1 be anand t.he same
MISCELLANEOUS
Section 14.01 NoEj.ces. A11 notsices, certificates or othercommunications hereunder sha11 be sufficiently given and sha11 bedeemed given when delivered or.mailed by regist-red mai1, postageprepaid, to the part.j-es at their respect.ive places of busiiess.
Section L4.02 Bindinq Effect. This Agreement sha11the benefiE of and sha11 be binding upon Lessor or LesseeEheir respect.ive successor and assigrs.
SecEion 14.03 SeverabiliEv. In the event any provision ofEhis AgreemenE sha1l be held invalid or unenforcelble by anycourt or competent jurisdiction, such holding sha11 noEinvalidate or render unenforceable any ot.her provision hereof.
Section 14.04 Amendments. The terms of t.his Agreement sha11noE be waived. alEered. modj-f ied, supplement,ed or amended in anymanner whatsoever except, by writ,t,en insE,rumenE. signed by E.heLessor and Ehe Lesseei nor sha11 any such amendment E.hai effectsthe rights of Lessor, s assignee by effective wit.hout suchassignee's consenE.
ARTICLE XIV
Section 14 .05 Execut.ion in Count.erDarts.Thi s
section 14.06 Applicable Law.
be executed in several counterparts. each of whichorj-ginaI and all of which sha11 const.itut.e but. oneinsE.rument.
governed by and construed j-n accorStale of Florida.
This Agreement sha1ldance wiE.h the laws of be
Ehe
Section 14.07 Captions.
AgreemenE. are for conveniencedescribe the scope or inEenEthis Agreement .
The captions or headings, in t.hisonly and no way define, limit orof any provisj-ons or sections of
Page 12 of 13
- Section 14,08 Entire AoreemenE. This AgreemenE constiEutesEhe entire agreement between Lessor and Less6e. No waiver,consent., modification or change or t.erms of t.his AgreemenE sha1Ibind eiEher party unless in wriEing sig'ned by bot.h parE.ies, andEhen such waiver, consenE, modification or ciange s-ha11 beeffective. only in specific j_nstance and for t.he spec!.f ic purposegiven. There are no undersEandings, agreements rLpresenlltionsor.warranties, express or. implied, not specifi.ed hlrein regardingthis Agreement or t.he Equipment leased hereunder. Any cerils and-condj-lions of any purchase order or oEher document (wich t,heexcept.ion of Supplements) submit,ted by Lessee j_n connectj_on withE.his Agreement which are in addiEion Eo or inconsistent $riE.h Ehet.erms and conditj.ons of, t.hi.s Agxeement, will not be binding onLessor and wilL not apply Eo this Agreement.. Lessee by thesignaEure below of it.s authorized represenEaEive acknoiledgest.hat, it has read E,his AgreemenE, understand j.E, and agrees t.o bebound by iE.s E,erms and condicions.
IN WITNESS WHEREOF, Lessor has execut.ed t.his Agreement inits corporate name wit.h iE.s corporate seal hereunto affixed andat.test,ed by its duly authorized officers, and Lessee has causedE.his AgrreemenE. E,o be executed in its corporate name wiE.h j_t scorporate seal hereunto affixed and atEested by its dulyauthorized officers. A11 of the above occurred as of ELe dacefirst wriEten below.
By:
TiE,1C:
AE EeSE :
By:
Tig1e: City CJ-erk-Auditor
Lessor: PNC LEAS INc CORP., IGNTUCKY
Dr,.ur .
TiE,lC:
Lessee: CITY OF DANIA
Byt
Mayor-Corunissioner
(SEAL )
ager
DaE,e:
APPROVED AS TO FORM AND CORRECTNESS
By:
Frank C
Page 13 of 13
City Attorney
AEtCSE:
E:(EIBIT A
DESCRIPTION OF EQUIPMEIfT
The Eguipment, which is the subject of the atEacled
Lease and Purchdse- Agreement dated May 25, L994 is as follows:
one (1) 1995 NaEional Rescue Vehicle with freightliner chassis
Serial No.
Together with all addiEions, accessions and
replacement.s Ehereto.
Lessee hereby certifies Ehat. the description
personal property seE forth above constitutes an accura
bescripci-on of tle "Equipment" as defined in the atstach
and Purchase Agreement .
LOCATION OF THE EQUIPMEIV|:
heE
Le
ofte
100 West Beach Boul evard
Dan ia, FL 33004
LESSOR:PNC LEASING CORP.,
IGNTUCKY
LESSEE: CITY OF DA}TIA
BY
Mayor-Commi s s ioner
lIxjErE----Robe@ager
By:C. &^--
BY
TlTLE
DATE DATE
ATTEST:
Clty CIerk-Au ditor
APPROVED AS TO PORM AND CORRECTNESS
Fran C. A ty Attorney