HomeMy WebLinkAboutR-2004-048 Leasing 2 Inc. re Fire Engine RESOLUTION NO. 2004- 048
A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA,
AUTHORIZING THE CITY MANAGER TO ENTER INTO A LEASE
AGREEMENT WITH LEASING 2, INC. FOR THE PURCHASE OF A
FIRE TRUCK IN AN AMOUNT NOT TO EXCEED $386,000.00;
PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City Manager has determined that it is necessary to purchase
the fire truck which was approved in the FY 2003-2004 budget; and
WHEREAS, Leasing 2 Inc. provided a rate of 2.75% which is .45% lower than
the Florida League of Cities Master Purchase Program;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH, FLORIDA:
Section 1. That the City is authorized to enter into a lease agreement with
Leasing 2, Inc. for an amount not to exceed $386,000.00 and for a rate not to exceed
2.75%.
Section 2. That the City Manager and City Attorney are authorized to make
revisions to the Lease Agreement which are deemed necessary and proper for the best
interests of the City.
Section 3. That all resolutions or parts of resolutions in conflict with this
resolution shall be repealed to the extent of such conflict.
Section 4. That this resolution shall be in force and take effect immediately
upon its passage and adoption.
PASSED and ADOPTED on March 9t", 2004
•
1 RESOLUTION NO. 2004-048
C.K. C L
MAYOR MMISSIONER
ATTEST: ROLL CALL:
COMMISSIONER ANTON - YES
COMMISSIONER CHUNN - YES
MIRIAM NASSER COMMISSIONER FLURY - YES
ACTING CITY CLERK VICE MAYOR MIKES - YES
MAYOR MCELYEA - YES
APPROVED AS TO FORM AND CORRECTNESS:
BY: /,--i ` —\ ,A a�
THO AS/IIJA BRO
CITY ATTORNEY
0
U
2 RESOLUTION NO. 2004-048
_ Agenda Request Form
City of Dania Beach
Agenda Item:
9
Date of Commission meeting: 3/9/2004
Description of Agenda Item: Approve a lease agreement with Leasing 2 Inc.
Commission action being requested:
Adopt Resolution or Ordinance ® Expenditure ❑ Award BID/ RFP ❑
Presentation ❑ General approval of item ❑ Continued from meeting
Other Please ex( Ow
m
�SummarVy;expla'nation and background
Please see staff memo
•
Attached 6k I its and additional backup materials (Lease
Staff Memo
Resolution
Sample of Agreement
For purchasing requests ONLY
Department: Amount:
Fund: General: ® Water: ❑ Sewer: ❑ Stormwater: ❑ Grants: ❑ Capital: ❑
Account Name: Account Number:
Submitted by: pvarney Date: 3/9/2004
Department Director: Date:
Admin. Services Director: Date:
Finance Director: Patricia Varney Date: 3/9/2004
City Manager: Ivan Pato Date: 3/9/2004
• CITY OF DANIA BEACH
DEPARTMENT OF FINANCE
MEMORANDUM
ANDUM
TO: Ivan Pato Memo: DF-04-19
FROM: Patricia Varney
DATE: March 9, 2004
SUBJECT: Lease Agreement
Purpose
To allow the City Manager to enter in to a lease agreement with Leasing 2 Inc. for the purchase
of the fire truck
Background
The City Commission approved in FY 2004 budget for the purchase of the fire truck in the
® amount of$410,000 and also approved the original financing through the Florida League of
Cities Master Lease Program at February 24, 2004 meeting. I was informed by the Fire Chief
that if the City prepaid the fire truck 100%up front, there will be a reduction of cost of
$11,580. The vendor will issue a performance bond should the City decided to take this option.
When I related this information to Bank of America, they seem to present an issue of allowing
the city to pre-pay without the actual delivery of the truck.
Fire Chief then introduced me to talk to Leasing 2 Inc., the financing company that handles
customer financing for Ten-8 Fire Equipment Inc. of which the City is purchasing the fire truck
from. They provided a quote of 2.75% which is 0.45% lower than the Bank of America rate
and allowing the City to pay up front without any concern.
1, therefore recommend that the City Commission to adopt a resolution allowing the City
Manager to enter into an agreement with Leasing 2 Inc. for an amount not to exceed $386,000
and to obtain a performance bond prior to the 100%pre-pay.
PROPOSALFOR
TAX-EXEMPT LEASE FINANCING
March 8, 2004
Presented by
leasing 2
1720 West Cass Street,Tampa,FL 33606
Phone: 800-287-5165 Fax: 813-258-9333
"leasing2.com"
Presented To(As Lessee) Vendor
City Of Dania BeaCh, Florida Ten-8 Fire Equipment
Attention: Patricia Varney Mike Schneider
TRANSACTION SPECIFICS
Equipment Description: New Pierce Fire Truck
Commencement Date: 03/15/04
Option 1
Equipment Cost: $385,673
Lessee Down Payment: $0
Amount Financed: $385,673
Lease Term: 5 Years
First Payment Date: 03/15/04
Payment Frequency: 2/year
Net Effective Rate: 2.75%
Lease Rate: 2.75%
Payment Amount: $40,978.97
Total Lease Payments: $409,789.74
Payment Factor: 0.10625
All rates are subject to Lessee issuing less than $10,000,000 in tax-exempt financings the calendar year of the Lease.
Vendor/Manufacturer Payment Terms from Lessor as follows:
Payment Type: 100% Prepay
Amount: $385,673
Not Earlier Than: 03/15/04
*Explanation of Factors in Payment Schedule:
The"factors"shown in the pricing of this proposal can be used to calculate approximate payments on amounts other than the finance amount proposed.
To use,simply multiply the appropriate factor by the adjusted finance amount. The product will be an approximate adjusted payment.
omments:
pricing represents just a few of the many options that are available. In fact, you may select any down payment, payment frequency,first payment
e,and lease term. Of course,such changes would change the pricing.
Page 1
Qualifications:
1. Pricing:This is a lease proposal for the payment stream(s)indicated above. Each of the"transaction specifics"and vendor terms are important to
the lease pricing. If any of these are not correct,please advise us so that we can determine whether a new proposal is required. Other important
elements of this proposal are:
a) Rate Expiration:To protect the interest rate quoted,the following schedule must be followed:
® (1) Signed Proposal"Request to Proceed"(page 3)returned to Leasing 2 by March 13,2004
(2) Complete financial package returned to Leasing 2 by March 23,2004
(3) Completed lease contracts returned to Leasing 2 by April 2,2004
(4) In the event that this lease does not close by April 6,2004 the rate will be adjusted with market conditions.
b) Closing Costs: There will be no up-front costs of any kind charged by Lessor including closing costs, points, administrative costs, etc.
Your attorney may charge you to review the lease documents and complete the opinion letter required with our lease documentation.
c) Purchase Option: This is a lease-purchase type of financing. After all the lease payments are made, Lessee will own the equipment
without further cost.
d) Fixed Rates: Unless otherwise noted,the interest rates in this proposal are fixed for the entire term.
2. Bank Qualified / Small Issuer: Lessee shall certify that it has not designated, and does not reasonably anticipate designating, more than
$10,000,000.00 of obligations during the calendar year that the proposed lease is executed.
3. Credit Approval and Documentation: This is a proposal only, and does not represent a commitment to lease. This financing is subject to credit
review and approval and execution of mutually acceptable documentation, including the opinion of lessee's counsel opining that the agreement is
legal,valid and binding, and qualified as a tax exempt obligation under the tax reform act of 1986 as amended. This transaction will be designated
as tax exempt debt under section 265(b)(3)of the internal revenue code of 1986,as amended.
4. Lessor:The Lessor for this lease will be Leasing 2, Inc.or its assignees,which will also administer the lease transaction.
Leasing 2, Inc.
BY: (3rCE&]NUe4 k (via facsimile or email) DATE: March 8, 2004
MEMBER
Special Message: The management and staff of Leasing2
wish to extend a special message of appreciation to you for allowing
• r us the opportunity to offer you our professional services. Thank you
ASSOCIATION OF in advance for your consideration.
GOVERNMENTAL
LEASING&FINANCE
VISIT OUR WEBSITE:
LEASING2.COM
Page 2
REQUEST TO PROCEED:
When you are ready to proceed and would like to move towards finalizing this lease, please acknowledge that you have reviewed this entire proposal
and understand its contents and that you have awarded this business to Leasing 2, Inc. by completing this section of the proposal and faxing it to
asing 2. We will immediately fax you"next step"instructions.
In order to cover Lessor's costs incurred as a result of receiving this"Request To Proceed"from Lessee, Lessee agrees to pay Lessor$500.00 in the
event Lessee refuses to finalize this transaction once the Request to Proceed has been executed by Lessee and returned to Lessor.
We appreciate your confidence and consideration.
Proposal date: March 8,2004 Option Chosen: (where applicable)
Upcoming Governing Body meeting date for lease approval:
Citv of Dania Beach, Florida
Name of Lessee
Authorized Signature Date
Printed Name Of Authorized Signature Title
Contact Name (If Different Than Contact Phone
Authorized Signature)
Contact E-Mail Address Contact Fax
Do you prefer e-mail or fax?
• Please complete the above information and fax all pages of the proposal to
813-258-9333.
In the event that you require board action to sign this proposal,
please call us so that we may forward
the preferred form of Resolution for your convenience.
AN IMPORTANT MESSAGE
Interest rates have been going up lately. It is important to understand that the interest rates
as quoted in this proposal are 'locked in' for 30 days. If you desire to assure yourselves of
obtaining that interest rate, it is important for you to complete everything you have to do to
finalize your lease before the 30 days has elapsed. Please be assured that Leasing 2 is
committed to helping you do that.
Page 3
SunTrust Leasing Corporation Marnette Morton
Mail Code CMD2424 Portfolio Administrative Assistants
29 West Susquehanna Avenue,Suite 400
Towson,MD 21204
Tel 410/307-6697
Fax 410/307-6710
SCNTRUST
April 28, 2004
City of Dania Beach
100 W. Dania Beach Blvd.
Dania Beach, FL 33004
Attn: Ivan Pato
RE: Master Lease Agreement Lease Number 2568 dated as of March 31, 2004 is made and
entered into by and between Leasing 2, Inc. and City of Dania Beach
Dear Mr. Pato:
Please be advised that the above referenced transaction was assigned to SunTrust Leasing
Corporation on March 31, 2004.
The invoices for the payments due under the referenced Agreement will be sent to your attention
unless otherwise notified in writing. I have enclosed a copy of the fully executed documents for
your files.
Should you have any questions, please contact Victoria McGill at (410) 307-6704.
Sincerely yours,
Marnette Morton
Portfolio Administrative Assistant
Enclosures
Lease No.:
Equipment Schedule: 01
NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT
Dated: March 31,2004
LEASING 2,INC.("Assignor")hereby gives notice that it has assigned and sold to SunTrust Leasing Corporation("Assignee")all of
Assignor's right,title and interest in and to the rental payments and other amounts due under the Master Lease Agreement(the"Lease")
by and between Assignor and CITY OF DANIA BEACH("Lessee"). All rental payments and other amounts coming due pursuant to
the Lease on and after the date hereof are payable to and should be remitted to Assignee at the following address:
SunTrust Leasing Corporation
P.O.Box 79194
Baltimore,MD 21279-0194
Lessee hereby acknowledges the effect of the assignment and absolutely and unconditionally agrees to deliver all rental payments and
other amounts coming due under the Lease in accordance with the terms thereof on or after the date of this Notice and
Acknowledgment of Assignment.
Lessee agrees that(i) Assignee shall have all the rights of lessor under the Lease and all related documents, including,but not limited
to, the right to issue or receive all notices and reports, to give all consents, to receive title to the equipment, to declare a default and to
exercise all remedies thereunder, and(ii)Lessee shall pay Assignee all installment payments and other amounts due under the Lease as
and when due, without deduction or offset, notwithstanding any claim Lessee may have against the original lessor,Assignor,Assignee
or relative to the equipment, or any other claim of Lessee arising prior to the assignment and sale of the Lease to Assignee, and(iii)
Lessee has an unconditional obligation to make payments to Assignee and its assigns under the Lease and the Lease may be terminated
(in whole,but not in part)by Lessee prior to all payments having been made only pursuant to nonappropriation.
Assignor and Lessee agree and acknowledge that this Notice and Acknowledgment of Assignment is made for and inures to the benefit
0efAssignee and its assigns. The Lease remains in full force and effect, has not been amended and no nonappropriation or event of
ault(or event which with the passage of time or the giving of notice or both would constitute a default)has occurred thereunder.
Any inquiries of Lessee related to the Lease should be directed as follows:
SunTrust Leasing Corporation
29 West Susquehanna Avenue, Suite 400
CMD2424
Towson,MD 21204
CITY OF DANIA BEACH LEASING 2,INC.
Lessee Assignor
By. By:
Name: Ivan Pato Name:Brad Meyers
Title: City Manager Title: President
Date: March 25 , 2004 Date:
LEASING 2,INC.
MASTER LEASE AGREEMENT
LEASE NUMBER: c' ��
This MASTER LEASE AGREEMENT (the "Agreement"), dated as of March 31, 2004 is made and entered into by and between
Leasing 2, Inc., a Florida corporation, as lessor(the "Lessor"), and CITY OF DANIA BEACH, a political subdivision of the State of
Florida,as lessee("Lessee").
In consideration of the mutual covenants herein contained,the parties hereto agree as follows:
ARTICLE I. DEFINITIONS AND EXHIBITS
Section 1.1. Definitions. The following terms have the meanings specified below.
"Acceptance Certificate" means each Acceptance Certificate delivered by Lessee as part of an Equipment Schedule certifying as to the
delivery,installation and acceptance of Equipment.
"Agreement"means this Master Lease Agreement and all Equipment Schedules hereto.
"Agreement Date"means the date first written above.
"Code" means the Internal Revenue Code of 1986, as amended, together with Treasury Regulations promulgated from time to time
thereunder.
"Equipment"means all items of property described in Equipment Schedules and subject to this Agreement.
"Equipment Group"means each group of Equipment listed in a single Equipment Schedule.
"Equipment Schedule"means each sequentially numbered schedule executed by Lessor and Lessee with respect to an Equipment Group.
Events of Default"means those events described in Section 12.1.
'Fiscal Year"means each 12-month fiscal period of Lessee.
"Interest"means the portion of a Rental Payment designated as and comprising interest as provided in a Payment Schedule.
"Lease" means,with respect to each Equipment Group, this Agreement and the Equipment Schedule relating thereto,which together shall
constitute a separate contract between Lessor and Lessee relating to such Equipment Group.
"Lease Date"means,with respect to each Lease,the date so designated in the related Equipment Schedule and the commencement date of
the interest component as provided in the related Payment Schedule.
"Lease Term"means,with respect to each Equipment Group, the period during which the related Lease is in effect as specified in Section
3.1.
"Net Proceeds" means any insurance proceeds or condemnation awards paid with respect to any Equipment remaining after payment
therefrom of all expenses incurred in the collection thereof.
"Non-Appropriation" means the failure of Lessee, Lessee's governing body, or,if applicable, the governmental entity from which Lessee
obtains its operating and/or capital funds to appropriate money for any Fiscal Year sufficient for the continued performance by Lessee of
all of Lessee's obligations under this Agreement, as evidenced by the passage of an ordinance or resolution specifically prohibiting
Lessee from performing its obligations under this Agreement with respect to any Equipment,and from using any moneys to pay any Rental
Payments due under this Agreement for a designated Fiscal Year and all subsequent Fiscal Years.
"Payment Date"means each date upon which a Rental Payment is due and payable as provided in a Payment Schedule.
"Payment Schedule"means the schedule of Rental Payments attached to an Equipment Schedule.
"Principal"means the portion of any Rental Payment designated as and comprising principal as provided in a Payment Schedule.
�Prepayment Price" means the amount so designated and set forth opposite a Payment Date in a Payment Schedule indicating the amount
or which Lessee may purchase the related Equipment Group as of such Payment Date after making the Rental Payment due on such
Payment Date.
"Rental Payment"means each payment due from Lessee to Lessor on a Payment Date.
3/18/04:LES-BQ-ESR.DOC/rev.5101/lessor/L2 1
"Specifications"means the bid specifications and/or purchase order pursuant to which Lessee has ordered any Equipment from a Vendor.
"State"means the state or commonwealth in which Lessee is situated.
evendor" means each of the manufacturers or vendors from which Lessee has ordered or with which Lessee has contracted for the
manufacture,delivery and/or installation of the Equipment.
Section 1.2. Exhibits.
Exhibit A: Equipment Schedule including form of Acceptance Certificate and form of Payment Schedule.
Exhibit B-1: Form of Tax Agreement and Arbitrage Certificate.
Exhibit C-1: Form of Resolution of the Governing Body of Lessee relating to each Lease.
Exhibit n: Form of Incumbency Certificate as to each officer or representative of Lessee executing this Agreement or any Lease.
Exhibit E.: Form of Opinion of Independent Counsel to Lessee.
Exhibit F: . Form of Payment Request Form.
Exhihit G-1: Form of Confirmation of Outside Insurance.
Exhibit G-2: Form of Questionnaire for Self-Insurance and Addendum to Equipment Schedule Relating to Self-Insurance.
ARTICLE H. LEASE OF EQUIPMENT
Section 2.1. Acquisition of Equipment. Prior to the addition of any Equipment Group,Lessee shall provide Lessor with a description of
the equipment proposed to be subject to a Lease hereunder, including the cost and vendor of such equipment, the expected delivery date
and the desired lease terms for such equipment, and such other information as the Lessor may require. If Lessor, in its sole discretion,
determines the proposed equipment may be subject to a Lease hereunder, Lessor shall furnish to Lessee a proposed Equipment Schedule
relating to the Equipment Group for execution by Lessee and then Lessor. By execution hereof,Lessor has made no commitment to lease
any equipment to Lessee.
Section 2.2. Disbursement. Lessor shall have no obligation to make any disbursement to a Vendor or reimburse Lessee for any payment
made to a Vendor for an Equipment Group until five(5)business days after Lessor has received all of the following in form and substance
satisfactory to Lessor: (a) a completed Equipment Schedule executed by Lessee; (b) an Acceptance Certificate in the form included with
Exhibit A hereto;(c)a resolution or evidence of other official action taken by or on behalf of the Lessee to authorize the acquisition of the
Equipment Group on the terms provided in such Equipment Schedule; (d) a Tax Agreement and Arbitrage Certificate in the form of
Exhibit B-1 (as applicable)attached hereto;(e)evidence of insurance with respect to the Equipment Group in compliance with Article VII
10f this Agreement; (f) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment Group, and if such invoices have been paid by
Lessee, evidence of payment thereof and evidence of official intent to reimburse such payment as required by the Code; (g) financing
statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application,if
any, for any Equipment which is part of such Equipment Group and is subject to certificate of title laws; (h) a completed and executed
Form 8038-G or 8038-GC, as applicable, or evidence of filing thereof with the Secretary of Treasury; (i) an opinion of counsel to the
Lessee substantially in the form of Exhibit E hereto,and 0)any other documents or items reasonably required by Lessor.
Section 2.3. i,ease; Possession and Use. Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from
Lessor, upon the terms and conditions set forth herein. Lessee shall have quiet use and enjoyment of and peaceably have and hold each
Equipment Group during the related Lease Term,except as expressly set forth in this Agreement.
ARTICLE III. TERM
Section 3-1. Term. This Agreement shall be in effect from the Agreement Date until the earliest of(a)termination under Section 3.2 or
(b)termination under Section 12.2; row how ver, no Equipment Schedules shall be executed after any Non-Appropriation or Event
of Default. Each Lease with respect to an Equipment Group shall be in effect for a Lease Term commencing upon the Lease Date and
ending as provided in Section 3.4.
Section 3 Termination by Lessee. In the sole event of Non-Appropriation,this Agreement and each Lease hereunder shall terminate,
in whole, but not in part, as to all Equipment effective upon the last day of the Fiscal Year for which funds were appropriated, in the
manner and subject to the terms specified in this Article. Lessee may effect such termination by giving Lessor a written notice of
termination and by paying to Lessor any Rental Payments and other amounts which are due and have not been paid at or before the end of
its then current Fiscal Year. Lessee shall endeavor to give notice of such termination not less than ninety(90) days prior to the end of the
Fiscal Year for which appropriations were made,and shall notify Lessor of any anticipated termination. In the event of termination of this
Agreement as provided in this Section,Lessee shall comply with the instructions received from Lessor in accordance with Section 12.3.
S ion 3.3. Effect of Termination. Upon termination of this Agreement as provided in Section 3.2,Lessee shall not be responsible for
the payment of any additional Rental Payments coming due in succeeding Fiscal Years,but if Lessee has not complied with the instructions
received from Lessor in accordance with Section 12.3, the termination shall nevertheless be effective,but Lessee shall be responsible for
the payment of damages in an amount equal to the amount of the Rental Payments that would thereafter have come due if this Agreement
Ord not been terminated and which are attributable to the number of days after which Lessee fails to comply with Lessor's instructions and
for any other loss suffered by Lessor as a result of Lessee's failure to take such actions as required.
Section 3.4. Termina ion of Tease Term. The Lease Term with respect to any Lease will terminate upon the occurrence of the first of
the following events: (a) the termination of this Agreement by Lessee in accordance with Section 3.2;(b)the payment of the Prepayment
Price by Lessee pursuant to Article V;(c)an Event of Default by Lessee and Lessor's election to terminate such Lease pursuant to Article
3/19104:LES-BQ-ESR.DOC/rev.5/01/kssor/U 2
XII; or(d) the payment by Lessee of all Rental Payments and all other amounts authorized or required to be paid by Lessee pursuant to
such Lease.
TICLE IV. RENTAL PAYMENTS
W . inn 4.1. Rental Payments. The Lessee agrees to pay the Rental Payments due as specified in the Payment Schedule in Exhibit A.
A portion of each Rental Payment is paid as interest as specified in the Payment Schedule of each lease,and the first Rental Payment will
include Interest accruing from the Lease Date. Lessor is authorized to insert the due date of the first Rental Payment in the Payment
Schedule in Exhibit A. All Rental Payments shall be paid to Lessor,or to such assignee(s)Lessor has assigned as stipulated in Article XI,
at such places as Lessor or such assignee(s) may from time to time designate by written notice to Lessee. Lessee shall pay the Rental
Payments with lawful money of the United States of America from moneys legally available therefore.Lessor and Lesseeconfirm their
understanding and agreement that(a) all payments due under the Agreement are to be made only from Lessee's legally available and
appropriated revenues from sources other than ad valorem or other taxes, (b) that Lessee shall not be obligated to pay any sums due
under the Agreement from the proceeds of ad valorem or other taxes, and(c) that Lessee's contractual obligations to request annual
appropriations from which payments due under the Agreement may be made does not constitute an indebtedness of Lessee within the
meaning of any constitutional or statutory provision or limitation.
Section 4.2. Current Expense. The obligations of Lessee,including its obligation to pay the Rental Payments due in any Fiscal Year of a
Lease Term, shall constitute a current expense of Lessee for such Fiscal Year and shall not constitute an indebtedness of Lessee within the
meaning of the Constitution and laws of the State. Nothing herein shall constitute a pledge by Lessee of any taxes or other moneys(other
than moneys lawfully appropriated from time to time by or for the benefit of Lessee for this Agreement and the Net Proceeds of the
Equipment)to the payment of any Rental Payment or other amount coming due hereunder.
Section 4.3. Unconditional Rental Payments. The Lessee's obligation to make Rental Payments shall be absolute and unconditional.
Also, any other payments required hereunder shall be absolute and unconditional. Lessee shall make these payments when due and shall
not withhold any of these payments pending final resolution of any disputes.The Lessee shall not assert any right of set-off or counterclaim
against its obligation to make these payments. Lessee's obligation to make Rental Payments or other payments shall not be abated through
accident, unforeseen circumstances, failure of the Equipment to perform as desired, damage or destruction to the Equipment, loss of
possession of the Equipment or obsolescence of the Equipment. The Lessee shall be obligated to continue to make payments required of it
by this Agreement if title to,or temporary use of,the Equipment or any part thereof shall be taken under exercise of the power of eminent
domain.
TICLE V. OPTION TO PREPAY
in 5J. Option o Prepay. Lessee shall have the option to prepay its obligations under any Lease in whole but not in part on any
Payment Date for the then applicable Prepayment Price as set forth in the related Payment Schedule, provided there has been no Non-
Appropriation or Event of Default.
Section 5.2. Exercise of Option. Lessee shall give notice to Lessor of its intention to exercise its option not less than thirty(30) days
prior to the Payment Date on which the option will be exercised and shall pay to Lessor not later than such Payment Date an amount equal
to all Rental Payments and any other amounts then due or past due under the related Lease (including the Rental Payment due on the
Payment Date on which the option shall be effective)and the applicable Prepayment Price set forth in the related Payment Schedule. In the
event that all such amounts are not received by Lessor on such Payment Date, such notice by Lessee of exercise thereof shall be void and
the related Lease shall continue in full force and effect.
Section 53. R 1 ace of Lessor's Interest. Upon receipt of the Prepayment Price in good funds with respect to any Equipment Group,the
Lease with respect to such Equipment Group shall terminate and Lessee shall become entitled to such Equipment Group AS IS,WHERE
IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except that such Equipment
Group shall not be subject to any lien or encumbrance created by or arising through Lessor.
ARTICLE VI. REPRESENTATIONS,WARRANTIES AND COVENANTS
Section 61 Representations and Warranti s n_ f Lessee. Lessee represents and warrants as of the Agreement Date and as of each Lease
Date as follows:
(a) Lessee is a state or political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and
existing under the Constitution and laws of the State, and is authorized under the Constitution and laws of the State to enter into this
Agreement, each Lease and the transactions contemplated hereby and thereby,and to perform all of its obligations under this Agreement
and each Lease.
(b) The execution and delivery of this Agreement and each Lease have been duly authorized by all necessary action of Lessee's
governing body and such action is in compliance with all public bidding and other State and federal laws applicable to this Agreement,
each Lease and the acquisition and financing of the Equipment by Lessee.
(c) This Agreement and each Lease have been duly executed and delivered by and constitutes the valid and binding obligation of
W
ssee,enforceable against Lessee in accordance with their respective terms.
(d) The execution,delivery and performance of this Agreement and each Lease by Lessee shall not(i)violate any State or federal law
or local law or ordinance,or any order,writ,injunction,decree,or regulation of any court or other governmental agency or body applicable
to Lessee,or(ii)conflict with or result in the breach or violation of any term or provision of,or constitute a default under,any note,bond,
mortgage,indenture,agreement,deed of trust,lease or other obligation to which Lessee is bound.
3/19/04:LES-BQ-ESR.DOGrev.5/01/kmr/L2 3
(e) There is no action,suit,proceeding,claim,inquiry or investigation,at law or in equity,before or by any court,regulatory agency,
public board or body pending or,to the best of Lessee's knowledge,threatened against or affecting Lessee,challenging Lessee's authority
to enter into this Agreement or any Lease or any other action wherein an unfavorable ruling or finding would adversely affect the
V
fiorceability of this Agreement or any Lease.
No lease, rental agreement, lease-purchase agreement, payment agreement or contract for purchase to which Lessee has been a
party at any time during the past ten(10) years has been terminated by Lessee as a result of insufficient funds being appropriated in any
Fiscal Year. No event has occurred which would constitute an event of default under any debt,revenue bond or obligation,which Lessee
has issued during the past ten(10)years.
(g) Lessee or Lessee's governing body has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to
pay all Rental Payments during the current Fiscal Year, and such moneys will be applied in payment of all Rental Payments due and
payable during such current Fiscal Year.
(h) Lessee has an immediate need for, and expects to make immediate use of, the Equipment, which need is not temporary or
expected to diminish during the applicable Lease Term. Lessee presently intends to continue each Lease hereunder for its entire Lease
Term and to pay all Rental Payments relating thereto.
Section 6.2. Covenants of Lessee. Lessee agrees that so long as any Rental Payments or other amounts due under this Agreement remain
unpaid:
(a) Lessee shall not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or
regulation or in a manner contrary to that contemplated by this Agreement. Lessee shall obtain and maintain all permits and licenses
necessary for the installation and operation of the Equipment. Lessee shall not,without the prior written consent of Lessor,affix or install
any accessory equipment or device on any of the Equipment if such addition would change or impair the originally intended functions,
value or use of such Equipment.
(b) Lessee shall provide Lessor access at all reasonable times to examine and inspect the Equipment and provide Lessor with such
access to the Equipment as may be reasonably necessary to perform maintenance on the Equipment in the event of failure by Lessee to
perform its obligations hereunder.
(c) Lessee shall not,directly or indirectly,create,incur,assume or suffer to exist any mortgage,pledge, lien,charge,encumbrance or
other claim with respect to the Equipment,other than the respective rights of Lessor and Lessee as herein provided. Lessee shall promptly,
at its own expense,take such actions as may be necessary duly to discharge or remove any such claim if the same shall arise at any time.
Lessee shall reimburse Lessor for any expense incurred by Lessor in order to discharge or remove any such claim.
(d) The person or entity in charge of preparing Lessee's budget will include in the budget request for each Fiscal Year the Rental
4 toney
yments to become due during such Fiscal Year, and will use all reasonable and lawful means available to secure the appropriation of
for such Fiscal Year sufficient to pay all Rental Payments coming due therein. Lessor acknowledges that appropriation for Rental
Payments is a governmental function, which Lessee cannot contractually commit itself in advance to perform. Lessee acknowledges that
this Agreement does not constitute such a commitment. However,Lessee reasonably believes that moneys in an amount sufficient to make
all Rental Payments can and will lawfully be appropriated and made available to permit Lessee's continued utilization of the Equipment in
the performance of its essential functions during the applicable Lease Terms.
(e) Lessee shall assure that its obligation to pay Rental Payments is not directly or indirectly secured by any interest in property,other
than the Equipment,and that the Rental Payments will not be directly or indirectly secured by or derived from any payments of any type or
any fund other than Lessee's general purpose fund.
(f) Upon Lessor's request, Lessee shall provide Lessor with current financial statements,budgets,and proof of appropriation for the
ensuing Fiscal Year and such other financial information relating to the ability of Lessee to continue this Agreement and each Lease as may
be reasonably requested by Lessor.
(g) Lessee shall promptly and duly execute and deliver to Lessor such further documents, instruments and assurances and take such
further action as Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to
establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder.
Section 63 Tax Related Representations,WWarran ies and Covenants.
(a) Incorporation of Tax Agreement and Arbitrage Certificate. As of each Lease Date and with respect each Lease, Lessee makes
each of the representations, warranties and covenants contained in the Tax Agreement and Arbitrage Certificate delivered with respect to
such Lease. By this reference each such Tax Agreement and Arbitrage Certificate is incorporated in and made a part of this Agreement.
(b) Event of Taxability. If Lessor either (i) receives notice, in any form, from the Internal Revenue Service or (ii) reasonably
determines,based on an opinion of independent tax counsel selected by Lessor, that Lessor may not exclude any Interest paid under any
Lease from its Federal gross income (each an "Event of Taxability"), the Lessee shall pay to Lessor upon demand(x) an amount which,
with respect to Rental Payments previously paid and taking into account all penalties, fines, interest and additions to tax(including all
federal,state and local taxes imposed on the Interest due through the date of such event),will restore to Lessor its after-tax yield(assuming
tax at the highest marginal tax rate and taking into account the time of receipt of Rental Payments and reinvestment at the after-tax yield
rate) on the transaction evidenced by such Lease through the date of such event and(y) as additional Rental Payments to Lessor on each
*ucceeding Payment Date such amount as will maintain such after-tax yield to Lessor.
ARTICLE VU. INSURANCE AND RISK OF LOSS
3/18/04:LES-BQ-ESR.DOC/rev.S/01/kssor/L2 4
Section 7.1. 1.6ah'141y and Property insurance. Lessee shall, at its own expense, procure and maintain continuously in effect during
each Lease Term: (a) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way
connected to the Equipment sufficient to protect Lessor and/or assigns from liability in all events, with a coverage of not less than
1,000,000 per occurrence unless specified differently in the related Equipment Schedule,and(b)insurance against such hazards as Lessor
y require,including,but not limited to,all-risk casualty and property insurance,in an amount equal to the greater of the full replacement
cost of the Equipment or the applicable Prepayment Price of each Equipment Group.
Section 7.2. Workers' Compensation Insurance. If required by State law,Lessee shall carry workers'compensation insurance covering
all employees on, in, near or about the Equipment, and upon request, shall furnish to Lessor certificates evidencing such coverage
throughout the Lease Term
Section 73. insurance Regnirements.
(a) Insurance Policies. All insurance policies required by this Article shall be taken out and maintained with insurance companies
acceptable to Lessor and shall contain a provision that thirty(30)days prior to any change in the coverage the insurer must provide written
notice to the insured parties. No insurance shall be subject to any co-insurance clause. Each insurance policy shall name Lessor and/or its
assigns as an additional insured party and loss payee regardless of any breach of warranty or other act or omission of Lessee and shall
include a lender's loss payable endorsement for the benefit of Lessor and/or is assigns. Prior to the delivery of Equipment, Lessee shall
deposit with Lessor evidence satisfactory to Lessor of such insurance and,prior to the expiration thereof, shall provide Lessor evidence of
all renewals or replacements thereof.
(b) Self Insurance. With Lessor's prior consent, Lessee may self-insure the Equipment by means of an adequate insurance fund set
aside and maintained for that purpose which must be fully described in a letter delivered to Lessor in form acceptable to Lessor.
(c) Evidence of Insurance. Lessee shall deliver to Lessor upon acceptance of any Equipment evidence of insurance which complies
with this Article VII with respect to such Equipment to the satisfaction of Lessor, including, without limitation, the confirmation of
insurance in the form of Exhibit G-1 attached hereto together with Certificates of Insurance, when available, or the Questionnaire for Self-
Insurance and Addendum to Equipment Schedule Relating to Self-Insurance in the form of Exhibit G-2 attached hereto,as applicable.
Section 7.4. Risk of Loss. To the extent permitted by the applicable laws of the State,as between Lessor and Lessee,Lessee assumes all
risks and liabilities from any cause whatsoever,whether or not covered by insurance,for loss or damage to any Equipment and for injury to
or death of any person or damage to any property. Whether or not covered by insurance, Lessee hereby assumes responsibility for and
agrees to indemnify Lessor from all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses, including
reasonable attorneys' fees, imposed on, incurred by or asserted against Lessor that relate to or arise out of this Agreement, including but
not limited to, (a) the selection, manufacture,purchase, acceptance or rejection of Equipment or the ownership of the Equipment, (b) the
&elivery,lease,possession, maintenance, use, condition, return or operation of the Equipment, (c) the condition of the Equipment sold or
otherwise disposed of after possession by Lessee,(d) the conduct of Lessee, its officers, employees and agents, (e) a breach of Lessee of
any of its covenants or obligations hereunder,(f)any claim,loss,cost or expense involving alleged damage to the environment relating to
the Equipment,including,but not limited to investigation,removal,cleanup and remedial costs,and(g)any strict liability under the laws or
judicial decisions of any state or the United States. This provision shall survive the termination of this Agreement.
Section 7.5. D s ruction of FQui m n . Lessee shall provide a complete written report to Lessor immediately upon any loss,theft,
damage or destruction of any Equipment and of any accident involving any Equipment. Lessor may inspect the Equipment at any time and
from time to time during regular business hours.If all or any part of the Equipment is stolen,lost,destroyed or damaged beyond repair
("Damaged Equipment"),Lessee shall within thirty(30)days after such event either:(a)replace the same at Lessee's sole expense with
equipment having substantially similar Specifications and of equal or greater value to the Damaged Equipment immediately prior to the
time of the loss occurrence,such replacement equipment to be subject to Lessor's approval,whereupon such replacement equipment shall
be substituted in the applicable Lease and the other related documents by appropriate endorsement or amendment;or(b)pay the applicable
Prepayment Price of the Damaged Equipment determined as set forth in the related Equipment Schedule. Lessee shall notify Lessor of
which course of action it will take within fifteen(15)days after the loss occurrence. If,within forty-five(45)days of the loss occurrence,
(a)Lessee fails to notify Lessor;(b)Lessee and Lessor fail to execute an amendment to the applicable Equipment Schedule to delete the
Damaged Equipment and add the replacement equipment or(c)Lessee has failed to pay the applicable Prepayment Price,then Lessor may,
at its sole discretion,declare the applicable Prepayment Price of the Damaged Equipment,to be immediately due and payable. The Net
Proceeds of insurance with respect to the Damaged Equipment shall be made available by Lessor to be applied to discharge Lessee'
obligation under this Section.
ARTICLE VHL OTHER OBLIGATIONS OF LESSEE
Section 8.1. Maintenance of Fiqui m n . Lessee shall notify Lessor in writing prior to moving the Equipment to another address and
shall otherwise keep the Equipment at the address specified in the related Equipment Schedule. Lessee shall,at its own expense,maintain
the Equipment in proper working order and shall make all necessary repairs and replacements to keep the Equipment in such condition
including compliance with State and federal laws. Any and all replacement parts must be free of encumbrances and liens. All such
replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the
Equipment and as such,shall be subject to the terms of this Agreement.
Section 8.2. Taxes. Lessee shall pay all taxes and other charges which are assessed or levied against the Equipment,the Rental Payments
or any part thereof,or which become due during the Lease Term,whether assessed against Lessee or Lessor,except as expressly limited by
this Section. Lessee shall pay all utilities and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the
Equipment, and all special assessments and charges lawfully made by any governmental body that may be secured by a lien on the
3/19/04:LES-BQ-ESR.DOGrev.5/01/lessor/L2 5
Equipment. Lessee shall not be required to pay any federal, state or local income, succession, transfer, franchise, profit, excess profit,
capital stock, gross receipts, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made as a
substitute for any tax,assessment or charge which is the obligation of Lessee under this Section.
lWSection 83. Advances. If Lessee shall fail to perform any of its obligations under this Article,Lessor may take such action to cure such
ilure, including the advancement of money, and Lessee shall be obligated to repay all such advances on demand,with interest at the rate
of 18%per annum or the maximum rate permitted by law,whichever is less,from the date of the advance to the date of repayment.
ARTICLE IX. TITLE
Section 9.1. Title. During the Lease Term, ownership and legal title of all Equipment and all replacements, substitutions, repairs and
modification shall be in Lessee and Lessee shall take all action necessary to vest such ownership and title in Lessee. Lessor does not own
the Equipment and by this Agreement and each Lease is merely financing the acquisition of such equipment for Lessee. Lessor has not
been in the chain of title of the Equipment, does not operate, control or have possession of the Equipment and has no control over the
Lessee or the Lessee's operation,use,storage or maintenance of the Equipment.
Section 9.2. Security Interest. All provisions referencing Lessor having a security interest in the Equipment are hereby cancelled and
shall not have any force or effect. Lessor and Lessee agree that the Agreement does not result in the creation of any lien, charge,
security interest or other encumbrance upon the Equipment or any other asset of Lessee.
Section 9.3. Modification of Equipment. Lessee will not, without the prior written consent of Lessor, affix or install any accessory
equipment or device on any of the Equipment if such addition will change or impair the originally intended value, function or use of the
Equipment.
Section 9.4. Personal Property. The Equipment is and shall at all times be and remain personal property and not fixtures.
ARTICLE X. WARRANTIES
Section 10.1. Selection of F,uipment. Each Vendor and all of the Equipment have been selected by Lessee. Lessor shall have no
responsibility in connection with the selection of the Equipment, the ordering of the Equipment, its suitability for the use intended by
Lessee,the acceptance by any Vendor or its sales representative of any order submitted,or any delay or failure by such Vendor or its sales
representative to manufacture,deliver or install any Equipment for use by Lessee.
Section 10.2. Vendor's Warranties. Lessor hereby assigns to Lessee for and during the related Lease Term,all of its interest, if any, in
all Vendor's warranties, guarantees and patent indemnity protection, express or implied issued on or applicable to an Equipment Group,
and Lessee may obtain the customary services furnished in connection with such warranties and guarantees at Lessee's expense. Lessor
has no obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee.
LESSEE ACKNOWLEDGES THAT THE EQUIPMENT IS OF A SIZE, DESIGN,
'qOEAPACITY, AND MANUFACTURE SELECTED BY LESSEE. LESSEE ACKNOWLEDGES THAT IT SELECTED THE
EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR IS NOT A MANUFACTURER
OF THE EQUIPMENT OR A DEALER IN SIMILAR EQUIPMENT, AND DOES NOT INSPECT THE EQUIPMENT BEFORE
DELIVERY TO LESSEE. LESSOR MAKES NO WARRANTY OR REPRESENTATION,EITHER EXPRESS OR IMPLIED,AS TO
THE VALUE,DESIGN, CONDITION,QUALITY,DURABILITY,SUITABILITY,MERCHANT-ABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE EQUIPMENT,OR ANY OTHER
REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE
FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT.
ARTICLE XI. ASSIGNMENT AND SUBLEASING
Section 11.1. Assignment by Lessor. Lessor,without Lessee's consent, may assign and reassign all of Lessor's right,title and/or interest
in and to this Agreement or any Lease, including, but not limited to, the Rental Payments and other amounts payable by Lessee and
Lessor's interest in the Equipment, in whole or in part to one or more assignees or subassignee(s) by Lessor at any time. No such
assignment shall be effective as against Lessee unless and until written notice of the assignment is provided to Lessee. When presented
with a notice of assignment, Lessee will acknowledge in writing receipt of such notice for the benefit of Lessor and any assignee. Lessee
shall keep a complete and accurate record of all such assignments.
Section 11.2. Assignment nd Suhleasing by Lessee. Neither this Agreement nor any Lease or any Equipment may be assigned,
subleased,sold,transferred,pledged or mortgaged by Lessee.
ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES
Section 12.1. Fvents of Default Defined. The occurrence of any of the following events shall constitute an Event of Default under this
Agreement and each Lease:
(a) Lessee's failure to pay, within ten(10) days following the due date thereof, any Rental Payment or other amount required to be
paid to Lessor(other than by reason of Non-Appropriation).
Lessee's failure to maintain insurance as required by Article VII.
With the exception of the above clauses(a) &(b),Lessee's failure to perform or abide by any condition, agreement or covenant
for a period of thirty(30) days after written notice by Lessor to Lessee specifying such failure and requesting that it be remedied, unless
Lessor shall agree in writing to an extension of time prior to its expiration.
3/I9/04:LES-BQ-ESR.DOC/rev.5101/1essor/L2 6
(d) Lessor's determination that any representation or warranty made by Lessee in this Agreement was untrue in any material respect
upon execution of this Agreement or any Equipment Schedule.
(e) The occurrence of an Event of Taxability.
1f) The filing of a petition in bankruptcy by or against Lessee, or failure by Lessee promptly to lift any execution, garnishment or
ttachment of such consequence as would impair the ability of Lessee to carry on its governmental functions or assignment by Lessee for
the benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or the approval by a court of competent
jurisdiction of any adjustment of indebtedness of Lessee,or the dissolution or liquidation of Lessee.
Section 12.2. Remedies on Default. In the event of default by Lessee under the Agreement, Lessor's sole remedies shall be to sue
Lessee for compensatory damages, which Lessee agrees to pay and which are hereby agreed to be the Prepayment Price applicable to
the immediately preceding rental payment due date,as set forth on the Payment Schedule,plus any rental payments accrued and unpaid
as of the date default, provided that in the event that Lessee voluntarily returns the Equipment to Lessor to a location specified by
Lessor,at Lessee's sole risk,cost and expense and in the condition required by Section 8.1 of the Agreement, Lessor shall not have any
further remedies against Lessee. Lessor shall also have the right in the event of default to exercise any other right, remedy or privilege
which may be available to it, including without limitation proceedings by appropriate court action to require specific performances of
any provision of the Agreement other than Lessee's covenant to return possession of and title to the Equipment, which covenant shall
not be subject to enforcement by specific performance. Lessee shall remain liable for all legal fees and other costs and expenses;
including court costs, incurred by Lessor in the enforcement of its remedies under the Agreement except to the extent prohibited by the
Constitution and laws of the State of Florida.
Section 12.3. Return of Equipment* Release of Lessee's Interest. With respect to any provision of the Agreement requiring Lessee
to return all or any portion of the Equipment to Lessor or to transfer title to all or any portion of the equipment to Lessor,Lessee agrees
to voluntarily do so. In the event that Lessee fails or refuses to return or transfer the Equipment or title thereto voluntarily as set forth
above, Lessor acknowledges that the Agreement does not and shall not create a right in Lessor to involuntarily dispossess Lessee of
title to or possession of all or any item of the Equipment. In lieu of such right Lessor shall be entitled to and Lessee agrees to pay to
Lessor immediately, but only from Lessee's legally available and appropriated revenues from sources other than ad valorem or other
taxes, the Prepayment Price applicable to the immediately preceding rental payment due date, as set forth on the Payment Schedule,
plus any rental payments accrued and unpaid as of the date of such payment.
Section 12.4 Late Charge. Lessor shall have the right to require late payment charge for each Rental or any other amount due hereunder
which is not paid within 10 days of the date when due equal to the lesser of 5%of each late payment or the legal maximum This Section is
only applicable to the extent it does not affect the validity of this Agreement.
ORTICLE XIII.MISCELLANEOUS PROVISIONS
Section 13.1. Notices. All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its
address specified beneath each party's signature,or at such address as the party may provide to the other parties hereto in writing from time
to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified
form,with postage fully prepaid,or,if given by other means,when delivered at the address specified in this Section 13.1.
Section 13.2. Binding Effect. This Agreement and each Lease hereunder shall be binding upon and shall inure to the benefit of Lessor
and Lessee and their respective successors and assigns. Specifically,as used herein the term"Lessor"means any person or entity to whom
Lessor has assigned its right to receive Rental Payments under any Lease.
Section 13.3. Severahility.. In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court
of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof.
S coon 13.4. Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and
representations, express or implied. This Agreement may be amended or modified only by written documents duly authorized, executed
and delivered by Lessor and Lessee.
Section 13.5. Captions. The captions or headings in this Agreement are for convenience only and in no way define,limit or describe the
scope or intent of any provisions,Articles,Sections or Clauses hereof.
Section 1-3 6 Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as
may reasonably be required for correcting any inadequate or incorrect description of the Equipment hereby leased or intended so to be,or
for otherwise carrying out the expressed intention of this Agreement.
Section 13.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State.
Section 13.8. Ilsurv. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that,
notwithstanding any provisions to the contrary herein or in any Equipment Schedule, in no event shall this Agreement or any Lease
hereunder require the payment or permit the collection of Interest or any amount in the nature of Interest or fees in excess of the maximum
amount permitted by applicable law. Any such excess Interest or fees shall first be applied to reduce Principal, and when no Principal
JMkkpmains, refunded to Lessee. In determining whether the Interest paid or payable exceeds the highest lawful rate, the total amount of
Werest shall be spread through the applicable Lease Term so that the Interest is uniform through such term
Section 13.9. Delayed Closing. In the event of a delayed closing, Lessor will benefit from the interest that accrues between the
Commencement Date and the Closing Date.
3/18/04:LES-BQ-ESR.DOC/rev.5/01/lessor/U 7
fiection 13.10. Lessee's Performance.A failure or delay of Lessor to enforce any of the provisions of this Agreement or any Lease shall
in no way be construed to be a waiver of such provision.
Section 13.101. Waiver of.fury Trial, Lessor and Lessee hereby waive any right to trial by jury in any action or proceeding with respect
o,in connection with or arising out of this Agreement.
i,rtinn 1-1.102. Correction of Documents. Lessee agrees to execute and deliver, or provide, as required by Lessor, any documents
and information, from time to time, that may be necessary for the purpose of correcting any errors or omissions in this Lease or to
reflect the true intent of Lessor in this transaction. All such documents and information must be satisfactory to Lessor.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
•
3/18/04:LES-BQ-ESR.DOC/rev.5101Aessor/U 8
® EXECUTION PAGE OF MASTER LEASE AGREEMENT
LEASE NUMBER: (I/
IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly authorized officer, and
Lessee has caused this Agreement to be executed in its name by its duly authorized officer.
CITY 7DANIA BEACH LEASING 2,INC.
Lessee Lessor
By: By:
Name n Pa o Name: Bra eyers
Title: City Manager Title: President t�
Date: March 25, 2004 Date:
Address: 100 W.Dania Beach Boulevard Address: 1720 West Cass Street
Dania Beach,FL 33004 Tampa,FL 33606-1230
Telephone: 954-924-3620 Telephone: 813-258-9888
�acsimile: 954-921-2604 Facsimile: 813-258-9333
•
3/18/04:LES-BQ-ESR.DOC/rev,5101Aessor/L2 9
EXHIBIT A
EQUIPMENT SCHEDULE NO.
TO MASTER LEASE NUMBER:
IM
The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as
March 31,2004(the"Agreement")between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety,
and Lessee hereby reaffirms each of its representations, warranties and covenants contained in the Agreement. Lessee warrants that no
Non-Appropriation and no Event of Default, or event which, with the passage of time or the giving of notice or both, would constitute
an Event of Default, has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this
Equipment Schedule and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but not defined herein
shall have the meanings assigned to them in the Agreement.
FQUIPME,NT CROUP
The cost of the Equipment Group to be funded by Lessee under this Lease is Three hundred eighty-five thousand six
hundred seventy-three dollars (S385,673�001 (the "Acquisition Cost"). The Equipment Group consists of the following Equipment
which has been or shall be purchased from the Vendor(s)named below for the prices set forth below:
New Pierce Fire Truck
VIN•
The Equipment Group is or will be located at the following address(es). Prior to relocation of the Equipment Group or any
portion thereof during the Lease Term,Lessee will provide written notice to Lessor:
116 W.Dania Beach Boulevard,Dania Beach,FL 33004
VENDOR TERMS
EQUIPMENT PAYMENT NO
DESCRIPTION AMOUNT EARLIER THAN
New Pierce Fire Truck $385,673.00 100%Prepayment at lease
commencement
EQUIPMENT SCHEDULE LEASE DATE: March 31,2004
CITY OF DANIA BEACH LEASING 2,INC.
Lessee / Lessor
y. By:
✓Nam: Ivan Pato Name: Brad M eers
Title: City Manager Title: President
Date: Date:
March 25 2004 3 1 2-8 �,3.L/
.�
Address: 100 W.Dania Beach Boulevard Address: 1720 West Cass Street
Dania Beach,FL 33004 Tampa,FL 33606-1230
Telephone: 954-924-3620 Telephone: 813-258-9888
Facsimile: 954-921-2604 Facsimile: 813-258-9333
Lease No.:
Equipment Schedule: 01
ACCEPTANCE OF OBLIGATION
TO COMMENCE RENTAL PAYMENTS UNDER PAYMENT SCHEDULE
RE: Master Lease Agreement dated March 31,2004,between Leasing 2,Inc.(Lessor)and City of Dania Beach(Lessee)
I, the undersigned, hereby certify that I am a duly qualified representative of Lessee and have been given the authority by the
governing body of Lessee to sign this Acceptance of Obligation to Commence Rental Payments with respect to the above referenced
Lease. I hereby certify that:
I. The Equipment described in the Equipment Schedule has not been delivered, installed or available for use as of the Lease
Date of this Equipment Schedule;
2. The principal amount of the Rental Payments in the Payment Schedule accurately reflects the cost of the Equipment;
Notwithstanding that the Equipment has not been delivered to,or accepted by,Lessee on the Lease Date hereby warrants that:
(a) Lessee's obligation to commence Rental Payments as set forth in Payment Schedule is absolute and unconditional as of the
Lease Date and on each date set forth in Payment Schedule thereafter, subject to the terms and conditions of the Lease;
(b) immediately upon delivery and acceptance of all the Equipment, Lessee will notify Lessor of Lessee's final acceptance of the
Equipment by delivering to Lessor the"Acceptance Certificate"in the form attached to the Equipment Schedule;
(c) regardless of whether Lessee delivers a final Acceptance Certificate, all Rental Payments paid prior to delivery of all the
Equipment shall be credited to Rental Payments as they become due under the Lease as set forth in Payment Schedule.
Notwithstanding any other provision of this Acceptance of Obligation, the Lease shall remain in full force and effect with respect to
all or the portion of the Equipment accepted by Lessee as provided in this Lease.
CITY OF DANIA BEACH-
Lessee -
'-3'dame: Ivan Pato
Title: City Manager
Date: March 25, 2004
Lease No.:
Equipment Schedule: 01
PAYMENT SCHEDULE
The Lease Date with respect to the above referenced Equipment Group shall be March 31,2004.
The Annual Interest Rate applicable to the Equipment Group shall be 2.75%. Lessee will make
Rental Payments each consisting of Principal and Interest as set forth below for a term of Five(5)
years. The first Rental Payment is due on April 15,2004 and subsequent payments are due Semi-
annually on like date thereafter.
PAYMENT PURCHASE
NO. DATE PAYMENT INTEREST PRINCIPAL PRICE
1 4/15/04 $ 41,027.16 $ 441.92 $ 40,585.24 $ 350,572:71
2 10/15/04 $ 41,027.16 $ 4,744.96 $ 36,282.20 $ 313,534.97
3 4/15/05 $ 41,027.16 $ 4,246.08 $ 36,781.08 $ 276,032.39
4 10/15/05 $ 41,027.16 $ 3,740.34 $ 37,286.82 $ 238,059.17
5 4/15/06 $ 41,027.16 $ 3,227.64 $ 37,799.52 $ 197,633.05
6 10/15/06 $ 41,027.16 $ 2,707.90 $ 38,319.26 $ 160,677.04
7 4/15/07 $ 41,027.16 $ 2,181.01 $ 38,846.15 $ 121,256.11
8 10/15/07 $ 41,027.16 $ 1,646.88 $ 39;380.28 $ 81,340.44
• 9 4/15/08 $ 41,027.16 $ 1,105.40 $ 39:921.76 $ 40,923.84
10 10/15/08 $ 41,027.16 $ 556.47 $ 40,470.69 $0.00
Grand Totals $ 410,271.60 $ 24,598.60 $ 385,673.00
CITY OF DANIA BEAC
Lessee
i
B -
Name: Ivan Pato
Title: City Manager
Date:March 25 , 2004
* After payment of Rental Payment due on such date.
EXHIBIT B-1
Lease No.
Equipment Schedule: 01
TAX AGREEMENT AND ARBITRAGE CERTIFICATE
This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by CITY OF DANIA BEACH
("Lessee") in favor of Leasing 2,Inc.("Lessor")in connection with that certain Master Lease Agreement dated as of March 31,2004
(the "Agreement"), by and between Lessor and Lessee. The terms capitalized herein but not defined herein shall have the meanings
assigned to them in the Agreement.
Section 1. In General.
1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the
financing of certain equipment(the"Equipment")to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the
Equipment Schedule referenced above(the "Equipment Schedule")executed under the Agreement(together with all related documents
executed pursuant thereto and contemporaneously herewith, the "Financing Documents"). As described in the Financing Documents,
Lessor shall apply Three hundred eighty-five thousand six hundred seventy-three dollars($385,673.00) (the "Principal Amount")
toward the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as set forth in the
Financing Documents.
1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing
and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the
Financing Documents,a copy of which has been delivered to Lessor.
1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring,equipping
and installing the Equipment which is essential to the governmental functions of Lessee,which Equipment is described in the Equipment
Schedule.
1.4. Lessee will timely file for each payment schedule issued under the Lease a Form 8038-G(or, if the invoice price of the Equipment
under such schedule is less than $100,000, a Form 8038-GC) relating to such Lease with the Internal Revenue Service in accordance
with Section 149(e)of the Internal Revenue Code of 1986,as amended(the"Code").
1.5. Lessee has not issued, and reasonably anticipates that it and its subordinate entities, if any,will not issue, tax-exempt obligations
including the Lease)in the amount of more than$10,000,000 during the current calendar year. Lessee hereby designates the Lease as a
"qualified tax-exempt obligation"within the meaning of Section 265(b)(3)of the Code and agrees that it and its subordinate entities, if
any, will not designate more than $10,000,000 of their obligations as "qualified tax-exempt obligations" during the current calendar
year.
Section 2. Non-Arbitrage Certifications.
2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund(or
an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the
payment of the Rental Payments due under the Financing Documents or pledged as security therefor.
2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be(i) issued or sold within
fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of
financing with the Financing Documents and(iii)paid out of substantially the same source of funds as, or deemed to have substantially
the same claim to be paid out of substantially the same source of funds as,the Financing Documents.
2.3. Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise
intended to be used,directly or indirectly,as a substitute,replacement or separate source of financing for the Equipment.
2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than
the yield realized by Lessor from Rental Payments received under the Financing Documents.
2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents
were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and
installing the Equipment.
2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier
than the final Payment Date under the Financing Documents.
Section 3. Dishursement of Funds;Reimbursement to Lessee.
3.1. It is contemplated that the entire Principal Amount will be used to pay the acquisition cost of Equipment to the vendors or
manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for
0cquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied.
3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the
following conditions have been satisfied:
(a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150-2 (the
"Declaration of Official Intent"), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a
portion of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty(60)days before Lessee adopted
the Declaration of Official Intent;
(b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the
expenditure was paid or eighteen(18)months after the items of Equipment to which such payment relates were placed in service;
(c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type
properly chargeable to a capital account under general federal income tax principles;and
(d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as
an artifice or device under Treasury Regulation § 1.148-10 to avoid,in whole or in part,arbitrage yield restrictions or arbitrage rebate
requirements.
Section 4. Use and Investment of F inds;Temporary Period,
4.1. Lessee has incurred or will incur,within six(6)months from the date of issuance of the Financing Documents,binding obligations
to pay an amount equal to at least five percent(5%) of the Principal Amount toward the costs of the Equipment. An obligation is not
binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed
with due diligence to the date of final acceptance of the Equipment.
4.2. An amount equal to at least eighty-five percent(85%)of the Principal Amount will be expended to pay the cost of the Equipment
by the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to
acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially
guaranteed yield of four(4)years or more.
4.3. (a)Lessee reasonably expects to cause the Equipment to be acquired by November, 2004 (date).
(b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in
accordance with Section 148(f)of the Code unless (i)the entire Principal Amount is expended on the Equipment by the date that is the
six-month anniversary of the Financing Documents or(ii) the Principal Amount is expended on the Equipment in accordance with the
following schedule: At least fifteen percent(15%) of the Principal Amount and interest earnings thereon will be applied to the cost of
the Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent(60%) of the Principal
Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the
Financing Documents; and one hundred percent(100%) of the Principal Amount and interest earnings thereon will be applied to the
cost of the Equipment prior to eighteen(18)months from the date of issuance of the Financing Documents.
W( ) Lessee hereby covenants that(i)Lessee is a governmental unit with general tax powers;(ii)the Lease is not a"private activity bond"
er Section 141 of the Code;(iii)at least ninety-five percent(95%)of the Principal Amount is used for the governmental activities of
Lessee;and(iv)the aggregate principal amount of all tax-exempt obligations(including the Lease)issued by Lessee and its subordinate
entities,if any,during the current calendar year is not reasonably expected to exceed$5,000,000. Accordingly,the rebate requirements
of Section 148(f)of the Code are treated as being met,in lieu of the spending exceptions set forth in paragraph(b)above.
Section 5. F,scrow Account.-Deleted
Section 6. No Private Use;No Consumer Loan.
6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more
than 10%of the Principal Amount to be used for a Private Business Use(as defined herein)if,in addition,the payment of more than ten
percent(10%)of the Principal Amount plus interest earned thereon is,directly or indirectly,secured by(i)any interest in property used
or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in
respect of property or borrowed money used or to be used for a Private Business Use.
In addition, if both(A) more than five percent(5%) of the Principal Amount is used as described above with respect to Private
Business Use and(B)more than five percent(5%)of the Principal Amount plus interest earned thereon is secured by Private Business
Use property or payments as described above, then the excess over such five percent(5%) (the "Excess Private Use Portion") will be
used for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the
Principal Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which
such Excess Private Use Portion is related. For purposes of this paragraph 6.1,"Private Business Use"means use of bond proceeds or
bond financed-property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a
person other than a natural person,excluding,however,use by a state or local governmental unit and excluding use as a member of the
general public.
6.2. No part of the Principal Amount or interest earned thereon will be used,directly or indirectly,to make or finance any loans to non-
governmental entities or to any governmental agencies other than Lessee.
Section 7. No Federal Guarantee.
W.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed,in whole or in part,
by the United States or an agency or instrumentality thereof.
7.2. No portion of the Principal Amount or interest earned thereon shall be(i)used in making loans the payment of principal or interest
of which are to be guaranteed,in whole or in part,by the United States or any agency or instrumentality thereof,or(ii)invested,directly
or indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to
be"federally guaranteed"within the meaning of Section 149(b)of the Code.
Section R. Miscellaneons.
•8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance
satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as
Lessee's agent for such purpose.
8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount for a period of five(5)
years after payment in full under the Financing Documents.
8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other
facts,estimates or circumstances that would materially change the expectations expressed herein.
IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of
March 31,2004.
CITY OF DANIA BEACH
Lessee
Y•
Name: Ivan Pato
Title: City Manager
Date: March 25 , 2004
EXHIBIT C-]
Lease No.: v ,
Equipment Schedule: Ol
RESOLUTION OF GOVERNING ROD Y
Lessee to provide a certified original resolution in the form previously submitted to Lessor
EXHIBIT D
Lease No.:
Equipment Schedule: 01
INCUMBENCY CERTIFICATE
I do hereby certify that I am the duly elected or appointed and acting � of City of Dania Beach, a
political subdivision duly organized and existing under the laws of the State of Florida, that I have custody of the records of such entity,
and that, as of the date hereof,the individuals named below are the duly elected or appointed officers of such entity holding the offices set
forth opposite their respective names.
I further certify that(i)the signatures set opposite their respective names and titles are their true and authentic signatures and(ii)
such officers have the authority on behalf of such entity to enter into that certain Master Lease Agreement dated as of March 31, 2004
between such entity and Leasing 2,Inc..
NAME TITLE
Ivan Pato City Manager
IN WITNESS WHEREOF,I have duly executed this certificate as of this �f day of �`�
By:—
Board Member or other authorized officer's signature
Title:
Name: ��1,1'9/'"2 41/9-6v6
(Printed or typed)
•
WEISS SEKOTA HELFMAN
PASTOI,IZA GUEDES COLE & BONISKE, P.A.
ATTORNEYS AT LAW
ISTCHELL A.BIERMAN - BROWARD OFFICE ELAINE M.COHEN
NINA L. BONISKE 3107 STIRLING ROAD, SUITE 300 VIVIAN DE LAS CUEVAS-DIAZ
MITCHELL J.BURNSTEIN FORT LAUDERDALE, FLORIDA 33312 STEPHANIE DEUTSCH'
JAMIE ALAN COLE JENNIFER A.GOLDBERG
EDWARD G.GUEDES DOUGLAS R.GONZALES
STEPHEN J. HELFMAN JAMIE ALAN COLE CHRISTOPHER F.KURTZ
JOHN R. HERIN,JR. MANAGING SHAREHOLDER-BROWARD OFFICE PETER A.LICHTMAN
HARRIET R.LEWIS KAREN LIEBERMAN*
GILBERTO PASTOR17A MATTHEW H. MANDEL
GARY 1. RESNICK TELEPHONE 954-763-4242 BERNARD S. MANDLER'
JOSEPH H.SEROTA TELECOPIER 954-764-7770 MICHAEL J. MARRERO
NANCY E.STROUD WWW.WSH-LAW.COM ALEXANDER L.PALE NZUELA-MAURI
RICHARD JAY WEISS MICHAEL S. POPOK'
DAVID M.WOLPIN MIAMI-DADE OFFICE ANTHONY L. RECIO
STEVEN W.ZELKOWITZ 2665 SOUTH BAYSHORE DRIVE •SUITE 420 SCOTT A.ROBIN
MIAMI, FLORIDA 33133 GAIL D.SEROTA'
THOMAS J.ANSBRO' TELEPHONE 305-854-0800 • TELECOPIER 305-854-2323 JEFFREY P.SHEFFEL
LILLIAN ARANGO DE LA HOZ' MIA M.SINGH
ALISON S.BIELER JOSE S.TALAVERA
MICHELLE BUCKALEW 'OF COUNSEL SUSAN L.TREVARTHEN'
March 31, 2004
LEASING 2, INC.
1720 West Cass Street
Tampa, FL 33606-1230
Re: Master Lease Agreement dated as of March 31, 2004 (the "Agreement") by
and between Leasing 2, Inc. ("Lessor") and CITY OF DANIA BEACH,
FLORIDA ("Lessee")
Ladies and Gentlemen:
We have acted as counsel to Lessee with respect to the Agreement described above and
various related matters, and in this capacity have reviewed a duplicate original or certified copy
thereof and Equipment Schedule No. 01 executed pursuant thereto (together with the Agreement,
the "Lease"). The terms capitalized in this opinion but not defined herein shall have the meanings
assigned to them in the Lease. Based upon the examination of these and such other documents as
we have deemed relevant, it is our opinion that:
1. Lessee is a political subdivision of the State of Florida (the "State") within the
meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended, and is duly
organized, existing and operating under the Constitution and laws of the State.
2. Lessee is authorized and has the power under applicable law to enter into the Lease,
and to carry out its obligations thereunder and the transactions contemplated thereby.
3. The Lease has been duly authorized, executed and delivered by and on behalf of
Lessee, and is a legal, valid and binding obligation of Lessee enforceable in accordance with its
® terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar
laws affecting the enforcement of creditors'rights generally and by general equitable principles.
Leasing 2, Inc.
March 31, 2004
Page 2 of 2
4. The authorization and execution of the Lease and all other proceedings of Lessee
relating to the transactions contemplated thereby have been performed in accordance with all
applicable open meeting, public records, public bidding and all other laws, rules and regulations of
the State.
5. The execution of the Lease and the appropriation of moneys to pay the Rental
Payments coming due thereunder do not and will not result in the violation of any constitutional,
statutory or other limitation relating to the manner, form or amount of indebtedness which may be
incurred by Lessee.
6. There is no litigation, action, suit or proceeding pending or before any court,
administrative agency, arbitrator or governmental body that challenges the organization or existence
of Lessee, the authority of Lessee or its officers or its employees to enter into the Lease, the proper
authorization or execution of the Lease or the documents contemplated thereby, the appropriation
of moneys to make Rental Payments under the Lease for the current Fiscal Year of Lessee, or the
ability of Lessee otherwise to perform its obligations under the Lease and the transactions
contemplated thereby. To the best of our knowledge, no such litigation, action, suit or proceeding
is threatened.
7. The Equipment is personal property, and when used by Lessee will not be or
® become fixtures under the laws of the State.
S. Resolution No. 2004-048 of the governing body of Lessee was duly and validly
adopted by such governing body on March 9, 2004 and such resolution has not been amended,
modified, supplemented or repealed and remains in full force and effect.
This opinion may be relied upon by the addressee hereof and its successors and assignees of
interests in the Lease, but only with regard to matters specifically set forth herein.
Very truly yours, 1
Thomad Ansbro ad
City Attorney for the
City of Dania Beach
566.028
TJA:slw
WEISS SEHOTA HELFMAN
PASTOAIZA GUEDES COLE & BONISKE, P.A.