HomeMy WebLinkAboutR-1989-053 a
RESOLUTION NO. 53-89
A RESOLUTION OF THE CITY OF DANIA, FLORIDA,
APPROVING THE LEASE BETWEEN AMPLICON FINANCIAL
AND THE CITY OF DANIA; AND AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE SAID
AGREEMENT; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the City Commission, City Manager and City Attorney
of the City of Dania , Florida, have reviewed the attached form of
lease and find it to be appropriate to the needs of the City of
Dania.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA, FLORIDA:
Section 1 . That the City Commission of the City of Dania,
Florida, does hereby approve the lease between Amplicon Financial
and the City of Dania , a copy of which is attached hereto and made
a part hereof as Exhibit "A" .
Section 2. That the Mayor-Commissioner , City Manager and
City Clerk-Auditor are hereby authorized and directed to forthwith
execute said Agreement on behalf of the City of Dania, Florida.
Section 3 . That this resolution shall be in force and take
,w a effect immediately upon its passage and adoption .
PASSED and ADOPTED this 9th day of May, 1989.
/4 !i /
AYOR (TOMMISSIGN
ATTEST:
i
CITY CLERK - AUDITOR
APPROVED AS TO FORM AND CORRECTNESS
/
FRANK C. ADLER, City Attorney
J
Resolution No. 53-89
1 �1
LEASE PURCHASE AGREEMENT
NO.
BETWEEN
AMPLICON. INC.
(LESSOR)
AND
CITY OF DANIA, FLORIDA
(LESSEE)
EXHIBIT "A"
TABLE OF CONTENTS
(The Table of Contents is not part of
the Property Lease Purchase Agreement
but for convenience of reference only)
PREPARATORY CLAUSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
WITNESSETH. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
Section 1 . 01 . Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
Section 2. 01 . Basic Covenants of Lessee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III
Section 3 . 01 . Lease of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE IV
Section 4 . 01 . Lease Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 4 .02. Delivery, Installation and Acceptance. . . . . . . . . . . . . . . . . 3
ARTICLE V
"•� Section 5.01 . Enjoyment of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 5.02. Location, Inspection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE VI
Section 6.01 . Rental Payments to Constitute a Current Expense. . . . . . . 4
Section 6.02. Payment of Rental Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 6.03. Interest Component. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 6.04. Rental Payments to be Unconditional . . . . . . . . . . . . . . . . . . . 5
Section 6.05. Continuation of Lease Term by Lessee. . . . . . . . . . . . . . . . . . 5
Section 6.06. Nonappropriation of Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 6.07. Nonsubstitution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE VII
Section 7.01 . Title to the Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 7.02. Personal Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 7.03. Surrender of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
( i ) .
e
ARTICLE VIII
Section 8.01 . Maintenance of Property by Lessee. . . . . . . . . . . . . . . . . . . . . 7
Section 6. 02. Liens , Taxes, Other Governmental and Utility Charges. . 7
Section 8.03. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 8.04. Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE IX
Section 9 .01 . Damage, Destruction and Condemnation. . . . . . . . . . . . . . . . . . 8
Section 9 .02. Insufficiency of Net Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE X
Section 10.01 . Disclaimer of Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 10 . 02. Vendor ' s Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 10 . 03. Use of the Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 10 . 04 . Limitation of Liability . . . . . . . . . 9
ARTICLE XI
Section 11 .01 . Purchase Option. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE XII
Section 12. 01 . Assignment by Lessor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 12. 02. Assignment and Subleasing by Lessee. . . . . . . . . . . . . . . . . . . 10
Section 12. 03. Release and Indemnification Covenants. . . . . . . . . . . . . . . . . 11
ARTICLE XIII
Section 13.01 . Events of Default Defined. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
_., Section 13.02. Remedies on Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 13.03. No Remedy Exclusive. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE XIV
Section 14.01 . Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 14.02. Binding Effect. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 14 .03. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 14.04. Amendments, Changes and Modifications. . . . . . . . . . . . . . . . . 13
,
( ii )
Section 14. 05. Execution in Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 14 . 06. Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 14 . 07. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 14.08. Captions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SIGNATURE PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
NOTARY (Lessee) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
NOTARY (Lessor) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
EXHIBIT A Lessee General Purpose Federal Tax Certificate. . . . . . . . . . . . 16
EXHIBIT B Lessee Attorney Opinion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
EXHIBIT C Schedule of Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
EXHIBIT D Schedule of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
EXHIBIT E Lease Acceptance Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
( iii )
PROPERTY LEASE PURCHASE AGREEMENT
This Property Lease Purchase Agreement (the "Agreement") dated as of
the Commencement Date (as hereinafter defined) by and between ANPLICON,
INC. , a corporation duly organized and existing under the laws of the State
of California ( "Lessor" ) , and CITY OF DANIA. FLORIDA a political
subdivision existing under the laws of the State (as hereinafter defined)
( "Lessee") ,
WITNESSETH:
WHEREAS, Lessor desires to lease the Property, as hereinafter defined,
to Lessee and Lessee desires to lease the Property from Lessor on the basis
of, subject to the terms and conditions of, and for the purposes set forth
in, this Agreement: and
WHEREAS, Lessee is authorized under the constitution and laws of the
State to enter into this Agreement for the purposes set forth herein; and
WHEREAS, Lessee and Lessor enter into this Agreement with the
intention that the portion of each "Rental Payment" (as hereinafter
defined) designated as interest is excludable from the gross income of the
recipient of such payment for federal income tax purposes; and
NOW, THEREFORE, in consideration of the premises, and intending to be
legally bound, the parties hereby agree as follows:
ARTICLE I
Section 1 .01 . DEFINITIONS. The following terms will have the meanings
indicated below unless the context clearly requires otherwise:
"Agent" , when, as and if any such agent should appear herein,
e� means that person, corporation, partnership or entity, to which all or
a portion of Lessor ' s right, title and interest in and to the Property
under the Agreement may be assigned for the benefit of the Registered
Owners.
"Agreement" means this Property Lease Purchase Agreement ,
including the Exhibits attached hereto.
"Budget Period" means the then current or next sequential period
of time for which Lessee, in the normal course of its affairs, plans,
forecasts and otherwise budgets revenues and expenditures in order to
provide its program of essential governmental services ; such term may
generally be understood to mean Lessee' s fiscal year.
"Code" means the Internal Revenue Code of 1986, as amended.
"Commencement Date" means the date when the term of this
Agreement and Lessee's obligation to pay Rental Payments as outlined
in Paragraph C. in Exhibit C hereto commences , which date shall be the
first day of the month following the date on which the Property is
accepted by Lessee as indicated in Exhibit E hereto, whichever occurs
first. Lessee may have additional payment obligations prior to the
Commencement Date as described in Paragraph D. in Exhibit C hereto.
PROPERTY LEASE PURCHASE AGREEMENT (CONTINUED)
"Lease Participation Certificates" means certificates evidencing
a right to receive a pro-rata share of Rental Payments and Purchase
Price Payments ( if any) .
"Lease Term" means the Original Term and all Renewal Terms .
"Lessee" means the entity described as such in the first
paragraph of this Agreement , its successors and assigns .
"Lessor" means the entity described as such in the first
paragraph of this Agreement , its successors and assigns.
"Original Term" means the period from the Commencement Date until
the end of the Budget Period of Lessee in effect at the Commencement
Date.
"Property" means the property described in Exhibit D and all
replacements, repairs , restorations , modifications and improvements
thereof or thereto made pursuant to Section 8. 01 or Article XI .
"Purchase Price" means the amount that Lessee may, in its
discretion, pay to Lessor to purchase the Property, as set forth in
Exhibit C hereto.
"Registered Owners" means the owners of Lease Participation
Certificates as shown on the registration books maintained by the
Agent .
"Renewal Terms" means the subsequent and periodic extensions of
this Agreement after the Original Term, each having a duration of one
year or a term coextensive with Lessee ' s Budget Period, as provided
for in Article IV.
"Rental Payments" means the basic rental payments payable by
Lessee pursuant to Article VI which payments constitute the payments
of the cash purchase price, plus interest, over time.
"State" means the state in which Lessee is located.
"Vendor" means the manufacturer of the Property as well as the
agents or dealers of the manufacturer from whom Lessor purchased or
obtained or is purchasing or obtaining the Property .
ARTICLE II
Section 2.01 . BASIC COVENANTS OF LESSEE . Lessee represents, covenants
and warrants for the benefit of Lessor, its successors and assigns
( including any Registered Owners) as follows :
(a) Lessee is a political subdivision duly organized and validly
existing under the constitution and laws of the State with full power
and authority to enter into this Agreement and the transaction
contemplated hereby and to perform all of its obligations hereunder.
(b) Lessee will do or cause to be done all things necessary to
preserve and ' keep in full force and effect its existence as a
political subdivision.
2 -
PROPERTY LEASE PURCHASE AGREEMENT (CONTINUED)
(c) Lessee and its appropriate officers and agents have been
duly authorized to execute and deliver this Agreement by proper action
of its governing body, or by other appropriate and valid official
approval , and all state law requirements have been met and procedures
have occurred in order to ensure the validity and enforceability of
this Agreement . Lessee has complied with such public bidding
requirements as may be applicable to this Agreement , the acquisition
by Lessee of the Property and the financing of said Property
hereunder. Lessee shall cause to be executed and delivered to Lessor
an opinion of its counsel in the form attached hereto as Exhibit B.
(d) The Property will be used during the Lease Term, by Lessee
only for the purpose of performing essential governmental uses and
public functions of Lessee consistent with the permissible scope of
Lessee ' s authority and applicable law.
(e) Lessee will annually provide Lessor with current financial
statements , budgets, proof of appropriation for the ensuing budget
period and such other financial information relating to the ability of
Lessee to continue this Agreement as may be requested by Lessor.
( f) Lessee will execute and deliver to Lessor its certificate in
the form attached hereto as Exhibit A; all representations , warranties
and covenants of Lessee contained herein are hereby incorporated by
reference as if set forth fully in this Section 2. 01 ( f) . Lessee will
not take any action, or fail to take any action, which could adversely
affect the exclusion from gross income of the interest paid on this
Agreement under Section 103(a) and all other applicable provisions of
the Code.
ARTICLE III
Section 3. 01 LEASE OF PROPERTY. Lessor Leases and lets to Lessee, and
Lessee leases and hires from Lessor, the Property on the basis of, and
subject to the terms and conditions of, this Agreement for the Lease Term.
ARTICLE IV
Section 4. 01 LEASE TERM. The Original Term of this Agreement shall
commence on the Commencement Date and shall terminate the last day of
Lessee' s current Budget Period. The Lease Term may be continued, solely at
the option of Lessee, at the end of the Original Term or any Renewal Term
for an additional Budget Period, up to a maximum Lease Term specified in
Exhibit C hereto. At the end of the Original Term and at the end of each
Renewal Term, unless Lessee has terminated this Agreement in accordance
with the provisions of Section 6.06, hereof. Lessee shall be deemed to
have exercised its option to continue this Agreement for the next Renewal
Term. The terms and conditions during any Renewal Term shall be the same
as the terms and conditions during the Original Term, and the Rental
Payment shall be as provided in Exhibit C to this Agreement.
- 3 -
PROPERTY LEASE PURCHASE AGREEMENT (CONTINUED)
Section 4 .02 DELIVERY, INSTALLATION AND ACCEPTANCE OF PROPERTY.
Lessee shall order the Property and cause the same to be delivered and
installed at the location specified in Exhibit D to this Agreement . Lessee
shall pay all delivery and installation costs, if any , in connection
therewith. When the Property is delivered and installed . Lessee shall
immediately accept the Property and evidence said acceptance by executing
and deliverinq to Lessor the Acceptance Certificate in the form attached
hereto as Exhibit E.
ARTICLE V
Section 5.01 ENJOYMENT OF PROPERTY. Lessor shall provide Lessee
during the Lease Term with quiet use and enjoyment of the Property , and
Lessee shall during the Lease Term peaceably and quietly have, hold and
enjoy the Property, without suit . trouble or hindrance from Lessor , except
as expressly set forth in this Agreement . No assignee of Lessor ( including
any Reqistered Owners) shall interfere with such quiet use and enjoyment
during the Lease Term so long as Lessee is not in default under this
Agreement .
Section 5.02 LOCATION, INSPECTION. Once installed , the Property will
not be removed from the location specified in Exhibit D to the Lease
without Lessor' s consent , which shall not be unreasonably withheld. Lessor
shall have the right at all reasonable times during business hours to enter
into and upon the property of Lessee for the purpose of inspecting the
Property .
ARTICLE VI
Section 6.01 RENTAL PAYMENTS TO CONSTITUTE A CURRENT EXPENSE OF
LESSEE. Lessor and Lessee understand and intend that the obligation of
4 Lessee to pay Rental Payments and any other payments hereunder shall
constitute a current expense and obligation for the full payment of which
current revenues have been, or will , at the proper time, be appropriated by
Lessee. It is not intended that such obligations create a debt of Lessee
in contravention of any applicable constitutional or statutory limitation
or requirement concerning the creation of indebtedness by Lessee; nor shall
anything contained herein constitute a pledge of the general tax revenues,
funds or monies of the Lessee, unless permitted by the Constitution and
laws of the State and then only for the period permitted by the
Constitution and laws of the State.
Section 6.02 PAYMENT OR RENTAL PAYMENTS. Lessee shall promptly pay
Rental Payments exclusively from legally available funds, in lawful money
of the United States of America to Lessor in such amounts and on such dates
as described in Exhibit C. Lessee shall pay Lessor a charge on any
delinquent Rental Payment at the rate of per annum or the maximum
amount permitted by law, whichever is less, from the time the payment was
due until fully paid. NO NOTICE to Lessee is required hereunder to begin
the assessment of such late charges.
- 4 -
I- _J
PROPERTY LEASE PURCHASE AGREEMENT (CONTINUED)
Section 6. 03 INTEREST COMPONENT. A portion of each Rental Payment is
paid as and represents a payment of interest . Exhibit C sets forth the
interest component of each Rental Payment during the Lease Term.
Section 6. 04 RENTAL PAYMENTS TO BE UNCONDITIONAL. Except as provided
in Section 6 .01 and 6. 06, the obligations of Lessee to make payment of the
Rental Payments and to perform and observe the other covenants and
agreements contained herein shall be absolute and unconditional in all
events without abatement , diminution, deduction, setoff or defense, for any
reason, including without limitation any failure of the Property to be
delivered or installed, any defects , malfunctions , breakdowns or
infirmities in the Property or any accident , condemnation or unforeseen
circumstances.
Section 6. 05 CONTINUATION OF LEASE TERM BY LESSEE . Lessee intends,
subject to Section 6.06, to continue the Lease Term through the Original
Term and all Renewal Terms and to pay the Rental Payments hereunder .
Lessee reasonably believes that legally available funds in an amount
sufficient to make all Rental Payments during the Original Term and each of
the Renewal Terms can be obtained. Lessee further intends to do all things
lawfully within its power to obtain and maintain funds from which the
Rental Payments may be made, including making provisions for such payments
to the extent necessary in each budget or appropriation request submitted
and adopted in accordance with applicable provisions of law, to have such
portion of the budget or appropriation request approved, and to exhaust all
available reviews and appeals in the event such portion of the budget or
appropriation request is not approved.
Section 6.06 NONAPPROPRIATION OF FUNDS . Lessee is obligated only to
pay periodic payments under the Agreement as may be made lawfully from
funds budgeted and appropriated for the purpose during Lessee ' s current
Budget Period. Should Lessee fail however at any time to budget ,
appropriate or otherwise make available funds to pay Rental Payments for
the next Budget Period immediately following the then current Original or
. off Renewal Term, this Agreement shall be deemed terminated at the end of the
then current Original or Renewal Term. Lessee agrees to deliver notice to
Lessor of such termination at least ninety (90) days prior to the end of
the then current Original or Renewal Term, but failure to give such notice
shall not extend the term beyond such Original Term or Renewal Term. If
this Agreement is terminated in accordance with this Section, Lessee agrees
peaceably to deliver the Property, at Lessee' s expense, to Lessor at the
end of the then current Original or Renewal Term at the location(s) to be
specified by Lessor in accordance with Section 7.03.
Section 6.07 NONSUBSTITUTION. To the extent permitted by law, Lessee
agrees that if this Agreement is terminated in accordance with Section 6 .06
Lessee will not purchase, lease or rent property performing functions
similar to those performed by the Property for a period of one hundred and
eighty ( 180) days from the end of the then current Original or Renewal Term
provided these restrictions shall not be applicable in the event the
Property shall be fold, re-leased or otherwise disposed of by Lessor, and
the amount received from such disposition less all costs of such sale or
disposition are sufficient to pay the then applicable Purchase Price
specified in Exhibit C. This Section shall remain in full force and effect
notwithstanding the termination of this Agreement.
- 5 -
PROPERTY LEASE PURCHASE AGREEMENT (CONTINUED)
ARTICLE VII
Section 7.01 . TITLE OF THE PROPERTY. Upon acceptance of the Property
by Lessee, title to the Property shall vest in Lessee subject to Lessor ' s
right under this Agreement , provided that title shall thereafter
immediately and without any action by Lessee vest in Lessor and Lessee
shall immediately surrender possession of the Property to Lessor upon ( i )
any termination of this Agreement without Lessee exercising its option to
purchase pursuant to Section 11 .01 or ( ii ) the occurrence of an Event of
Default . It is the intent of the parties that any transfer of title to
Lessor pursuant to this Section shall occur automatically without the
necessity of any bills of sale , certificates of title or other instruments
of conveyance. Nevertheless, Lessee shall execute and deliver any
instruments as Lessor may request to evidence transfer of the Property to
Lessor.
To secure the payment of all of Lessee ' s obligations under this
Agreement , Lessee grants to Lessor a security interest constituting a first
lien on the Property and on all additions , attachments, accessions .
substitutions and on any proceeds. Lessee agrees to execute such
additional documents including financing statements, affidavits, notices
and similar instruments, in form and content satisfactory, to Lessor , which
Lessor deems necessary or appropriate to establish and maintain its
security interest and, upon assignment , the security interest of the
Registered Owners or any other assignee of Lessor in the Property.
Section 7 .02 PERSONAL PROPERTY. The Property is and will remain
personal property and will not be deemed to be affixed to or become a part
of the real estate on which it may be situated, notwithstanding that the
Property or any part thereof may be or become in any manner physically
-•• affixed or attached to real estate or any building thereon. If requested
by Lessor, Lessee will , at Lessee ' s expense, furnish a waiver of any
interest in the Property from any party having an interest in any such real
estate or building.
Section 7.03 SURRENDER OF PROPERTY. In the event Lessor makes a
demand of Lessee to surrender the Property in accordance with Article XIII
or in the event of a nonappropriation, Lessee agrees, at its own expense,
to return the Property by delivering it in the same condition as originally
delivered to Lessee, normal wear and tear excepted, to such place or on
board such carrier, packed for shipping in accordance with the Property
Manufacturer(s) specifications, or as Lessor may otherwise specify.
6 -
PROPERTY LEASE PURCHASE AGREEMENT (CONTINUED)
ARTICLE VIII
Section 8 . 01 MAINTENANCE OF PROPERTY BY LESSEE . Lessee agrees that
it will at Lessee ' s own cost and expense maintain , preserve and keep the
Property in good repair and working order. Lessor shall have no
responsibility to maintain, repair or make improvements or additions to the
Property . If requested by Lessor , Lessee will enter into a maintenance
contract for the Property.
Section 8. 02 LIENS, TAXES, OTHER GOVERNMENTAL AND UTILITY CHARGES.
Lessee shall keep the Property free of all review, charges, liens and
encumbrances except those created by this Agreement . The parties to this
Agreement contemplate that the Property will be used for a governmental or
proprietary purpose of Lessee and therefore , that the Property will be
exempt from all property taxes . Nevertheless , if the use, possession or
acquisition of the Property is determined to be subject to taxation, Lessee
shall pay when due all taxes and governmental charges lawfully assessed or
levied against or with respect to the Property . Lessee shall pay all gas,
water, steam, electricity, heat, power , telephone, utility and other
charges incurred in the operation, maintenance, use , occupancy and upkeep
of the Property . Lessee shall pay all such taxes or ,charges that may
become due; provided that , with respect to any such taxes or charges that
may be paid lawfully in installments over a period of years, Lessee shall
be obligated to pay only such installments as accrue during the Lease Term.
Section 8. 03 INSURANCE. At its own expense, Lessee shall maintain
( i ) casualty insurance insuring the Property against loss or damage by fire
and all other risks covered by the standard extended coverage endorsement
then in use in the region encompassing Lessee, together with any other
risks reasonably required by Lessor in an amount equal to the then
applicable Purchase Price of the Property, and ( ii ) liability insurance
that protects Lessor from Liability in all events in an amount satisfactory
to Lessor, and ( iii ) workers' compensation insurance covering all employees
working on, in, near or about the Property; provided that with Lessor's
prior written consent, Lessee may self-insure against such risks. Lessee
shall furnish to Lessor certificates evidencing these required insurance
coverages throughout the Lease Term.
All such insurance shall be with insurers that are acceptable t
Lessor, shall name Lessee and Lessor as insureds and shall contain a
provision that such insurance shall not be cancelled or modified materially
and adversely to the interest of Lessor without first giving written notice
to Lessor at least thirty (30) days in advance of such cancellation or
modification. All casualty insurance shall contain a provision naming
Lessor as loss payee.
1�
PROPERTY LEAS7. PURCHASE AGREEMENT (CONTINUED)
Section 3 . 04 ADVANCES . In the event Lessee shall fail t❑ either
maintain the insurance required by this Agreement or keep the Property in
goed repair and working order or advance additional funds for delivery and
installation costs , if any . Lessor may but shall be under no obligation to
purchase the required insurance and pay its premiums and maintain and
repair the Property and pay the cost and pay for delivery and installation.
All amounts advanced by Lessor shall constitute additional rent for the
then current Original Term or Renewal Term and Lessee covenants and agrees
to pay such amounts advanced until paid at the rate of eighteen percent
( 13i,) per annum or the maximum amount permitted by law, whichever is less.
ARTICLE IX
Section 9. 01 DAMAGE . DESTRUCTION AND CONDEMNATION. If (a) the
Property or any portion thereof is destroyed, in whole or in part , or is
damaged by fire or other casualty , or (b) title to, or the temporary use
of, the Property or any part thereof shall be taken under the exercise or
threat of the power of eminent domain by an governmental body or by any
person, firm or corporation acting pursuant to governmental authority,
Lessee and Lessor will cause the Net Proceeds of any insurance claim,
condemnation award or sale under threat of condemnation to be applied to
the prompt replacement , repair, restoration, modification or improvement of
the Property, unless Lessee shall have exercised its option to purchase the
Property by making payment of the Purchase Price as provided in Exhibit C,
Any balance of the Net Proceeds remaining after such work has been
completed shall be paid to Lessee.
For purposes of this Agreement , the term "Net Proceeds" shall mean the
amount remaining from the gross proceeds of any insurance claim,
condemnation award or sale under threat of condemnation after deducting all
expenses, including attorneys' fees incurred.
Section 9.02 INSUFFICIENCY OF NET PROCEEDS. If the Net Proceeds are
insufficient to pay in full the cost of any repair, restoration,
modification or improvement referred to in Section 9. 01 , Lessee shall
either (a) complete such replacement , repair, restoration, modification or
improvement and pay any costs thereof in excess of the amount of the Net
Proceeds and, if Lessee shall make any payments pursuant to this Section,
Lessee shall not be entitled to any reimbursement therefor from Lessor nor
shall Lessee be entitled to any diminution of the amounts payable under
Article VI , or (b) purchase Lessor' s interest in the Property pursuant to
Section 11 .01 by paying the then applicable Purchase Price. The amount of
the Net Proceeds, if any, remaining after completing such repair,
restoration, modification or improvement or after paying the applicable
Purchase Price may be retained by Lessee.
- B -
i
PROPERTY LEASE PURCHASE AGREEMENT (CONTINUED)
ARTICLE X
Section 10.01 DISCLAIMER OF WARRANTIES. Lessor makes no warranty or
representation, either express or implied, as to the value, design,
condition, merchantability or fitness for a particular purpose of the
Property . Lessor has no familiarity with the Property, is not manufacturer
or vendor , and is not an agent of manufacturer or vendor . Lessee confirms
that it has used its own judgment in respect to the selection of the
Property.
Section 10. 02 VENDORS' WARRANTIES. Lessor irrevocably appoints
Lessee its agent and attorney-in-fact during the Lease Term, so long as
Lessee shall not be in default hereunder, to assert from time to time
whatever claims and rights ( including without limitation warranties)
related to the Property that Lessor may have aqainst the Vendor (s ) .
LESSEE 'S SOLE REMEDY FOR THE BREACH OF SUCH WARRANTY, INDEMNIFICATION- OR
REPRESENTATION SHALL BE AGAINST THE VENDOR(S) OF THE PROPERTY AND NOT
AGAINST LESSOR, NOR SHALL SUCH MATTER HAVE ANY EFFECT WHATSOEVER ON THE
RIGHTS AND OBLIGATIONS OF LESSOR WITH RESPECT TO THIS LEASE, INCLUDING THE
RIGHT TO RECEIVE FULL AND TIMELY PAYMENTS HEREUNDER. Lessee expressly
acknowledges that Lessor makes, and has made, no representations or
warranties whatsoever as to the existence or availability of any warranties
by any Vendor( s) of the Property relating to the said Property .
Section 10.03 USE OF THE PROPERTY. Lessee will not install , use,
operate or maintain the Property improperly, carelessly, illegally or in a
manner contrary to that contemplated by this Agreement. Lessee shall
provide all permits and licenses necessary for the installation and
operation of the Property. In addition, Lessee agrees to comply with all
laws of the jurisdiction in which its operations involving any item of
Property may extend and to obey any legislative, executive, administrative
or judicial body exercising any power or jurisdiction over the items of the
Property; provided that Lessee may contest in good faith the validity or
application of any law or rule in any reasonable manner that does not, in
the opinion of Lessor, adversely affect the interest of Lessor in and to
the Property or its interest or rights under this Agreement .
Section 10.04 LIMITATION OF LIABILITY. Lessor shall not be liable
for any incidental , indirect , special or consequential damage in connection
with or arising out of this Agreement, or from the existence, furnishing or
functioning of any equipment , product or service provided for in this
Agreement, or from Lessee' s use of the Property.
ARTICLE XI
Section 11 .01 PURCHASE OPTION. Lessee shall have the option to
purchase Lessor' s interest in the Property, upon giving written notice to
Lessor at lease sixty (60) days before the time of purchase, at the
following times and upon the following terms:
- 9 -
PROPERTY LEASE PURCHASE AGREEMENT (CONTINUED)
(a) On the last day of the maximum Lease Term, if the Agreement
is still in effect on such day , upon payment in full of Rental
Payments due hereunder and the payment of One Dollar ($1 . 00) to
Lessor , or
(b) On the last day of the Original Term or any Renewal Term
then in effect , upon payment in full of the Rental Payments then due
hereunder plus the then appicable Purchase Price to Lessor, or
(c) In the event ❑f substantial damaqe to or destruction or
condemnation of substantially all of the Property on the day specified
in Lessee' s notice to Lessor of its exercise of the purchase option.
upon payment in full of the Rental Payments then due hereunder plus
the then applicable Purchase Price to Lessor.
ARTICLE XII
Section 12. 01 ASSIGNMENT BY LESSOR. Lessor ' s right , title and
interest in, to and under this Agreement and the Property may be assigned
and reassigned in whole or in part to one or more assignees or subassignees
by Lessor and, to the extent of their interest , by any Registered Owner .
without the necessity of obtaining the consent of Lessee,, provided that ( i )
any assignment , other than an assignment by a Registered Owner, shall not
be effective until Lessee has received written notice, signed by the
assignor, of the name, address and federal tax identification number of the
assignee, and ( ii ) any assignment by a Registered Owner shall not be
effective until it is registered on the registration books kept by the
Agent. Lessee shall retain all such notices as a register of all assignees
(other than Registered Owners) and shall make all payments to the assignee
or assignees designated in such register or, in the case of Registered
Owners, to the Agent. Lease Participation Certificates may be executed and
delivered by the Agent to Registered Owners, if any. Lessee agrees to
execute all documents, including notices of assignment , chattel mortgages or
financing statements that may be reasonably requested by Lessor or any
assignee to protect their interests in the Property and in this Agreement.
Lessee shall not have the right to and shall not assert against any
assignee or Registered Owner any claim, counterclaim or other right Lessee
may have against Lessor.
Section 12. 02 ASSIGNMENT AND SUBLEASING BY LEASING. None of Lessee' s
right, title and interest in, to and under this Agreement and in the
Property may be assigned, subleased or encumbered by Lessee for any reason
except that Lessee may sublease all or part of the Property if Lessee
obtains the prior written consent of Lessor and an opinion of counsel
designated by Lessor that such subleasing will not adversely affect the
exemption of the interest components ❑f the Rental Payments from federal
income taxation. ,Any such sublease of all or part of the Property shall be
subject to this Lease and the rights of Lessor in, to and under this Lease
and the Property.
- 10
PROPERTY LEASE PURCHASE AGREEMENT (CONTINUED)
Section 12. 03 RELEASE AND INDEMNIFICATION COVENANTS. To the extent
allowed by law, Lessee shall indemnify , protect , hold, save and keep Lessor
harmless from and against any and all liability , obligation, loss , claim
and damage whatsoever, regardless of cause thereof, and all expenses in
connection therewith, including without limitation counsel fees and
expenses, penalties and interest arising out of or as the result of the
entering into of this Aqreement, the ownership of any item of Property, the
ordering, acquisition, use, operation, condition, purchase, delivery,
rejection, storage or return of any item of the Property resulting in
a to any person. The
damage to property or injury to or deth indemnification arising under this paragraph shall continue in full force
and effect notwithstanding the full payment of all obligations under this
:agreement or the termination of the Lease Term for any reason.
ARTICLE XIII
4 Section 13. 01 EVENTS OF DEFAULT DEFINED. Any of the following shall
constitute an "Event of Default" under this Agreement :
(a) Failure by Lessee to pay any Rental Payment or other payment
required to be paid at the time specified; or
(b) Failure by Lessee to observe and perform any covenant ,
condition or agreement to be observed or performed, other than as
referred to in suparagraph (a) above, for a period of thirty (30) days
after written notice, specifying such failure and requesting that it
be remedied, is given to Lessee by Lessor,unless Lessor shall agree in
writing to an extension of such time prior to its expiration; provided
that, if the failure stated in the notice cannot be corrected within
the applicable period, Lessor will not unreasonably withhold its
consent to an extension of such time if corrective action is
instituted by Lessee within the applicable period and diligently
pursued until the default is corrected, or
(c) Any statement, representation or warranty made by Lessee in
or pursuant to this Lease or its execution, delivery or performance
are proved to have been false, incorrect , misleading or breached in
any material respect , or
(d) Any event of bankruptcy of Lessee or protracted inability to
Pay its debts as they come due.
Nonappropriation of funds by Lessee for the next ensuing Budget Period
under the provisiops of Section G.OG hereof does not constitute an Event of
Default under Section 13.01 (a) .
PROPERTY LEASE PURCHASE AGREEMENT (CONTINUED)
Section 13. 02 REMEDIES ON DEFAULT . Whenever any Event of Default
exists , Lessor shall have the right at its sole option to take one or any
combination of the following remedial steps:
(a) By written notice to Lessee mailed by registered or
certified mail to Lessee' s notice address listed herein . Lessor may
cancel the Lease and declare its intent to recover possession of the
Property and may declare all Rental Payments and other amounts payable
by Lessee hereunder to the end of the then current Original Term or
Renewal Term to be due; or
(b) With or without terminating this Agreement , Lessor may enter
the premises where the Property is located and retake possession of
the Property or require Lessee at Lessee ' s expense to promptly return
any or all of the Property to the possession of Lessor at such place
within the United States as Lessor shall specify and sell , with or
without notice, on public or private bid, or lease the Property, or ,
for the account of Lessee, sublease the Property, continuing to hold
Lessee liable for the difference between ( i ) the Rental Payments and
other amounts payable by Lessee hereunder to the end of the then
current Original Term or Renewal Term, as the case may be, and ( ii )
the net proceeds of any such sale, leasing or subleasing after
deducting all expenses of Lessor in exercising its remedies under this
Agreement, including without limitation all expenses of taking
possession, storing, reconditioning and selling or leasing the
Property and all brokerage, auctioneers and attorneys ' fees: and
(c) Lessor may take such available actions at law or in equity
as which may appear necessary or desirable to enforce its rights as
the owner of the Property.
Section 13.03 NO REMEDY EXCLUSIVE. No remedy conferred upon or
y•• reserved to Lessor is intended to be exclusive and every remedy shall be
cumulative and shall be in addition to every other remedy given under this
Lease now or hereafter existing at law or in equity. No delay or omission
to exercise any right or power shall be construed to be a waiver thereof,
but any such right or power may be exercised from time to time and as often
as may be deemed expedient. In order to entitle Lessor to exercise any
remedy reserved to it in this Article, it shall not be necessary to give
any notice other than such notice as may be required in this Article.
ARTICLE XIV
Section 14.01 NOTICES. All notices, certificates or other
communications shall be sufficiently given and shall be deemed given when
delivered or mailed by registered mail , postage prepaid, to the parties at
the addresses appearing immediately after the signatures to this Agreement
(or at such other address as either party shall designate in writing to the
other for notices to such party) , to any assignee (other than a Registered
Owner) at its addrqss as it appears on the registration books maintained by
Lessee and to any Registered Owner at its addressas it appears on the
registration books maintained by the Agent .
12
L�
PROPERTY LEASE PURCHASE AGREEMENT (CONTINUED)
Section 14 . 02 BINDING EFFECT. This Agreement shall inure to the
benefit of and shall be binding upon Lessee and Lessor and their respective
successors and assinns .
Section 14 . 03 SEVERABILITY. In the event any provisions of this
Agreement shall be held invalid or unenforceable by any court of competent
,jurisdiction, such holding shall not invalidate or render unenforceable any
other provision.
Section 14 . 04 AMENDMENTS, CHANGES AND MODIFICATIONS . This Agreement
may be amended by Lessor and Lessee; provided that no amendment that
affects the rights of the Registered Owners shall be effective unless it
shall have been consented to by the Registered Owners of a majority, in
princioal amount, of the Lease Participation Certificates, if any , then
outstanding.
Section 14 . 05 EXECUTION IN COUNTERPARTS. This Agreement may be
simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument .
Section 14 .06 APPLICABLE LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State .
Section 14 .07 EXHIBITS . The Exhibits attached to the Agreement are
an integral part of said Agreement and are hereby made a part hereof.
Section 14 .08 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 or sections of this Agreement .
IN WITNESS WHEREOF, Lessee and Lessor have caused this Agreement to be
executed in their names by their duly authorized representatives as of the
date first above written.
LESSEE LESSOR
CITY OF DANI_A, FLORIDA AMPLICON, INC.
BY :L 4 �- T- BY
Mayor - CC9mmissioner
- /�'r'-"�V NAME TODD R. MEYER
BY (/ TITLE: ASSISTANT VICE PRESIDENT
City Manager
SEAL
ATTEST �:/2, �L/ , , yG�L ATTEST
City Clerk
TITLE
Approved as to form and correctness :
ADDRESSD
City Attorney
13 -
PROPERTY LEASE PURCHASE AGREEMENT (CONTINUED)
State of Florida
County of Broward
Be it known, that on this 10 day of play 1989, before me,
the undersigned authority , personally came and appeared Charles K. McEly a
the Mayor - Comm; sionar of the CITY OF DANIA, FLORIDA
know by, or satisfactorily identified to, me to be the person whose genuine
signature is affixed to the foregoing document , who acknowledged that he or
::he signed the above and foregoing document as his or her own free act and
deed as the Mayor-C'nmmissinnor of the City of Gan ; , and for
the uses and purposes therein set forth and apparent.
IN WITNESS WHEREOF, the said appearer has signed these presents and
have hereunto affixed my hand and seal , on the day and date first above
written.
,7
it
Subscribed and sworn to before me this day of
(NOTA'RIAL- `.SEAL)
7 %l I
Notary Public
My commission expires:
211 /1i
14 -
L�
-1
PROPERTY LEASE PURCHASE AGREEMENT (CONTINUED)
State of Florida
County of Brcward
Be it known, that on this gyp_ day of May 19_a_9, before me,
the undersigned authority, personally came and appeared Robert F_ Flatlay .
the Citv Manager of the CITY OF DANIA, FLORIDA
know by , or satisfactorily identified to, me to be the person whose genuine
signature is affixed to the foregoing document , who acknowledged that he or
she signed the above and foregoing document as his or her own free act and
deed as the City Manager of the Citv Of Dania and for
the uses and purposes therein set forth and apparent .
IN WITNESS WHEREOF, the said appearer has signed these presents and
have hereunto affixed my hand and seal , on the day and date first above
written.
i
Subscribed and sworn to before me this day of
(DJOTARIAL• SEAL)
1 - J
Notary Public
My commission expires:
- 14 -
PROPERTY LEASE PURCHASE AfREEMENT (CONTINUED)
State of Florida
County of Broward
Be it known, that on this 10 day of May before me ,
the undersigned authority , personally came and appeared Wanda G Mill likin •
the City Clerk-Auditor of the CITY OF DANIA FLORIDA
know by , or satisfactorily identified to, me to be the person whose genuine
sicnature is affixed to the foregoing document , who acknowledged that he or
,he sinned the above and foregoing document as his or her own free act and
deed as the City cl —k-Auditor of the Citv of Dania and for
the uses and purposes therein set forth and apparent .
IN WITNESS WHEREOF , the said appearer has signed these presents and
have hereunto affixed my hand and seal , on the day and date first above
written.
Subscribed and sworn to before me this day of �� LLr"i 19
r c(NQTARIAL'• SEAL)
C
Notary flublic
My commission, expires:
14 -
PROPERTY LEASE PURCHASE AGREEMENT (CONTINUED)
State of California
County of Orange
The undersigned Notary Public in and for the State and County
aforesaid hereby certifies that on this day executing the foregoing
Agreement was acknowledged before me by Todd R. Meyer, the Assistant Vice
President of Amplicon, Inc. known by me to be the person whose
signature is affixed to the foregoing Agreement .
witness my signature and Notarial Seal this day of
19
(NOTARIAL SEAL)
Notary Public
My commission expires:
w
15 -
EXHIBIT A
LESSEE GENERAL PURPOSE
AND
FEDERAL TAX CERTIFICATE
RE: PROPERTY LEASE PURCHASE AGREEMENT BY AND BETWEEN
CITY OF DANIA, FLORIDA AS LESSEE AND
AMPLICON, INC. , AS LESSOR
I , the undersigned, the duly appointed, qualified and acting
OF Lessee being responsible for the execution and delivery of the above-
captioned Agreement do hereby certify this 10 day of Mav 19gy,
as follows:
( 1 ) At a (regular orl�En,igklx) meeting of the governing body of Lessee
held on Mav 9 1 19 89 , Lessee approved and authorized the
execution and delivery of this Property Lease Purchase Agreement on its
behalf by the following named representatives of
Lessee:
✓
Charles K. McElvea Mavor-Commissioner
NAME TITLE SIGNAsTIJRE
- q
Robert F. Flatlev CityManager /NAME TITLE SI NATURE �—
i �
Wanda G. Mullikin City Clerk
Attest title �cg
who presently and at the time of the authorization ho n reoffice(s)
stated in the title(s) .
The Property will perform and will be used by Lessee only for the
purpose of performing essential governmental uses and public function of
Lessee consistent with the permissible scope of Lessee ' s authority.
Lessee is a political subdivision of the State and this Agreement is
being issued in calendar year 1989 .
There is no litigation of any nature either pending or threatened,
restraining or enjoining the execution of the Agreement nor directly or
indirectly affecting the proceedings and authority by which the Agreement
has been authorized and executed, nor any dispute, controversy or
litigation affecting the validity of or security for the Lease.
_ 15 _
EXHIBIT A (CONTINUED)
(2) The meetinq of the governing body of Lessee at which the
Agreement was approved and authorized to be executed was duly called.
reqularly convened and attended throughout by the requisite majority of the
members. The action approving the Agreement and authorizing its execution
has not been altered or rescinded.
(3) No event or condition that constitutes, or with the giving of
notice or the lapse of time would constitute , an Event of Default (as such
term is defined in the Agreement ) exists at this time .
(4 ) All insurance required in accordance with the Agreement is
currently maintained by Lessee.
(5) Lessee has budgeted and appropriated sufficient funds for the
current budget year to make the Rental Payments scheduled to come due
durinq the Oriqinal Term (as such terms are defined in the Agreement ) and
such funds have not been expended for other purposes .
(6) This Certificate is based on facts and circumstances in existence
as of this date.
(7) Lessee hereby designates the Property Lease Purchase Agreement as
a qualified tax-exempt obligation for purposes of Section. 265(b) (3) of the
Code, as amended.
(a) Including the Agreement herein so designated , Lessee has not
designated more than $10 , 000 , 000 .00 of obligations issued during
calendar year 1988 as qualified tax-exempt obligations.
•. (b) Lessee reasonably anticipates that the total amount of
tax-exempt obligations (other than private activity bonds) to be
issued by Lessee and all subordinate entities of Lessee during
calendar year 1988 will not exceed $10,000 , 000. 00
(8) No portion of the gross proceeds of this Agreement will be used
to make or finance loans to persons other than governmental units or will
be used in any trade or business carried on by any person other than a
governmental unit; and no portion of the principal or interest payments of
this Agreement are directly or indirectly ( i ) secured by any interest in
property used or to be used for a private business or by payments in
respect of such property, or ( ii ) derived or to be derived from payments
(whether or not to Lessee) in respect of property or borrowed money used or
to be used for a private business purpose.
(9) Lessee covenants that it will restrict the use of the proceeds of
the Agreement in such manner and to such extent and take such other actions
as may be necessary so that the Agreement will not constitute obligations
the interest on which is subject to federal income taxation as "arbitrage
bonds" under Sectfons 103(b) (2) and 148 of the Code.
- 17 -
EXHIBIT A (CONTINUED)
( 10) Lessee expects to expend all proceeds hereunder within six (6)
months from the Commencement Date. In the event Lessee invests the
proceeds in nonpurpose obligations with a yield in excess of the yield on
the Agreement and all Proceeds are not expended within six (6) months of
the Commencement Date of the Lease, Lessee agrees to rebate any such excess
yield to the United States pursuant to Section 148(f) of the code.
( 11 ) The weighted average maturity of the Lease, and any Lease
Participation Certificates , if issued, do not exceed the weighted average
of 120% of the remaining useful life of the Property.
( 12) Lessee will execute and file all informational filings required
under the Tax Reform Act of 1986 so as to preserve the exclusion from gross
income of the interest payable under the Agreement to the Recipient thereof
for federal income tax purposes. In the event that Lessee ' s failure or
refusal to execute and file the required information filings results in or
would result in the loss of the tax-exempt qualification of this Agreement
to Lessor or its assigns, Lessor may :
(a) Demand that Lessee either cure the loss by a subsequent
filing; or
(b) Be indemnified by Lessee for the loss occasioned by the loss
of the ability to exclude from gross income the interest payable under
the Agreement for federal income tax purposes; or
(c) Treat the loss of the ability to exclude from gross income
the interest payable under the Agreement for federal income tax
purposes as an Event of Default as defined in this Agreement under
F Article XIII , Section 13.01 (c) to which the remedies under Section
13. 02 and Section 13.03 apply.
( 13) Certification as to Arbitrage. Lessee hereby represents as
follows:
(a) The estimated total costs of the Property will not be less
than the total principal amount of the Rental Payments.
(b) The Property has been ordered or is expected to be ordered
and the Property is expected to be delivered, and Vendor fully paid,
within six months from the date of this Agreement.
(c) Lessee has not created or established, and does not expect
to create or establish, any sinking fund or other similar fund ( i )
that is reasonably expected to be used to pay the Rental Payments, or
( ii ) that may be used solely to prevent a default in the payment of
the Rental Payments.
- 18 -
E`CHIBIT A (CONTINUED)
(d) The Property has not been and is not expected to be sold or
otherwise disposed of by Lessee, either in whole or in major part ,
prior to the last maturity of the Rental Payments .
(e) To the best of Lessee' s knowledge, information and belief,
the above expectations are reasonable.
(f) Lessee has not been notified of any listing or proposed
listing of it by the Internal Revenue Service as an issuer whose
arbitrage certificates may not be relied upon.
It! WITNESS WHEREOF , I hereunto set my hand and the seal of the
governing body of Lessee the day and year first above written.
CITY OF DANIA. FLORIDA
R4 Lessee
By s/� /i�✓�
Mayor Commi:&sioner
By �' !
City Manaqer
Attest:
City Clerk
Approved as to form and correctness :
City Attorney
19 -
00 :VEST 0,1.N IA ? C,i ?LV Q.
.-)ANIi1 F! (-R)F:,
a ,J4
RE : PROPERTY LEASE PURCHASE AGREEMENT BY AND BETUEEN
CITY OF DANIA, FLORIDA AS LESSEE AND
AMPLICON . INC. AS LESSOR.
Gentlemen:
As legal counsel to CITY OF DANIA. FLORIDA ( "Lessee" ) , I have examined
( 1 ) an executed counterpart of a certain Property Lease Agreement,
including the Exhibits attached thereto or forms of Exhibits to be attached
=hereto ( the "Agreement") by and between AMPLICDN, INC . , a California
_--rscration, as Lessor , and Lessee which among other things previces for
_he lease of , sale to and purchase by Lessee of certain property ( the
"Property" ) ; (2) an executed counterpart of the ordinance or resolution of
Lessee whicn among other things authorizes Lessee to execute the Agreement ;
and (3 ) such other opinions, documents and matters of taw as I have deemed
necessary in connection with the following opinions.
Based on the foregoing, I am of the following opinions :
(a) Lessee is a political subdivision, duly organized and existing
under the laws of the State of Florida , and is a state or political
subdivision as such terms are used in Section 103 of tt:e Internal
Revenue Code of 1366, as amended;
(b) Lessee has the requisite power and authority to purchase the
,u Property and to execute and deliver the Agreement and perform its
obligations under the Agreement;
(c) The Agreement and the other documents either attached thereto of
required therein have been duly authorized, approved and executed by
and on behalf of Lessee and the Agreement is a valid and binding
obligation of Lessee enforceable in accordance with its terms;
(d) The authorization, approval and execution of the Agreement and
all other proceedings of Lessee relating to the transactions
contemplated have been performed in accordance with all open meeting
laws, public bidding laws and all other applicable state or federal
laws;
(e) There is no proceeding pending or threatened in any court or
before any governmental authority or arbitration board or tribunal
that , if adversely determined, would adversely affect the transactions
contemplated by the Agreement or the security interest of Lessor or
its assigns, as the case may be, in the Property;
(f) Lessee hps sufficient monies available to make all Lease payments
required to be paid under the Agreement during the current fiscal year
of Lessee and such monies have been properly budgeted and appropriated
for this purpose in accordance with law; and
- 20 -
CXIiI13IT ' B
(a) All Filinas have been made in order to provide Lessor with a
valid and enforceable first lien on and security interest in the
Prccerty .
It is understood and agreed that counsel for Lessor may relay on this
opinion in rendering any opinion as to the exemption from federal income
taxation of the interest component of payments made by Lessee pursuant to
the Aareement , and may attach a copy of this opinion to their opinion.
Respectfully submitted,
CITY OF DANIA
gy: t�
Counsel to Lessee
Frank C. Adler
21 -
J
v T-T7 r
RE: PROPERTY LEASE PURCHASE AGREE ENT BY AND 57=I4EEN
r'T'r'✓ nT: T1_p,IT UT nMT nA c
in h-'ve the _am, ,
_ _
mean - - - n the
above-referenged A�;ree-ent .
A . RENTAL P4VM7747c. The Pental Payments sh211 be in the amount set
forth in the "Rental Payment" column of the Payment Schedule contained in
LhiP E.:hibit. C . Rental Payments shall become due in •.
e_ec•iemce b,n-sj • 1nE on
the Commencement Date and thereafter in sequence for the duration of the
cn the day of each mon}h .
B . PURC-iASE . RTrF SCHEDULE . The Purch,.,se Price at anv particular
F!,311 t.n -ho In the P,irrnn on ❑,-; �o" rnli_n•� n; iFn
P::vment Schedule r-onrained in this Fxhibit C. The Puurcnase _ rice is in
..rn + _ . . .. a11. P.e..Ta Pe.VMentS then. d•'^ ( inc 1 L! 'he Fe .t-•, 1 Oavmenr
sown on the sam? line in the Payment Schedule) .
- .. C , D_ ? 6i.i-.- I - -II-- _ 1. The Favren,t Schedule is as cot f Drth be loan .
Althol!zh a Purchase Price LS Shown for each Payment Number . the Property
-av be 0.11v on the l__-. day of the Or -ine.l Term or Rene::ai
Term , except as described in Subsection 11 . 01 (c) of tt:e g Areement`
Pa :ment .._.. _al Interest Pr_.._ . _= 1 Purchase
Nun.ozr . Pavment_ Portion Portion Price Pri
-
imonthly D9vment is —ven`v-t.w? (72) Consecutive months .
Detail amortization and purchase price schedule to follow at a later
date .
D. ADDITIONAL PAYMENTS . At the end of the seventv-two (72) month
term , one final payment of Le�1 percent ( 10a) of the Leased Property's
orl_Lnal cost . or ? 6, -,C3 0'-all become due . In addition . a two 'erce.n.t
(2S) lease fee , or $ 1 , 227 . 60 shall be due on the Commencement Date.
Finally . a. daily interim chaise of s 30 .69 from the day the Drooe.^ry
accepted by Lessee as indicated on Exhibit E. hereto until the Commencement
Date shall be due on the Commencement Date.
CITY OF DANIA, FLORIDA
BY 1
i•iayor-Comnissiyrr,
BY:
.
Ci y idanager Approved as to for,,n and cerrectnes:.
ATTEST : /r.y!/•" jJ;CGC.I/j't.� �(,..t. (� / .( t._
City Clerc cl i,ttcrnev
--`:urorT n
FROP=RTY LEASE PURCHASE AGREEiENT BY AND BETWEEN
I-`iTY !1C n,^,i.tr ^ C7i1DT 1?
LESSEE . AND
— -- AS LESSOR
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item : - serial numbers rp he reflecied beside eact:
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SYSTEM 25
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1 MUSIC ON HOLD INTERFACE
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1 ACVA?ICED ADMINISTRATION SOFTWARE
A.TC:T PERSONAL COMPUTER
PC SOFTWARE
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1 PAGE AMPLIFIER
1 INTERFACE TO SYSTEM 25 TELEPHONE SYSTEM
The Propert;, is to be located at:
100 ;Jest- Beach a^I: lw.ard panic . Florida ??OOt,
CITY OF DANIA, FLORIDA
'waYo'" 'o^missione
B Y : —w�
CiL_ idanacer
Approved as to forte ATTEST: and cornectaes
%�C...ii/ // i>>
Cit. •lttor:ev
E,XH1^TT
LEASE ACCEPTANCE CERTIFICATE
LESSOR : Ah1PLICON , INC .
4020 E . FTRST STREET . SUITE 40l
SANTA ANA, CA 92-1105
RE PROPERTY LEASE PURCHASE AGZEEi,IEPJT BY AND BETWEEN
WEEN
CITY OF DANIA . FLORIDA AS LESSEE , AND
AMPLICON . INC . AS LESSOR
:n acco-cance with the above-referenced Property Lease Purchase
;cement ( the "Agreement" ) , the uncersignec Lessee hereby certifies and
-ents to , and agrees with AM1PLICC^J , TNC. ( "Les=or" ) as follows :
1 . The Precerty , as sucn term is defined in the Agreement , has been
delivered, installed and accepted on the date inoicated below;
2. Lessee has conducted such inspection and/or , testing of the
Property as it deems necessary and acorepriate and hereby acknowledges
that it accepts the Property for all purposes ;
C . Lessee is currently maintaining the insurance coverage required
by Section 8 . 03 or the Agreement ; ano
c... 4 . No event or condition that constitutes , or with notice or lapse
of time, or both, would constitute an Event of Default '(as such term
is defined in the Agreement ) exists at this time .
CITY OF DANIA . FLORIDA
Lessee
CITY OFF DANIA, FLORIDA
BY
May r-Cc.mmiss ^er
BY -
C.1 tV Manager Acprroved .:s to for: ant cer_ectnes
ATTEST . J"L:, Z',, C%/L�L�I (y CCiCC
Cit- C1er:: C1.t „t