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1995-37 Lease Agmt for Fire Truck Financing RESOLUTION NO. 95 - 37 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF PARKLAND, FLORIDA AUTHORIZING THE CITY OF PARKLAND TO ENTER INTO A LEASE PURCHASE AGREEMENT WITH RIVERSIDE NATIONAL BANK IN THE AMOUNT OF $145,672.00 FOR THE PURCHASE OF A FIRE TRUCK WHEREAS, the City of Parkland, Florida has determined that it is in the best interest to enter into a lease purchase agreement with Riverside National Bank, in the amount of $145,672.00, to finance the purchase of afire truck; WHEREAS, the City Commission has received bids from three entities for such financing and has determined that it would be in the best interest of the City to enter into a set agreement with Riverside National Bank, Stuart, Florida; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF PARKLAND, FLORIDA, AS FOLLOWS: Section 1. The City of Parkland hereby authorizes the City Manager or the Mayor of the City of Parkland to execute the attached lease purchase agreement between the City of Parkland and Riverside National Bank to finance the purchase of a fire truck. The City Manager and the appropriate City officials are authorized to do all things necessary to consummate said transaction as contemplated in the agreement. PASSED AND ADOPTED THIS 2nd DAY OF AUGUST , 1995. 4dPA~~ SUSAN ARMSTRONG, C.M.C. CITY CLERK LEASE AGREEMENT This Lease Agreement is entered into as of this ~ day of ~ 1995 (hereinafter referred to as "Agreement") by and between Rivenide National Bank of Florida (Hereinafter rMerred to as "Lessor") and_ CITY OF PARKLAND . a governmental entity and political subdivision of the State of Florida (Hereinafter referred to as "Lessee"), WITNE SSETH: In consideration of the mutual covenants and conditions hereinafter set forth, the parties agree as follows: 1. TERM AND PAYMENTS: ACCEPTANCE OF PROPERTY: Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, the property parts, substitutions, proceeds, increases, additions, accessions, repairs and accessories incorporated therein or affixed thereto, (hereinafter referred to as the "Property") for the amounts to be paid in the installments and on the dates set forth on each Exhibit B hereto. The term of the lease hereunder as to the Property shall commence on the Lease Commencement Date set out on each Exhibit C hereto and shall con~ue for the Lease Term set out on each Exhibit B hereto (the "Term"), unless earlier terminated as provided herein. Each set of exhibits shall constitute a separate scheduling of equipment and shall have their own commencement date, term and amortization schedule. Lessee agrees to make payments hereunder to Lessor, or its successors or assigns, as directed ther~by, at such place as LesS9r, or its success.Qr.~.lIDd ~igns, may from time to time hereafter designate in writing; PROVIDED, HOWEVER, THAT NErmER THE LESSEE, OR ANY POLmCAL SUBDIVISION THEREOF SHALL BE OBLIGATED TO PAY ANY SUMS DUE TO LESSOR HEREUNDER FROM AD VALOREM TAXES. The rental payments hereunder shall be absolute and unconditional without abatement, set-off or counterclaim. The Property identified in each Exhibit A shall be purchased from such vendors as are selected by Lessee; provided, however that upon execution hereof Lessee shall thereby represent and warrant the Lessor that Lessee has executed a binding obligation to purchase the Property. Such Property shall be delivered,to the Lessee with title to be made in the name of and delivered to the Lessee free and clear of all liens and encumbrances or interests of any party therein except the interest of the Lessee and Lessor hereunder. The Lessee shall at all times keep the property free of any liens or encumbrances. Lessor shall not pay any moneys to the vendor or the Lessee for payment to the vendor until Lessee certifies to the Lessor that Lessee has accepted the Property hereunder, which certification shall be substantially in the form of Exhibit C hereto, which exhibit is incorporated herein by reference. TITLE TO THE PROPERTY SHALL BE VESTED IN THE LESSEE UPON LESSEE'S ACCEPTANCE OF THE PROPERTY, 2. TAXES, OTHER GOVERNMENTAL CHARGES AND UTILITY CHARGES: Lessee and Lessor contemplate that the property will be used for a governmental purpose of Lessee and , therefore, that the Property will be exempt from all taxes presently assessed and levied with respect to personal property. In the event that the use, possession or acquisition of the equipment is found to be subject to taxation in any form (except for income taxes of Lessor), Lessee will pay, as the same respectively come due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Property and any equipment or other property acquired by modification, improvement or addition to the property, as well as all gas, water, steam, electricity, heat, power, telephone, use, occupancy and upkeep of the Equipment; provided that, with respect to any governmental charges that may lawfully be assessed, Lessee shall be obligated to pay only such charges as have been assessed during the time this Agreement is in effect. 3, LESSEE'S COVENANTS AND REPRESENTATIONS: Lessee covenants and represents as follows: (a) Lessee is a governmental entity of the State of Florida, and has the full power and authority to enter into this Agreement and has taken all appropriate steps to authorize the acquisition of the Property pursuant to this Agreement and upon execution hereof by Lessee this Agreement shall constitute a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms. (b) All payments hereunder have been, and will be duly authorized and paid when due, except as provided in Paragraph 11, out of funds then on hand and legally available for such purpose. Lessee will, to the extent permitted by State law and other terms and conditions of this Agreement, include in its budget request for each successive fiscal period during the Term of this Agreement a sufficient amount to permit Lessee to discharge all its obligations hereunder and Lessee has budgeted and made available for the current fiscal period sufficient funds to comply with its obligations hereunder. (c) There are no pending or threatened lawsuits or administrative or other proceedings contesting the authority for, authorization or performance of, or the expenditure of funds pursuant to this Agreement. (d) Information supplied and statements made by Lessee to Lessor in a any financial statement or current budget prior to or contemporaneously with this Agreement are true and correct. (e) Lessee has an immediate need for, and expects to make immediate use of, substantially all the Property, which need is not temporary or expected to diminish in the foreseeable future, and Lessee will not give priority or parity in the appropriation of funds to the acquisition or use of any substitute property for purposes or functions similar to the Property's or for the procurement of services from a third party which services are substitute for the utilization of the property by the Lessee. (f) There are no circumstances presently affecting the lessee that could reasonably by expected to alter its foreseeable need for the property or adversely affect its ability or willingness to budget funds for the payment of sums due hereunder. (g) Lessee's right to tenninate this Agreement as specified in Paragraph 11 hereof was not an independently bargained for consideration, but was concluded solely for purpose of complying with the requirements of the laws of the State in which Lessee is located. (h) Lessee has on hand and legally available funds from resources other than ad valorem taxes -sufficient to make all payments due under this Agreement during the current fiscal year of Lessee. (I) The Lessee has reviewed its projected revenues and its expenses and reasonably expects that it shall have on hand and legally available funds from sources other than ad valorem taxes sufficient so to timely make all payments as they become due under this Agreement during the Term thereof. (j) Lessee shall make appropriations for payments for each fiscal period or periods only from sources of funds which are legally available to make payments under this Agreement, and from sources of funds other than ad valorem taxes. 4. USE AND LICENSES: Lessee shall pay and discharge all operating expenses and shall cause the Property to be operated by competent persons. Only Lessee shall use the Property only for its proper purpose and will not install, use, operate or maintain the Property improperly carelessly, or in violation of any applicable law, ordinance, rule or regulation of governmental authority or in violation of any policy or insurance required pursuant to Paragraph 8 hereof, or in a manner contrary to the nature of the Property or the use contemplated by its manufacturer. Lessee shall keep the Property at the location stated on the Certificate of Acceptance executed by lessee upon delivery of the Property, until Lessor, in writing, pennits its removal, and the Property shall be used solely in the conduct of the Lessee's operations. Lessee shall obtain, at its expense, all registrations, pennits, and licenses, if any, required by law for the installation and operation of the Property. If a certificate of title is issuable with respect to the Property, it shall be delivered to the Lessee showing title to be in the Lessee. S. MAINTENANCE: Lessor shall not be obligated to make any repairs or replacements to the Property. At its own expense, Lessee shall service, repair and maintain the Property in as good condition, repair, appearance and working order as when delivered to Lessee hereunder, ordinary wear and tear from proper use alone excepted, and sba1l replace any and all parts thereof which may from time to time become worn out, lost, stolen, destroyed or damaged beyond repair or rendered unfit for intended use, for any reason whatsoever, all of which replacements shall be free and clear of all liens, encumbrances and, claims of others, and shall become part of this Property and subject to this Agreement Lessor may at its option, discharge such costs, expenses and insurance premiums necessary for the repair, maintenance, and preservation of the Property and all sums so expended shall be due from Lessee in addition to rental payments hereunder. 6. ALTERATIONS: (a) Lessee may, at its own expense, install or replace in or on, or attach or affix to, the Property, such equipment or accessories as may be necessary or convenient to use the property for its intended purposes provided that such equipment or accessories do not impair the value or utility of the Property. In the event that Lessee voluntarily relinquishes possession of the Property to the Lessor in accordance with the terms hereof, all such equipment or accessories shall be removed by Lessee (and any damage to the Property resulting from such removal, repaired at Lessee's expense.) Any such equipment or accessories not removed shall become the Property of Lessor. b) Without the written consent of Lessor. Lessee shall not make any other alterations. modifications or improvements hereunder. Any other alterations. modifications or improvements to the Property sball immediately become part of the Property, subject to the provisions hereof. Without the prior written consent of Lessor. Lessee shall not affix or attach any of the property to any real property or allow it to permanently rest upon any real property or any improvement thereon, 7, DAMAGE TO OR DESTRUCTION OF PROPERTY: Lessee shall bear the entire risk of loss. damage. theft, or destruction of the Property from any and eveI}' cause whatsoever and no loss. damage, theft, or destruction of the Property from any and every cause whatsoever and no loss. damage, destruction or other event shall release Lessee from the obligation to pay the full amount of the rental payments or from any other obligation under this Agreement. (a) In the event that all or any part of the property is lost, stolen, destroyed or damaged beyond repair. Lessee shall replace the same with like Property in good repair or like value at Lessee's sole cost and expense as soon thereafter as possible, but in no event later than 60 days after such occurrence. and any such replacement shall become subject to this agreement. Insurance proceeds received by Lessor with respect to any such casualty shall be paid to Lessee if such property is replaced by Lessee as required hereunder, 8. INSURANCE: Lessee shall, for the term of this Agreement, at its own expense, maintain comprehensive liability insurance with respect to the Property insuring against such risks and in such amounts as are customary of lessees of property of a character similar to the property. In addition, Lessee shall, for the term of this Agreement. at its own expense. maintain casualty insurance with respect to the Property,insuring customary risks with coverage at all times not less than the remaining Principal Balance determined as of the end of Lessee'spJ'l"N"Lling fiscal year. All insurance policies shall be with insurers authorized to do business in the state where the Property is located and shall name both Lessor and Lessee as insured as their respective interest may appear. Insurance proceeds from casualty losses shall be applied to either (a) the replacement, repair or restoration of the Property or. (b) payment of Balance Due Lessor (as defined hereafter). Lessee shall. upon request, deliver to Lessor evidence of the required coverage's together with premium receipts covering employees working on, in or about the Property. In the event Lessee fails, for any reason, to comply with the requirement of this Paragraph, Lessee shall indemnify and save harmless, and, at Lessee's sole expense, defend Lessor and its agents, employees, officers and directors and the Property against all risk of loss not covered by insurance, 9, INDEMNIFICATION: Subject to the recovel}' limits. as set forth in Chapter 768. Florida Statutes, and as provided by law. Lessee shall indemnify and save harmless Lessor and its agents, employees, officers. and directors from and at Lessee's expense defend Lessor and its agents, employees, officers and directors against all liability, obligations, loss. damages. penalties. claims. actions, costs and expenses (including but not limited to reasonable Attorney's fees) of whatsoever kind or nature which in any relate to or arise out of Lessee's obligation in this Agreement or the ownership. rental. possession, operation, condition, sale or return of the Property. All amounts which become due from Lessee under this Paragraph 9 shall be credited with any amounts received by the Lessor from insurance provided by the Lessee and shall be payable by the Lessee within thirty (30) days following demand therefor by Lessor and Lessee's obligations under this Paragraph 9 shaJl survive the tennination or expiration of this agreement 10. NO REPRESENTATION OR WARRANTIES BY LESSOR: The Lessee acknowledges that Lessee has selected the Equipment leased hereunder prior to having requested the Lessor the purchase the same for leasing to the Lessee, and Lessee agrees that the Lessor has made and makes no representations or wamnties of any kind or nature, directly or indirectly. express or implied as to any matter whatsoever. including the suitability of such Equipment, its durability, its fitness for any particular purpose, its merchantability, its condition, capacity and/or its quality. and as between Lessee and Lessor's assignees, Lessee leases tbe Equipment "as is" and "witb all faults" as between lessor and lessee. Lessor and Lessor's assignee sball be liable to Lessee for any loss, damage, or expense of any kind or nature caused directly or indirectly by any adjustment thereto, or by an intemaption of service or loa of use tbereof, or for any loss of business or damagewbatsoever or, for consequential or any Incidental damages bowsoever caused. Lessor makes no reiJresentation or warranty express or implied as to tbe equipment, its fitness for any particular purpose, its mercbantability or any otber matter, notsball any sucb representation of warranty by tbe Seller to tbe Lessee be binding on the Lessor not sball any sucb breacb reUeve Lessee of or in any way reduce any of the Lessee's obligations to Lessor as set fortb herein. This disclaimer of representations and warranties and limitations of liability shall apply with equal force and effect to any claims of any third party against Lessor or Lessor's assignee. If the Equipment is not properly installed, does not operate as represented or warranted by Seller or is unsatisfactory for any reason. Lessee shall make any claim or account thereof solely against the Seller and shall nevertheless pay Lessor all rent payable under this lease. Lessor hereby assigns to Lessee, solely for the purpose of making and prosecuting any such claim, any rights it may have against the Seller for breach of warranty or representation respecting the Equipment. Lessee understands and agrees that neither the Seller nor any agent of the Seller is an agent of Lessor and that neither the Seller nor its agent is authorized to waive or alter any tenn or condition of this lease, 11. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS: Lessee is a bona fide governmental entity of the State of Florida with Lessee's fiscal year ending on September 30 of each calendar year. If Lessee does not appropriate sufficient funds to continue making the payments required under this Agreement for any of Lessee's fiscal years subsequent to the one in which the Agreement is executed and interest into, then this Agreement shall be terminated effective upon expiration of the fiscal year in which sufficient funds to continue satisfaction of Lessee's obligation under this Agreement were last appropriated by Lessee and Lessee shall not, in this sole ~ent, be obligated to make any further rental payments due beyond said fiscal year. Lessee warrants that the necessary funds have been appropriated for all of the property for Lessee's fiscal year during which the execution by Lessee of this Agreement occurred. Lessee shall give Lessor immediate notice of Lessee's intent to terminate this lease under this section 11 which notice shall contain the termination date, (which shall be the end of the last of Lessee's fiscal year for which appropriation for the Property were made) and shall advise the Lessor of the location or locations where the Equipment may be found on the Termination Date. In the event of an early termination of this Agreement under this section. all obligations of the Lessee to make rental payments which would otherwise be due hereunder after the termination date shall cease and the Termination Date shall cease and the Termination procedure (see section 13 hereof entitle "Termination") shall apply to the Property as to which this Agreement is terminated, In the event that the Lessee voluntarily relinquishes possession of the Property to Lessor, Lessor shall pick up the Property, as Lessee's expense, at the location or locations designated by the Lessee and the Lessee agrees to permit Lessor access to the Property and to cooperate with lessor in the removal of the Property in accordance with and subject to the limitations set forth in Section 13 hereof, However, Lessee agrees: (i) not to terminate this Agreement under this Section 11 if any funds are appropriated to it for the fiscal year next succeeding the fiscal year of termination, for either .(a) the acquisition (by purchase or lease) of other functionally similar equipment or (b) the procurement df~t\-om a thir~ which services are functionally similar to the utilization of the Property by the Lessee, and (ii) to exgf. " . . include in the Lessee's proposed budget appropriation the total of payments due under this Agreement. :::., ~. ~~ *similar eq ui pment '. . .'.~. .' 12. DEFAULT AND LESSOR'S REMEDIES: ..... . .... . (a) The occurrence of one or more of the following events shall constitute an Event ot:'Qda . .:.: ': . ' :: whether occurring voluntarily or involuntarily, by operation of law pursuant to any order of anY' i:Q~': br: :: :. : :: : III governmental agency. . . ..... 1) Lessee's failure to make any payment hereunder when due, except as set forth in Paragraph 11; (2) Lessee's failure to comply with any other covenant condition or agreement of Lessee hereunder for a period often (10) days after notice in writing thereof; (3) Any representation or warranty made by Lessee hereunder shall be untrue in any material respect as of the date made; (4) Lessee becomes insolvent or admits in writing its inability to pay its debts as they mature or applies for, consents to, or acquiesces in the appointment of a trustee, receiver or a custodian is appointed for Lessee or a substantial part of its Property and is not discharged within sixty (60) days; or any bankruptcy or insolvent law, or any dissolution or liquidation proceeding, is instituted by or against Lessee and. if instituted against Lessee is consented to or acquiesced in by Lessee or is not dismissed within sixty (60) days. (b) Upon the occurrence of any Event of Default specified herein Lessor may in its sole discretion exercise any or all of the following remedies: (1) Enforce this Agreement by appropriate action to collect from general revenues of Lessee not arising from ad valorem taxation and which are otherwise legally available therefor amounts due or to become due hereunder, by acceleration or otherwise. (2) Tenninate this Agreement, in which event, upon demand by Lessor the following procedure (the "remedy procedures") shall apply: (a) LESSEE RIOIn' OF DISPOSmON. Lessee shall (i) immediately cease any use of the Property and cause the Property to be stored in an appropriate place, (ii) dispose of the Property within sixty (60) days from receipt of such written demand for an amount which shall approximate the equipment's "Fair Market Value" (as defined hereafter) as determined by a qualified appraiser. The proceeds from the sale of the equipment shall be forwarded directly to Lessor and applied to Balance Due Lessor. If the proceeds are less than the Balance Due Lessor, the Lessee shall pay the deficiency to Lessor. If the proceeds exceed Balance due Lessor, Lessee shall keep the overage. (b) DELIVERY TO LESSOR: If Lessor fails or refuses to dispose of the Property within that sixty (60) day period, the Lessee shall, at its expense, cause possession of the Property together with all documents necessaJy to transfer legal and beneficial title thereto and possession thereof to Lessor and to evidence the termination of all of Lessee's interest in the Property to be delivered at Lessor's direction consistent with the terms hereof. Lessor may then dispose of Property and the proceeds from the sale of the Property shall be applied to the Balance Due Lessor, If the proceeds are less than the Balance Due Lessor, the Lessee shaII pay the deficiency to Lessor. The tenn "Balance Due Lessor" shall mean the sum of all payments remaining due for the entire tenn of this Agreement. (c) Notwithstanding a return of the Property to the Lessor hereunder, Lessee shall remain liable to Lessor for any damages caused Lessor as a result of any breach of the provisions of this Agreement relating to ~tter other ~ ,I'~nt payments; provided however, that Lessor may recover any such amounts only from general revenues of Lessee which does not arise from ad valorem taxes and are otheIWise legally available therefor, to the extent available. 13. TERMINATION PROCEDURE: Lessee shaII, upon any termination hereof pursuant to Paragraph 11 hereof. or if Lessee is voluntarily relinquishing the Property to LessOr, deliver the Property to Lessor unencumbered and in at least as good condition and repair as when delivered to Lessee, ordinary wear and tear resulting from proper use alone excepted, by loading the Property, at Lessee's sole expense, on such carrier, or delivering the Property to such location, as Lessor shall provide or designate at or within a reasonable distance trom the general location of the Property. If Lessee fails to deliver the Property to Lessor, as provided in this Paragraph 13, on or before the date of termination of this Agreement, Lessee shaII pay to Lessor upon demand, for the period from the date of termination of this Agreement to the date Lessor either obtains possession of the Property or collects the Balance Due Lessor, interest on the Balance Due Lessor in accordance with Paragraph 19 hereof. In the event Lessor is entitled under the provisions of this lease to obtain possession of the Property due to a voluntary relinquishment thereof by Lessee, Lessee agree to (i) fully cooperate with Lessor in all respects in effecting a timely and orderly redelivery of the Property to Lessor; (ii) at Lessee's expense to assemble and appropriately package the Property for shipment and to make the Property so assembled and packaged available at one or more locations within the State of Florida, arranging with Lessor a convenient time for Lessor's pick up of that Property; (ill) execute and deliver to Lessor, or at Lessor's directions, all docwnents necessary to transfer legal and beneficial title to the Property and possession thereof to Lessor and to evidence the termination of all of Lessee's interest in the Property. 14. ASSIGNMENT AND SUBLEASE: (a) Without the prior written consent of Lessor, Lessee shall not (i) assign, transfer, pledge or hypothecate or otheIWise dispose of this Agreement, the Property, or any part thereof or interest therein, (ii) sublet the Property or any part thereof. or (ill) permit the Property to be used for any purpose not permitted by Paragraph 4 hereof. (b) Lessor shall be entitled with or without notice to, or the consent of. Lessee to sell, assign or transfer all or any part of its right, title or interest in, to and under this Agreement (including, without limitation, those with respect to the property and all payments of any kind due or which are to become due to Lessor hereunder) and any such purchaser(s), assignee(s) or transferee(s) shall thereafter (jointly, if more than one) be deemed to be the lessor hereunder, except th4lt Lessor and Lessee agree and acknowledge that any such purchaser(s), assignee(s), or transferee(s) will have made no representation or warranty, and therefore will assume no obligation, with respect to the title, merchantability, condition, quality or fitness of the Property for any particular purpose, or for the enforcement of any warranties or service agreement made or assigned to Lessee by the initial Lessor named herein. Upon Lessee's receipt of written notice of Lessor's sale, assignment or transfer of all or any part of its interest hereunder, Lessee agrees to attorn to and recognize any such purchaser(s), assignee(s), or transferee(s), (jointly if more than one) as the Lessor(s) under this Agreement. Upon assignment, Lessor is thereby relieved of any further obligations. Upon written request Lessee agrees to executed and deliver such certificate or other instruments as may reasonably be requested, including, but not limited to, a separate acknowledgment of assignment and attornment certificate in the custorruuy fonn as to any purchaser's, assignee's or transferee's right, title and interest in, to and under this agreement, and with respect to the Property and the payments thereafter due and payable pursuant to this Agreement. 15. PERSONAL PROPERTY: The Property is and shall at all times by and remain personal Property, as described in Paragraph 6 (b). 16. LESSOR'S RIGHT TO PERFORM FOR LESSEE: If Lessee fails to make any payment or perform or comply with any or its covenants or obligations hereunder, Lessor may, but shall not be required to, make such payment or perform or comply with such covenants and obligations on behalf of Lessee and the amount of nay such payment and the expenses (including but not limited to reasonably attorney's fees) incurred by Lessor in performing or complying with such covenants and obligations, as the case may be, together with interest thereon at the highest rate permitted by applicable law, shall be payable by Lessee upon demand. 17. INTERESTONDEFAULT: If Lessee fails to pay any payment due under this Agreement, whether payments of rent under Paragraph I, payment of taxes under Paragraph 2; or payment for performance by Lessor of Lessee's obligations, under Paragraph 16 or otherwise, within fifteen days after the due date thereof, Lessee agrees to pay Lessor interest on such delinquent payments from the date due until actually received in immediately available funds to Lessor at the highest lawful rate permitted by applicable law. 18. NOTICES: Any notices to be given or to be served upon any party hereto, in connection with this Agreement. must be in writing and may be given by certified or registered mail, and shall be deemed to have been given and received forty-eight (48) hours after a registered or certified letter containing such notice, postage prepaid, is deposited in the United States Mail, and if given otherwise shall be deemed to have been given when delivered to and received by the party to whom it is addressed. Such notice shall be given to the panies at their respective addressees) designated on the signature page of this Agreement or at such other address as either party may hereafter designate in writing. 19. MISCELLANEOUS: (a) Lessee shall, whenever requested, advise Lessor of the exact location and condition of the Property and shall give Lessor immediate notice of any attachment or other judicial process affecting the Property. Lessor may, for the purpose of inspection, at all reasonable times enter upon any job, building or place where the Property and the books and records of the Lessee with respect hereto are located. (b) Time is of the Essence. No covenant or obligations hereunder to be performed by Lessee may be waived except by the written consent of Lessor and waiver of any such covenant or obligation or a forbearance to invoke any remedy on any occasion shall not constitute a waiver of such covenant or obligation or any other covenant or obligation as to any other occasion and shall not preclude Lessor from invoking such remedy at any later time prior to the Lessee's cure of the condition, giving rise to such remedy, Lessor's rights hereunder are cumulative and not alternative. (c) This Agreement shall be construed and governed in accordance with the laws of the State in which Lessee is located. Should the Lessee be located in Florida both Lessor and Lessee hereby agree venue for all legal action regarding this Agreement shall be in St. Lucie County, Florida. (d) This Agreement Constitutes the entire agreement between the parties and shall not be modified, waived, discharged, terminated, amended, altered or changed in any respect except by a written document signed by both Lessor and Lessee. (e) Any term or provision of this Agreement found to be prohibited by law or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without, to the extent reasonably possible, invalidating the remainder of this Agreement. (f) The Lessor hereunder shall have the right at any time or times, by notice to Lessee to designate or appoint any person or entity to act as agent or trustee of Lessor for any purposes hereunder. (g) All transportation, drayage, rigging, transit insurance premiums and other charges payable for delivery of the equipment to and from the premises of Lessee, and all installation, connect, disconnect and packing charges, shall be paid by Lessee, Lessee will immediately notify Lessor of any change occurring in or to the Property or any change in Lessee's address, or in any act or circumstance warranted or represented by Lessee to Lessor, or if any Event of Default occurs. (h) Use of the neuter gender herein is for purposes of convenience only and shall be deemed to mean and include the masculine or feminine gender whenever and wherever appropriate. (i) The captions set forth herein are for convenience of references only and shall not define or limit any of the terms or provisions hereof. (j) Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns, where permitted by this Agreement. (k) It is the intent of both parties that this lease shall constitute a finance lease as pursuant to chapter 680 of the Uniform Commercial Code. -..,~, (I) The Statute of Limitation for any claim arising under this lease shall be one year from the date said claim accrues. 20. LATE CHARGES: Whenever any payment is not made by Lessee in full within thirty (30) days of the date due, Lessee agrees to pay to Lessor, not later than one month thereafter, an amount equal to S% of the full scheduled payment but only to the extent allowed by law. Such amount shall be payable in addition to all amounts payable by Lessee as a result of exercise of any of the remedies herein provided. 21. COMMERCIAL PURPOSES: Lessee and Lessor agree that it is the intention of both parties that the equipment be used for Governmental purposes only and Lessee represents and warrants that the Equipment is hereby leased solely for governmental use. 22. ATTORNEY'S FEES: In the event either party breaches the terms of this Lease, the non-breaching party shall recover from the breaching party all costs and expenses incurred as a result of said breach, including without limitation, reasonable attorney's fees, including fees incurred at the trial or appellate levels. IN WITNESS WHEREOF, ~arties have executed the Agreement as of the .1/ dayof aJ~ .1995. LESSEE: CITY OF PARKLAND ATIEST: - ~ANARM= "riRK P. Taylor Municipal Leasing Officer 989 South Federal'Highway Stuart. Florida 34994 HARRY J. APPROVED AS FORM AND CORRE~~ ~ ATTORNEY ~o ~ CiTY VERSIDE NATIONAL BANK ANDREW S. MAURODIS Bv: Am JtI/tA.JJ Steven M. Strickland Vice President 989 South Federal Highway Stuart, Florida 34994 EXHIBIT "A" TO LEASE AGREEMENT EQUIPMENT DESCRIPTION OUANTITY DESCRIPTION 1 PIERCE MANUFACTURING FIRE ENGINE W/1250 GPM PUMP, DIESEL ENGINE AUTOMATIC TRANSMISSION, 1000 GALLON WATER TANK, HOSES,NOZZLES, GENERATORS LIGHTS, TOP MOUNTED PUMP OPERATIONS PANEL, LADDERS. -----------------------______EXBI>>II_~>>~_______________________________________ CITY OF PARKLAND 08-09-1995 Pg 1 Compounding period...: Annual ----------------------------------------~-------------------------------------- Nominal annual rate..: Effective annual rate: periodic rate........: Equivalent daily rate: 5.719 % 5.719 % 5.7190 % 0.01589 % CASH FLOW DATA Event Amount -------------------------------------------------------------------------------- # Period End-date Date -------------------------------------------------------------------------------- 1 Loan 2 Payment 08-18-95 08-18'-95 145,672.00 24,437.35 1 7 Annual 08-18-01 AMORTIZATION SCHEDULE - Normal amortization, 360 day Pmt Date Payment Interest Principal Loan 08-18-1995 1 08-18-1995 1995 totals 24,437.35 24,437.35 0.00 0.00 2 08-18-1996 1996 totals 24,437.35 24,437.35 6,933.41 6,933.41 3 08-18-1997 1997 totals 24,437.35 24,437.35 5,932.36 5,932.36 4 08-18-1998 1998 totals 24,437.35 24,437.35 4,874.06 4,874.06 5 08-18-1999 1999 totals 24,437.35 24,437.35 3,755.23 3,755.23 6 08-18-2000 2000 totals 24,437.35 24,437.35 2,572.42 2,572.42 7 08-18-2001 2001 totals 24,437.35 24,437.35 1,321.97 1,321.97 Grand totals 171,061.45 25,389.45 Balance 24,437.35 24,437.35 145,672.00 121,234.65 17,503.94 17,503.94 103,730.71 18,504.99 18,504.99 85,225.72 19,563.29 19,563.29 65,662.43 20,682.12 20,682.12 44,980.31 21,864.93 21,864.93 23,115.38 23,115.38 23,115.38 0.00 145,672.00 EXHIBIT C , MUNICIPAL LEASE AGREEMENT CERTIFICATE OF ACCEPTANCE TO (LEASE OR LEASE PURCHA~) AGREEMENT NO. DATED: AI1~W;'( /1; Iqq~ BETWEEN RIVERSIDE NATIONAL BANK (LESSOR) AND CITY OF PARKLAND (LESSEE) ~ To: Gentlemen: Lessee hereby certifies to you ("Lessor") that the items of Equipment which are described in the attached Scheduled "An have been .eJi.,eWd/tlJAhe Lessee and that such Equipment b8J ~Ji.Anspected. received, and *** accepted by the Lessee. The Lessee is delivering this Certificate of Acceptance to Lessor pursuant to that certain Lease Agreement referenced above. Lessee understands that Lessor is relying upon this receipt as a condition for making payment for the Equipment. " It"'\ *** have been ordered by the Lessee with anticipated ~~ LESSEE: CITY OF PARKLAND deli very in January. 1996; andthat such E'q'tiipment ATTEST: will be inspected.... BY: .5.......---. ~t~ By: , . SUSAN ARMSTRONG, CI CLERK Date of Acceptance: I Lease Commencement Date: ~11'1lq'5 Lease Term: '7 ~~ ' . Equipment Location: n "811 ~~ c,-f l1erce. HA}/().FAcruhnd. . . . . . . . . ' ....... ........ .................. I . . .. ...... .:.:.:.:.:........ INCUMBENCY CERTIFICATE I, SUSAN ARMSTRONG hereby, certify that I am the duly elected or appointed and acting SecretaIy/Clerk of the CITY OF PARKLAND a political subdivision or agency 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 tespec:tive names. I further certify that (i) the signatures set opposite their respective names and titles are true and authentic signatures and (ii) such officers have the authority on pehalf of such entity to enter into that certain Equipment LeaselPurchase Agreement dated /JUG-US') /1 I~between such entity and RIVERSIt!E. . . . . . . . NATIONAL BANK . ~ l'"' :::;.4:-: .' ?:::: NAME TITLE ~GN .:.~;! .'. J/',LJ HARRY], MERTZ CITY MANAGER . . . . . . . . . this IN WITNESS WHEREOF, I have da;executed this certifica~e d affixed the seal of such entity hereto t:tll dayof _A.L.r. 199.( M " .6 f' . SE&mARY~~ (SEAL) OPINION OF LESSEE COUNSEL I am counsel for the Lessee in connection with this Lease transaction. Having reviewed the lease documents, it is my opinion that: ! 1. The Lessee is a duly constituted political subdivision of the State of Florida and is authorized by the Constitution and laws of the State of Florida to enter into the transaction contemplated by the Lease, and to carry out its obligations thereunder. 2. The Lease has been duly approved, authorized, executed and delivered by the Lessee and constitutes a valid, legal and binding obligation of the Lessee enforceable in accordance with its terms. 3. There are no action, suits or proceedings pending or, to the knowledge of the Lessee, threatened against or affecting the Lessee in any court or before any governmental commission, board adverse effect on the ability of the Lessee to perfonn its obligation under the Lease, Very truly yours, ~:~ ~ Anna Taylor MUNICIPAL FUNDING 989 S. FEDERAL HIGHWAY STUART. FLORIDA 34994 (407) 287-7600 FAX (407) 287.9890