98-22851 RESO
RESOLUTION NO. 98-22851
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE
MA YOR AND CITY CLERK TO ENTER INTO A FIVE (5) YEAR LEASE-
PURCHASE AGREEMENT WITH WORLDWIDE PARKING, INC., IN THE
TOTAL AMOUNT OF $3,002,024, FOR THE FIVE YEAR PERIOD,
PURSUANT TO REQUEST FOR PROPOSALS NO. 43-97/02, PROVIDING
FOR THE LEASE-PURCHASE OF 9,250 ELECTRONIC PARKING METERS
WHEREAS, on October 18, 1996, the City issued Bid No. 43-97/02 for, the
purchase of 9,500 parking meters; and
WHEREAS, bids were received from three major meter manufacturers, and
demonstration units from each bidder were supplied for field testing along Ocean
Drive; and
WHEREAS, all units performed without any type of unusual malfunction; and
WHEREAS, on January 15, 1998, the Finance and Citywide Projects
Committee re-prioritized the list of parking projects to be funded from the remaining,
unallocated proceeds of the 1997 Parking Revenue Bonds; and
WHEREAS, on February 4, 1998, the Mayor and City Commission accepted
the recommendation of the Finance and Citywide Projects Committee, rejecting all
meter bids, and directing the Administration to develop a Request for Proposals (RFP)
to lease-purchase the electronic meter mechanisms, and to fund the cost of the lease-
purchase through the increased revenue realized by the replacement of the older
existing mechanisms; and
WHEREAS, the City issued Request for Proposals (RFP) No. 43-97/02, for
providing for the lease-purchase of 9,250 electronic parking meter mechanisms; and
WHEREAS, proposals were received from six (6) firms; and
WHEREAS, an Evaluation Committee approved by the City Manager met on
June 16, 1998, and recommended the firm of World Wide Parking, Inc. as the top
ranked respondent; and
WHEREAS, the City Manager reviewed the responses and the recommendation
of the Evaluation Committee and concurred with the Evaluation Committee's
recommendation; and
WHEREAS, on July 1, 1998, the Mayor and City Commission accepted the
ranking of said proposals, and authorized the Administration to enter into negotiations
with the number one ranked firm, WorldWide Parking, Inc.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND
CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the
Mayor and City Commission herein approve and authorize the Mayor and City Clerk
to execute the attached five (5) year Lease-Purchase Agreement with WorldWide
Parking, Inc., in the total amount of $3,002,024, pursuant to Request for Proposals
No. 43-97/02, for the lease-purchase of9,250 electronic parking meters.
PASSED AND ADOPTED this 15th day of July, 1998.
Wffl
MAYOR
ATTEST:
~~e~
ITY CLERK
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
f:\commissi\980715\resoelec. wpd
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tv omey Date
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
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COMl\1ISSION MEMORANDUM NO.
61b-9g
TO:
Mayor Neisen O. Kasdin and
Members of the City C mmission
DATE: July 15, 1998
FROM: Sergio Rodriguez
City Manager
SUBJECT: REQUEST FOR APPROVAL TO AUTHORIZE THE MAYOR AND CITY
CLERK TO ENTER INTO A FIVE (5) YEAR LEASE-PURCHASE
CONTRACT WITH WORLD\VIDE PARKING, INC., PURSUANT TO
REQUEST FOR PROPOSALS NO. 43-97/02 PROVIDING FOR THE LEASE-
PURCHASE OF 9,250 ELECTRONIC PARKING lVIETERS.
ADMINISTRATION RECOMMENDATION:
Adopt the Resolution.
FUNDING:
Funds, in the amount of $480,000 are included in the Parking Department's proposed budget for
fiscal year 1998/1999. Funds are included in the Parking Department Ac~ount Numbers: 480-0462-
000323 (in the amount of $240,000) and 480-0463-000323 (in the amolint of $240,000). Funding
for the remaining four years of the lease period will be included in the proposed budget for each
fiscal year in the amounts of $694,860 for 1999/2000, $582,750 for 2000/2001, $582,750 for
200112002, $582,750 for 2002/2003. The total funding requirement for this five (5) year lease-
purchase agreement is $3,002,024.
I
I
BACKGROUND:
'.
On October 18, 1996, the City of Miami Beach issu.ed a public bid for the purchase of9,500 parking
meters. Bids were received from three major meter manufacturers. Each of the bidders supplied
demonstration units for field testing along Ocean Drive, and the electronic meter mechanisms tested
performed without any type of unusual malfunction.
Funding for this purchase was to be provided from the proceeds of the 1997 Parking Revenue Bond
issuance. In August, 1997 the proceeds from this bond issuance were received. On January 15,
AGENDA ITEM
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DATE
1998, the Finance and Citywide Projects Committee re-prioritized the list of parking projects to be
funded from the remaining unallocated proceeds of the 1997 Parking Revenue Bond. To maximize
the limited amount of funding available for construction and renovation projects that would result
in additional parking, the Finance and Citywide Projects Committee recommended that the
Administration reject all bids for parking meters, and develop a Request for Proposals (RFP) for
the lease-purchase of the electronic parking meter mechanisms.
On February 4, 1998, the Mayor and City Commission accepted the recommendation of the Finance
and Citywide Projects Committee, rejected all meter bids, and directed the Administration to
develop a Request for Proposals (RFP) to lease-purchase the electronic meter mechanisms, and to
fund the cost of the lease-purchase through the increased revenue realized by the replacement of the
older existing parking meter mechanisms.
On April 7, 1998 the City solicited proposals from qualified firms to provide for the lease-purchase
of 9,250 fully electronic parking meter mechanisms. The RFP was sent to twenty-one (21) firms.
The responses for this RFP were due no later than May 14, 1998 at 3 :00 p.m. Proposals were
received from six (6) firms responding to all, or components of, the RFP:
Duncan Industries, Inc.
Industrial Metal Spraying
Intelligent Devices, Inc.
McKay Meters of Canada
Medeco
WorldWide Parking, Inc.
An Evaluation Committee, consisting of the following persons, met on June 16, 1998, to review and
discuss the proposals:
Alan Orovitz
Michael Thompson
Resident and Businessman
Resident and Member of the Transportation
and Parking Committee
Parking Director
Finance Manager/Parking Department
Meter and Maintenance SuperintendentlParking
Department
Jacqueline Gonzalez
James Stamos
John Todaro
At the meeting of the Evaluation Committee, each proposal was evaluated and ranked in accordance
with the criteria listed in the Request for Proposals:
1. Ability to meet RFP specifications
2. Meter installations of similar scope and quantity for other municipalities within the
last five (5) years.
3 . Availability of service personnel on twenty four (24) hour notice.
4. Terms and conditions of the lease/purchase.
5. Net cost associated with the lease of9,250 meters.
6. Ability to meet outlined installation time line.
7. Additional response to options outlined in the RFP.
The Committee unanimously selected WorldWide Parking, Inc., (the low bidder), as the top ranked
proposer. Proposers were given the option to bid on refurbishing the meter housings and purchasing
the City's surplus mechanical meters. The Evaluation Committee unanimously agreed that the bids
received for these two items were inadequate and agreed to recommend that the City place these
items out for competitive bid. In accordance with the terms of the RFP, the City Manager reviewed
the Evaluation Committee's recommendation and concurred with its ranking of the proposals.
On July 1, 1998, the Mayor and City Commission authorized the Administration to accept the
ranking of the proposals received pursuant to request for proposals No. 43-97/02 providing for the
lease-purchase of 9,250 electronic parking meters and authorized the administration to enter into
negotiations for a contract with the number one ranked firm, WorldWide Parking, Inc.,.
ANAL YSIS:
Included in the lease-purchase agreement are the following materials and services:
1. 9,250 fully electronic parking meter mechanisms, along with training, software, and hardware
related to their operation.
2. 11,000 Medeco electronic vault key locking systems, with software, training and spare parts.
3. 10,000 parking meter housing non-glare vandal resistant clear domes.
4. 10,000 instructional plates (vault door)
5. 10,000 rate plates.
6.5 years of upgrades assuring state of the art equipment and software at the conclusion of the lease-
purchase agreement.
The interest rate per annum for this agreement is 5.1925%. The cost to the City for the entire lease-
purchase agreement will be $3,002,024 which is composed of$2,560,169 in principal and $441,855
in interest.
Upon the conclusion of the five (5) year lease-purchase contract, the City shall take full ownership
of all of the items contained in the contract for the nominal sum of$1.00.
CONCLUSION:
The Mayor and City Commission should authorize the Mayor and City Clerk to enter into a five (5)
year lease-purchase contract with WorldWide Parking, Inc., pursuant to request for proposals No.
43-97/02 for the lease-purchase of 9,250 electronic parking meters.
The electronic parking meter mechanisms and debit card system will be fully installed and
operational by November 30, 1998.
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T:\AGENDA \JUL 1598\REGULAR\CMELECME. WPD
Lease Purchase Agreement
This Lease Purchase Agreement together with all exhibits, schedules, addenda,
riders and attachments hereto (the "Lease") is made and entered by and between
World Wide Parking, Inc. ("Lessor") and the City of Miami Beach, Florida ("Lessee"),
effective as of the /5thday of July, 1998.
1. INCORPORATION OF PROPOSAL. This Lease is made and entered into in
accordance with the following documents (together, the "Proposal Documents"):
A. City of Miami Beach Request for Proposals No. 43-97/02, "The Lease
Purchase of 9,250 Electronic Parking Meters," dated April 2, 1998;
B. Amendment NO.1 to RFP, dated April 28, 1998, and
C. The Proposal dated May 14, 1998, submitted by the Lessor to the Lessee,
specifically including the portion designated "Prime Proposal" on pages 30
and 31 thereof (the "Prime Proposal"), but excluding the "Options" listed
on pages 32 through 36 thereof and in Section VI thereof.
The Proposal Documents are incorporated herein by reference and are made a part of
this Lease as if set forth in full, subject to the modifications set forth herein.
Notwithstanding the foregoing, all specifications as set forth by the City in RFP No. 43-
97/02, and all amendments thereto, are made as part of this Lease without
modification, and must be met by Lessor.
2. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Lease,
Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, all
Equipment described in the Prime Proposal as modified and reflected on Exhibit A
attached hereto and made a part hereof, in accordance with the Proposal Documents
and this Lease. In the event of any inconsistency between the Proposal Documents
and this Lease, the terms of this Lease shall govern.
3. CERTAIft( DEFINITIONS. All terms defined in this Lease are equally applicable
to both the singular and plural form of such terms. (a) "Schedule" means each Lease
Schedule (in the form of Exhibit B attached hereto) signed and delivered by Lessee and
Lessor. Lessee and Lessor agree that each Schedule (except as otherwise expressly
provided in said Schedule) incorporates by reference all of the terms and conditions of
this Lease and the Proposal Documents, (b) "Lease" means this Lease, and each
Schedule incorporated herein, (c) "Equipment" means the property described on Exhibit
A attached hereto, as listed from time to time on each Schedule, (d) "Lien" means any
security interest, lien, mortgage, pledge, encumbrance, judgment, execution,
attachment, warrant, writ, levy, other judicial process or claim of any nature whatsoever
by or of any person, and (e) 'Termination Value" means the present value (calculated
by employing a discount rate of 5.1295%) of the scheduled Rent Payments for the
balance of the Lease Term, with respect to any item of Equipment.
4. LEASE TERM. The term of the Lease of the Equipment ("Lease Term")
commences on the first date any of such Equipment is accepted by Lessee pursuant to
Section 6 hereof and, unless earlier terminated as expressly provided in this Lease,
continues until Lessee's payment and performance in full of all of Lessee's obligations
under this Lease.
5. RENT PAYMENTS.
5.1 Lessee agrees to pay to Lessor the rent payments in the amounts and at
the times as set forth in the Schedules ("Rent Payments"). A portion of each Rent
Payment is paid as and represents the payment of interest at the rate of 5.1295% per
annum. Rent Payments will be payable for the Lease Term in U.S. dollars, without
notice or demand at the office of Lessor (or such other place as Lessor may designate
from time to time in writing).
5.2 If Lessor receives any payment from Lessee later than ten (10) days from
the due date, Lessee shall pay Lessor on demand as a late charge one percent (1 %) of
such overdue amount, limited, however, to the maximum amount allowed by law.
6. DELIVERY; ACCEPTANCE; DELIVERY SCHEDULE.
6.1 Lessor shall arrange for the transportation and delivery of all Equipment to
Lessee's warehouse location at 17th St. Garage, 4th Level, 600 17th St, Miami Beach
Florida 33139 (the "Warehouse") in Miami Beach, Florida (the "Location").
6.2 Lessee shall evidence its acceptance of any Equipment by signing the
delivery shipping receipt and delivering to Lessor the applicable Schedule.
6.3 Pursuant to the Proposal Documents and Exhibit A to this Lease, Lessor
agrees to deliver not less than 3,000 POM Model APM-E fully electronic parking meter
mechanisms including POM meter manager software ("POM Meters") and 3,000
Medeco vault door locking devices and the related software within 30 days following the
date hereof; 3,000 additional POM Meters and Medeco vault door locking devices and
the related software within 60 days following the date hereof; and the balance of the
total of 9,250 POM Meters and 11,000 Medeco vault door locking devices and the
related software within 90 days following the date hereof. At least 4 Husky FS-3 Data
Terminals including recharging/downloading cradles, cables, and all necessary
accessories shall be provided with the first delivery of POM Meters. All other items of
Equipment listed on Exhibit A shall be delivered within 90 days following the date
Page 2
hereof. Notwithstanding any provision in this Lease or the Proposal Documents to the
contrary, the training services included on Exhibit A shall be provided by Lessor within
the first sixty (60) months following the date hereof, at such times as shall be
determined by the Lessee. Lessor agrees to perform its obligations diligently.
7. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS.
7.1 Lessee represents that it has appropriated and budgeted the necessary
funds to make all Rent Payments required for the remainder of the fiscal year in which
the Lease Term commences; and that it intends to make Rent Payments for the full
Lease Term as scheduled on the applicable Payment Schedule so long as funds are
appropriated in each fiscal year by its governing body. Rent Payments shall be payable
out of funds designated by Lessee therefor. Lessor agrees that the Lease will not be a
general obligation of Lessee and that the Lease shall not constitute a pledge of either
the full faith and credit of Lessee or the taxing power of Lessee.
7.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal
year for Rent Payments or other payments due under the Lease and if other funds are
not available for such payments, then a "Non-Appropriation Event" shall be deemed to
have occurred. If a Non-Appropriation Event occurs, then: (a) Lessee shall give Lessor
immediate notice of such Non-Appropriation Event and provide written evidence of such
failure by Lessee's governing body; (b) on the Return Date (hereinafter defined),
Lessee shall return to Lessor all, but not less than all, of the Equipment, at Lessee's
sole expense, in accordance with Section 22 hereof; and (c) the Lease shall terminate
on the Return Date without penalty or expense to Lessee, provided, that Lessee shall
pay all Rent Payments and other amounts payable under the Lease for which funds
shall have been appropriated or are otherwise available, provided further, that Lessee
shall pay month-to-month rent at the rate set forth in the Lease for each month or part
thereof that Lessee fails to return the Equipment under this Section 7.2. "Return Date"
means the last day of the fiscal year for which appropriations were made for the Rent
Payments due under the Lease.
8. Lessor will assign the warranties from POM, Medeco and Husky to Lessee.
Lessor will guarantee for a period of five (5) years from date of delivery, to repair or
replace any part or module determined to be defective in material or workmanship
under normal use and service at no additional cost to the Lessee. This shall include all
labor, shipping, pick up and delivery cost. Warranties will commence with placement of
mechanism in service, not stock.
9.1 Upon Lessee's acceptance of any Equipment under this Lease, title to the
Equipment shall vest in Lessee, subject to Lessor's soourity intorm:t thomin ::md ::111 of
9. TITLE; 6EGUnlTY INTCI1CGT
Page 3
Le!!or's other rights under such Lease including, without limitation, Sections 20 and 22
hereof.
9.2
Lessor a first priority security interest in any and all 0 now existing or
hereafter acquired . execute and deliver to Lessor all necessary
. . .
9.3 u
Payments and all other am
10. PERSONAL PROPERTY. All Equipment is and will remain personal property
and will not be deemed to be affixed or attached to real estate or any building thereon.
11. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense:
(a) repair and maintain all Equipment in good condition and working order and supply
and install all replacement parts or other devices when required to so maintain the
Equipment or when required by applicable law or regulation; which parts or devices
shall automatically become part of the Equipment; and (b) use and operate all
Equipment in a careful manner in the normal course of its operations and only for the
purposes for which it was designed in accordance with the manufacturer's warranty
requirements, and comply with all laws and regulations relating to the Equipment. No
maintenance or other service of any Equipment will be provided by Lessor. Lessee will
not make any alterations, additions or improvements ("Improvements") to any
Equipment without Lessor's prior written consent unless the Improvements may be
readily removed without damage to the operation, value or utility of such Equipment,
but any such Improvements not removed prior to the termination of this Lease shall
automatically become part of the Equipment.
12. LOCATION; INSPECTION. The Lessee agrees to provide Lessor with
reasonable access to the Equipment for purposes of auditing the proper installation and
maintenance of the Equipment by the Lessee.
13. LIENS, SUBLEASES AND TAXES.
13.1 Lessee shall keep all Equipment free and clear of all Liens except those
Liens oreated under its Loase. Lessee shall not sublet or lend any Equipment or permit
it to be used by anyone other than Lessee or Lessee's employees. /
Page 4
14. RISK OF LOSS.
14.1 Lessee bears the entire risk of loss, theft, damage or destruction of any
Equipment in whole or in part from any reason whatsoever ("Casualty Loss") from the
time the Equipment is accepted by Lessee until such Equipment is returned to Lessor.
Proceeds of any insurance recovery shall be used by Lessee to satisfy its obligations
under this Section 14, and obligations under this Lease.
14.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately
notify Lessor of the same and Lessee shall, unless otherwise directed by Lessor,
immediately repair the same.
14.3 If Lessor determines that any item of Equipment has suffered a Casualty
Loss beyond repair ("Lost Equipment"), then Lessee shall at its option, either, (a)
immediately replace the Lost Equipment with similar equipment in good repair,
condition and working order free and clear of any Liens (except Lessor's Liens) and
deliver to Lessor a bill of sale covering the replacement equipment, in which event such
replacement equipment shall automatically be Equipment under this Lease; or (b) on
the next scheduled Rent Payment date, pay Lessor (i) all amounts owed by Lessee
under this Lease, including the Rent Payment due on such date plus (ii) an amount
equal to the applicable Termination Value for such Equipment. If Lessee is making
such payment with respect to less than all of the Equipment under this Lease, then
Lessor will provide Lessee with the pro rata amount of the Rent Payment and
Termination Value to be paid by Lessee with respect to the Lost Equipment.
15. PURCHASE OPTION. Upon thirty (30) days prior written notice by Lessee to
Lessor, and so long as there is no Event of Default then existing, Lessee shall have the
option to purchase all, but not less than all, of the Equipment covered by the Lease, on
any Rent Payment due date, by paying to Lessor all Rent Payments then due (including
accrued interest, if any) plus the Termination Value as of that date for the subject
Equipment. Upon satisfaction by Lessee of such purchase conditions, Lessor shall
release its Lien on such Equipment and Lessee shall retain its title to such Equipment
Upon expiration of the Lease Term, Lessee shall have the right to purchase all of the
equipment covered by the Lease for the nominal amount of one dollar ($1.00) in U.S.
currency. In the event of said purchase, Lessee shall release its Lien on such
Equipment and Lessee shall retain its title to same.
16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to this
Lease, Lessee hereby represents and warrants to Lessor that:
(a) Lessee has full power, authority and legal right to execute and deliver this
Lease and to perform its obligations under this Lease, and all such actions have been
duly authorized by appropriate findings and actions of Lessee's governing body;
Page 5
(b) this Lease has been duly executed and delivered by Lessee and
constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance
with its terms;
(c) this Lease is authorized under, and the authorization, execution and
delivery of this Lease complies with, all applicable federal, state and local laws and
regulations (including, but not limited to, all open meeting, public bidding and property
acquisition laws) and all applicable judgments and court orders;
(d) the execution, delivery and performance by Lessee of its obligations
under this Lease will not result in a breach or violation of, nor constitute a default under,
any agreement, lease or other instrument to which Lessee is a party or by which
Lessee's properties may be bound or affected;
(e) there is no pending, or to the best of Lessee's knowledge threatened,
litigation of any nature which may have a material adverse effect on Lessee's ability to
perform its obligations under this Lease; and
(f) Lessee is a state, or a political subdivision thereof, as referred to in
Section 103 of the Internal Revenue Code of 1986 (the "Code"), and Lessee's
obligation under this Lease constitutes an enforceable obligation issued on behalf of a
state or a political subdivision thereof.
17. TAX COVENANTS. Lessee hereby covenants and agrees that:
(a) Lessee shall comply with all of the requirements of Section 149(a) and
Section 149(e) of the Code, as the same may be amended from time to time, and such
compliance shall include, but not be limited to, keeping a complete and accurate record
of any assignments of this Lease and executing and filing Internal Revenue Form
8038G or 8038GC, as the case may be, and any other information statements
reasonably requested by Lessor.
(b) Lessee shall not do (or cause to be done) any act which will cause, or by
omission of any act allow, this Lease to be an "arbitrage bond" within the meaning of
Section 148(a) of the Code or this Lease to be a "private activity bond" within the
meaning of Section 141 (a) of the Code; and
(c) Lessee shall not do (or cause to be done) any act which will cause, or by
omission of any act allow, the interest portion of any Rent Payments to be or become
includable in gross income for Federal income taxation purposes under the Code.
Page 6
18. ASSIGNMENT.
18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor otherwise
dispose of, this Lease or any Equipment or any interest in this Lease or Equipment.
18.2 Notwithstanding any provision in the Proposal Documents to the contrary,
and upon prior notice to the City, Lessor may assign its rights, title and interest in and to
this Lease or any Equipment, and/or may grant or assign a security interest in this
Lease and its Equipment, in whole or in part, to any party at any time. Any such
assignee or lienholder (an "Assignee") shall have all of the rights of Lessor under this
Lease. Unless otherwise agreed by Lessee in writing, any such assignment transaction
shall not release Lessor from any of Lessor's obligations under this Lease or the
Proposal Documents. An assignment or reassignment of any of Lessor's right, title or
interest in this Lease shall be enforceable against Lessee only after Lessee receives a
written notice of assignment which discloses the name and address of each such
Assignee. Lessee shall keep a complete and accurate record of all such assignments
in the form necessary to comply with Section 149(a) of the Code. Lessee agrees to
acknowledge in writing any such assignments if so requested.
18.3 Subject to the foregoing, this Lease inures to the benefit of and is binding
upon the heirs, executors, administrators, successors and assigns of the parties hereto.
19. EVENTS OF DEFAULT BY LESSEE. "Event of Default" means the occurrence
of anyone or more of the following events as they may relate to such Lease: (a)
Lessee fails to make any Rent Payment (or any other payment) as it becomes due in
accordance with the terms of this Lease, and any such failure continues for ten (10)
days after the due date thereof; (b) Lessee fails to perform or observe any of its
obligations under Sections 13, or 18.1 hereof; (c) Lessee fails to perform or observe
any other covenant, condition or agreement to be performed or observed by it under
this Lease and such failure is not cured within ninety (90) days after receipt of written
notice thereof by Lessor; (d) any statement or representation made by Lessee in this
Lease or in any writing delivered by Lessee pursuant thereto or in connection therewith
proves at any time to have been false, misleading or erroneous in any material respect
as of the time when made; (e) Lessee applies for or consents to the appointment of a
receiver trustee, conservator or liquidator of Lessee or of all or a substantial part of its
assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy,
insolvency or similar law, or a petition in a proceeding under any federal or state
bankruptcy insolvency or similar law is filed against Lessee and is not dismissed, within
sixty (60) days thereafter.
20. REMEDIES OF LESSOR. If any Event of Default occurs, then Lessor may, at its
option, exercise anyone or more of the following remedies:
Page 7
~
(a) Lessor may require Lessee to promptly return all Equipment to Lessor in
the manner set forth in Section 22 (and Lessee agrees that it shall so return the
Equipment);
(b) Lessor may terminate this Lease as to any and all Equipment;
(c) Lessor may exercise any other right, remedy or privilege which may be
available to Lessor under applicable law; or by appropriate court action at law or in
equity.
None of the above remedies is exclusive, but each is cumulative and in addition
to any other remedy available to Lessor. Lessor's exercise of one or more remedies
shall not preclude its exercise of any other remedy. No delay or failure on the part of
Lessor to exercise any remedy under this Lease shall operate as a waiver thereof, nor
as an acquiescence in any default, nor shall any single or partial exercise of any
remedy preclude any other exercise thereof or the exercise of any other remedy.
21. TERMINATION FOR CONVENIENCE BY LESSEE. Notwithstanding any of the
terms and conditions as set forth in this Lease, Lessee may terminate this Lease at its
sole discretion, without cause and for its convenience, at any time during the Lease
Term by giving Lessor thirty (30) days written notice of its intention of same. In the
event of a Termination for Convenience, Lessee shall return to Lessor all, but not less
than all, of the Equipment, at Lessee's sole expense, in accordance with section 22
hereof; and the ~ase shall terminate without penalty or expense to Lessee, provided
that Lessee shall pay all Rent Payments under the Lease, payable only up to the date
of such Termination for Convenience; provided further, that Lessee shall pay month-to-
month rent at the rate set forth in the Lease for each month or part thereof that Lessee
fails to return the Equipment under this Section.
22. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of this
Lease, including any termination thereof pursuant to Section 21 of this Lease, to obtain
possession of any Equipment or if Lessee is obligated at any time to return any
Equipment, then Lessee shall, at its sole expense and risk, immediately de-install,
disassemble, pack, crate, insure and return the Equipment to Lessor (all in accordance
with applicable industry standards) at any location in the continental United States
selected by Lessor. Such Equipment shall be in the same condition as when received
by Lessee (reasonable wear, tear and depreciation resulting from normal and proper
use expected), shall be in good operating order and maintenance as required by this
Lease and, shall be free and clear of any Liens (except Lessor's Lien). Until Equipment
is returned as required above, all terms of this Lease shall remain in full force and effect
including, without limitation, obligations to pay Rent Payments and to insure the
Equipment.
Page 8
23. LESSOR'S DEFAULT. Notwithstanding any provision of the Proposal
Documents to the contrary, Lessor shall be entitled to written notice and thirty (30) days
to cure any default before Lessee shall be entitled to exercise any right of termination.
(Except Lessee's right to Terminate for Non-Appropriation and for Convenience).
25. INDEMNIFICATION. The Lessor agrees to indemnify and hold harmless the
Lessee/City of Miami Beach and its officers, employees, and agents, from and against
any all actions, claims, liabilities, losses and expenses, including but not limited to
attorneys' fees, for personal, economic or bodily injury, wrongful death, loss of or
damage to property, in law or in equity, which may arise or be alleged to have arisen
from the negligent acts or omissions or other wrongful conduct of the Lessor, its
employees, or agents in connection with Lessor's duties and obligations as set forth in
this Lease; the Lessor shall pay all such claims and losses and shall pay all such costs
and judgments which may issue from any lawsuit arising from such claims and losses,
and shall pay all costs expended by the Lessee/City in the defense of such claims and
losses, including appeals.
24. LAW GOVERNING; JURISDICTION AND VCNUC; VVAIVCI1 or JUI1Y TI1IAL.
This Lease shall be governed by the laws of the State of Florida.
26. NOTICES. All notices to be given under this Lease shall be made in writing and
either personally delivered or mailed by certified mail to the other party at its address
set forth below or at such address as the party may provide in writing from time to time.
Any such notices shall be deemed to have been received when personally delivered, or
five (5) days subsequent to mailing.
All notices from the Lessor to the City shall be deemed duly served if mailed to:
Office of the City Manager
Mr. Sergio Rodriguez
with a copy to
City Attorney
Mr. Murray Dubbin
1700 Convention Center Drive
Miami Beach, FI 33139
and with a copy to
Parking Director
Mrs. Jacqueline Gonzalez
777 17th St.
Suite 200
Miami Beach, FI 33139
Page 9
All notices from the Lessor to the Lessee shall be deemed duly served if mailed to:
WorldWide Parking Inc.
President/CEO
Mr. Clark Selby
6000 Executive Boulevard
Suite 700
Rockville, MD 20852
27. FINANCIAL INFORMATION. Within thirty (30) days of their completion in each
fiscal year of Lessee during the term of this Lease, Lessee will deliver to Lessor upon
Lessor's request the publicly available annual financial information of Lessee.
28. OPINION OF COUNSEL; INCUMBENCY; RESOLUTIONS. Upon execution of
this Lease, Lessee will deliver to Lessor an opinion of Lessee's legal counsel in the
form attached hereto as Exhibit C; an Incumbency Certificate in the form attached
hereto as Exhibit D; and a certified copy of Resolutions adopted by the Lessee's
governing body, in the form attached hereto as Exhibit E.
29. SECTION HEADINGS. All section headings contained herein or in any
Schedule are for convenience of reference only and do not define or limit the scope of
any provision of this Lease.
30. EXECUTION IN COUNTERPARTS. Each Schedule to this Lease may be
executed in several counterparts, each of which shall be deemed an original, but all of
which shall be deemed one instrument. Only one counterpart of each Schedule shall
be marked "Lessor's Original" and all other counterparts shall be deemed duplicates.
An assignment of or security interest in any Schedule may be created through transfer
and possession only of the counterpart marked" Lessor's Original".
31. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. This Lease, together with
the exhibits attached thereto and made a part hereof and other attachments thereto,
and other documents or instruments executed by Lessee and Lessor in connection
therewith, constitute the entire agreement between the parties with respect to Lease of
the Equipment covered thereby, and this Lease shall not be modified, amended,
altered, or changed except with the written consent of Lessee and Lessor. Any
provision of this Lease found to be prohibited by law shall be ineffective to the extent of
such prohibition without invalidating the remainder of this Lease.
Page 1 0
Lessee:
City of Miami Beach
By:
Name:
Title:
Ne1din
Mayor
City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
~~
R~bert Parcher APPROVED AS TO
C1ty Clerk FORM & LANGUAGE
& FOR EXECUTION
~ 1!#Jb-, 1/ ~
ity orney
Lessor:
World Wide Parking, Inc.
BY:~/
~ Ma L. Meisel
Title: Chief Uperating Officer
6000 Executive Boulevard
Suite 700
Rockville, Maryland 20582
Page 11
ADDENDUM #1
TO THE LEASE PURCHASE AGREEMENT BETWEEN
WORLDWIDE PARKING INC. ("Lessor") AND
THE CITY OF MIAMI BEACH, FLORIDA ("Lessee")
The obligation of the Lessee to pay the amounts required herein shall constitute
a current expense of the Lessee and shall not in any way be construed to be a
debt of the Lessee in contravention of any applicable constitutional, statutory or
charter limitations or requirements concerning the creation of indebtedness of the
Lessee. THE PAYMENTS DUE UNDER THIS LEASE ARE TO BE MADE ONLY
FROM THE LESSEE'S LEGALLY APPROPRIATED FUNDS ON AN ANNUAL
BASIS, AND NEITHER THE LESSEE, THE STATE OF FLORIDA, NOR ANY
POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO
PAY ANY SUMS DUE HEREUNDER FROM THE COMPELLED LEVY OF AD
VALOREM OR OTHER TAXES EXCEPT FROM THOSE FUNDS LEGALLY
APPROPRIATED BY THE LESSEE ON AN ANNUAL BASIS, AND NEITHER
THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE LESSEE,
THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION OR AGENCY
THEREOF ARE PLEDGED FOR PAYMENT OF SUCH SUMS DUE UNDER
THIS LEASE. This Lease and the indebtedness evidenced hereby shall not
constitute a lien upon the Equipment, or any part thereof, or on any other
property owned by or within the jurisdictional limits of Lessee.
Page 12
Exhibit A
Quantity Equipment or Service Provided Price per unit Total price
9,250 POM Model APM-E fully electronic 142.62 1,319,235
parking meter mechanisms including
POM meter manager software - FOB
Miami Beach
11 ,000 Medeco electronic vault key locking 76.90 845,900
systems including 6 hand held keys,
system software package, and 80
hours training (to include all
hardware, software and training per
the Medeco Cost Summary included
in your proposal)
6 Husky FS-3 Data Terminals
including recharging/downloading
cables and necessary accessories
10,000 Non-glare vandal resistant clear 1.83 18,300
domes
10,000 Instructional plates 0.31 3,100
18 Husky FS-3 Data Terminals including 3,010.00 54,180
recharging/downloading cables and
necessary accessories
80 hours training on maintenance and 62.50 5,000
operation of the POM electronic
parking meter system, meter
management software, debit card
mapping and data terminal operations
27,750 GPM 416 Smart Cards 1.76 48,840
750 Rate plates 1.14 848
Warranty on POM Equipment 5.70 52,769
Warranty on Husky FS-3 equipment 1,200.00 21,600
Up to 1,800 Software Development
Hours to be billed at the hourly rate of
$62.50
Exhibit A - Page 2
Quantity Equipment or Service Provided Price per unit Total price
Spare Parts
1,850 Main circuit boards
1,850 Coin chutes
925 Mechanism frames
465 Debt card readers
465 Spare rechargeable batteries
925 Battery covers
Total spare parts 186,592
Tools
18 Tool belts
50 Hand tools for clearing jams
200 Test cards
3 Smart card validators
6 Multi-meters with auto functions
3 Smart card recharging kits
battery chargers sufficient to maintain
the electrical charge and optimum life
of the batteries
Total tools 3,805
EXHIBIT B
LEASE SCHEDULE NO.
Dated As Of
This Lease Schedule is attached and made a part of the Lease Purchase Agreement
described below ("Lease") between the Lessee and Lessor named below. All terms
and conditions of the Lease are incorporated herein by reference. Unless otherwise
defined herein, capitalized terms defined in the Lease will have the same meaning
when used herein.
Lease Purchase Agreement dated /5 J C( LY I q q f
A. EQUIPMENT DESCRIBED: The Equipment includes all of the property
described on Schedule A-1 attached hereto and made a part hereof.
B. EQUIPMENT LOCATION: Miami Beach, Florida
C. ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR,
LESSEE AGREES THAT: (a) LESSEE HAS RECEIVED AND INSPECTED ALL
EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES
WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (c) LESSEE
ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THIS LEASE WITH THOSE
WARRANTIES SPECIFICALLY PROVIDED IN THE LEASE AND PROPOSAL
DOCUMENTS.
D. ESSENTIAL USE: CURRENT INTENT OF LESSEE: Lessee represents and
agrees that the use of the Equipment is essential to Lessee's proper, efficient and
economic functioning or to the services that Lessee provides to its citizens and the
Equipment will be used by Lessee only for the purpose of performing its governmental
or proprietary functions consistent with the permissible scope of its authority.
E. RENTAL PAYMENTS; LEASE TERM: The Rental payments to be paid by
Lessee to Lessor, the commencement date thereof and the Lease Term of this Lease
Schedule are set forth on the Schedule A-1 attached to this Lease Schedule.
Equipment Acceptance Date:
Lessee:
Lessor:
City of Miami Beach
World Wide Parking, Inc.
By:
Name: Neisen Kasdin
Title: Mayor
. /
BY.~
N~Ma L. Meisel
Title: Chief Operating Ufficer
City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
6000 Executive Boulevard
Suite 700
Rockville, Maryland 20582
APPROVED AS TO
FORM & LANGUAGE
& FOR. EXECUTION
G-;~ "lhl'1l
City Attome Data
SCHEDULE A-1
Equipment Description
Lease Schedule No.
dated
The Equipment described below includes all attachments, additions, accessions, parts,
repairs, improvements, replacements and substitutions thereto.
Quantity Description
POM Model APM-E fully electronic parking meter mechanisms
including POM meter manager software
Rent Payment: During the period commencing on the date hereof and ending 12
months from the date of delivery of the last of the 9,250 POM
Model APM-E meters to be delivered under the Lease ("Delivery
Anniversary Date"), rent shall be paid at the rate of $4.3243 per
POM meter unit per month. During the 12 months following the
Delivery Anniversary Date, rent shall be paid at the rate of $6.26
per POM meter unit per month. During the thirteenth through lDt~
forty-ei ghth x~m<months following the Delivery Anniversary Date, rent shall be
paid at the rate of $5.25 per POM meter unit per month.
Lessee:
Lessor:
City of Miami Beach
World Wide Parking, Inc.
By:
Name:
Title:
Neis1!!ln
Mayor
By' ~ ~.__/
...:....~
~Mafc L. Meisel
Title: Chi ef Ope rat i ng Offi cer
City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
6000 Executive Boulevard
Suite 700
Rockville, Maryland 20582
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
~:t
tpi~
., ate
f
OFFICE OF THE CITY ATTORNEY
~ tI~ lIt'Oi'A.
F
L
o
R
D
A
MURRAY H. DUBBIN
City Attorney
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Telephone:
Telecopy:
(305) 673-7470
(305) 673-7002
Exhibit C
FORM OF OPINION OF COUNSEL
July 20, 1998
World Wide Parking, Inc.
6000 Executive Boulevard
Suite 700
Rockville, Maryland 20852
Re: Lease Purchase Agreement dated JaLY lL, 1998, between the City of
Miami Beach, Florida ("Lessee") and World Wide Parking, Inc. ("Lessor")
Gentlemen:
We have acted as counsel to Lessee with respect to the Lease Purchase Agreement and all
other agreements referred to therein or related thereto (collectively, the "Agreements") and various
related matters, and in this capacity have reviewed a duplicate original or certified copy of the
Agreements and such other documents as I have deemed necessary for the purposes of this opinion.
Based upon the examination of such documents, it is our opinion that:
1. Lessee is a political subdivision of the State of Florida (the "State"), duly organized,
existing and operating under the construction and laws of the State.
2. Lessee is authorized and has the power under State law to enter into all of the
Agreements, and to carry out its obligations thereunder and the transactions contemplated thereby.
3. The Agreements have been duly authorized, approved and executed by and on behalf
of Lessee, and each of the Agreements 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 creditor's
remedies and by bankruptcy, reorganization or other laws of general application relating to or
affecting the enforcement of creditor's rights.
1700 Convention Center Drive -- Fourth Floor -- Miami Beach, Florida 33139
4. The authorization, approval and execution of the Agreements and all other
proceedings of Lessee relating to the transactions contemplated thereby have been performed in
accordance with all applicable local, State and Federal laws (including open meeting laws and public
bidding and property acquisition laws).
5. Lessee is a political subdivision of the State as referred to in Section 103 of the
Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder.
Very truly yours,
RJAlkw
F:IA TTOIAGURILETTERSIWWPRKAGR.EXH
OFFICE OF THE CITY ATTORNEY - 1700 CONVENTION CENTER DRIVE - MIAMI BEACH, FLORIDA 33139
Exhibit D
CERTIFICATE OF INCUMBENCY
Lease Purchase Agreement dated JIlUf J Il, 1998, between the City of Miami
Beach, Florida ("Lessee") and World Wide Parking, Inc. ("Lessor")
I, the undersigned Secretary/Clerk identified below, do hereby certify that I am
the duly elected or appointed and acting Secretary/Clerk of the Lessee, a political
subdivision duly organized and existing under the laws of the State of Florida, that I
have the title stated below, and that, as of the date hereof, the individuals named below
are the fully elected or appointed officers of the Lessee holding the offices set forth
opposite their respective names.
[NOTE: Use same titles as Authorized Representatives stated in Resolutions.]
Name Title Signatur,eA
Neisen Kasdin Mayor ~
Name Title Signature
Name
Title
Signature
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the
o suc L ee s of the date set forth below.
c;u, [SEAL]
Si nature of Secretary/Clerk
of Miami Beach, Florida
Printed Name:
Official Title:
Date:
Robert Parcher
City Clerk
July 17, 1998
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
1t$~ -W~
r ity Attorney 0 e