Lease-Purchase Agreement
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LEASE-PURCHASE AGREEMENT BETWEEN MARQUETTE LEASE
SERVICES, INC., AS LESSOR, AND THE CITY OF
MIAMI BEACH, AS LESSEE
THIS
LEASE-PURCHASE
1984,
dated
of
AGREEMENT,
as
by
and
between
(the
"Lease"),
November 15
,
MARQUETTE LEASE SERVICES, INC., a corporation duly organized and
existing under the laws of the State of Minnesota, as lessor
("Lessor"), whose address is Sixth and Marquette, Minneapolis,
Minnesota 55480; and CITY OF MIAMI BEACH, a Florida municipal
corporation,
("Lessee") ,
lessee
whose address
is
1700
as
Convention Center Drive, Miami Beach, Florida.
WIT N E SSE T H:
WHEREAS, Lessee is authorized by law to acquire such items of
personal property as are needed to carry out its governmental and
proprietary functions, and to acquire such personal property by
entering into lease with option to purchase agreements; and
WHEREAS, Lessee has determined that it is necessary for it to
,
acquire under this Lease certain items of personal property
described here. as Equipment; and
WHERtAS, Lessor is willing to acquire such items of Equipment
and to lease them to Lessee pursuant to this Lease;
AND WHEREAS,
the
has
deposited
Lessor
the
sum
of
$1,592,500.00 in the Escrow Account, to pay the cost of the
acquisition of the Equipment,
NOW, THEREFORE, in the joint and mutual exercise of their
.
powers, and in consideration of the mutual covenants herein
contained, the parties hereto recite and agree as follows:
ARTICLE I
DEFINITIONS AND EXHIBITS
Section 1.1.
Definitions:
Unless the context otherwise
requires, the terms defined in this section shall, for all
purposes of this lease and exhibits attached hereto have the
meanings herein speCified.
Contractor:
Each of the manufacturers or vendors from whom
Lessee (or Lessor at Lessee's request) has ordered or will
OFFICE OF THE CITY ATTORNEY .1700 CONVENTION CENTER DRIVE. MIAMI BEACH. F~DRIDA 33138
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order or with whom Lessee (or Lessor at Lessee's request) has
contracted or will contract for the manufacture, delivery and/or
installation of the Equipment.
Equipment: The personal property described in the attached
Exhibit A which is being leased with option to purchase by Lessee
pursuant to this Lease.
Equipment cost: with respect to the Equipment, the contract
price to be paid to a Contractor therefor upon delivery in
accordance with the purchase order or contract therefor, and any
additional amount du~ a Contractor by reason of any change orders
thereto approved by Lessee by and through its City Manager.
Escrow Account: The Escrow Account established and
maintained pursuant to the Escrow Deposit Agreement relative to
this Lease dated of even date herewith by and among the Lessor,
the Lessee and the Escrow Agent named therein.
Fiscal. Year: The twelve-month fiscal per iod of Lessee which
commences on October I , in every year and ends on the
following September 30 ,
Independent Counsel: An attorney duly admitted to the
practice of law before the highest court of the State of Florida
who is not a full-time employee of Lessor or Lessee.
Interest: The portion of any Lease-Purchase Payment designed
as and compr ising interest as shown in the attached Exhibit A,
which cannot exceed the rate of twelve (12%) per cent per annum.
Lease-Purchase Payments: The aggregate payments due from
Lessee to Lessor on each Payment Date during the Term of the
Lease, as shown on Exhibit B which represents repayments of the
amounts advanced by the Lessor and deposited in the Escrow
.
Account.
Net Proceeds: Any insurance proceeds or condemnation award,
paid with respect to the Equipment, remaining after payment
therefrom of all reasonable legal expenses incurred in the
collection thereof I and, if and at such time as Lessee elects to
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OFFICE OF THE CITY ATTORNEY .1700 CONVENTION CENTER DRIVE. MIAMI BEACH, F~ORIDA 33139
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provide self-insurance under Article VI and moneys held in any
self-insurance fund of Lessee which may lawfully be expended for
the purpose for which such self-insurance is provided.
Non-appropriation:
The failure of the Lessee to allocate or
appropriate money for any Fiscal Year of Lessee sufficient for the
continued performance of the Lease by Lessee, as evidenced by a
written communication from the Lessee's City Manager stating that
the Lessee's lack of funding will prevent the Lessee from
performing its obligations under this Lease, with attached thereto
.
a copy of an ordinance or resolution of the governing body
specifically prohibiting Lessee from performing its obligations
under this Lease,
and from using any moneys to pay the Lease-
Purchase Payments due under this Lease for a designated Fiscal
Year.
Payment Date:
The date upon which any Lease-Purchase Payment
is due and payable as provided in Exhibit B.
Permitted Encumbrances:
As of any particular time: (i) liens
,
for taxes and assessments not then delinquent, or which Lessee
may, pursuant to provisions of Section 7.3 hereof, permit to
remain unpaid,
(ii) this Lease and amendments hereto,
(iii)
Lessor's interest in the Equipment, and (iv) any mechanic's
laborer's, materialmen's, supplier's or vendor's lien or right not
filed or perfected in the manner prescribed by law, other than any
lien arising through a Contractor or which Lessee may, pursuant to
Article VIII hereof, permit to remain unpaid.
Prepayment Price: with respect to the Equipment as of the
payment dates specified in the attached Exhibit C, the aggregate
amount so designated and set forth opposite such date in the
attached Exhibit C.
Principal:
The portion of any Lease-Purchase Payment
designated as principal in the attached Exhibit B.
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OFFICE OF THE CITY ATTORNEY. 1700 CONVENTION CENTER DRIVE. MIAMI BEACH. FLORIDA 33139
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Specifications:
pursuant to which
contractor.
State, Local and Federal Law or Laws: The Constitution, any
law of the State and any ordinance, resolution, rule or regulation
of any agency or political subdivision of the State, including
Dade County and the City of Miami Beach; and any law of the United
States and any rule or regulation of any federal agency.
Term of this Lease or Lease Term: The period during which
this Lease is in effeet as specified in Section 4.1.
Section 1.2 Exhibits.
The following exhibits are attached to and by reference made
a part of this Lease:
Exhibit A: A description of the Equipment (consisting of
subsections N/A ) being Leased by Lessee pursuant to this
Lease, including the serial number thereof which shall be inserted
when available.
~xhibit B: " A schedule (consistin~ of subsections N/A )
indicating" the date and amount of each Lease-Purchase Payment
corning due dur ing the Lease Term and the amount of each Lease-
Purchase Payment comprising Principal and Interest.
Exhibit C: A schedule (consisting of subections N/A
showing as of each Payment Date the pr ice at which Lessee may
exercise its option to pre-pay Lease-Purchase Payments in
accordance with Article X.
Exhibit D: A Certificate of Delivery of Lessee indicating
that the Equipment has been delivered and installed in accordance
with the Specifications, and has been received and accepted by
Lessee, that Lessee has obtained the insurance or provided the
self-insurance on or with respect to the Equipment required by
this Lease.
The bid specifications and/or purchase order
Lessee has ordered the Equipment from a
Exhibit E: An opinion of counsel to Lessee as to the powers
of Lessee; the validity, execution and delivery of this Lease and
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OFFICE OF THE CITY ATTORNEY. 1700 CONVENTION CENTER DRIVE. MIAMI BEACH, F~ORIDA 331"
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various related documents 1 the absence of litigationl and related
matters.
Exhibit F:
A Certificate of Incumbency as to certain
authorized officers of the Lessee to be completed by the Lessee
and delivered to the Lessor.
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.1
Representations, Covenants and Warranties of
Lessee. Lessee represents, covenants and warrants as follows:
a)
. .
1S a municipal corporation and political
Lessee
subdivision of the State of Florida, duly organized and existing
under the Constitution and laws of the State of Florida.
b) Lessee is authorized under the Constitution and laws of
the State of Florida to enter into this Lease and the transactions
contemplated hereby, and to perform all of its obligations
hereunder.
c) The Mayor of Lessee executing this Lease has been duly
authorized to execute and deliver this' Lease under the terms and
provisions of a resolution of Lessee's governing body, or by other
appropriate official actions.
d) In authorizing and executing this Lease, Lessee and
Lessor have complied with all public bidding and other State,
local and federal laws applicable to this Lease and the
acquisition of the Equipment by Lessee.
e) Lessor and Lessee will not pledge, mortgage or assign
this Lease or its duties and obligations hereunder to any other
person, firm or corporation except as provided under the terms of
this Lease.
f) The Equipment will be used during the term of this Lease
only to carry out the governmental and/or proprietary purposes of
Lessee.
g) Lessee has appropriated and/or taken other lawful actions
necessary to provide moneys sufficient to pay all Lease-Purchase
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OFFICE OF THE CITY ATTORNEY -1700 CONVENTION CENTER DRIVE - MIAMI BEACH. FLORIOA 33139
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Payments required to be paid under the Lease dur ing the current
Fiscal Year of Lessee, and such moneys will be applied in payment
of all Lease-Purchase Payments due and payable during such current
Fiscal Year.
h) Upon the execution of this Lease, Lessee will provide to
Lessor an opinion of its legal counsel in the form attached hereto
as Exhibit E and a Certificate of Incumbency in the form attached
hereto as Exhibit F.
i) Upon the delivery and acceptance of the Equipment, Lessee
will provide to the Lessor a Certificate of Delivery in the form
attached hereto as Exhibit D. The Lessee covenants to acquire the
Equipment and deliver the Certificate of Delivery within 180 days
from the date of this Lease.
Section 2.2 Representations, Covenants and Warranties of
Lessor. Lessor represents, covenants and warrants as follows:
a) Lessor is a corporation duly organized, existing and in
good standing under and by virtue of the laws of the State of
Minnesota and is duly qualified and in good standing as a
corporation authorized to transact business in the State of
Florida; has power to enter into this Lease; is possessed of power
to own and hold real and personal property, and to lease the same;
and has duly authorized the execution and delivery of this Lease.
b) Neither the execution and delivery of this Lease, nor the
fulfillment of or compliance with the terms and conditions hereof,
nor the consummation of the transactions contemplated hereby,
conflicts with or results in a breach of the terms, conditions or
provisions of any restr iction or any agreement or instrument to
which Lessor is now a party or by which Lessor is bound,
consti tutes a default under any of the foregoing, or results in
the creation or imposition of any lien, charge or encumbrance
whatsoever upon any of the property or assets of Lessor, or upon
the Equipment except Permitted Encumbrances.
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OFFICE OF THE CITY ATTORNEY -1700 CONVENTION CENTER DRIVE - MIAMI BEACH. FLORIDA 33139
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ARTICLE III
LEASE OF EQUIPMENT
Section 3.3. Lease. Lessor hereby leases the Equipment to
Lessee, and Lessee hereby leases the Equipment from Lessor, upon
the terms and conditions Set forth in this LeaSe.
Section 3.2. Possession and En;oyment. Lessor hereby
covenants to provide Lessee during the term of this Lease with the
quiet use and enjoyment of the Equipment, and Lessee shall during
the term of this Lease peaceably and quietly have and hold and
enjoy the Equipment; without suit, trouble or hindrance from
Lessor, except as expressly set forth in this Lease. Lessor will,
at the request of Lessee, join in any legal action in which Lessee
asserts its right to such possession and enjoyment to the extent
Lessor lawfully may do so.
Section 3.3. Lessor Access to Equipment. The Lessee agrees
that Lessor shall have the right at all reasonable times to
examine and inspect the Equipment. Lessee further agrees that
Lessor shall have such rights of access'to the Equipment as may be
reasonably necessary to cause the proper maintenance of the
Equipment in the event of failure by Lessee to perform its
obligations hereunder.
ARTICLE IV
TERM OF LEASE
Section 4.1. Lease Term. This Lease shall be in effect for
a Term commencing upon its date of execution and ending on the
date the last Lease-Purchase Payment is due and payable as shown
in Exhibit B, unless terminated by Lessee in accordance with
Section 4.2, or unless otherwise terminated as provided in Section
4.6.
Section 4.2. Termination by Lessee. The Lessee is a Florida
municipal corporation subject to the appropriation and
availability of funds by its local legislative body in order to
continue its performance under this Lease. In the event of Non-
Appropriation, Lessee shall have the right to terminate this
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OFFICE OF THE CITY ATTORNEY. 1700 CONVENTION CENTER DRIVE. MIAMI BEACH. FLORIDA 33139
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Lease, in whole but not in part, at the end of any Fiscal Year of
Lessee, in the manner and subject to the terms specified in this
section and Sections 4.4 and 4.5. Lessee may effect such
termination by giving Lessor a written notice of termination and
by paying to Lessor any Lease-Purchase Payments which are due and
have not been paid at or before the end of its then current Fiscal
Year, Lessee shall endeavor to give notice of termination not less
than sixty (60) days prior to the end of such Fiscal Year and
shall notify Lessor of any anticipated termination. In the event
of termination of th:i!s Lease as provided in this section, Lessee
shall deliver possession of the Equipment to Lessor in accordance
with Section 12.3, and shall convey to Lessor or release its
interest in the Equipment within thirty (30) days after the
termination of the Lease. The Lessee may also terminate this
Lease by giving the Lessor a sixty (60) day written notice of
termination, at any time, upon the occurrence and continuance of
an event of default pursuant to Section l2.l(ii) hereof resulting
from Lessor's failure to observe and perform any material
covenant, condition or agreement in this Lease. In the event of
such a termination, the Lessor shall receive a release of the
City's interest in the Equipment, return of its Equipment; a pro-
rated portion of the Lease-Purchase Payments prior to the
termination and any other payments due and owing under this Lease,
but shall not be entitled to any other right, remedy or charge
against the City.
Section 4.3. Intent to Continue Lease Term; Appropriations.
Lessee presently intends to continue this Lease for its entire
Term and to pay all Lease-Purchase Payments specified in Exhibit
B.
Lessee will include in its budget request for each Fiscal
Year the Lease-Purchase Payments to become due in each Fiscal
Year, and will use all reasonable and lawful means at its disposal
to secure the appropriation of money for such Fiscal Year
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OFFICE OF THE CITY ATTORNEY -1700 CONVENTION CENTER DRIVE - MIAMI BEACH. FLORIOA 33139
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sufficient to pay the Lease-Purchase Payments coming due therein.
Lessee reasonably believes that moneys in an amount sufficient to
make all such Lease-Purchase payments can and should lawfully be
appropriated and made available for this purpose.
Section 4.4.
Effect of Termination.
upon termination of
this Lease as provided in Section 4.2, Lessee shall not be
responsible for the payment of any additional Lease-Purchase
payments coming due after the effective date of termination of
this Lease, but if Lessee has not delivered possession of the
.
Equipment to Lessor in accordance wi th Section 12.3 and conveyed
to Lessor or released its interest in the Equipment within thirty
(30) days after the termination of this Lease, the termination
shall nevertheless be effective, but Lessee shall be responsible
for the payment of rent in an amount equal to the amount of the
Lease-Purchase Payments coming due after the termination date
under Exhibit B which are attributable to the number of days after
such termination during which Lessee fails to take such actions.
Section 4.5.
Nonsubstitution.
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If this Lease is terminated
by Lessee in accordance with Section 4.2, Lessee agrees not to
purchase, lease or rent personal property to perform the same
functions as, or functions taking the place of, those performed by
the Equipment, and agrees not to permit such functions to be
performed by any agency or entity affiliated with or hired by
Lessee, for a period of three hundred sixty (360) days; provided,
however, that these restr ictions shall not be applicable in the
event the Equipment shall be sold by Lessor and the amount
received from such sale, less all costs of such sale, is
sufficient to pay the then applicable Prepayment Price as set
forth in Exhibit C; or if or to the extent that the application of
these restr ictions would affect the validity of this Lease. The
restrictions in this Section shall not be applicable to equipment
similar to the Equipment in service or contracted for prior to the
termination of this Lease provided such equipment was not intended
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OI=F=Ir.F 01= TI-IE' CITY ATTORNEY. 1700 CONVENTION CENTER DRIVE. MIAMI BEACH, FLORIDA 33139
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to be, and is not, used in substitution of, or as replacement for,
the Equipment.
Section 4.6.
Termination of Lease Term.
The term of this
Lease will terminate upon the occurrence of the first of the
fOllowing events:
a) the termination thereof by Lessee in accordance with
Section 4.2;
b) the exercise by Lessee of its option to prepay the Lease-
Purchase Payments to Article X;
,
c) a default by Lessee and Lessor's election to terminate
this Lease pursuant to Article XII; or
d) the payment of the Lessee of all Lease-Purchase Payments
authorized or required to be paid by Lessee hereunder.
ARTICLE V
LEASE-PURCHASE PAYMENTS
Section 5.1.
Lease-Purchase Payments.
Lessee agrees to pay
Lease-Purchase Payments during the Term of this Lease in the
,
amounts and on the dates speci fied in Exhibi t B.
Provided that
the Lessor has deposited $1,592,500.00 to the Escrow Account
mentioned in Section 1.1., Lease-Purchase Payments are due and
owing as set forth in Exhibit B without regard to delivery of the
Equipment and acceptance of the Equipment by the Lessee. All
Lease-Purchase Payments shall be paid to Lessor at its offices at
the address specified in the first paragraph of this Lease, or to
such other person or entity and at such other places as Lessor may
from time to time designate by written notice to Lessee.
Lessee
shall pay the Lease-Purchase Payments exclusively from moneys
legally available therefor, in lawful money of the united States
of America, to Lessor or, in the event of assignment, of the right
to receive Lease-Purchase Payments by Lessor effective with
respect to the Lessee pursuant to Section 11.1 hereof to its
assignee or to such other person or entity at such other places as
such assignee may from time to time designate by written notice to
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Lessee.
Section 5.2.
Current Expense.
The obligations of Lessee
under this Lease, including its obligation to pay the Lease-
Purchase Payments due with respect to the Equipment, in any Fiscal
Year for which this Lease is in effect, shall constitute a current
expense of Lessee for such Fiscal Year and shall not constitute an
indebtedness of Lessee within the meaning of the Constitution and
laws of the State of Flor ida.
Nothing herein shall constitute a
pledge by Lessee of any ad valorem taxes or other moneys, other
than moneys lawfully 'appropriated from time to time by or for the
benefit of Lessee in its annual budget by the City Commission and
the proceeds or Net Proceeds with respect to, or proceeds of the
sale of the Equipment, to the payment of any tease-Purchase
Payment or other amount coming due hereunder.
Section 5.3.
Interest Component.
A portion of each Lease-
Purchase Payment is paid as and represents the payment of
Interest.
Exhibi t B sets forth the Interest component of each
Lease-Purchase Payment, the payment 'of which is subject to
applicable State of Florida usury or interest rate limitation laws
and the terms and conditions of this Lease.
Section 5.4.
Lease-Purchase Payments to be Uncondi tional.
Except as provided in Section 4.2, the obligation of Lessee to
make Lease-Purchase Payments or any other payments required
hereunder shall be absolute and unconditional in all events.
Notwithstanding any dispute between Lessee and Lessor or any other
person, Lessee shall make all Lease-Purchase Payments and other
payments required hereunder when due and shall not withhold any
Lease-Purchase Payment or other payment pending resolution of such
dispute.
Lessee's obligations to make Lease-Purchase Payments or
other payments dur ing the Lease Term shall not be abated through
accident or unforeseen circumstance.
However, nothing herein
shall be construed to release
Lessor from the performing of its
obligations hereunder; and if Lessor should fail to perform any
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OFFICE OF THE CITY ATTORNEY -1700 CONVENTION CENTER DRIVE - MIAMI BEACH. FLORIDA 33139
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such obligation, Lessee may institute such legal action against
Lessor as Lessee may deem necessary to compel the performance of
such obligation and/or to recover damages therefor or take such
action as and to the extent permitted under Section 4.2 hereof to
terminate this Lease.
ARTICLE VI
INSURANCE AND INDEMNIFICATION
Section 6.1. Liability Insurance. Unless self-insurance is
provided by Lessee, as evidenced by a written certificate
specifying the terms and amounts thereof delivered to Lessor, upon
receipt of possession of the Equipment, Lessee shall take such
measures as may be necessary to insure that any liability for
injuries to or death of any person or damage to or loss of
property arising out of or in any way relating to the condition or
the operation of the Equipment or any part thereof, is covered by
a blanket or other gen.eral liabili ty insurance policy maintained
by Lessee. The Net Proceeds of all such insurance or self-
insurance shall be applied toward extfnguishment or satisfaction
of the liability wi th respect to which any Net Proceeds may be
paid.
Section 6.2. Property Insurance. Upon receipt of possession
of the Equipment, Lessee shall have and assume the risk of loss
with respect thereto. Unless self-insurance is provided by
Lessee, as evidenced by a written certificate specifying the terms
and amounts thereof delivered to Lessor, Lessee shall procure and
maintain continuously in effect dur ing the term of this Lease,
all-risk insurance (including flood and earthquake coverage),
subject to the standard exclusions contained in the policy, in
such amount as will be at least sufficient so that a claim may be
made for the full replacement cost of any part thereof damaged or
destroyed and to pay the applicable Prepayment Price of the
Equipment. Such insurance may be provided by a rider to an
existing policy or under a separate policy. Such insurance may be
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OFFICE OF THE CITY ATTORNEY. 1700 CONVENTION CENTER DRIVE. MIAMI BEACH. FLORIDA 33139
wr i tten wi th customary deductible amounts. The Net Proceeds of
insurance or self-insurance required by this section shall be
applied to the prompt repair, restoration or replacement of the
Equipment, or to the purchase of Equipment, as provided in Section
6.6. Any Net Proceeds not needed for those purposes shall be paid
to Lessee.
Section 6.3. Worker I s Compensation Insurance. If required
by State of Florida law, and unless self-insurance is provided by
Lessee, as evidenced by a written certificate specifying the terms
and amounts thereof' delivered to Lessor, Lessee shall carry
Worker's Compensation Insurance covering all employees on, in,
near or about the Equipment, and upon request shall furnish to
Lessor certificates evidencing such coverage throughout the Term
of this Lease.
Section 6.4. Requirements for All Insurance. All insurance
policies (or riders) required by this Article shall be taken out
and maintained with responsible insurance companies organized
under the laws of one of the states' of the United States and
qualified to do business in the State of Florida; and shall
contain a provision that the insurer shall not cancel or revise
coverage thereunder wi thout giving wri tten notice to the insured
parties at least ten (10) days before the cancellation or revision
becomes effective; and shall name Lessee and Lessor policies (and
riders) evidencing any such insurance procured by it, or a
certificate or certificates of the respective insurers stating
that such insurance is in full force and effect. Before the
expiration of any such policy (or rider), Lessee shall furnish to
Lessor evidence that the policy has been renewed or replaced by
another policy conforming to the provisions of this Article,
unless such insurance is no longer obtainable in which event
Lessee shall notify Lessor of this fact.
Section 6.5. Lessee I s Neqliqence.
and liabilities to the extent allowed
Lessee assumes all risks
by law, in accord with
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OFFICE OF THE CITY ATTORNEY - 1700 CONVENTION CENTER DRIVE - MIAMI BEACH, FLORIDA 3313B
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S768.28, Fla. Stat. (1983) and only when covered by insurance, for
loss or damage to the Equipment and for injury to or death of any
person or damage to any property, whether such injury or death be
with respect to agents or employees of Lessee or of third parties,
and whether such property damage be to Lessee's property or the
property of others, which is proximately caused by the negligent
conduct of Lessee, its officers, employees and agents.
The Ci ty
expressly reserves the right to assert all defenses afforded to
it,
including,
without
limitation,
sovereign
immunity,
contribution,
,
indemnity
and
comparative
and
contributory
negligence.
Section 6.6.
Damaqe to or Destruction of Equipment.
If
after delivery of the Equipment to Lessee all or any part of the
Equipment is lost, stolen, destroyed or damaged beyond repair,
Lessee shall contract for the replacement thereof wi thin thirty
(30) days after such event or as soon thereafter as is practicable
using all reasonable diligence and, in any event, shall replace
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the same at Lessee's sole cost and expense wi thin one hundred
eighty (180) days after such event and such replacement shall be
substituted in this Lease by endorsement.
If Lessee fails or
refuses to replace the Equipment within the required period,
Lessor may, at its option upon giving written notice to the
Lessee's City Manager, declare the applicable Prepayment Price of
the Equipment set forth in Exhibit C immediately due and payable,
and Lessee shall be obligated to pay the same.
The Net Proceeds
of all insurance payable with respect to the Equipment shall be
available to Lessee and shall be used to discharge Lessee's
obligation under this section. On such payment, this Lease shall
terminate and Lessee shall become entitled to the Equipment as is,
without warranties, express or implied, including warranties of
merchantabili ty or fitness for any particular purpose or fitness
for the use contemplated by Lessee, providing, however, that in
consideration for this disclaimer of warranty, the Lessor shall
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,
first gratuitously assign and transfer and deliver to the Lessee
all manufacturers'
(and other)
warranties it has for this
Equipment, except that the Equipment shall not be subject to any
lien or encumbrance created by or arising through Lessor.
ARTICLE VII
OTHER OBLIGATIONS OF LESSEE
Section 7.1.
Use, permi ts.
Lessee shall exercise due care
in the installation, use, operation and maintenance of the
Equipment, and shall not install, use or operate the Equipment
,
improperly, carelessly, in violation of any Local, State and
Federal law or for a purpose or in a manner contrary to that
contemplated by this Lease.
Lessee shall obtain all permits and
licenses necessary for the installation, operation, possession and
use of the Equipment.
Lessee shall comply with all Local, State
and Federal laws applicable to the installation, use, possession
and operation of the Equipment, and if compliance with any such
Local, State and Federal law requires changes or additions to be
,
made to the Equipment, such changes or additions shall be made by
Lessee at its expense.
Section 7.2.
Maintenance of Equipment by Lessee.
Lessee
shall, at its own expense, maintain, preserve and keep the
Equipment in good repair, working order and condition and shall
from time to time make all repairs and replacements necessary to
keep the Equipment in such condition.
Lessor shall have no
responsibility for any of these replacements.
Section 7.3.
Taxes, Other Governmental Charqes and Utility
Charqes.
Except as expressly limited by this Section, Lessee
shall pay all taxes and other charges of any kind which are at any
time lawfully assessed or levied against or wi th respect to the
Equipment or any part thereof, or which become due during the Term
of this Lease, with respect thereto or the Lease-Purchase
Payments, whether assessed against Lessee or Lessor. Lessee shall
also pay when due all gas, water, steam, electricity, heat, power,
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telephone
and
other
charges
incurred
in
the
operation,
maintenance, use, occupancy and upkeep on the Equipment, and all
special assessments and charges lawfully made by any governmental
body for public improvements, provided that they may not be
secured by a lien on the Equipment; and provided that with respect
to special assessments or other governmental charges that may
lawfully be paid in installments over a period of years, Lessee
shall be obligated to pay only such installments as are required
to be paid during the Term of this Lease as and when the same
become due.
Lessee shall not be required to pay any federal,
state or local income, inheritance, estate, succession, transfer,
gift, franchise, gross receipts, profit, excess profit, capital
stock, corporate or other similar tax payable by Lessor, its
successors or assigns, unless such tax is made in lieu of or as a
substitute for any tax, assessment or charge which is the
obligation of Lessee under this Section.
Lessee may, at its own expense and in its own name, in good
faith contest any such taxes,
,
assessments, utility and other
charges and, in the event of any such contest, may permi t the
taxes, assessments or other charges so contested to remain unpaid
dur ing the per iod of such contest and any such appeal therefrom
unless Lessor shall notify Lessee that, in the opinion of
Independent Counsel, the Equipment will be materially endangered
or the Equipment or any part thereof will be subject to loss or
forfei ture, in which event Lessee shall promptly pay such taxes,
assessments or charges or provide Lessor with full non-payment, in
form satisfactory to Lessor.
Section 7.4.
Advances.
If Lessee sha~l fail to perform any
of its obligations under this Article, Lessor may, but shall not
be obligated to, take such action as may be necessary to cure such
failure, including the advancement of money, and Lessee shall be
obligated to repay all such advances on demand, with interest at
the rate of 12% per annum, from the date of the advance to the
-16-
OFFICE OF THE CITY ATTORNEY. 1700 CONVENTION CENTER ORIVE. MIAMI BEACH. FLORIDA 33139
.,
date of repayment.
ARTICLE VIII
TITLE
Section 8.1.
Title.
During the term of this Lease, and so
long as Lessee is not in default as provided in Article XII, legal
title to the Equipment and any and all repairs, replacements,
substitutions and modifications to it shall be in Lessee, and
Lessor shall have no security interest therein.
Section 8.2.
Liens.
Dur ing the Term of this Lease, Lessee
shall not, directly or indirectly create, incur, assume or suffer
to exist any mortgage, pledge, lien, charge, encumbrance or claim
on or wi th respect to the Equipment, other than the respective
rights of Lessor and Lessee as herein provided and Permitted
Encumbrances.
Except as expressly provided in Section 7.3 and
this Article, Lessee shall promptly, at its own expense, take such
action as may be necessary duly to discharge or remove any such
mortgage, pledge, lien, charge, encumbrance or claim if the same
at any time.
,
Lessee shall reimburse Lessor for any expense
incurred by Lessor in order to discharge or remove any such
mortgage, pledge, lien, charge, encumbrance or claim.
Section 8.3.
Installation of Lessee's Equipment.
Lessee may
at any time and from time to time, in its sole discretion and at
its own expense, install other i terns of Equipment in or upon the
Equipment, which items shall be identified by tags or other
symbols affixed thereto as property of Lessee.
All such items so
identified shall remain the sole property of Lessee, in which
Lessor shall have no interest, and may be modified or removed by
Lessee at any time provided that Lessee shall repair and restore
any and
all damage to the Equipment
resulting
from the
installation, modification or removal of any such items.
Nothing
in this Lease shall prevent Lessee from purchasing items to be
installed pursuant to this Section under a conditional sale or
Lease with option to purchase contract, or subject to a vendor's
-17-
/"'\I::eu"'c nc Tue f"tTV ATTnClN~V _ 17m r.nN\lFNTlnN r.J;NTI;R DRIVE. MIAMI BEACH. FLORIDA 33139
liens or security agreement, as security for the unpaid portion of
the purchase price thereof, provided that no such lien or security
interest shall attach to any part of the Equipment.
Section 8.4.
Modification of Equipment.
Lessee shall, at
its own expense, have the right to make repairs to the Equipment,
and to make repairs, replacements, substitutions and modifications
to all or any of the parts thereof. All such work and any part or
component used or installed to make a repair or as a replacement,
substitution or modification, shall thereafter comprise part of
,
the Equipment and be subject to the provisions of this Lease.
Such work shall not in any way damage the Equipment or cause it to
be used for purposes other than those authorized under the
provisions of Local, State and Federal law, or those contemplated
by this Lease; and the Equipment, upon completion of any such work
shall be of a value which is not less than the value of the
Equipment immediately prior to the commencement of such work. Any
property for which a replacement or substitution is made pursuant
,
to this Section may be disposed of by Lessee in such manner and on
such terms as are determined by Lessee. Lessee will not permit any
mechanic I s or other lien to be established or remain against the
Equipment for labor or materials furnished in connection with any
repair, replacement, substitution or modification made by Lessee
pursuant to this Section; provided that if any such lien is
established and Lessee shall first notify Lessor of Lessee's
intention to do so, Lessee may in good faith contest any lien
filed or established against the Equipment, and in such event may
permi t the items so contested to remain undischarged and
unsatisfied during the period of such contest any appeal therefrom
unless Lessor shall notify Lessee that, in the opinion of
Independent Counsel, by nonpayment of any such item the interest
of Lessor in the Equipment will be materially endangered or the
Equipment or any part thereof will be promptly paid and cause to
be satisfied and discharged all such unpaid items or provide
-18-
OI=I=I~F os: TI-4E CITY ATTORNEY -1700 CONVENTION CENTER DRIVE. MIAMI BEACH, FLORIDA 33139
"
Lessor with full security against any such loss or forfeiture, in
form satisfactory to Lessor.
Lessor will cooperate fully with
Lessee in any such contest, upon the request and at the expense of
Lessee.
Section 8.5.
Personal Property.
The Equipment is and shall
at all times be and remain the personal property notwitstanding
that the Equipment or any part thereof may be or hereafter become
in any manner affixed or attached to or embedded in or permanently
rested upon real property or any building thereon or attached in
any manner to what is permanent by means of cement, plaster,
nails, bolts, screws or otherwise.
ARTICLE IX
EQUIPMENT WARRANTIES
Section 9.1.
Selection of Equipment.
The Equipment and the
Contractor have been selected by Lessee, and Lessor shall have no
responsibility in connection with the selection of the Equipment,
its suitability for the use intended by Lessee, the acceptance by
~
the Contractor or its sales representative of the order submitted,
or any delay or
failure by the Contractor or its sales
representative to manufacture, deliver or install the Equipment
for use by Lessee.
Lessee authorizes Lessor to add the serial
number of the Equipment to Exhibit A when available.
Section 9.2.
Installation and Maintenance of Equipment.
Lessor shall have no obligation to install, erect, test, inspect,
service or maintain the Equipment under any circumstances, but
such actions shall be the obligation of Lessee or the Contractor.
Section 9.3.
Contractor's Warranties. Lessor hereby assigns
to Lessee for and during the Term of this Lease, all of its
interest in all Contractor's warranties and guarantees, express or
implied, issued on or applicable to the Equipment, and Lessor
hereby
authorizes Lessee
to obtain the customary services
furnished in connection with such warranties and guarantees at
Lessee's expense.
-19-
QFFI~E OF T~I!; CITY ATTORNEY .1700 CONVENTION CENTER DRIVE. MIAMI BEACH, FLORIDA 33139
..<
Section 9.4. Patent Infrinqement. Lessor hereby assigned to
Lessee for and during the term of this Lease of its interest in
patent indemnity protection provided by any Contractor with
respect to the Equipment.
Such assignment of patent indemnity
protection by Lessor to Lessee shall constitute the entire
liability of Lessor for any patent infringement by Equipment
furnished pursuant to this Lease.
Section 9.5.
Disclaimer of Warranties.
The equipment is
delivered as is, and Lessor makes no warranty or representation,
either express or implied, as to the value, design, condition,
merchantability or fitness for any particular purpose or fitness
for the use contemplated by Lessee of the Equipment, or any other
representation or warranty with respect to the Equipment,
providing, however, that the Lessor will on or before execution
gratuitously assign and transfer and deliver to the Lessee all
manufacturers' (and other) warranties it has for this Lease.
ARTICLE X
,
OPTION TO PREPAY LEASE-PURCHASE PAYMENTS
Section 10.1. When Available.
Lessee shall have the option
to prepay the Lease-Purchase Payments, in whole but not in part,
on any Payment Date for the then applicable Prepayment Price set
forth in Exhibit C, but only if Lessee is not in default under
this Lease and only in the manner provided in this Article.
Section 10.2.
Exercise of Option. Lessee shall give notice
to Lessor of its intention to exercise its option not less than
thirty (30) days prior to the Payment Date on which the option is
to be exercised and shall deposit with Lessor on the date of
exercise an amount equal to all Lease-Purchase Payments and any
other amounts then due or past due and the applicable Prepayment
Price set forth in Exhibit C. The closing shall be on the Payment
Date on which the option is to be exercised at the office of
Lessor.
Section 10.3.
Termination of Lease.
Upon exercise of the
-20-
......."",,...,,...."" "rUE: t"'ITV ATTnt:u.ICV _ 17M r-nNVJ:'NTlnN l":FNTI=R nRIVE. MIAMI BEACH. FLORIDA 33139
"
option to prepay by Lessee, or other cancellation by the Lessee to
the extent expressly permitted by this
Lease , this Lease shall
terminate.
ARTICLE XI
ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING
Section 11.1. Assignment by Lessor. All of Lessor's right,
title and/or interest in and to this Lease and the Equipment may
be assigned and reassigned in whole or in. part to one or more
assignees or subassignees by Lessor at any time without the
consent of Lessee.
,
Such assignment shall not be effective with
respect to Lessee unless and until Lessee shall have received a
duplicate original of the document by which the assignment is
made.
Section 11.2.
Assignment and Subleasing by Lessee. Neither
this Lease nor Lessee's interest in the Equipment may be assigned
by Lessee without the written consent of Lessor, which consent may
not be unreasonably withheld.
However, the Equipment may be
subleased qy' ~essee,
.'
,
in whole or in part, without consent of
Lessor, subject, however, to each of the following conditions:
(i) This Lease and the obligation of Lessee to make Lease-
Purchase Payments hereunder shall remain obligations of
the Lessee.
(ii) The sublessee shall assume the obligations of Lessee
hereunder to the extent of the interest subleased.
(iii) Lessee shall, within thirty (30) days after the delivery
thereof, furnish or cause to be furnished to Lessor a
true and complete copy of such sublease.
(i v) No sublease by Lessee shall cause the Equipment to be
used for a purpose other than a governmental or
proprietary function authorized under the provisions of
the Constitution and laws of the State of Florida.
(v) No sublease shall cause the interest component of the
Lease-Purchase
Payments
due
with
respect
to
the
-21-
nCII:Ii"'t: nlC TU!; I"ITV .6.TTtUU...SV. 17M t"!n...v....Tu.'IIIU t"!.NTRIlI DRIV,". UIAUIIIIACW. 'LORID... 23131
'"
Equipment to become subject to federal income taxes.
Section 11.3. Restrictions on Mortqaqe or Sale of Equipment
by Lessee.
Except as provided in Section 11.2, Lessee will not
mortgage, sell, assign, transfer or convey the Equipment or any
portion thereof during the Term of this Lease, or remove the same
from its boundaries, without the written consent of Lessor.
Section 11.4. Payments to Assiqnee. The Lessee is aware and
,
understands that the Lessor may assign certain of its rlghts under
this Lease including, but not limited to, its rights to receive
.
Lease-Purchase Payments.
In the event of any such assignment
effective with respect to the Lessee pursuant to Section 11.1
hereof, the Lessee agrees to make all Lease-Purchase Payments
directly to said assignee or to such other person or entity at
such other places as such assignee may from time to time designate
by written notice to Lessee, without any claim, counterclaim or
offset which it may have under this Lease including, but not
limited to, any claim or offset for any breach of warranty with
,
respect to any Equipment.
As consideration for the execution of
this Lease by the Lessor, the Lessee does hereby agree that it
will not assert against any Assignee any claim or defense which it
may have against the Lessor or Contractor with respect to this
Lease or any Equipment and that all rental payments shall be
absolutely and unconditionally due and payable to the assignee as
when due without any claim offset or defense except as expressly
permitted by this Lease in the event of termination as set forth
in Article IV.
Provided, however, that the City expressly
reserves its rights and remedies against the Assignor and in the
event the Assignor is insolvent and non-existent, then, in that
event,
the Assignor's parent,
affiliates,
subsidiar ies and
successors in interest.
ARTICLE XII
EVENTS OF DEFAULT AND REMEDIES
Section 12.1.
Events of Defaults Defined.
The following
-22-
--_._- -- -..- ........~J ......................"'" ....,...... ,........nle.......""... ,..e"'''I'eo nOl\lC _ ".111....111 I:ICA,..1..l CI nl::un.Ac. '1'11':1Q
,~
shall be "events of default" under this Lease and the terms
"events of default" and "default" shall mean, whenever they are
used in this Lease, with respect to the Equipment, anyone or more
of the following events.
(i) Failure by Lessee to pay any Lease-Purchase Payment or
other payment required to be paid under this Lease at
the time specified herein and the continuation of said
failure for a period of seven (7) days after telephonic
or telegraphic notice given by Lessor that the payment
referred to in such notice has not been received, such
telephonic or telegraphic notice to be subsequently
confirmed in writing or after written notice.
(ii) Failure by Lessee or by the Lessor to observe and
perform any covenant, condition or agreement on its part
to be observed or performed, other than as referred in
Clause (i) of this Section, for a period of thirty (30)
days after written notice specifying such failure and
~
requesting that it be remedied has been given to Lessee
by Lessor or given to Lessor by Lessee, as the case may
be, unless Lessor or Lessee, as the case may be, shall
agree in wr i ting to an extension of such time pr ior to
its expirationl provided, however, if the failure stated
in the notice cannot be corrected within the applicable
period, Lessor, or Lessee, as the case may be, will not
unreasonably wi thhold its consent to an extension of
such time if corrective action is instituted by Lessee
or Lessor wi thin the applicable period and diligently
pursued until the default is corrected.
(iii) The filing by Lessee of a voluntary petition in
bankruptcy or adjudication of Lessee as a bankrupt, or
assignment by Lessee for the benefit of creditors, or
the entry by Lessee into an agreement of composition
with creditors, or the approval by a court of competent
-23-
OFFICE OF THE CITY ATTORNEY. 1700 CONVENTION CENTER DRIVE. MIAMI BEACH, FLORIDA 33139
"
jurisdiction of a petition applicable to Lessee in any
proceedings instituted under the provision of the
Federal Bankruptcy Statute, as amended.
The provisions of the Section 12.1 and Section 12.2 are subject to
the following limitation:
if by reason of force maieure, Lessee,
or the Lessor, is unable in whole or in part to carry out its
obligations under this Lease with respect to the Equipment, other
than its obliqation to pay Lease-Purchase Payments wi th respect
thereto which shall be paid when due notwi thstandinq the
provisions of this paragraph, Lessee, or Lessor, as the case may
be, shall not be deemed in default during the continuance of such
inabili ty.
The term "force majeure" as used herein shall mean,
without limitation, the following: acts of God 1 strikes, lockouts
and other labor disturbances, provided, however, that their
resolution shall be entirely within the discretion of Lessee or
Lessor, as the case may be, who shall not be required to make
settlement of strikes, lockouts and other labor disturbances by
,
acceding to the demands of the opposing party or parties when such
course in the judgment of Lessee, or Lessor, as the case may be,
is unfavorable to such party.
Section 12.2.
Remedies on Default.
Whenever any event of
default referred to in Section 12.1 hereof shall have happened and
be continuing with respect to the Equipment, Lessor shall have the
right, at its option upon mailing a written demand to the Lessee's
City Manager and with or without terminating this Lease, to
declare all Lease-Purchase Payments due or to become due dur ing
the Fiscal Year in effect when the default occurs to be
immediately due and payable by Lessee, whereupon such Lease-
Purchase Payments shall be immediately due and payable.
Further, if an event of default shall have occurred, upon
written notice by Lessor, Lessee shall within thirty (30) days use
its best efforts to sell the Equipment for an amount equal to the
sum of all Lease-Purchase Payments then due or past due, the
-24-
- - - - -. -- -.--- ---------. ~-- -........................... ................n ....null::: _ ..IAUlI DC:l\f"U Cl nRlnA ~~1:1~
.
applicable Prepayment Pr ice, and any other amounts due to Lessor
hereunder, and if it sells the Equipment shall pay to lessor an
amount of the proceeds thereof equal to the foregoing.
If Lessee
fails to sell the Equipment for such amount, the Lessee shall at
its expense cause the Equipment, together with all documents
necessary to transfer legal and beneficial title thereto to
Lessors, to be delivered to Lessor or Lessor's designee at a place
in Dade County, Florida designated by Lessor.
If Lessee fails or
refuses to transfer the Equipment to Lessor as herein. provided,
,
Lessor shall have the right to obtain a judgment against Lessee
for the amount required to be paid to Lessor from the proceeds of
the sale of the Equipment as provided in this paragraph plus
interest thereon in accordance with Section 7.4 to the date of
payment, subject to applicable defenses and/or counterclaim Lessee
may assert.
Section 12.3. No Remedy Exclusive. The remedies provided to
Lessor under Section 12.2 shall be the sole and exclusive remedies
~
exercisable by Lessor in the event of a default by Lessee
hereunder, and further shall not be deemed a waiver of the
Lessee's rights and remedies which the Lessee expressly reserves.
Section 12.4.
Delay; Notice.
No delay or omission to
exercise any right or remedy accruing upon any default shall
impair any such right or remedy or shall be construed to be a
wai ver thereof, but any such right and remedy 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 Lease, it shall be necessary to mail written notice to the
Lessee's City Manager of its intent to exercise such remedy.
Section 12.5.
No additional Waiver Implied by One Waiver.
In the event any agreement contained in this Lease should be
breached by either party and thereafter waived by the other party,
such waiver shall be limited to the particular breach so waived
and shall not be deemed to waive any other breach hereunder.
-25-
,
,
'.
Section 12.6. Agreement to Pay Attorney's Fees and Expenses.
In the event either party to this Lease should default under any
of the provisions hereof and the nondefaulting party should employ
attorneys or incur other expenses for the collection of moneys or
the enforcement or performance or observance of any obligation or
agreement on the part of the nondefaulting party herein contained,
the defaulting party agrees that it will on demand therefor pay to
the nondefaulting party the reasonable fee of such attorneys
reasonably so incurred by the nondefaulting party.
ARTICLE XIII
ADMINISTRATIVE PROVISIONS
Section 13.1.
Notices.
All notices, certificates, legal
opinions or other communications hereunder shall be sufficiently
given and shall be deemed given when delivered or deposited in the
Uni ted States mail in registered form with postage fUlly prepaid
to the addresses specified on the first page hereofl provided that
Lessor and Lessee, by notice given hereunder, may designate
~
different addresses to which subsequent notices certificates,
legal opinions or other communications will be sent.
Section 13.2. Financial Information. During the term of the
Lease, Lessee annually, upon request to the Ci ty Manager, will
provide Lessor wi th current financial statements, budgets, proof
of appropriation for the ensuing Fiscal Year and such other
financial information relating to the ability of Lessee to
continue this Lease as may be requested by Lessor or its assignee.
Section 13.3. Binding Effect. This Lease shall inure to the
benefit of and shall be binding upon Lessor and Lessee and their
respective successors and assigns.
Section 13.4.
Severabili ty.
In the event any provision of
this Lease shall be held invalid or unenforceable by any court of
competent jurisdiction, such hOlding shall not invalidate or
render unenforceable any other provision hereof.
Section 13.5.
Amendments, Changes and Modifications.
This
-26-
...__...._ "'_ ...... ...._~~ ......................i ...""^"'" ............................... ................... ........nl~ ..., ...., n~ ......u ~,r\.,.,....^ 'lI""'lIn
,
'.
Lease may be amended or any of its terms modified only by written
document duly authorized, executed and delivered by Lessor and
Lessee.
Section 13.6.
The captions or headings in this
Captions.
Lease are for convenience only and in no way def ine, limi t or
describe the scope or intent of a provision, Article, Section or
Clause of this Lease.
Section 13.7.
Further Assurances and Corrective Instruments.
Lessor and Lessee agree that they will, from time to time,
.
execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, such supplements hereto and such
further instruments as may reasonably be required for correcting
any inadequate or incorrect description of the Equipment hereby
Leased or intended so to be, for indicating the commencement date
and for carrying out the expressed intention of this Lease.
Section 13.8.
Execution in Counterparts.
This Lease may be
simultaneously executed in several counterparts, each of which
L
shall be an original and all of which shall constitute but one and
the same instrument.
Section 13.9.
Applicable Law.
This Lease shall be governed
by and construed in accordance with the laws of the State of
Florida.
IN WITNESS WHEREOF, Lessor has caused this Lease to be
executed in its corporate name by its duly authorized officer~ and
Lessee has caused this Lease to be executed in its name by its
-27-
......................- ........ ""......v A........................, ...,tv\........."'I:..ITlnl\.l l"Cll.lTCCI nOI\/1: _UIAIUI C1CA,......, Cl nRlnA ~:t1.-:10
'"
duly authorized officials and sealed with its seal as of the date
first above written.
LESSOR:
MARQUETT~ LEA~'
Ey U-{}. .
Its: M~{' ~;,./~
INC.
LESSEE:
CITY OF MIAMI BEACH
/--
By
/71f. ~
Mayor
0%
-
ATTEST:
AJAU.k' ~~
Ci ty Clerk
RESRjjhd
l0124B
By
oa.te_.._
~
-28-
01=1=11"'1= nl: TUS: ("'ITV 4TTnRNI=V. 17m r.nNvt;NTlnN CENTER DRIVE - MIAMI BEACH. FLORIDA 33139
~
.
EXHIBIT A
EQUIPMENT DESCRIPTION
Quantity Equipment Description
6,500 Duncan Model 80 Parking Meters
. ;,,',', "r
:,",,'
."
,
,
EXHIBIT B
SCHEDULE OF LEASE-PURCHASE PAYMENTS
Lessee: City of Miami Beach
Date of Lease: November 15. 1984
Fiscal Year of Lessee: October 1 to Seotember 30
Number and Frequency of Payments: 36 monthly pavments
Lease-Purchase Payment Schedule
Due Payment Total Principl'\l Interest
Date Number Payment Component Component
1/1/85 1 51,152.80 38,293.36 12,859.44
2/1/85 2 51,152.80 38,602.58 12,550.22
311 /85 3 51.152.80 38,914.30 12.238.50
411 /85 4 51,152.80 39,228.53 11 ,924.27
5/1/85 5 51,152.80 39,545.30 11,607.50
611 /85 6 51,152.80 39,864.63 11,288.17
711 /85 7 51.152.80 40,186.53 10.966.27
811 /85 8 . 51,152.80 40,511.04 10,641.76
9/1/85 9 51; 152. 80 40,838.17 10,314.63
10/1/85 10 51.152.80 41,167.94 9,984.86
11/1/85 11 51.152.80 41,500.37 9,652.43
12/1/85 12 51,152.80 41,835.48 9,317.32
1/1/86 13 51,152.80 42,173.30 8,979.50
211 /86 14 51.152.80 42,513.85 8,638.95
311 /86 15 51,152.80 42,857.15 8,295.65
411 /86 16 51,152.80 43,203.22 7,949.58
511 /86 17 51,152.80 43,552.09 7,600.71
611 /86 18 51,152.80 43,903.77 7,249.03
7/1/86 19 51.152.80 44,258.30 6,894.50
811 /86 20 51,152.80 44.615.68 6,537.12
9/1/86 21 51,152.80 44,975.95 6,176.85
10/1/86 22 51,152.80 45,339.13 5,813.67
11/1/86 23 51,152.80 45,705.25 5,447.55
12/1/86 24 51,152.80 46,074.32 5,078.48
1/1/87 25 51,152.80 46,446.37 4,706.43
2/1/87 26 51,152.80 46,821. 42 4,331.38
311 /87 27 51,152.80 47,199.51 3,953.29
411 /87 28 51,152.80 47,580.64 3,572.16
511 /87 29 51,152.80 47,964.86 3,187.94
611 /87 30 51,152.80 48,352.17 2,800.63
711 /87 31 51,152.80 48,742.62 2,410.18
811 /87 32 51,152.80 49,136.21 2.016.59
9/1/87 33 51,152.80 49,532.99 1,619.81
10/1/87 34 51,152.80 49,932.97 1.219.83
1111/87 35 51,152.80 50,336.18 816.62
12/1/87 36 51,152.80 50,742.64 410.16
~
~
EXHIBIT C
SCHEDULE OF PURCHASE OPTION PRICE
After Payment Number
Purchase Option Price
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23 '.
_ 24-
25
26
27
28
29
30
31
32
33
34
35
36
1,580,749.35
1,540,793.52
1,500,554.67
1,460,030.80
1,419,219.89
1,378,119.90
1,336,728.78
1,295,044.48
1,253,064.91
1,210,787.99
1,168,211.61
1,125,333.64
1,082,151. 95
1,038,664.39
994,868.80
950,762.99
906,344.76
861,611. 90
816,562.18
771,193.36
725,503.18
679,489.36
633,149.61
586,481.62
539,483.06
492,151.60
444,484.87
396,480.50
348,136.10
299,449.26
250,417.56
201,038.55
151,309.77
101,228.75
50,792.99
1.00
)
EXHIBIT D
CERTIFICATE OF DELIVERY
We, the undersigned, hereby certify that we are the duly
qualified and acting City Manager and Insurance Manager of the
City of Miami Beach (the "Lessee") 1 and with respect to the Lease-
Purchase Agreement dated November 15 , 1984, (the "Lease"), by
and between Lessee and Marquette Lease Services, Inc., (the
Lessor") that:
1. The Equipment described in the Lease has been delivered
and installed and has been accepted by Lessee.
2. Lessee has appropriated and/or taken other lawful actions
necessary to provide monies sufficient to pay all Rental payments
required to be paid under the Lease during the current Fiscal Year
of Lessee, and such monies will be applied in payment of all
Rental Payments due and payable during such current Fiscal Year.
3. Lessee has provided self-insurance with respect to, or
has obtained from a reputable insurance company qualified to do
business in the State, insurance with respect to all risks
required to be covered thereby pursuant to Article VI of the
Lease.
4. There is no litigation, action, suit or proceeding
pending or before any court, administrative agency, arbitrator or
governmental body, that challenges the authority of Lessee or its
officers or employees to enter into the Leasel the proper
authorization, approval and execution of the Lease and other
documents contemplated therebYl the appropriation of monies or any
other action 'taken by Lessee to provide monies sufficient to make
Rental Payments coming due under the Lease in Lessee's current
Fiscal Year (but not future fiscal years) 1 or the ability of
Lessee otherwise to perform its obligations under the Lease and
the transactions contemplated thereby.
DATED:_~n;,......f.!.>>riI,.. U, .1'\f4
LESSEE:
CITY OF MIAMI BEACH
OFFICE OF THE CITY ATTORNEY .1700 CONVENTION CENTER ORIVE. MIAMI BEACH. FLORIDA 33139
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EXHIBIT E
OPINION OF COUNSEL
Lessee:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Lessor:
Marquette Lease Services, Inc.
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Re: Lease with Option to Purchase Agreement dated as of
, 1984, by and between Marquette Lease
Services, Inc. (Lessor) and City of Miami Beach (Lessee)
Gentlemen:
I have acted as Counsel to Lessee with respect to the Lease wi th
Option to Purchase Agreement described above (the Lease) and
var ious related matters, and in this capacity have reviewed a
duplicate original or certified copy of the Lease.
Based upon the examination of these and such other documents as I
deem relevant, it is my opinion that:
1. Lessee is a Florida municipal corporation and
subdivion of the State, duly organized, existing and
under the Constitution and laws of. tpe State.
2. Lessee is authorized -and' h~~ power under State law to enter
into the Lease apdto carry out its obligat).ons thereunder and the
transactions c~n~~mplated thereby.
", "
political
operating
3. The Lease and other documents descr i bed above have been duly
authorized, approved and executed by and on behalf of Lessee, and
the Lease is a valid and binding contract of Lessee enforceable in
accordance with its terms, except to the extent limited by State
and Federal laws affecting remedies and municipalities and by
bankruptcy, reorganization or other laws of general appl~cation
relating to or affecting the enforcement of creditors' rights and
the rights and remedies of parties to a contract under State and
Federal law.
4. The authorization, approval and execution of the Lease and all
other proceedings of Lessee relating to the transaction
con templa ted thereby have been per formed in accordance wi th all
open meeting laws, public bidding laws and all other applicable
laws of the State of Florida.
5. Lessee has monies available to make all Rental Payments
required to be paid under the Lease during its current Fiscal
Year, and if the Lessee's Off ice of Management and Budget has
stamped this Lease as being approved as to Funding Source by
Office of Management and Budget, then such monies have been
proper ly budgeted and appropr iated for this purpose in accordance
with applicable law.
6. The execution of the Lease and the appropriation of monies to
pay the Rental Payments coming due as to each fiscal year
thereunder do not result in the violation of any constitutional,
statutory or other limitation relating to the manner, form or
amount of indebtedness which may be incurred by Lessee.
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7. There is no pending litigation, action, suitor proceeding
pending or before any court, administrative agency, arbitrator or
governmental body, that challenges the authority of Lessee or its
off icer s or its employees to enter into the Lease 1 the proper
authorization, approval and execution of the Lease and the other
documents described abovel the appropriation of monies to make
Rental Payments under the Lease for the current Fiscal Year of
Lessee, or the ability of Lessee otherwise to perform its
obligations under the Lease and the transactions contemplated
thereby.
Dated:
~mj.+b'. Iqr~
ARNOLD M. WEINER
City Attorney
ByaM<-~.u.J~
l\a.fc;u::l E. St1al~Z Ri-.-ae
Aool~Ldne City Attorney
,
,
OFFICE OF THE CITY ATTORNEY .1700 CONVENTION CENTER DRIVE. MIAMI BEACH. FLORIDA 33138
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EXHIBIT F
CERTIFICATE OF INCUMBENCY
Marquette Lease Services, Inc.
Sixth and Marquette
Minneaplis, Minnesota 55480
Re: Lease-Purchase Agreement dated as of November 15, 1984
by and between Marquette Lease Services, Inc., as Lessor,
and the City of Miami Beach, Florida, as Lessee.
With reference to the above-entitled matter, I hereby
certify that the following people were at the time of the
execution of the said Lease-Purchase Agreement dated as of
November 15, 1984, the
,
respectively, of the City
duly qualified to execute
Agreement; Escrow Deposit
thereto:
,
of Miami Beach, Florida and were
the aforementioned Lease-Purchase
Agreement and other documents related
Name
Title
Malcolm H. Fromberg Mayor
~'1>bl<f~G".-0 k: City Manager
Arnold M. Weiner
a'#)?l;,j~
Ci ty Attorney
A33 i 3taRt Ci ty P.ttef'Re~'
Insurance Manaqer
~Qra~l E. 3ua'~4-R;'u~
A.A / 'iL-
I
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;;~~~~~
Ed'.ola rd Shea
Elaine M. Baker
City Cl erk
IN WITNESS WHEREOF, I have duly executed this Certificate
hereto this day of , 19
CITY OF
BEACH, FLORIDA
By:
Its: ~
By