HomeMy Public PortalAbout2011-30 Authorizing the purchase of two (2) rescue vehiclesRESOLUTION NO. 2011-30
A CAPITAL PROJECT AUTHORIZING RESOLUTION OF
THE VILLAGE COUNCIL OF THE VILLAGE OF KEY
BISCAYNE, FLORIDA, AUTHORIZING THE PURCHASE OF
TWO (2) RESCUE VEHICLES AND ACCOMPANYING
EMERGENCY EQUIPMENT FOR THE VILLAGE FIRE
DEPARTMENT IN AN AMOUNT NOT EXCEEDING $400,000;
AUTHORIZING THE VILLAGE MANAGER TO ENTER
INTO A LEASE PURCHASE AGREEMENT RELATED TO
THE SAME; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village received a proposal, dated September 13, 2011, from Sovereign
Bank ("Sovereign") for the purchase of 2 rescue vehicles and accompanying emergency equipment
(collectively, the "Equipment"), a copy of which is attached as Exhibit "A" (the "Proposal"); and
WHEREAS, the Village Council desires to lease purchase the Equipment for an amount
not exceeding $400,000 in substantial accordance with the terms of the Proposal and in substantially
the form of the Master Lease Purchase Agreement attached as Exhibit "B" (the "Lease Purchase
Agreement"); and
WHEREAS, the Village has taken the necessary steps, including those relating to any
applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and
WHEREAS, the Village does not reasonably anticipate that it will issue, and it has not
budgeted the issuance of, tax-exempt obligations to be issued by it in the calendar year ending
December 31, 2011, which will exceed $10,000,000, including the obligations authorized herein;
and
WHEREAS, the Village Council authorizes the Village Manager to enter into a lease
purchase agreement in substantial accordance with the terms of the Proposal and in substantially the
form of the Lease Purchase Agreement, subject to the approval of the Village Attorney as to form
and legal sufficiency; and
WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare
of the residents of the Village.
NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE VILLAGE COUNCIL
OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. Each of the recitals stated above is hereby adopted and
confirmed.
Section 2. Capital Project Authorizing Resolution. Pursuant to Village Charter
Section 3.07(b), this Resolution shall constitute a Capital Project Authorizing Resolution. The
Capital Project is the purchase of the Equipment for the Fire Department in substantial accordance
with the Proposal attached as Exhibit "A" and in substantially the form of the Lease Purchase
Agreement attached as Exhibit "B".
Section 3. Village Manager Authorized. The Village Manager is hereby authorized
to enter into a lease purchase agreement with Sovereign for the lease purchase of the Equipment in
substantial accordance with the terms of the Proposal attached as Exhibit "A" and in substantially
the form of the Lease Purchase Agreement attached as Exhibit "B", subject to the approval of the
Village Attorney as to form and legal sufficiency. The Lease Purchase Agreement is hereby
designated as a "qualified tax-exempt obligation", as defined in and for the purposes of Section
265(b)(3) of the Internal Revenue Code of 1986, as amended.
Section 4. Effective Date. This Resolution shall be effective immediately upon adoption
hereof
PASSED AND ADOPTED this 11th day of October, 2011.
2
MAYOR FRANKLIN H. CAPLA
CONCHITA H. ALVAREZ, MMC, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
VILLAGE AT
3
MASTER LEASE PURCHASE AGREEMENT 004-0001263-000
Lessee
Village of Key Biscayne
88 West McIntyre St
Key Biscayne, FL 33149
Dated as of 6/�
Lessor
Sovereign Bank
3 Huntington Quadrangle, Suite 101N
Melville, NY 11747
This Master Lease Purchase Agreement dated as of the date listed above is between Lessor and Lessee listed directly above. Lessor desires from time to
time to lease the Equipment described in Equipment Schedules (each a 'Schedule) to be attached hereto to Lessee and Lessee desires to lease such
Equipment from Lessor subject to the terms and conditions of this Agreement, which are set forth below, and the applicable Schedule.
1. Definitions:
Section 1.01, Definitions, The following terms will have the meanings indicated below unless the context clearly requires otherwise:
"Agreement' means this Master Lease Purchase Agreement.
'Budget Year' means the Lessee's fiscal year.
-Commencement Date" is the date when Lessee's obligation to pay rent begins.
'Equipment" means the items of Equipment listed on Exhibit "A' to each Schedule and all replacements, restorations, modifications and improvements.
"Lease" means this Agreement and an individual Schedule hereto, which shall collectively constitute the terms and conditions applicable to the lease of the
Equipment subject thereto.
'Lessee' means the entity listed above as Lessee and which is leasing the Equipment from Lessor under the provisions of this Agreement and a Schedule.
"Lessor means the entity originally listed above as Lessor or any of its assignees.
'Lease Term' means the Original Term and all Renewal Terms applicable to a Lease.
'Original Term' means the period from the Commencement Date until the end of the Budget Year of Lessee.
'Renewal Term' means the annual term which begins at the end of the Original Term and which is simultaneous with Lessee's Budget Year.
'Rental Payments' means the payments Lessee is required to make under this Agreement as set forth on Exhibit `B" to each Schedule made subject
thereto.
'Schedule" means a schedule substantially in the form attached hereto and all exhibits thereto pursuant to which Lessor and Lessee agree to the lease of
the Equipment described therein and which together with the terms of the Agreement applicable thereto constitutes an individual Lease.
'Slate" means the stale in which Lessee is located.
Il. Lessee Warranties
Section 2 01 Wish resger�t o each LeaseLeeeee relresenis. wants and casfenants as follows far theJlengkof Lessor of its assignees;
(a) Lessee is the State or a pollticat subdivision of the State within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended
(the "Code) or a constituted authority authorized to issue obligations on behalf of the State or political subdivision of the State within the meaning of
the treasury regulations promulgated under the Code.
(b) Lessee Is authorized under the Constitution and laws of the State to enter into this Agreement and each Schedule, and has used such authority to
properly execute and deliver this Agreement and each Schedule. Lessee has followed all proper procedures of its governing body in executing this
Agreement and each Schedule. The Officer of Lessee executing this Agreement and each Schedule has the authority to execute and deliver this
Agreement and such Schedule. This Agreement and each Schedule constitute a legal, valid, binding and enforceable obligation of the Lessee in
accordance with their terms.
(c) Lessee has complied with all statutory laws and regulations that may be applicable to the execution of this Agreement and each Schedule.
(0) Lessee shall use the Equipment only for essential, traditional government purposes.
(e) Should the Lessee cease to be an issuer of lax exempt obligations or if the obligation of Lessee created under any Lease ceases to be a tax
exempt obligation for any reason, then Lessee shall be required to pay additional sums to the Lessor or its assignees so as to bring the after tax yield
on any Lease to the same level as the Lessor or its assignees would attain if the transaction continued to be tax-exempt.
(i) Lessee has never non -appropriated funds under an agreement similar to this Agreement.
(g) Lessee will submit to the Secretary of the Treasury an information reporting statement as required by the Code with respect to each Lease.
(h) Upon request by Lessor. Lessee will provide Lessor with current financial statements, reports, budgets or ether relevant fiscal information.
(I) Lessee shall retain the Equipment free of any hazardous substances as defined in the Comprehensive Environmental Response, Compensation and
Liability Act. 42 U.S.C. 9001 et. seq. as amended and supplemented.
(j) Lessee presently intends to continue early Lease for the Original Term and all Renewal Terms as set forth on Exhibit "B' to the Schedule relating
thereto. The official of Lessee responsible for budget preparation will include In the budget request for each Budget Year the Rental Payments to
become due in such Budget year. and will use all reasonable and lawful means available to secure the appropnation of money for such Budget Year
sufficient to pay the Rental Payments coming due therein, Lessee reasonably believes that moneys can and wilt lawfully be appropriated and made
available for this purpose.
S.cihun 0 acrow Agre rn -nt. In the event both Lessor and Lessee mutually agree to utilize an escrow account, then immediately following tt%e
execution and delivery of any Schedule. Lessor and Lessee agree to execute and deliver and to cause an escrow agent to execute and deliver an escrow
agreement. Such Lease shall take effect only upon execution and delivery of the escrow agreement by the parties thereto. Lessor shall deposit or cause to
be deposited with the escrow agent for credit to an equipment acquisition fund the sum specified in such Schedule which shall be hetd, invested ana
disbursed in accordance with the escrow agreement.
Acquisition of Equipment, Rental Payments and the Purchase Option Price
Section 3,01. Acquisition; Lessee shall advise Lessor of its desire to lease Equipment and of the desired lease terms. Upon agreement by Lessor and
Lessee as to the lease of such Equipment and such terms, Lessee shall be safety responsible for the ordering of the Equipment and the delivery and
installation thereof. Lessor shall furnish to Lessee a Schedule relating to such Equipment, which shall become effective upon the execution and delivery of
such Schedule, all documents contemplated hereby and thereby with respect to such Schedule, and the earlier of Lessee's written acceptance of such
Equipment or the deposit into escrow of moneys to pay for such Equipment as provided In Section 2.02. Nothing herein shall obligate Lessor to lease any
Equipment to Lessee until Lessor shall hove concurred in wnling to the lease of such Equipment.
Section 3,02. Rental Payments Lessee shall pay Rental Payments exclusively to Lessor or its assignees in lawful, legally available money of the United
States of Amenca. The Rental Payments shall be sent to the location specified by the Lessor or its assignees. The Rental Payments shall constitute a
current expense of the Lessee and shall not constitute an Indebtedness of the Lessee. Lessor shall have the option to charge Interest at the highest lawful
rate on any Rental Payment received later than the due date. The Rental Payments will be payable without notice or demand.
aftettno_101.ReritaLeaymentb Unconditional. Except as provided under Section 4.01, THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS
AND TO PERFORM AND OBSERVE THE OTHER COVENANTS CONTAINED IN THIS AGREEMENT SHALL BE ABSOLUTE AND UNCONDITIONAL IN
ALL EVENTS WITHOUT ABATEMENT. DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE.
$ectian 3.04, Purchase Option Price. With respect to each Schedule, upon 30 days written notice, Lessee shall have the option to pay, In addition to any
1
PPante!'Payment see tt'ereurder, the eeltwee:feting Purcnase Opttcri Pelee wrench is Iisted on eht': sane inn=; on Exhibit e3 fQ sects Schedule. If Lessee chooses
this cpuce sled pays tee .'-'urcease Option Price le Lessor then Lessor will transfer any and all of its ric_ms, title and ,merest 'n the Eouiamerlt subfecl to such
Lease to Lessee
Section et "5 Lejts... Teen. file Lease Tenu 'ot necn Lease shall he the Original Tem,.. and all Rtlnewaf terms thereunder until all the Rental Payments due
thereurcer are pain as se! forth in the app(ieette: Set:eaute except as provided unr;er Section 4.01 and Senor. 9 01 below. If. after the ene1 of the budgeting
erece ss which occurs at the oral of the On ginai rerm or any Renewal rerm, testae his not terminated a Lease pursuant to Section 4.01 nereof there the
ease ferm for such Lease Snail be extern, ed ;No the next Renewal Term and the Lessee shall be coligated le make the Rental Peynterts that come due
,hide 1 sucn Renewal Term
S?„i,en i_C6. Qtaaljtrner of ''Vfefril.('tieee. LESSOR MAKES NO WARRANTY OR REPRESENTATION. Ei'r:4ER EXPRESS CR IMPLIED, AS TO THE
/,'LUE, DESIGN, CONDI "tCi I MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE OR ANY OT -ER WARRANTY VvITt RESPECT TO
le re' EQuIP,LIENT. LESSC;R SHALL ateet BE LIABLE FOR ANY INCI(ENTAL, INDIRECT, SPECIAL OR CCNSEreete +r T it\L DAMAGE ARISING CUT OF
(HE INSTALLATION, OPERAT:Cal POSSESSION. STO A.OE CR USE OF THE EQUIPMENT BY LESSEE.
IV. Non -Appropriation
egteen et hein-Approonation. If in:wee:twat funds are evadable :n Lessee's budget for the nee! teiget Year to make the Renal Payments for the next
Renewal Tenn t;rder any Lease, then Lessee snail nave the option to non -appropriate the e,nes to pay the Rental Payments for ;he next Renewal refm with
respect to such Lease. Lack of a Sufficient apprepnalion shall oe evidenced by the passage of an ordinance or resolution ey the governing body of Lessees
specifically archlhehng lessee from performing its obligations under such Lease for a designated Budget Year and all subseeeent Budget Years. If Lessee
:.`:eases this Cotten, then 311 obligations of the Lessee under sue(: Lease regarding Rental Payments for all remaining Renewal T elms snail be terminated 3t
the end of the then current Original Teter or Renewal Term without penalty or liability the Lessee of any kind provided that it Lessee, has riot delivered
oe/ssess; n of the Equipment sublet: to such Lease to Lessor as provided herein and conveyed to Lessor er released its interest to sucn Equipment cy the
end of the last Buoget Year for which Rental Payments were paid. the termination shall nevertheless be effective hut Lessee shall be responsible for the
aayrnent of damages ,n an amount equal to the arneunt of u..e Rental Payments thereafter coming due under Exhibit 'B" to the Schedule for such Lease
welch are attributable :o the number of days after such Budget Year :twee] which Lessee faits to take such actions and for any other loss suffereu by L.mScr
es a result of Lessees Were to take such actions as required. Lessee shaft immediately notify the Lesser as soon as the dee:sloe to 000-eeprcenate rs
made It such non-apprnpnahon :ccurs, then Lessee shalt deliver the Equipment to Lessor er to a location designated by Lessor at Lessee's expense,
Lessee shall be liable for all damage to the Equipment ether than nomial wear and tear, If Lessee fails to deliver such Equipment to Lessor, then Lesser
may enter the premises where such Equipment is located and take pcssesslon of the Equipment and charge Lessee for cests incurred.
V, Insurance, Damage. Insufficiency of Proceeds, Indemnification
e1! tion 5 fel resin-mei. Lessee shall maintain both casualty insurance and liability insurance at its own expense with respect to the Equipment. Lessee
snail rte, solely responsible for selecting the insurer(s) and for rnak;riq all premium payments and ensuring that all policies are continuously kept in effect
Dunne} the term of any Lease. Lessee shall provide Lessor with a Certificate of Insurance, which lists the Lessor and/or assigns as a loss payee and en
aeotttcn :l insured on ine polices with respect to- the equipment.
i.it Lessee snail ,nsure the Equipreeit against any less or damage by tire and all other risks cnvercu by the standard extended coverage
Ge•cJerseinenl then in use 'n Its; Stile and any tither risks reasonably required by Les' ct .n an amount at least equal te, the then aPel,cauie
Pete.:vise ,orlon Price of the E^u:pmw,t, Alternativety, Lessee may ;nsure the EiqUiPinill11 ierder a bt;lnket insurance policy or policies
hi i i'e :t,;h,Uty n :ranee shall 'nst..re '.eysor `revel liablIity and'prepetrty damage in any form and ar!cunl satisfactory to Lessor.
FrCviCui' heat .vitn 1-esSor S Unor written consent. Lessee may self -insure against :he nsks :escrrberl •n (ar anti (b) above Lessee shall't:rms'r
L•2SSet e`., ec,t„e ct such seif-rrisurariic' COVer3,le tonaLiglluul C3c.n Lease feral Lessee shall nol nLaler,atty modify or cancel {JC:r selt•ersurar:e::
coverage: wllhcul first giving written notice thereof to Lessor at lease 10 days in advance of sucn canceilation cr modification.
(dl All insurance policies issued or affected by this Section shall be se written or endorsed such that the Lessor and its assignees are names
additional insured and :oils payees and that all losses are payable to Lessee and Lesser or its assignees 35 their •dieresis may appear seen
policy issued or affertcd by this Section shall contain a prevision that tee insurance company shall not cancel or materially modify the edict
without riot giving awe 20 says advance notice to Lessor or its assignees Lessee. shalt furnish to Lessor certificates evideneng such coverage
throughout each Lease Term.
e ;teen eee2. Derreeeele 2i eeralriettoe of s�.�sulTiTenl• Lessee as numes the risk of loss or damage to the Equipment If the Equipment or any portion thereof
ie lest, stolen, damareu, or destroyed by tire or other casualty, Lessee will immediately tenon all such losses to all i;ossicle 'usurers and take the proper
p:ore:cures to attain all ,:isureeee proceeds :e.1 the option of Lessor Lessee snail either (1) apply tee Net Proc tads to replace, repair or restore the
Egtepme'nt or (2) apply the Net Proceeds to the applicable Purchase Cotien Puce, For purposes of this Sect on and Section 5 0C, the term Net Proceeds
snail mean the amcurt of insurance proceeds collected frorn all acniicable insurance policies after deducting ail excesses incurred in the aeattecttorr thereof
er,;een ,r_2,±, !flea teeeettcy;fret Prose ego. If there are no Nei Proceeds for whatever reason or ;f the Net Proceeds are irisufflc.ent to pay o full the cost : t
ae1;Y-eplacerfient, re) hair, restoration mode -cation or improvement of the Egiriptnent, then Lessee shall. at the option et Lesser either oamulete sucn
replacs—nen roNair, restoration rncdU1cat er; or alt:revert:8 l arm pay any ;.,'Sts thereof in excess of the amount of the Net ?rece•'ts or apply the Net
t•'ror eeils :o toe Perchase Option Pnce and pay the deficiency it any, to the Lasser.
See;on ,:a.t, Les';oe Ale jilted 3, Lessee assures all risks and liabilities, whether or nut cornered t;y iii$urarce for loss or damage to the Equiprt'ent arc
for inners to or death of any person or damage to any property whether si ch ;neon/ or death be with respect to agents or employees of Lessee Cr •lf thud
:ladies. and whether soon property damage be to Lessee's property or the property of others including. ittictit limitation liabilities for loss or 'talnea.tt•
ret:eeri to the release or threatened release of haeardcus suhstances under the Ccmnorehensa:e Environmental Response, Compensation and L audit•( Act
the Resource Censer/mien aro Recovery Act Cr similar or successor law or any state or local equivalent now exist r j er hereinafter enacted .vi'ic'1 in any
•ranrer arise out of or are incident to any possession, use, operation, Condition or storage of any Equipment by Lessee which is proximately caused i''v tee
negligent oarduct of Lessee, its effcers, employees and :agents. Lessee hereby assumes reespsns•bil•.ty for and agrees to reimburse Lessor lc; all haul:tee
etticaeons, losses, damages. penelhes, claims. actions. costs and etperses including reascn;tble attorneys' fees of whatsoN'.er kind and Hatt.'''_, •re=pocr'i1
;n ncurrea by or asserted against Lessor that in any way ;elate to or arise cut of a claim, suit re prec.eoirg based in whute or in part upon lee replicert
ccrid':ct afLessee as officers, employees and agents, to the maximum extent permitted by inw
VI. Title and Security Interest
Se,ti;r_r,_(_i_mile;. Title to the Equipment snail vest in Lessee when Lessee acquires and accepts the Equton,ent. rifle to Ire Equtprne'it subject to a Lease
will Ju an:at:catty transfer to the Lesser in !"e event Lessee fart-aperopriaias ender Section 4.01 with retteect to such Lease or :n the event Lessee defaults
ender Section 9.01 wile respect to Such Lease. to either of such events Lessee shall ere_cute anti deliver to Lessor such doc;lrnenta as Lessor may request
to evidence the passage el legal title to the Equipment subject to such tease to Lessor.
Section o.t'eeeeeectin f crest. To secure the payment of ail Lessee's obligations under each Lease, Lessee hereby grants to Lessor a security in;e'est
unite: the Urefonn Commercial Code corsttLting a first lien en the Equipment de.scr.becs more fully on E7nitat 'A- to earn Schedule. The securty interest
eesteolisned by this seotten rrciudes not only all auditions, attachments, repairs and replacements to the Equipment but also fill proceeds therefrom. -0Sse-!.
agrees that Lesser or is iraegriee may execute such aotlilional documents indlutiing financing state.:'nen'S. of J.l•+a';, notices, anent similar litstn.:nCdt'a, 'or
en behalf Of Lessee Wiper Lessor deems necessary eropprr-pria:e to protect Lessor's ,merest in the Equipment nt and it this Agreement and eacn tease
Lessee aulhonrc s Lesser to record such cocurrer,tat;:,n as necessary for Lessor to perfect its security interest
'=et:ic:n 6".03 f'ers^,ttal Prgrerty. fhe Equipment `s and snail at all times he arid remain personal property nctvethstanriirg that the Equipment or any ; ae
:reryof may be or hereafter becc:rre in any rnadreei affixed or attached to or embedded to or perl^rina^tly rested upon real property or arty building thereon
cr •lti3cfl d iii any manner to wroth is permanent by means of cement, plaster 'lads. belle screws or otherwise
2
VII. Assignment
.,5:•;liar Y nt ,AAgirime,Litbyj. tssor Al! of L:2ssci's ncnts. title and/or interest m area to £ach Lease may be cissigne: are reassigned if' whole or .r part to
aiie el more assioriees or sub -assignee (inclutlirry a registered owner for !eerie oariir'oaticn certlfoates) by Lessor at any time; withcul the eewient )f
Lessee. No such a :sigrment shall be effective as against Lessee until the assignor shall nave :lied with Lessen written nettce ':f asei }nment •dentiryintg the
aaslgree, Lessee shell pay oil Rental Payments due ureter each Lease to or at the direction of Lessor or the assigree nalnen :n the nutlet: of assignment.
eieesee snail Beet curipteete and accurate record of ad such assignments
_fie c:_en_7_fr_Ae r_t "_1g41,ewe.:None of Lessee's right, ttlle and interest under this Agreement, Armen Lease and in the Equrftmer.i may oe assigned by
..essee ur'Iess Lessor acproves el such assignment in writing before seen assignment occurs ore only after Lessee first obtains en Quieter from nationally
rocngnized counsel stating that sum assignment will not ;eoparrsree the tr x-exemot status of the obligation.
VIII. Maintenance of Equipment
c:er,tiet'1, j.si_' . Lessee shall beep the Equipment in +,joed repair ,:trio working crder. Lessor shall new no ebiigatten to inspect. test, service, maintain. repair er
make iteprevemenl5 or additions to the Equipment under any circ:rmslances. Lessee will Ce liable for all damage to the Equipment, other than normal wear
and rear, caused by Lessee, its eit' ioyees or its agents. Lessee shall pay for and obtain all permits, 'icenses and nixes necessary for the insta!iattrn.
,2oerattcn, possession. storage or use of the Equitrnenf, if the Equipment :nctudes any fitted vehicles. then Lessee: is responsible for obtaining such titles
corn ;he State and also for ensuring that Lessor :s listed as first lien holder on all of the titles. Lessee snail not use the Equipment to haul, coney
trar,seert hazardous waste as defined in the f?esu;,rce Conservation and Recovery Act, 42 U.S C. t3901 et. :eere. Lessee shall not during the tern or ups
Agreement =ate incur or assume any !ev:es, hens or encumbrances of any kind with respell to the Equipment except those created by this Agreement
The Equipment is and shall at all times ce ere remain personal preoedy Lessee ahail allow Lessor to examine snd inspect the Equipment at all re_sonante
times
IX, Default
,reeeeticn'a.tii. Everts ,_Cfe5u ;_Cytir.id, The following events shall constitute an _viint et e. !aull' With respect to a Leas:
(a1 adur. oy L•.i,t.ee to pay any Rental Payment listed on Exrihit '9' to the Scr,edtrie for fifteen 15 days after such payment is due accoruing TO tie
Payment Cate listed en Exhibit "B".
,lit Failure to pay any other oaymer,t required to be paid under this Agreement and the Schedule at the lime spec:tied nerein and tne.rein era a
centiruation of said failure for a period of flween 15 days after written notice by Lessor that such payment must ne made. If Lessee continues to
fail to pay any payment after such period, then Lessor may, but will not be obligated to, make such payments ape charge Lessee for aff costs
incurred plus interest at the highest lawful rate.
fee Failure by Lessee to observe and perform any warranty covenant, cardition, promise or duty under this Agreement or the Scr.eduke for a period
of thirty if) days of er written notice specifying such failure is given to Lessee ay Lessor, unless Lessor agrees in willing to an extens.on of time.
Lessor will not unreasonably withncld its consent to an ext_nsron of lime if corrective action is instituted by Lessee. Subsection (c) gees not sopiy
to Rental Payments ar'd ether nayirents discussed above
:el Any Statement, mated.;l omission, representation or earrarty made by LeSSee in Cr pursuant TO this itgre inert or The Schedule which areves to
tie false. ineorreci or misleading an the date when made regardless of Lessee s Intent and which materially adversely affects the r'ghis er seeriety
of Lesser under this lgieer-t'nt ctr the. applicable Schedule.
tul dry pro,:lsrrn of this egreetnenl or ;he Schedule which ceases to he '.dad fir whatever reason and the loss of such provision would .rioto!1alty
idve_rsuiy :fleet the aches or eecunly of Lessor.
;f} _:ne a em.t : in writing its inacilily to pray Its obligations. Lessee <telauit, on ore or mote of its other ore ct;it!ons _essee applies or c:.nsentS to
Inn aupaintrrrent of a rec- liver or 3 custodian to manage its affairs. Lessee snakes a general assignment for the be:'efit of creditors.
�rr_ticn ; Remediee e 7.;e(autt Vehertever any Event of Default exists with respect to any Lease, Lessor ,hail have the right to take one or arty
combination of the following remedial steps
iai 'A'iOi or ;,'ithcut terrr,inatirg the Lease Lessor nnay iieclare all Rental Payments and other amounts rt ' oble Ey t. 5500 ;hereunder In ;he end it
!re then current audgei Year to be Inimeurately due and payable
see With or without terminating the Lease. Lessor ;nay require Lessee at Lessee's exeense to reoe:ii.er any or all of tee Eouipmerrt sub}ect ;hereto to
lessor to a location specified ay Lessor St.ch delivery shall take place with in 15 days after the evert of default occurs. If Lessee tails to deliver
such Equipment Lessor may enter;ne promises .rere such Equipment is located and take possession of such Equipment and Charge Lessee for
cost incurrert.:'totlretest:indir'g that Lessor has lalten possession of such Equipment. Lessee shall still cc oettggated to pay Ire rein:em -9 }.enteil
Pai'menta ur'dnr the tease due uo until ttie et -id of the then current original Terre ^r Renewal "errs, Lessee will be liable 'cr any ';aruage to such
Y;iutpment ciusi_ri ay I.ei_ee ;r its employees ;r agents
;t:l Lessor may t& c !'rlialy. er a';'ion at law of in sillily that may 3prear ttec esar'y or desire ote to enforce its rights.
ue cti_rd? :r v WS 4zerneity_ x;li_'ayr No remedy herein conferred aeon or Iesetved to Lesser is Intended to ce .exclusive inn ::serf ;..Ct+ If—rrc, ry shall to
cumulative and shall 0e n a:trett:ei :o every other remedy given tinder the Lease now or hereafter existirq at taw or in eginee No delay ;t •orriss'Cn to
e.tcir::se any right or pfiwef .iecru'r n ,;port any default shall impair any s:ich roil or shall be construed to cc a waiver thereof.
X. Miscellaneous
Sgc ion_ 10'?i,i`7(Alce;i rill notices steel be suffictertty given one site t cc deemed given when deliverco or ma:tea by regisiercu mail postage prepa.el
the nitrites at their respective. places ::r business as first set f,2rth herein or as the parties shall designate heron tIer 'n Wr1li1'ri
S+l en tt) i12e inane f Nfr This Agreement and earn Schedule shall inure to the benefit of and mall he b!rn:rg upon Lessee and Lessor ',no '.ia r
respective successors and assigns.
,i.. t'orl 1' T. Se-yer ehele Ira Inc event any prov!s;ari of this Agreement or any Lease shall be neicf Invai:d or uric^forceable by any court of ccmpeleiu
;i,nselicttcr:, such holding 51'311 not invatidat? or render unerfcrcoanle any ether provls;On hereof.
tietCelien 1teeyK, Ameelimee ityeNtr:(,'I' e I rq N r 1,14.11111c-tepee,This Agreement r 1 C ease tray he amended, added to, Chant d Jr : e
.t... rca �� r':i .? _ :r•r, ea h L Je 'e;u L .7 �
written agreement July executed by L_ssei and Lessee
S&ct_ott_t g . Mxe It_r.+_ r.C..t:r1tftrooitt5• Th15 Atrfeereent and each Lease may he s,rre;tarei sty e<ecuted in several cni.rte-pars, each cf'i which shall ei'
an original and all ,2f •.vrirn shail constitute cut cne and ;he same Instrument.
Section 1 f% !�t: r, t tIntl.. The c,� tti ns or i'eedinge in this Agreement do not rn&"ni: l;hilt or a $ r e t e or of tvi 'e•; ,f this
_ pc C C. t:£ St:op.. intent ley ^ . ,:cr„ Sr see nS �.
A groement.
a si'9Lr?ln v' tr?'y'r�;ti!. l This Aareerni, r',t and all Schedules executed hereunder constitute the entire writing between L ess.r aril '.essee sic watvei
consent modification or change of terms of this Agreement or any Lease shall bind either party uniees in writing aid signed by oath parties area then Such
waiber ; oi'sent, mcdiitcattcr. or change snail ne effective only in the specific instance and for the specific purpose given There are eo urderstaruttn;s
agreements representations. -conditior'.s, or warranties express or rrpiicd, which are not specified herein royaroing this Agreement cr any Lease or tic'
Eituiprnent teased thereunder Any terms are: cOnditiOns of any pur'_Itase order or other decumeats submitted b', : essee itt connection with !his Agreement
:,rich arc .n addition to or inconsistent with the teems and cceflitions of this Agreement or any Lease volt not he Linoing on Lessor 3rd will nut ar.piy tc
eercemeof or any Lease
3
action 10.011 Choice of Law. Venue. gnu,(ury'.yeiver.,ltirisdiction and Venue, Lessee irrevccably submits to the nonexclusive jurisdiction of any Federal or
slate court sitting ,n New York. over any suit, action or proceeding arising out of or relating to this Agreement, Lessee irrevocably waives, to the fullest
extent ii may effectively do so under applicable law. any objection it may now or hereafter have to the laying of the venue of any such suit. action or
proceeding brought in any such court and any claim that the same has been brought in an inconvenient forum. Lessee hereby consents to any and all
process which may be served in any such suit. action or proceeding, (I) by mailing a copy thereof by registered and certified mail. postage prepaid. return
receipt requested, to the Lessee's address shown in this Agreement or as notified to the Lessor and (n) by serving the same upon the Lessee in any other
mariner otherwise permitted by law, and agrees that such service shall in every respect be deemed effective service upon Lessee.
Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives listed below.
Lessee Vill a of Key Bisc . ne
By:
Typed*
Title:
Lessor Saver
By:
Typed:
Title:
4
n Bank
a-0- 42.o L •-) i 36--d
Schedule No. 000
EXHIBIT A
DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT 004-0001263
RE: Master Lease Purchase Agreement dated as of / O//4( , between Sovereign Bank (Lessor) and Village of
Key Biscayne (Lessee)
Below is a detatted description of all the items of Equipment inclludinx auantiti, model number and serial number where applicable:
Cuantiry Serial Number
Type, Make, Mcaet
International 4300
4uantity
L
Semi Number
Type, Make, Mcr:el
International 4300
EQUIPMENT LOCATION Complete only if equipment will not be located at Lessee's address
BILLING ADDRESS: 88 West McIntyre St Key Biscayne, FL 33149
GARAGING ADDRESS: 88 West McIntyre St Key Biscayne, FL 33149
Lessee Vi . ge of Key Bisca n Lessor Sove gn Bank
By: By:
Type,,: r4N • --2 ii Typed: -r--It f'cic_ 416i_
Title: ,) e 2/ ti► VILLA G ►—f A►JA6 Title:
A-1
i;-C-r
Schedule No. 000 of Lease Agreement 004-00011263
EXHIBIT B
SCHEDULE OF PAYMENTS
Village of Key Biscayne — Amortization Schedule
Closing Date: 10/17/11
Annual payments in arrears — first payment due 10/17/12
Totals:
S416,955.70
516,955.70 S400,000.00
Rate 1.4000%
Payment
Payment
Purchase
Outstanding
Pmt #
Date
Amount
Interest
Principal
Price
Balance
10/17/2011
1 10/17/2017
2 10/17/2013
3 10/17/2014
4 10/17/2015
5 10/17/2016
S83.391.14
$83,391 14
$83,391.14
$83,391.14
583,391.14
$5,600.00
$4,510.92
$3,406.60
$2,286.82
51,151.36
$77,791 14
$78,880 22
$79,984.54
581,104.32
$82.239.78
Lessee• illage of Key Biscayne
BY: ..�•�' _ .� _
0`14ki C• G ter
TIT /V re -121 e4 tw 4,6- /.(All) ACS t`2..
DATE. v I 1 I I
$322,208.86
$243.328.64
$163,344.11
582,239 78
$0.00
S400,000.00
$322.208.86
$243,328.64
5163,344.11
$82,239.78
$0.00
VILLAGE OF KEY BISCAYNE
Office of the Village Clerk
Village Council
Franklin H. Caplan, Mayor
Michael E. Kelly, I ice Mayor
Michael W Davey
Enrique Garcia
Robert Guscnan
Mayra P. Lindsay
James S. Taintor
Village Clerk
Conchita H. Alvarez, MMC
CERTIFICATION
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
I, Conchita H. Alvarez, duly appointed Village Clerk of the Village of Key Biscayne, Florida, do
hereby certify that the attached is a true and correct copy of:
Resolution No. 2011-30 adopted by the Village Council on October 11, 2011.
IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne,
Florida, this 14th day of October, 2011.
Conchita H. Alvarez, MMC
Village Clerk
Village of Key Biscayne, Florida
88 West McIntyre Street • Suite 220 • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax (305) 365-8914
MISSION STATEMENT: "TO PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT."
www.keybiscayne.fl.gov
RESOLUTION NO. 2011-30
A CAPITAL PROJECT AUTHORIZING RESOLUTION OF
THE VILLAGE COUNCIL OF THE VILLAGE OF KEY
BISCAYNE, FLORIDA, AUTHORIZING THE PURCHASE OF
TWO (2) RESCUE VEHICLES AND ACCOMPANYING
EMERGENCY EQUIPMENT FOR THE VILLAGE FIRE
DEPARTMENT IN AN AMOUNT NOT EXCEEDING $400,000;
AUTHORIZING THE VILLAGE MANAGER TO ENTER
INTO A LEASE PURCHASE AGREEMENT RELATED TO
THE SAME; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village received a proposal, dated September 13, 2011, from Sovereign
Bank ("Sovereign") for the purchase of 2 rescue vehicles and accompanying emergency equipment
(collectively, the "Equipment"), a copy of which is attached as Exhibit "A" (the "Proposal"); and
WHEREAS, the Village Council desires to lease purchase the Equipment for an amount
not exceeding $400,000 in substantial accordance with the terms of the Proposal and in substantially
the form of the Master Lease Purchase Agreement attached as Exhibit "B" (the "Lease Purchase
Agreement"); and
WHEREAS, the Village has taken the necessary steps, including those relating to any
applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and
WHEREAS, the Village does not reasonably anticipate that it will issue, and it has not
budgeted the issuance of, tax-exempt obligations to be issued by it in the calendar year ending
December 31, 2011, which will exceed $10,000,000, including the obligations authorized herein;
and
WHEREAS, the Village Council authorizes the Village Manager to enter into a lease
purchase agreement in substantial accordance with the terms of the Proposal and in substantially the
form of the Lease Purchase Agreement, subject to the approval of the Village Attorney as to form
and legal sufficiency; and
WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare
of the residents of the Village.
NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE VILLAGE COUNCIL
OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. Each of the recitals stated above is hereby adopted and
confirmed.
Section 2. Capital Project Authorizing Resolution. Pursuant to Village Charter
Section 3.07(b), this Resolution shall constitute a Capital Project Authorizing Resolution. The
Capital Project is the purchase of the Equipment for the Fire Department in substantial accordance
with the Proposal attached as Exhibit "A" and in substantially the form of the Lease Purchase
Agreement attached as Exhibit "B".
Section 3. Village Manager Authorized. The Village Manager is hereby authorized
to enter into a lease purchase agreement with Sovereign for the lease purchase of the Equipment in
substantial accordance with the terms of the Proposal attached as Exhibit "A" and in substantially
the form of the Lease Purchase Agreement attached as Exhibit "B", subject to the approval of the
Village Attorney as to form and legal sufficiency. The Lease Purchase Agreement is hereby
designated as a "qualified tax-exempt obligation", as defined in and for the purposes of Section
265(b)(3) of the Internal Revenue Code of 1986, as amended.
Section 4. Effective Date. This Resolution shall be effective immediately upon adoption
hereof.
PASSED AND ADOPTED this l lth day of October, 2011.
2
CONCHITA H. ALVAREZ, MMC, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
U
� R
��
VILLAGE A
Schedule No. OOt] of Lease Agreement 004.0001263
EXHIBIT F
BANK QUALIFIED CERTIFICATE
RE: Master Lease Purchase Agreement dated as of 10)1 -II I , between Sovereign Bank (Lessor)
and Village of Key Biscayne (Lessee) and Schedule No. 000.
Whereas, Lessee hereby represents that it is a 'Bank Qualified" Issuer for the calendar year in which this
Agreement and Schedule are executed by making the following designations with respect to Section 265 of the
Internal Revenue Code. (A "Bank Qualified Issuer" is an issuer that issues less than ten million ($10,000,000)
dollars of tax-exempt obligations during the calendar year).
Now, therefore, Lessee Hereby designates this Agreement and Schedule as follows:
1. Designation as Qualified Tax -Exempt Obligation. Pursuant to Section 265(b)(3)(B)(ii) of the Internal
Revenue Code of 1986 as amended (the "Code"), the Lessee hereby specifically designates the Agreement
and this Schedule as a qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code. In
compliance with Section 265(b)(3)(0) of the Code, the Lessee hereby represents that the Lessee will not
designate more than $10,000,000 of obligations issued by the Lessee in the calendar year during which the
Agreement is executed and delivered as such `qualified tax-exempt obligations".
2. issuance Limitation. in compliance with the requirements of Section 265(b)(3)(C) of the Code, the Lessee
hereby represents that the Lessee (including all subordinate entities of the Lessee within the meaning of
Section 265(b)(3)(E) of the Code) reasonable anticipates not to Issue in the calendar year during which the
Agreement and Supplement are executed and delivered, obligations bearing interest exempt from federal
income taxation under Section 103 of the Code (other than 'private activity bonds" as defined in Section 141
of the Code) in an amount greater than $10,000,000.
By
(Signs re • r .ividual authorized to et+.ute this Exhibit)
Typed Name.
N tit C. G'^7 ! i. a t_ a I` , I N T'C-21 M JILL A6 /l AO G
Typed name of individual who signed directly above)
F-1
Schedule No. 000 of Lease Agreement 004.0001263
EXHIBIT H
LESSEE CERTIFICATE
RF.: Master Lease Purchase Agreement dated as of I c; i 1-/-11/ , between Sovereign Bank
(Lessor) and Village of Key (Biscayne (Lessee) and Schedule No. 000 thereto.
I, the undersigned, hereby certify that I am a duly qualified representative of Lessee and that I have been given
the authority by the Governing Body of Lessee to sign this Certificate of Acceptance with respect to the above
referenced Master Lease Purchase Agreement and Schedule No. 000_(the -Lease"). I hereby certify that:
1. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay
all Rental Payments required to be paid under the Lease during the current Budget Year of Lessee, and
such moneys will be applied in payment of all Rental Payments due and payable during such current
Budget Year.
2. The governing body of Lessee has approved the authorization, execution and delivery of the Lease on its
behalf by the authorized representative of Lessee who signed the Lease.
3. During the term of the Lease, the Equipment will be used for essential governmental functions. Such
functions are: 1 1
Ei'z e E-sCue ii 141CL,S
4. The source of funds (fund Item in budget) for the Rental Payments that come due under Exhibit B of this
Lease is as follows:
De) -1- ..5-Q-0, c t
5 Lessee reasonably expects and anticipates that adequate funds will be available for all future Rental
Payments that will come due under Exhibit B because:
U)G (4)H(- TA Lt T 1-1-e
lua_esshay s%`t Ps 'Tb /%oc.LWWE /T '4) au2 f- 1.x -&t -is EACH 1-71S C At_
Lessee
Village of Key Biscayne
BY.
TITLE:
H-1
Addend ti in to Plaster Lease Agreement #00,4-QO()1?63-OOt) dated /0// f ( between
Village of Key Biscayne as Lessee and Sovereign Battf::ts Lessor
In uccor(1t1nee \with the. terms or our f.CaSe ;lut'cetlleill It ha become nccessar: to modiry dour
\Taster Lease as outlined belcl\v.
Section I. Definitions
-'Rene .:it rents- , alter "at the end of the (Vignial Fenn- insert.
-or !11. {'1'c'1-r'11(c R,7ltltal 1t'rl!r. <!l' trO111iL'rr1'(L'.
Section I l l. Acquisition of 1'atttiptnent, Rental Payments anti the Purchase Option t'riec
Secitt,it .:.O2. Rental f't►vtttents, third scntenc4 afier "indebtedness ot'tflc (.c see" insert.
"Within I/n' i eatiN?,ti of ally t_'0i1Sf rfrli0fl /I or h'1.11:11t)/r ." r'!l !Sie.41 elf 1./k' .\'1:1,Y. 7711: Ilii\' I 11. 1. I }.1fE.\' 1.\
IRE TO lii ,t 1.•I L)E O VL }' I R1111 LE'•.ti'.SEE'.S LEGALLY 1 I .-11L,1131.1:; RE! 7 '. ( (:J' •11' "A'OI'R! I TE1) (1\
!.\.11 1/ lJ-1.SI.\. 1.\i!) .VE/771FR 1 F.S:SEL., I'lli. T-17'1',. ,\'Oli .-I.\')'
rliERl'O1• .Sii.it/. '•: Qll1.fG.-1T1-.Il i'rl 1't)' I \')'.Sl•'.1/.ti /)1''. ! \'L)I':R,1 LEAs/: I'rR('11 I1'll'.
'0.111'1;1.I1:L) LFI) Ol' .1/) !".ILORE.11 i)R O;'7llac 1;1.\I:S L,\('LI'!' FIil1II lTfr).SE ID; ill.)•
1.11/ i?!_ f / \ f ',`: ` -I 1'1'R(1/'RL I l EL) !Cy LL5SI:I: 01\ -I.\ •t \ � 1 I I. /J - .'IS t \D \ L l /VF_ R 1711.
x:11771 1.\D CREDIT \ OR 1.1111. l:1.1'L\'(i POWER O1' 1.1..>'tti1'.L. r711:.4T 177. OF 1: LORI!) 1 OR
A \ Y I'( )1:177(' I l .C'1iL)1 f 7SiO,\' 71 ri;R1-:(1/' ARE I'11E 1(if:'L) 1- OR P.1)',11EA'T St_,('1-I
t \1)1.11 1 LE I. L
Section 3.11'. t',l`, itlem:, ,utef insert.
' I portion n '+r t.:cr; RL'nia( /'ill 'in'ri! l.\ rota'til, and !'t'1Wtent) pot/new of, Tllitrl'C`li .,in/ the i'[I/wnL' 'tl el teli
I�t+)tf,ir 1':ll 111L'/!i is 1'[71:1 t14, (111(1 it %!'; 4(11(4' paS'lllt'ii t!r !wines/'el! L[1t'h Leti.it! c+; ;!I tLf i '1'1x1 fine' pin/,_:. tr
11ilert'\t t'•l!)ll;t'+Nt'lil.4' r.f c'a, 11 ILr'!lii:/ Iul'Rl:'71( Il.1l';rhlo thereto -hie!' tii'i'Tp;c+ the f cave J c:!"e1T "
Section I\ , \lin-Appropriation
`K':iilSli '' i \,on_:\pproprlattl±li :it ;he hclllniting or the par'1,'r:tph insert.
•,1l l.e'4. ' 1.1111 1 ! l ilcft,Jc'!, ,11:1 1,,7p1'ltat' ,rr t tc'!'St;se 111cT :' avtlilal'I,' ttith, 1,.
`e. ion -1.(0I N,in..\u'nroprinti,'•n delett..
L' i/w!!iieje / !!1/hi • 41re .7S'illrc% !T Le.4 ),,v s 1'lic+ tf r'i1' 114' +a'.t niter 't'1 ) c'.ir
Ind i'1_,!in;tin', in the ,an,t entetice 'delete,
i1tne (irriun f:i non -app ).'T•1::(t t1T,' 11ita% !'t!i (tie Rcitho I'.; e:le'rt) ,rt"if
A;'iii' cil tern; it 1111 r'l'-',IJ•_'e1 tli c!ic 1l (eetk _ ; 'L ' 1 lirIfic'ie?1( a';;'i tilil'rtlf(Utl ~/;4:11 !`t` et l:1(,'11. .'.1 !'i' !1 '
r:t1C�el�'L' r:1 a); '!':111icilz e n!' Pel. i!!(1T,'n ! j':1w gril':.'bins.{ +'+'!!t' t)r Lis Vet: .wL't'lri.:il/JS'
Wider 4uc'%r 1.t'<i.t L' i+'! (/ ' t1ta7'„'Ilt!!c'C( 1)1,(11':( )c'iir am/ 4((/`terf:tea
Lb.' 'set 11,1.4 :>7111n/r.
1
Section 1''l Title and Security Interest
Section 6.t)2. Security interest - in the first sentence after "Lessor .t security interest -
delete.
-under the 1 /tii ort7J ( 'onlnn1L'/Vial ("0(I(' '
In the I,t,t sentence delete ";!cilec'1..
anti replace with "evidence.'
Insert after the l;k.t sentence.
'Subject to ,l'eL'l?oit -1,(ii. Una (1111' to the extent of unpaid Rental L'(li'1Jte11l.' palable !)t
I.L'.s cce /'•ur.luaii( to a Lease (and other amounts pc-A.(1111e hr Lessee under such Lease)
(hrout.11 the end of -the then! current Original Term or Renewal 7 'rnn. Lessor .held hcn'e a
security interest Ill ate Fiptipment; provided !OWeVer. NW( With rCS/)ec'i i0 the cciirrl?'
tnfere.V'l. 1.I"'.vf r t'11t11/ han: (Mil' the remedies (IL'`'L'J'i1)t,'.l i)1 St.'c'tion V, () 7 (I/1c1.ti'1)C11I nut /1(11'L'
(i S,'L'1?t'l'C// i(Jr: t'i(1,111/'e t"l tifli 'hat t nti I L'.'• 1-c...sor to a cld ficienc t' judgment Or i0 i'e t(iiil
I e c'e .0 (!'(liii1l 111 the EqUipMeiti. ii rat1'
Section IX. 1)efal.ilt
'CCticln '2.O t N t)t. Default Liet n,-..tt. enci h 'ct;('n (t ).
%e11L:!':i i;i c1.1 t! !. )'ill U(Tit•llt:/ysr s'l'hit 1,Ni lli /'r `t'( ...rli + (!1
t) in',cYt ell') [1t tic i(i Ater ' it•• other t)bIJ'2ati[lii`-'
ti'l"Clltt:ilT .Hit i:rea ‘( ('t.. JL rt.\,'!l((''` '' I L.'.`t LJ
St:!.. t).01_itelnectic:i ti?_PCia[ilt .Li[',CttiUli (c) ,lI di.: t?k ntnin,', of the t'f' i �C11iif1iC.
"�lfliJtt'l JU tllt' rtc'ilAY!!(c'!tc-c
litset•t otter the seal,it,v in "Cntoret: its rights..
.'Lf.\kltr tt!tti 1_t".1L _ .T(':?!tilt::'C!ti'c !11C11 IH .1 !:L'(Jlt:)?t ?.1 IH ( :i u'? tic(I 1.1 (1%.':Jlt
!111!'1 t'\1 :t: the (.11t1r111t'1!1 ;T( %,J' t.,','..`<'ct ':i :(1jJYJ' C, i,k't'. HP' '!_?(f:Cy_i ".tUt'ti!J. 1'LI f'tI _ ih
ii1J11:!!'Ji t _ •i 1.. ...( 304 f /' la (u !), :l+hi 111:11 , ,.'r 'v1'!'i:. trli4 ''+r�':!+i i,, '-1 !%L I'C11!. 1:t'.t :1 _Ur
11, i r r L'' sr ( ,r!(T_(t C.3(i .\, _t( •/(ti '% ( 't%,\'Q tJ„ftt fll,tl., .;ii (' .:TT'
l'. :'t-•11 � _rill.! � L :(. .\, !(t L _ �..._ �JI;t( .r.
•'J-f+: : !rt !(le a rtrlti'wN'1 i1: !':(C . �' ('•'aic:lTl, .
lin>eri 11t`\t htlbse tltln 1 U
rtlj ;l/ll' net j'ro'c['('[(s front tilt' c}'c'/'c.'(.tiL' Of L(111' / ./1u'clt' li(JteCr Ills,. I grceniCJJ( sl1(il t ITC
(11!
D (I ds applied in the i!)ilOtt'Jl1t (J order ' prior/lt. FIRS , to (1(11' i.eN'tor , Co charge.,
tlJlij (q.\c',1 !;!whirred in (Cik!/1g. holding. r'ei airiil '. .!ell/it.. ICON/Ng or 0[114.'1'1v1,\;'
LI1TOSiilg Of. 1,(lltil)Nlt'ill, then .V((1,\ f), to the extent not prc'1'1t>l1.Y;1• paid !tt l.c' ce. ill
1a1 I. essor all Rented 1'ut'mt'ni. nm/Cr fin' appltc'(Jhlt' Lea'e ll;rolltih flit.' Je1711i1it1(.o'l [ICtIC'
1li['J! 1'111lt1.) to i)c/l the i'1(rt'11tt.tit' Ol)fiU!? I'!'iCe (1j)t)IiCtlf)IL' tus of the ('11(1 0 fjit (he'll
()ritii11Ci1 I e177i or Rene1i (a' 1erni, ci set forth in the 'c'hecliifc for s'ltcli 1:rlt(lt)l)it'uf
tile) i•O( !:1.11. io j)(t,t' clttt' reminder to [.c'1see. provided that it.t11 'ii !'['!,tech C'Xereivcd
with respect to MO/if thai1 (Jilt' /.c'(l.ti'L'. Et/dtj)i!te/1( !!Teel in more than one Lease w
under !illlrt' 111(111 !Me Lease. (lien to amounts flue f )ttrA11O)l! IO And' Ci1 clf)f)!i('(li 1011 0/ t)1O1Jr:
f)I'O l'rtla t11i1O71�:1 the Leases or I:ciil1pnu.'nt. LI.' the C c/Si' 711(11 /7t'
Section X. Miscellaneous
Section 10.08 Choice of Law, Venue and Jury Waiver, Jurisdiction and Venue,
In the first sentence delete "New York" and replace with "Florida"
Acknowledge and Accepted
Lessee: Village of Key Biscayne
L.ate=,¢T 1 1 : OAv I LL E M At) R -C7 e-2
r cknu ledge and i\cceptec
Le scar: 'overeign Bank
WEISS SEROTA HELFMAN
PASTORIZA COLE 8c BONISKE, P.L.
MITCHELL BIERMAN, P.A.
NINA L. BONISKE, P.A.
MITCHELL J. BURNSTEIN, P.A.
JAMIE ALAN COLE, P.A.
STEPHEN J. HELFMAN, P.A.
GILBERTO PASTORIZA, P.A.
MICHAEL S. POPOK, P.A.
JOSEPH H. SEROTA, P.A.
SUSAN L. TREVARTHEN, P.A.
RICHARD JAY WEISS, P.A.
DAVID M. WOLPIN, P.A.
DANIEL L. ABBOTT
GARY L. BROWN
JONATHAN N. COHEN
IGNACIO G. DEL VALLE
JEFFREY D. DECARLO
ALAN L. GABRIEL
DOUGLAS R. GONZALES
EDWARD G. GUEDES
JOSHUA D. KRUT
MATTHEW H. MANDEL
ALEXANDER L. PALENZUELA-MAURI
ANTHONY L, RECIO
BRETT J. SCHNEIDER
CLIFFORD A. SCHULMAN
LAURA K. WENDELL
ATTORNEYS AT LAW
A PROFESSIONAL LIMITED LIABILITY COMPANY
INCLUDING PROFESSIONAL ASSOCIATIONS
MIAMI-DADE OFFICE
2525 PONCE DE LEON BOULEVARD
SUITE 700
CORAL GABLES, FLORIDA 33134
TELEPHONE 305-854-0800
FACSIMILE 305-854-2323
WWW.WSH-LAW.COM
BROWARD OFFICE
200 EAST BROWARD BOULEVARD • SUITE 1900
FORT LAUDERDALE, FLORIDA 33301
TELEPHONE 954-763-4242 • FACSIMILE 954-764-7770
Sovereign Bank
3 Huntington Quadrangle, Suite 101N
Melville, NY 11747
*OF COUNSEL
October 17, 2011
LILLIAN M. ARANGO
SARA E. AULISIO
BROOKE P. DOLARA
RAOUEL ELEJABARRIETA
CHAD S. FRIEDMAN
OLIVER GILBERT•
ERIC P. HOCKMAN
HARLENE SILVERN KENNEDY'
KAREN LIEBERMAN'
JOHANNA M. LUNDGREN
ALEIDA MARTINEZ MOLINA•
KATHRYN M. MEHAFFEY
MATTHEW PEARL
TIMOTHY M. RAVICH'
AMY J. SANTIAGO
DANIEL A SEIGEL
GAIL D. SEROTA'
JONATHAN C. SHAMRES
ESTRELLITA S. SIBILA
ALISON F. SMITH
ANTHONY C. SOROKA
EDUARDO M. SOTO
JOANNA G. THOMSON
MICHELLE D. VOS
PETER D. WALDMAN'
JAMES E. WHITE
SAMUEL I. ZESKIND
Re: Lease Purchase Agreement dated October 17, 2011 between Sovereign Bank,
as Lessor, and the Village of Key Biscayne, Florida, as Lessee
Ladies and Gentlemen:
As Village Attorney to the Village of Key Biscayne, Florida, we have examined the
following:
(a) an executed counterpart of a certain Master Lease Purchase Agreement (the
"Agreement") dated October 17, 2011, and the Addenda, Exhibits and Schedules to it, by and
between Sovereign Bank (the "Lessor") and the Village of Key Biscayne, Florida (the "Lessee")
which, among other things, provides for the lease of new rescue vehicles and accompanying
emergency equipment as described in Exhibit "A" to the Agreement (the "Equipment");
(b) an executed counterpart of Resolution No. 2011-30 (the "Resolution") adopted by
the Village Council of the Lessee on October 11, 2011, which, among other things, authorized
Lessee to execute the Agreement; and
(c) such other opinions, documents and matters of law as we have deemed necessary
in connection with the following opinions. All capitalized terms not defined in this opinion shall
have the meanings ascribed to them in the Agreement.
Sovereign Bank
October 17, 2011
Page 2
Based on the foregoing, we are of the following opinions:
1. Lessee is a duly organized and validly existing municipality under the
Constitution and laws of the State of Florida (the "State"), and a duly organized political
subdivision of the State within the meaning of Section 103 the Internal Revenue Code of 1986,
as amended (the "Code"), with full power and authority to purchase the Equipment and to enter
into the Agreement and all documents related to the purchase of the Equipment and any other
documents required to be delivered in connection with the Agreement or the Equipment
(hereinafter the "Documents").
2. The Documents, including without limitation, the Agreement, have been duly
authorized and executed and are legal, valid and binding obligations of Lessee, enforceable in
accordance with their respective terms, except as enforcement may be affected by any applicable
bankruptcy, insolvency, debt adjustment, moratorium, reorganization or other similar laws of
legal or equitable principles relating to the enforcement of creditors' rights.
3. The authorization, approval and execution of the Documents and all other
proceedings of Lessee relating to the transactions contemplated thereby have been performed in
accordance with all open meeting laws, public bidding laws and all other applicable state and
federal laws.
4. There are no suits, proceedings pending or, to the best of our knowledge and
without having undertaken any investigation of the affairs of the Village outside the scope of our
normal review of matters as Village Attorney, threatened in court or before any regulatory
commission, board or other administrative governmental agency against or affecting Lessee,
which would adversely affect the transactions contemplated by the Documents or the security
interest of Lessor or its assigns, as the case may be, in the Equipment..
The opinions expressed herein are limited to questions arising under the laws of the State
of Florida and the federal laws of the United States of America. This opinion is being furnished
for the sole benefit of the Lessor and can only be relied upon by the Lessor or any permitted
assignee or sub -assignee of the Lessor under the Agreement. No other use or distribution of this
opinion, other than disclosure to government regulatory agencies to the extent required by law,
may be made without our prior written consent.
Our opinions expressed herein are predicated upon present law, facts and circumstances,
and we assume no affirmative obligation to update the opinions expressed herein if such laws,
facts or circumstances change after the date hereof
Respectfully submitted,
Weiss Serota Helfman Pastoriza Cole & Boniske, P.L.
C-6 e 3,-ttake Oc,
WEISS SEROTA HELFMAN
PASTORIZA COLE & BONISKE, P.I..
Village Council
Franklin H. Caplan, Mayor
Michael E. Itelh, Vice Mayor
Michael W. Davey
Enrique Garcia
Robert Gusman
Matra P. Lindsay
James S. Taintor
Village Manager
Genaro "Chip" Iglesias
VILLAGE OF KEY BISCAYNE
Office of the Village Manager
September 29, 201 I
Sovereign Bank
3 Huntington Quadrangle, Suite 10I N
Melville, NY 11747
Re: Schedule No. 000 Dated October 17, 2011 to Master Lease
Purchase Agreement 004-0001263 dated October 17, 201 I (the
"Lessee") by and between Village of Key Biscayne ("Lessee") and
Sovereign Bank ("Lessor").
Ladies and Gentlemen:
We have entered into the above referenced Lease for the purpose of financing SEE EXHIBIT
A (the "Equipment") in the amount of $400,000.00 (the "Financed Amount"). Lessee hereby
requests that Lessor retain $400,000.00 (the "Retained Amount"). Lessee further; requests
that Lessor hold the Retained Amount in an internal escrow pending Lessor's receipt of
confirmation from Lessee that the Equipment has been delivered, inspected and accepted for
all purposes by the Lessee and that payment can be remitted to the vendor of such
Equipment. There will be no separate escrow fee charged to Lessee for internally escrowing
the Retained Amount.
Lessee understands and agrees that interest shall accrue on the entire Financed Amount as
of the date hereof, and further understands and agrees that any interest earned on the
Retained Amount shall be paid to Lessor in consideration of managing the internal escrow
account.
Lessee acknowledges that Lessor may commingle the Retained Amount held by Lessor for
the benefit of Lessee with other funds held by Lessor for its own account, so long as Lessor
maintains segregation of such amounts on the books and records of Lessor.
Sincerely,
Signature:
Name/Title:
Date:
Oct. 11 ,2o r 1
88 West McIntyre Street • Suite 210 • Key Biscayne, Florida 33149 • (305) 365-5500 • Fax (305) 365-8936
MISSION STATED [ENT "TO PROVIDE A SAFE, QU 11,1T5 CO:1/4aILuNITY ENVIRONMIENTFOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT"
www.keybiscayne.fl.gov
Schedule No. 000 of Lease Agreement 004-OOO1263
EXHIBIT G
AGREEMENT TO PROVIDE INSI1RANCI~
Lessee: Lessor:
Name:Village of Key Biscayne: Name: Sovereign Bank
Address: 33 West Mclntyre St Address: 3 Huntington Quadrangle, Suite 101N
Kev Biscayne, FL 33149 Melville, NY 11747
Phone: 305-365-8903 Phone: 631-531-0600
Description of Equipment:
2012 Ambulance
International 4300
2012 Ambulance International 4300
I understand that to provide protection from serious financial loss, should an accident or loss occur, my lease
contract requires the equipment to be continuously covered with insurance against the risks of fire and theft, and
that failure to provide such insurance gives the Lessor the right to declare the entire unpaid balance immediately
due and payable, Accordingly. I have arranged for the required insurance through the insurance company shown
below and have requested my agent to note Lessor's interest in the equipment and name Lessor as additional
insured.
NAME OF AGENT �ober‘• Nbl lender INSURANCE COMPANY
Name- Brown brown Miami Name: Preef-t--ecl Cloverplrnet-NI-al 1i>s. T1.
Address: I y 9 60 1.) 7 q" C t" ! e 200 Policy #: 1A) C F L'i 01..3D a0111,0 D
M►Urnt Ltaae,S) FL 33610
Phone: 305-30 L 7/300
Lessee's Signatur
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