HomeMy Public PortalAboutInter-local Agreement - 01/01/2019 (5)33765 70926-001
BANCORPSOUTH EQUIPMENT FINANCE,
a division of BancorpSouth Bank
P. O. Box 15097
Hattiesburg, MS 39404-5097
601-544-3252 - 800-222-1610 - FAX 800-322-1611
Attn: Elizabeth (Betsy) Miller Roy
City of Crestview, Florida
198 North Wilson Street
Crestview , FL 32536
Please find the enclosed copies of the executed documents for Delivery
Order No. 001 to Master Contract No. 33765.
If BancorpSouth Equipment Finance can be of any further assistance,
please feel free to contact us at 800-222-1610.
Thank you for your business.
33765 70926-001
CONTRACT
SELLER:
BANCORPSOUTH EQUIPMENT FINANCE,
a division of BancorpSouth Bank
P. O. Box 15097
12 Thompson Park
Hattiesburg, MS 39404-5097
601-544-3252
BUYER:
City of Crestview, Florida
198 North Wilson Street
Crestview , FL 32536
'My 1a cAoLL 4 MA yc le
y
850-682-1560
I
TERMS AND CONDITIONS OF CONTRACT
1. Contract. (a) Buyer requests BancorpSouth Equipment Finance, a division of
BancorpSouth Bank ("Seller") to acquire the personal property (herein called "Equipment")
described in the attached Delivery Order (s). Buyer agrees to buy the Equipment from Seller and
Seller agrees to sell the Equipment to Buyer upon receipt of a duly authorized written acceptance
hereof, signed by an authorized officer of Seller at its principal office, upon the terms and
conditions of this Contract (the "Contract"). Buyer represents, covenants and warrants, and as
requested by Seller will deliver an opinion of counsel substantially in the form attached as
Exhibit B, to the effect, (i) that it is a fully constituted political subdivision or agency of the State
where the Equipment is located as set forth in Section 6 and is authorized by the Constitution and
laws of such State and its own intemal or administrative procedure to enter into the transactions
contemplated by this Contract and to carry out its obligations hereunder, and (ii) that the
Contract has been duly authorized, executed and delivered by Buyer and constitutes a
legal, valid and binding agreement enforceable in accordance with its terms except to the
extent limited by Florida and Federal laws affecting remedies and by bankruptcy,
reorganization or other laws of general application relating to or affecting the enforcement of
creditor's rights. Buyer agrees that it will do or cause to be done all things necessary to
preserve and keep the Contract in full force and effect. Buyer further represents, covenants and
warrants that Buyer has complied with all bidding requirements where necessary and by due
notification presented this Contract for approval and adoption as a valid obligation on its part
and thatBuyer has sufficientappropriations or other funds available to pay all amounts due
hereunder for current fiscal year.
(b) Buyer acknowledges that Seller has agreed to enter into this Contract on the
condition that a certain exception from nondeductibility of interest expense under .Section 265(b)
of the Internal Revenue Code of 1956 and the Regulations thereunder (the "Code") is available.
Said exception is subject to certain conditions relating to Buyer's use of the Equipment and to
Buyer's issuance of tax-exempt obligations., In that regard, Buyer represents, covenants and
warrants that :
(i) The Equipment will not be used, directly or indirectly. in a trade or
business carried on by any person other than a governmental unit, except for such use as a
member of the general public:
(ii) No portion of the Payments as defined in Section 5: (A) will be secured,
directly or indirectly. by property used or to be used in a trade or business carried on by a person
other than a governmental unit, except for such use as a member of the general public, or by
payments in respect of such property: or (B) will be derived from payments, whether or not to
Buyer, in respect of property or borrowed money used or to be used for a trade or business
carried on by any person other than a governmental unit:
(iii) No portion of the gross proceeds of the Contract will be used (directly or
indirectly) to make or finance loans to persons other than governmental units:
(iv) This Contract and the Delivery Order (s) attached hereto have been
designated as a qualified tax-exempt obligation for the purposes of Section 265 (b) of the Code:
and
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(v) I3uyer reasonably anticipates that the amount of qualified tax-exempt
obligations to be issued by Buyer (together with qualified tax-exempt obligations issued by an
entity deriving its issuing authority from Buyer or by an entity subject to substantial control by
Buyer) during the current calendar year shall not exceed S10,000,900.
(c) Buyer acknowledges and agrees that the Payments have been calculated by
Seller assuming that the interest portion of each Payment is exempt from federal income
taxation. Bayer represents, covenants and warrants that it will do or refrain from doing all things
necessary or appropriate to insure that the interest portion of the Payments is exempt from
federal income taxation, including, but not limited to, executing and filing all information
statements required by Section 149(e) of the Code and timely paying, to the extent of available
funds. amounts required to be rebated to the United States pursuant to Section 148(t) of the
Code.
(d) Buyer acknowledges that the representations, covenants and warranties set
forth in Sections 1 (b) and l (c) shall survive the expiration of this Contract and that Seller may
pursue any applicable remedies for the breach of such representations, covenants and warranties
at any time.
3. Equipment Delivery and Acceptance. At the request of Buyer, Seller agrees to order
the Equipment which Buyer has described in the Delivery .Order (s) from the supplier of such
Equipment but shall not be liable for specific performance of this order. Buyer shall accept such
Equipment when and if delivered and placed in good repair and working order and hereby
authorizes Seller to add to this Contract the serial number of each item of Equipment so
delivered. Any delay in such delivery shall not affect the validity of this Contract. Buyer shall
have thirty (30) days from the date of delivery to accept such Equipment and deliver an executed
Equipment Acceptance Notice in the form attached hereto as Exhibit D. Notice of any defects
must be given to Seller within thirty (30) days of delivery. to the event the Equipment is not
accepted by the Buyer within thirty (30) days from the date of delivery and such acceptance is
unreasonably withheld by Buyer, Seller, at Seller's option, shall have the right to cancel this
Contract.
3. Warranties. Seller hereby assigns to Buyer for and during the term of this Contract
all manufacturer warranties and guarantees express or implied, issued on or applicable to the
Equipment and Seller authorizes Buyer to obtain the customary services furnished in connection
with such warranties and guarantees at Buyer's expense. SELLER IS NOT A
MANUFACfURPA OR SUPPLIER OF THE EQUIPMENT. AND MAKES NO
WARRANTIES WITH RESPECT TO TI IE EQUIPMENT, EITIIER EXPRESS OR IMPLIED.
INCLUDING 1NIPLIED 1,VARRANTIE,S OF MERCHANTABILITY 0[2 FITNESS I:OR
PARTICULAR PURPOSE. Seller authorizes Buyer to enforce in its own name any warranty.
representation or other claim enforceable against the manufacturer. Seller assumes no
responsibility liar shipment. delivery, installation or maintenance and all claims of Buyer N%ith
respect thereto. whether for delay. damage or otherwise. shall be made against supplier. Seller. at
its option. may provide in its purchase order that supplier agrees that any of such claims may be
made by Buyer directly against suppliers. The obligation of Buyer to pay the Payments as
defined in Section > below. shall not be abated, impaired or reduced by reason of any claims of.
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the Buyer with respect to Equipment condition, quality, workmanship, delivery, shipment,
installation. defects or otherwise.
4. Contract Term. This Contract shall become effective upon the execution hereof by
Seller. The terns of this Contract shall commence on the date the Equipment is accepted pursuant
to Section 2 above, and shall end at the expiration of the number of periods indicated in Schedule
A of the Delivery Order (s) (hereinafter the "Contract Term"). The Contract shall be
automatically renewed on a year-to-year basis except as provided for in Section S and Section 14
below.
5. Pf:ments. (a) Buyer agrees to pay total Payments ("Payments") set forth in Section
A of the Delivery Order (s), including the interest, equal to the amount specified therein. Said
Payments shall be payable without notice or demand at the office of Seller (or such other place
as Seller may from time to time designate in writing). Any notice, invoicing, purchase orders,
quotations or other forms or procedures required by Buyer of Seller as a condition precedent to
payment shall be fully explained and provided to seller prior to execution of this Contract.
Except as specifically provided in paragraph (c) of this Section, Payments shall be absolute and
unconditional in all events and shall not be subject to any set-off, defense or counterclaim.
(b) Buyer reasonably believes that funds can be obtained sufficient to make all
Payments durinv. the Contract Term and hereby covenants that it will do. all things lawfully
within its power to obtain, maintain, and properly request and pursue funds from which the
Payments may be made, including making provisions for such payments to the extent necessary
in each biannual or annual budget submitted for the purpose of obtaining funding, using its bona
fide best efforts to have such portion of the budget approved. It is Buyer's intent to make
Payments for the full Contract Term if funds are legally available therefor and in that regard
Buyer represents that the use of the Equipment is essential to its proper efficient and economic
operation and that the functions performed by the Equipment could not and will not be
transferred to other equipment now available or which may be subsequently acquired for use by
Buyer during the Contract Term.
(c) in the event no funds or insufficient funds arc appropriated or otherwise
available by any means whatsoever in any fiscal year.for Payments due under this Contract, then
the Buyer shall immediately notify Seller or its assignee of such occurrence and this Contract
shall create no further obligation of Buyer as to such fiscal year and shall be null and void.
except as to the portions of Payments for which funds shall have been appropriated and
budgeted. In such event, this Contract shall terminate on the last day of the fiscal year fir which
appropriations were received without penalty or expense to Buyer of any kind whatsoever.
Subsequent to such termination of this Contract, Buyer shall have no continuine Obligation to
make Payments under this Contract. No right of action or damages shall accrue to the benefit of
Seller. or its assignee. as to that portion of this Contract which may so terminate except as
specifically provided in the last paragraph of this Section 5. In the event of such termination.
Buyer agrees to peaceably surrender possession of the Equipment to Seller or its assignee on the
date of such termination. packed for shipment in accordance with manufacturer specifications
and freight prepaid and insured to any location in the continental United States designated by
Seller. Seller shall have all legal and equitable rights and remedies to take possession of the
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Equipment.
(d) Notwithstanding the foregoing, Buyer agrees (i) that it will not cancel this
Contract underthe provisions of Section 5 (e) if any funds are appropriated to it. or by it, for the
acquisition. retention or operation of the Equipment or other equipment performing functions
similar to the Equipment for the fiscal year in which such termination occurs or the next
succeeding fiscal year thereafter, and (ii) that it will not during the Contract Term give priority in
the application of funds to any other functionally similar equipment or services. Section 5 (c)
shall not be construed so as to permit Buyer to terminate this Contract in order to acquire any
other equipment or to allocate funds directly or indirectly to perform essentially the same
applications for which the Equipment is intended.
6. Location. The Equipment shall be delivered and thereafter based at the location
specified in the Delivery Order (s) and shall not be removed therefrom without Seller's prior
written consent.
7. Use: Repairs. Buyer shall use the Equipment in a careful manner and shall comply
with all laws. ordinances and regulations relating to, and shall pay all costs, claims, damages,
fees and charges arising out of its possession, use or maintenance. Buyer, at its expense, shall
keep the Equipment in good repair and furnish all parts, mechanisms and devices required
therefor.
3. Alterations: Buyer shall not make any alterations, additions or improvements to the
Equipment without Seller's prior written consent unless such alterations, additions or
improvements may be removed without damage to the Equipment.
9. Loss and Damage, Buyer shall bear the entire risk of loss or damage to all
Equipment from any cause whatsoever, and no such loss or damage of the Equipment nor defect
therein or unfitness or obsolescence thereof shall relieve Buyer of the obligation to make
Payments or any other obligation under this Contract. In the event of damage to any item of
Equipment. Buyer shall immediately place the same in good repair. If Seller determines that any
item of Equipment is lost, stolen, destroyed or damaged beyond repair, Buyer at the option of
Seller- shall:
(a) Replace the same with like equipment in good repair; or
(h) Pay Seller in cash all of the following: (i) all amounts then owed by Buyer to
Seller under this Contract, and (ii) an amount equal to the Concluding Payment set Iorth in
Schedule A to the Delivery Order. Upon seller's receipt of such payment, Buyer shall be entitled
to whatever interest Seller may have in said item; in its then condition and location. without
warrant expressed or implied.
10. insurance. Buyer shall, during the term of this Contract. purchase and maintain
insurance. or with Seller's prior written consent may self -insure, covering, specifically all
Equipment of every description under this Contract against casualty occurrences, including the
perils of FIRE, LIGHTNING, WINDSTORM, HAIL, EXPLOSION. AIRCRAFT, VEHICLES,
SMOKE. RIOT. CIVIL COMMOTION, STRIKERS, LOCKED OUT WORKMEN OR THEFT,
BURGLARY AND WATER DAMAGE, in an amount equal to the cost of replacement of all
Equipment and with a company approved by Seller and shall carry public liability and property
damage insurance sufficient to protect Seller from liability in all events. The proceeds tinder this
insurance shall be payable to Buyer and Seller or its assignee as additional insured as their
interest may appear under the terms and conditions of this Contract. Upon acceptance of the
Equipment and upon each insurance renewal date, Buyer shall deliver to Seller or its assignee a
duly authenticated certificate evidencing such insurance. In the event of any loss, damage, injury
or accident involving the Equipment, Buyer shall promptly provide Seller with written notice
thereof and make available to Seller all information and documentation relating thereto.
11. Liens and Taxes. Buyer shall keep the Equipment free and clear of all levies, liens
and encumbrances. Buyer shall pay, when due, all charges and taxes (local, state and federal)
which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase,
possession or use of the Equipment, excluding, however, all taxes on or measured by Seller's
income. If Buyer fails to pay said charges and taxes when due, Seller shall have the right, but
shall not be obligated, to pay said charges and taxes. In any event. Buyer shall pay Seller the
amount thereof upon demand whether or not Seller shall have advanced the funds for Buyer.
12. Indemnity. To the extent permitted by Florida law, buyer shall indemnify Seller
against and hold Seller harniless from any and all claims, actions, proceedings, expenses,
damages or liabilities, arising in connection with the Equipment, including, without limitation,
its manufacture, selection, purchase, delivery., possession, use, operation or return and the
recovery of claims under insurance policies thereon.
13. Assignment, (a) Without Seller's prior consent, Buyer shall not either (i) assign,
transfer. pledge, hypothecate, grant ally security interest in or otherwise dispose of this Contract
or the Equipment or any interest in this Contract or said Equipment, or (ii) lease or lend the
Equipment or permit it to be used by anyone other than Buyer or Buyer's employees. Seller may,
without the consent of Buyer, assign its rights, title and interest in and to this Contract, and all
attachments hereto including Delivery Order (s), to various assignee/investors or their agents or
trustees, and/or gram or assign a security interest in this Contract or the Equipment, in whole or
in part and its assignee may reassign this Contract. Buyer agrees that this Contract may become a
part of a pool of contract obligations at Seller's option, and Seller or its assignees may assign or
further assign either the entire pool or a fractionalized interest therein. Each such assignee shall
have all of the rights of Seller under this Contract. Buyer shall recognize and acknowledge each
such assignment and/or security interest. Subject to the foregoing, this Contract inures to the
benefit of and is binding upon the heirs, executors, administrators, successors and assignees of
the parties hereto.
(b) This Contract and any interest herein may be transferred only through a book
env> system as prescribed by Section 149(a) of the Code, as the same racy be amended from
time to time. During the tern of this Contract, Buyer shall keep a complete and accurate record
of all assignments and other transfers in form and substance necessary to comply with Section
149tat at the Crude. Upon assignment of Seller's interest herein. Seller will causi: written notice
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of such assignment to be sent to Buyer and, upon receipt of such notice of assignment, Buyer
shall; (i) acknowledge the same in writing to Seller; and (ii) record the assignment in Buyer's
"book entry system" as that term is defined in Section 149(a) of the Code. No further action will
be required by Seller or by Buyer to evidence the assignment.
14. Prepayment. At the written request of Buyer, delivered thirty (30) days prior to a
Date of Payment as shown on Schedule A to the Delivery Order (s), Seller shall convey all of
Seller's right, title and interest in and to the Equipment to Buyer upon payment of the applicable
Concluding Payment and the Base Payment then due, if Buyer is not on such date in default
pursuant to any term of this Contract. Upon satisfaction by Buyer of such purchase conditions,
Seller shall deliver to Buyer a full release of any right, title or interest of Seller in and to the
Equipment.
15 Taxes and Title to Rquil ment. lnaddition to other payments to be made pursuant
to this Contract, to the extent premitted by Florida law. Buyer shall indemnify and hold Seller
hamiless from and against, and shall pay Seller, as additional payment, on demand, an amount
equal to, all license, assessments, sales, use, real or personal property, gross receipts or other
assessments, taxes, levies, imposts, duties and charges, if any, together with any penalties, fines
or interest thereon imposed against or on Seller, Buyer or the Equipment by any governmental
authority upon or with respect to the Equipment or the purchase, ownership, possession,
operation, return or sale of, or receipt of payments for, the Equipment, except any Federal or
state income taxes, if any, payable by Seller. Buyer may contest any such taxes priorto payment
provided such contest does not involve any risk of sale, forfeiture or loss of theEquipment or any
interest therein.
This Contract is intended for security. For purposes of laws governing taxation and
conditional sales, title to the Equipment shall be deemed to be transferred hereby to Buyer,
subject to immediate and automatic reversion to Seller upon any default by Buyer or upon failure
to appropriate sufficient funds in order to make payments required hereunder, unless Seller
otherwise elects in writing.
To secure all of its obligations hereunder, Buyer grants to Seller a first and prior
security interest in any and all right and interest of Buyer in the Equipment. the Contract and
payments due under this Contract, agrees that this Contract may be filed as a financing statement
evidencing such security interest, and agrees to execute and deliver all financing statements and
other instruments necessary or appropriate to evidence such security interest. Buyer further
agrees that the Uniform Commercial Code shall apply as between the parties hereto and
assignees of Seller.
16. Personal Property. The Equipment is, and shall at all times during the Contract
Term be and remain, personal property.
17. Security Interest, To secure all of its obligations hereunder Buyer grants to Seller a
first and prior security interest in any and all right and interest of Buyer in the Equipment, the
Contract and payments due under this Contract, agrees that this Contract may be filed as a
financing statement evidencing such security interest, and agrees to execute and deliver all
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financing statements and other instruments necessary or appropriate to evidence such security
interest. Buyer further agrees that the Uniform Commercial Code of the state shall apply as
between the parties hereto and assignees of Seller.
18. Events of Default. The Buyer shall be in default• under this Contract upon the
occurrence .of any of the following events:
(a) Nonpayment when due or within 6 days thereafter of any installment of rent or
other suet owing hereunder;
(b) Breach of any other covenant or agreement in this Contract and the
continuance of such breach for a period of 10 consecutive days following Buyer's receipt of
written notice thereof from Seller;
(c) If any representation or warranty made by Buyer or by any agent or
representative of Buyer herein or in any document or certificate furnished Seller in connection
herewith or pursuant hereto proves to be incorrect at any time in any material respect;
(d) if Buyer shall dissolve or become insolvent or bankrupt, commit any act of
bankruptcy, make any assignment for the benefit of, or enter into an arrangement or composition
with creditors, suspend or terminate the transaction of its usual business or consent to the
appointment of a trustee or receiver or if a trustee or receiver shall be appointed for Buyer or for
a substantial part of its property, or if bankruptcy, reorganization arrangeinents or similar
proceedings shall be instituted by or against Buyer;
(e) If any order, judgment or decree shall be entered against Buyer by a court of
competent jurisdiction and such order, judgment or decree shall continue unpaid or unsatisfied
for any period in excess of 60 consecutive days without a stay of execution. or if a writ or order
of attachment, execution or other legal process shall be issued in connection with any action or
proceeding against Buyer or its property whereby any of the Equipment or any substantial part of
Buyer's property may be taken or restrained;
(1) if Buyer shall default in the performance of any obligation or in payment of
any sum due to the Seller under any other lease, contract, agreement, arrangement or
understanding;
(g) if any indebtedness of Buyer for borrowed money shall become due and
payable by acceleration of the maturity date thereof; or
(hi Jf Seller, in the exercise of reasonable judgment, shall determine that Buyer is
generally not paying its debts as such debts bccotne due. In addition, Buyer shall give Seller
days' written notice prior to the tiling of any voluntary petition of bankruptcy, written notice
upon commencement of an involuntary bankruptcy proceeding, or written notice prior to taking
any action with respect to the Equipment in bankruptcy proceedings. and shall include in said
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written notice the venue of the anticipated proceedings and a copy of any relevant pleadings with
respect thereto. Failure to give said written notice within the time as specified shall constitute an
event of default hereunder and shall cause an immediate termination of this Contract as to all
items of Equipment. Said default and ternination, however, shall not constitute an election of
remedies and Seller shall retain its rights to such other remedies as may be set forth in this
Contract.
19. Remedies of Default. Upon the occurrence of any event of default and at any time
thereafter, Seller, acting alone and/or through its agents, may, without any further notice,
exercise one or more of the following remedies as Seller in its sole discretion shall elect:
(a) Declare the unpaid principal balance plus accrued interest to date under this
Contract to be immediately due and payable to the extent of the Payment budgeted and
appropriated in an approved budget by the Buyer in the current fiscal year without notice or
demand;
(b) Terminate this Contract as to any or all items of Equipment;
(c) Without notice, demand, liability or legal process, enter into any premises of or
under control or jurisdiction of Buyer or any agent of Buyer where the leased Equipment may be,
or is believed to be by Seller, and repossess all or any item thereof, disconnecting and separating
all or so much thereof as may be required to disconnect or separate same from any other
property, Buyer hereby expressly waiving all further rights to possession of the Equipment and
all claims for injuries suffered through or loss caused by such repossession;
(d) Cause Buyer, at its expense, promptly to return the Equipment to Seller, at
such place as Seller may designate, in the condition set forth above;
(e) Use, hold, sell, lease or otherwise dispose of the Equipment or any item thereof
on the premises of Buyer or at any other location without affecting the obligations of Buyer as
provided in this Contract;
(f) Sell or lease the Equipment or any part thereof, at public auction or by private
sale or lease at such time or times and upon such terms as Seller may determine, free and clear of
any rights of Buyer, and, if notice thereof is required by law, any notice in writing of any such
sale or lease by Seller to Buyer not less than lU days prior to the date thereof shall constitute
reasonable notice thereof;
(g) Proceed by appropriate action either at law or in equity to enforce performance
by Buyer of the applicable covenants of this Contract or to recover damages for the breach
thereof; or
(h) Exercise any and all rights accruing; to Seller under any applicable law upon a
default by Buyer. In addition. Seller shall be entitled to recover immediately as liquidated
damages for the loss of a bargain and not as a penalty, a sum equal to the aggregate of the
ti�[lowin�,:
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(i) All unpaid rent or other sums which are due and payable up to the date the
Equipment is returned to or repossessed by Seller,
(ii) Any expense paid or incurred by Seller in Connection with the
repossession, holding, repair and subsequent sale, lease or other disposition of the Equipment,
including attomey's fees and legal expenses, and
(iii) The purchase option price, less the net amount of the recovery, if any,
actually received by Seller from insurance or otherwise. Additionally, the measure of liquidated
damages as set forth hereinabove shall be applicable to fix the damages accruing for the
unexpired portion of the Contract term if this Contract is not assumed by the Buyer in a
bankruptcy proceeding. Should Seller, however, estimate its actual damages to exceed the
foregoing, Seller may, at its option, recover its actual damages in lieu of or in addition thereto.
None of the remedies of Seller under this Contract are intended to be exclusive, but
each shall be cumulative and in addition to any other remedy referred to herein or otherwise
available to Seller at law or in equity. Buyer agrees to pay Seller all attorneys' fees and all costs
and expenses incurred by Seller in connection with the enforcement of the terms of the Contract
or any right or remedy hereunder. Any repossession or subsequent sale or lease by the Seller of
any item of Equipment shall not bar any action -for a deficiency as herein provided and the
bringing of an action or the entry of a judgment against the Buyer shall not bar the Seller's right
to repossess any or all items of Equipment. Buyer waives any and all rights to notice and to a
judicial hearing. with respect to the repossession of the Equipment by Seller in the event of a
default hereunder by Buyer.
20. Amend ents and Addendums. This Contract may be amended or any of its terms
modified only by written consent of Buyer and Seller or its assignee.
In the event Buyer desired to buy other equipment, the parties may execute an
addendum to this Contract with respect to such other equipment by (i) executing a delivery order
for such equipment; (ii) executing an acceptance certificate of the equipment: and (iii) obtaining
new opinions and other supporting documentation as required or permitted by the Contract. For
purposes_ of construing subsequent transactions concerning other equipment as an integrated
contract, the following shall be considered a single transaction or legal and binding agreement:
(a) The Contract, which provides basic terms and conditions;
(b) An executed delivery order and acceptance certificate: and
(c) Schedules, exhibits, and other attachments to such documents that pertain to
the equipment described in the delivery order. and supporting documentation such as, e.g..
opinions of counsel and insurance certificates.
21. Notices. All notices to be given under this Contract shall be made in writing and
• l (1
mailed by certified mail, return receipt requested, to the other party at its address set forth herein
or at such address as the party may provide in writing from time to time. Any such notice shall
be deemed to have been.received five ('5) days subsequent to mailing
22. Section Headings. All section headings contained herein are for convenience of
reference only and are not intended to define or limit the scope of any provisions of this
Contract.
23. Governing Law, This Contract shall be governed by the provisions hereof and by
the laws of the State where the Equipment is located.
24. Delivery of Related Dgeuments. Buyer will execute or provide as required by
Seller, the following documents and information satisfactory to Seller:
Equipment;
(a) Equipment Acceptance Notice;
(b) Legal opinion of counsel as described in Section 1 above;
(c) Statement of Buyer describing the essential functions and uses of the
(d) Documents evidencing title and delivery;
(e) Maintenance contract regarding Equipment;
(f) Certificates of liability and casualty insurance naming Seller and its assigns as
additional insureds;
(g) Invoicing instructions; and
(h) Other documents as reasonably requested by Seller.
25. Entire Agreement: Waiver. This Contract, together with the Delivery Order (s) and
other attachments hereto. and other documents or instruments executed by Buyer and Seller in
connection herewith, constitute the entire agreement between the parties with respect to the
Equipment. Any provisions of the Contract found to be prohibited by law shall be ineffective to
the extent of such prohibition without invalidating the remainder of this Contract. The waiver by
Seller of any breach by Buyer of any term, covenant or condition hereof shall not operate as a
waiver of any subsequent breach thereof.
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26. Special Stipulations. Any amendment to standard language will be set forth in
Exhibit A attached hereto ("Special Stipulations").
SELLER:
BancorpSouth Equipment Finance
a division of BancorpSouth Bank
P.O. Box 15097
12 Thompson Park
Hattiesburg, MS 39404-5097
By: /
Title:
Date:
V \C4 fe44W--
2,12-1 k 1
BUYER:
City of Crestview, Florida
198 North Wilson Street
Crestview . FL32536
By: RO,1/-01 a/L-01)U—
Title: A.kii
2 —2 / —I 'l
Date:
12
ditesr
Jai //1-
ADDENDUM # 1 TO MASTER LEASE NO. 33765
The City of Crestview, a political subdivision of the State of Florida (the "City") and
BancorpSouth Equipment Finance, 12 Thompson Park, Hattiesburg, MS 39401 (including any
successors or assigns, the "Lessee"), enter into this Addendum # 1 to certain contract document(s)
designated as Master Lease No. 33765 (collectively and including this addendum thereto, the
"Contract") for the lease -purchase of certain equipment by the City from the Lessee consisting of
one (1) 2019 Freightliner Model 114SD, Chassis VIN 1FVHG3FEIKHKL0738 wNactor
2100PD (the "Equipment"), and for good and valuable consideration, the receipt and sufficiency
of which is acknowledged, the parties agree as follows:
1. Any provision of the Contact to the contrary notwithstanding, Florida law shall apply
herein and in the interpretation and enforcement of the Contract without regard to
Florida's choice of law rules.
2. Under Florida law, the City can only be bound to the express written terms of a contract.
State, Agency for Health Care Admin. v. MIED, Inc., 869 So.2d 13 (Fla. 1st DCA 2004);
County of Brevard v. Miorelli Eng'g, Inc., 703 So.2d 1049 (F1a.1997)
3. Under Florida law, private parties who contract with the City do so at their peril and are
bound to ascertain the legal limits of the City's authority to enter into such contracts.
Regardless of the provisions of such contracts, the City will not be bound to contractual
provisions which are contrary to Florida law. See, Ramsey v. Kissimmee, 139 Fla. 107,
190 So. 474 (Fla. 1939); City of Hollywood v. Witt, 789 So.2d 1130 (Fla. 4th DCA
2001); Palm Beach County Health Care Dist. v. Everglades Mem 7 Hosp., Inc., 658
So.2d 577 (Fla. 4th DCA 1995); City of Panama City v. T & A Utilities Contractors, 606
So.2d 744 (Fla. 1st DCA 1992); Club on the Bay. Inc. v. City of Miami Beach, 439 So.2d
325 (Fla. 3d DCA 1983), rev. den., 439 325 (Fla. 1984); Town of Indian River Shores v.
Coll, 378 So.2d 53 (Fla. 4th DCA 1979)
4. Under Florida law, the City cannot grant a security interest in real or personal property.
See, Florida Attorney General Opinion 98-71 (1998). Accordingly, no security interest
in the Equipment is granted to the Lessee
5. Under Florida law, the City cannot indemnify a private entity. See, Florida Attorney
General Opinions 2000-22 (2000); 93-34 (1993). Accordingly, the City provides no
indemnification to Lessee under the Contract.
6. Under Florida law, the City cannot be required to pay interest or penalties for late
payments except as set out in the Local Government Prompt Payments Act in Ch. 218,
Florida Statutes.
7. Any provision of the Contract to the contrary notwithstanding, the Lessee assumes all
risk that the Contract does not comply with Florida law including, without limitation,
the provisions of Florida law referenced above. The rendering of any provisions of the
Contract unenforceable by the operation of law shall not be deemed a material breach of
the Contract nor relieve any party of its rights or obligations which may remain under
the Contract. As the Lessee assumes all risk that a provision of the Contract may be
rendered unenforceable under Florida law, the Lessee shall not able to claim that it
Page 1 of 2
justifiably relied on any representation it believes may have been made by the City to it
to the contrary.
8. Any provision of the Contract to the contrary notwithstanding, the City may terminate
the Contract, without, further liability, if the equipment which is the subject of the
Contract is not delivered on time and in good repair and working order.
9. Any provision of the Contract to the contrary notwithstanding, all manufacturer
warranties and guarantees, express and implied, and rights to services in connection with
such warranties and guarantees, on the equipment which is the subject of the Contract,
shall be assigned to the City on the effective date of the Contract and may thereafter be
enforced by the City in its own name.
10. The existence of this addendum shall be referenced in the documents making up the
Contract as well as the legal opinion letter and resolution of the Board approving and
authorizing execution of the Contract. However, the failure to make any such
reference(s) shall not affect the enforceability of this addendum.
11. To the extent of any conflict between the Contract and this addendum, the provisions of
this addendum shall control.
12. The City promises that it will promptly pay the principal of and interest due under the
Contract at the place, on the dates and in the manner provided therein. The Contract
shall not be or constitute a general obligation or indebtedness of the City as a "bond"
within the meaning of Article VII, Section 12 of the Constitution of Florida, but shall be
payable solely from legally available non -ad valorem revenues of the City budgeted and
appropriated for that purposes. The Lessee shall never have the right to compel the
exercise of any ad valorem taxing power to pay amounts due under the Contract.
13. This addendum is executed contemporaneously with, and shall amend and become a part
of, Master Lease No. 33765.
4411.6
2-zi -i7.
As the City's authorized representative Date
2-19-1I 19
As tfie L-ei3's�ee's' authorized representative
Lessor s
Page 2 of 2
Date
JI-1
jONATHAN HOLLOWAY, P.A.
February 26, 2019
BancorpSouth Equipment Finance,
a division of BancorpSouth Bank
P.O. Box 15097
Hattiesburg, Mississippi 39404-5097
Re: Master Lease No. 33765 as amended by Addendum #1 to Master Lease dated 02-
21-2019 and Delivery Order No. 001, dated 02-21-2019, by and between
BancorpSouth Equipment Finance, a division of BancorpSouth Bank, as Seller, and
City of Crestview, Florida, as Buyer (the "Equipment Contract").
Ladies and Gentlemen:
I am the City Attorney for the City of Crestview, Florida (the "Buyer") and in connection
with the above -referenced transaction, I am familiar with the above -referenced Equipment
Contract (herein, the "Contract").
This opinion letter is furnished to you pursuant to Section 1 of the Contract at the request
and with the consent of the Buyer. Capitalized terms used but not otherwise defined herein shall
have the definitions set forth in the Contract. This opinion letter is limited to the matters expressly
stated herein. No opinions are to be inferred or implied beyond the opinions expressly so stated.
This opinion letter has been prepared and is to be construed in accordance with the "Report
on Third -Party Legal Opinion Customary Practice in Florida, dated December 3, 2011" (the
"Report"). The Report is incorporated by reference into this opinion letter.
In rendering the opinions set forth herein, I have relied, without investigation, on each of
the assumptions implicitly included in all opinions of Florida counsel that are set forth in the Report
in "Common Elements of Opinions — Assumptions". I have relied upon, and assumed the accuracy
of, the representations and warranties contained in the Contract supplied to me by the Buyer with
respect to the factual matters set forth therein. However, no opinion is rendered hereunder as to
the accuracy of the representations and warranties contained in the Contract except as set forth
specifically herein.
When used in this opinion letter, the phrases "to my knowledge," "known to me" or the
like means the conscious awareness I have of factual matters I recognize as being relevant to the
opinion or confirmation so qualified. Such phrases do not imply that I have undertaken any
independent investigation within my firm, with the Buyer or with any third party to determine the
existence or absence of any facts or circumstances, and no inference should be drawn merely from
420 East Pine Avenue • Crestview, Florida 32539 • (850) 398-6808
BancorpSouth Equipment Finance
February 26, 2019
Page 2
my past or current representation of the Buyer. Where any opinion or confirmation is qualified by
the phrase "to my knowledge," "known to me" or the like, it means that I am without any actual
knowledge or conscious awareness that the opinion or confirmation is untrue in any respect
material to the opinion or confirmation.
Based on my examination of the Contract and such other documents, instruments and
certificates as I have deemed relevant or necessary to form the basis for the opinions set forth in
this opinion letter, and subject to the foregoing, and further subject to the assumptions, limitations
and qualifications contained herein, I am of the opinion that:
1. The Buyer is a municipality created pursuant to general or special law authorized
or recognized pursuant to s. 2 or s. 6, Art. VIII of the State Constitution empowered to borrow
money, contract loans, and issue bonds from time to time to finance the undertaking of any capital
or other project for the purposes permitted by the State Constitution.
2. The Contract has been duly executed and delivered by the Buyer and constitutes a
valid, legal and binding obligation of the Buyer enforceable in accordance with its terms.
3. No further approval, consent or withholding of objections is required from any
federal, state or local government authority with respect to the entering into or performance by the
Buyer of the Contract and the transactions contemplated thereby.
4. The entering into and performance of the Contract and other related documents will
not violate any judgment or order applicable to the Buyer or result in any breach of, or constitute
a default under, or result in the creation of any lien, charge, security interest or other encumbrance
upon any assets of the Buyer or the leased equipment purchase pursuant thereunto or to any
indenture, mortgage, deed of trust, bank loan, credit agreement or other instrument to which the
Buyer is a party or by which it or its assets may be bound.
5. To my knowledge there are no actions, suits or other proceedings pending or, to the
knowledge of the Buyer, threatened against or affecting the Buyer in any court or before any
government commission, board or authority which if adversely determined, will have a material
adverse effect on the ability of the Buyer to perform its obligations under the Contract.
6. The equipment subject to the Contract is personal property and, when subjected to
use by the Buyer, will not be or become fixtures under the laws of the State in which it is located.
7. The City has complied with all required public bidding procedures, if any,
regarding the award of the Contract.
The foregoing opinions are subject to the following exceptions, qualifications and
limitations:
BancorpSouth Equipment Finance
February 26, 2019
Page 3
Execution and Delivery Qualification:
I did not physically witness the execution and delivery of the Contract, and my opinion
herein regarding the execution and delivery of the Contract is based, in part, on my review of
copies of executed signature pages for such Contract provided to me (electronically or otherwise).
Additionally, I have assumed for purposes of reaching my opinion that the Seller has executed the
Contract as and where required.
Remedies Opinion Qualification:
The opinions regarding enforceability of the Contract that are contained in paragraph 2
above are limited by:
1. bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and transfer, and similar law affecting the rights and remedies
of creditors generally (the "Bankruptcy Exception"); and
2. general principles of equity, regardless of whether such enforceability is
considered in a proceeding at law or in equity (the "Equitable Principles
Limitation").
In addition, certain of the provisions of the Contract might not be enforceable; nevertheless,
subject to the Bankruptcy Exception and the Equitable Principles Limitation, such
unenforceability: (i) will not render the Contract invalid as a whole, or (ii) substantially interfere
with the practical realization of the principal benefits purported to be provided by the Contract.
No Violation and No Breach or Default Qualification:
As noted in Addendum #1 to Master Lease dated 02-21-2019, the Buyer cannot grant a
security interest in and to real or personal property or be subjected to any such security interests.
Personal Property/Fixture Opinion Qualification:
I call to your attention that the definition of "fixtures" under Florida law arises under
Florida's enactment of the Uniform Commercial Code and that, as noted in Addendum #1 to
Master Lease dated 02-21-2019, the Buyer cannot grant a security interest in and to real or personal
property or be subjected to any such security interests if filing and/or perfection of a purported
security interest is attempted by a purported secured parry.
Applicable Law Qualification:
The following federal and Florida laws, rules and regulations are expressly excluded from
the scope of this opinion letter: laws, rules and regulations that are defined as the Excluded Laws
BancorpSouth Equipment Finance
February 26, 2019
Page 4
in the "Common Elements of Opinions -Limitations to Laws of Specific Jtuisdictions or to
Substantive Areas of Law; Excluded Areas of Law" section of the Report.
Other Matters:
I do not express any opinion as to the laws of any jurisdiction other than the State of Florida
and the United States of America.
This opinion letter is furnished to you solely for your benefit in connection with the
referenced matter and may not be relied upon by any other party without my prior written consent
in each instance. Further, copies of this opinion letter may not be furnished to any other party, nor
may any portion of this opinion letter be quoted, circulated or referred to in any other document
without my prior written consent in each instance.
This opinion letter speaks only as of the date hereof. I assume no obligation to update or
supplement this opinion letter if any applicable laws change after the date of this opinion letter or
if I become aware after the date of this opinion letter of any facts or other developments, whether
existing before or first arising after the date hereof, that might change the opinions expressed
above.
Sincerely,
Jonathan T. Holloway
cc: City Clerk
SPECIAL STIPULATIONS
SELLER: BancorpSouth Equipment Finance,
a division of BancorpSouth Bank
P.O. Box 15097
12 Thompson Park
Hattiesburg, MS 39404-5097
By: �j,h ; %
Title: \h. Pry; �
Date: 2 - 9=1 — 19
BUYER: City of Crestview, Florida
198 North Wilson Street
Crestview , FL 3253.E
By:
,�
Title: A/�' Y L
V , G
Date: —
—Z{ /
—NONE—
33765 70926-001
Bess:
1)6L
Jo
�ie
BancorpSouth Equipment Finance,
a division of BancorpSouth Bank
P. O. Box 15097
Hattiesburg, MS 39404-5097
tikpf( sa,fr_
Cal--€4/
Re: Master Lease No. 33765 as amended by Addendum #1 to Master Lease dated
�.— z i — to and Delivery Order No. 001 thereto, dated 2/2( , by and between BancorpSouth
Equipment Finance, a division of BancorpSouth Bank, as Seller, and City of Crestview, Florida, as
Buyer (the "Equipment Contract").
Ladies and Gentlemen:
I am attorney for City of Crestview, Florida (the 'Buyer") and pursuant to the above -referenced
transaction, I am familiar with the above -referenced Equipment Contract (the "Contract").
Based on the examination of the Contract and such other documents, records and papers as I
deemed to be relevant and necessary as the basis for my opinion set forth below, it is my opinion
that:
1. The Buyer is a political subdivision of the State of Florida empowered to issue obligations.
2. The Contract has been duly executed and delivered by the Buyer and constitutes a valid, legal
and binding obligation of the Buyer enforceable in accordance with its terms.
3. No further approval, consent or withholding of objections is required from any federal, state
or local government authority with respect to the entering into or performance by the Buyer of the
Contract and the transactions contemplated thereby.
4. The entering into and performance of the Contract and other related documents will not
violate any judgment or order applicable to the Buyer or result in any breach of, or constitute a
default tinder, or result in the creation of any lien, charge, security interest or other encumbrance
upon any assets of the Buyer or the leased equipment purchase pursuant thereunto or to any
indenture, mortgage, deed of trust, bank loan, credit agreement or other instrtpent to which the
Buyer is a party or by which it or its assets may be bound.
5. There are no actions, suits or proceedings pending or, to the knowledge of the Buyer,
threatened against or affecting the Buyer in any court or before any governmental commission, board
or authority which if adversely determined, will have a material adverse effect on the ability of the
Buyer to perform its obligations under the Contract.
6. The equipment subject to the Contract is personal property and, when subjected to use by the
Buyer, will not be or become fixtures under the laws of the State in which it is located.
7. The City has complied with all required public bidding procedures, if any, regarding the
award of the Contract.
Sincerely,
Page I of 1
33765 70926-001
DELIVERY ORDER NO: 001
Dated as of: -Z — 19 To Contract No: 33765
THIS DE .1VERY ORDER is issued pursuant to an Equipment Contract dated as of
Z1 `\ 9 (the "Contract"), between the parties to the Contract to
authorize installation 6f the Equipment listed herein. All terms used herein have the meanings
ascribed to them in the Contract.
A. PAYMENTS, TERM, TRANSPORTATION' AND DELIVERY COSTS.
The Payments required under the Contract for .the Equipment designated on this Delivery
Order are "See Schedule A". A portion of each Payment is paid as and represents payment of
interest as set forth in Schedule A hereto. Payments shall be due as follows: "See Schedule A".
Buyer shall pay transportation and/or delivery costs, if any, as set forth in Schedule B hereto.
B. LATE PAYMENTS.
There will be a charge of N/A per month based on the amount of any Payments which
remain unpaid for ten (10) days after the due date.
C. FISCAL YEAR.
Buyer's fiscal year period is from ID - 1 to q- 3 o
D. CONCLUDING PAYMENT.
Buyer shall have the option to purchase the Equipment described herein in accordance with
Paragraph 14 of the Contract upon payment of the Concluding Payment Amount set forth in
Schedule A hereto plus the payment then due.
E. EQUTPMENT DESCRIPTION.
The Equipment as defined in the Contract includes the following: One (1) 2019 Freightliner
Model 114SD, Chassis VIN: IFVHG3FEIKHKL0738 wNaetor 2100PD, 16" Vacuum. 15 yrd
Debris, Cotnbo Serial No. .18-11 V-17938
FiXRIBET C
F..LOCATION.
Mg /11. t.A.9.1son, Ores-N.10v � 1 ! 32s34
G. ALTERNATIVE INTEREST RATES.
1. Loss of interest deductibility will incur a rate of not less than 5.00%.
Not to exceed the maximum rate of interest authorized by Florida law.
2. Loss of tax-exempt interest will incur a rate of not less than 5.00%.
Not to exceed the maximum rate of interest authorized by Florida law.
THE TERMS GOVERNING THIS DELIVERY ORDER ARE CONTAINED IN THE
CONTRACT REFERENCED ABOVE AND APPLY WITH THE SAME FORCE AND
EFFECT AS IF SET FORTH FULLY HEREIN.
Seller shall not be bound by this Agreement until it is executed by an authorized officer of
Seller at Seller's principal place of business.
DATED as of the day and year first above stated on this Delivery Order.
SELLER: BUYER:
BancorpSouth Equipment Finance, a division City of Crestview, Florida
of BancorpSouth Bank
P. O. Box 15097 198 North Wilson Street
Hattiesburg, MS 39404-5097 Crestview , FL 32536
By: `/.04 ���'
Title: V f�{ ek-tNi'
By: .4Oadee
Title: 4314.11 c�
Sititzb-1 #1'1-
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C a s h F l o w D a t a - L o a n s a n d P a y m e n t s
E v e n t D a t e I A m o u n t . I N u m b e r f P e r i o d I E n d D a t e
1 L o a n
2 P a y m e n t
3 P a y m e n t
4 P a y m e n t
5 P a y m e n t
6 P a y m e n t
7 P a y m e n t
8 P a y m e n t
9 P a y m e n t
1 0 P a y m e n t
1 1 P a y m e n t
1 2 P a y m e n t
0 2 / 2 7 / 2 0 1 9
0 3 / 2 7 / 2 0 1 9
0 2 / 2 7 / 2 0 2 0
0 3 / 2 7 / 2 0 2 0
0 2 / 2 7 / 2 0 2 1
0 3 / 2 7 / 2 0 2 1
0 2 / 2 7 / 2 0 2 2
0 3 / 2 7 / 2 0 2 2
0 2 / 2 7 / 2 0 2 3
0 3 / 2 7 / 2 0 2 3
0 2 / 2 7 / 2 0 2 4
0 3 / 2 7 / 2 0 2 4
4 3 2 , 3 8 1 . 0 0
0 . 0 0
6 8 , 4 0 1 . 8 1
0 . 0 0
6 8 , 4 0 1 . 8 1
0 . 0 0
6 8 , 4 0 1 . 8 1
0 . 0 0
6 8 , 4 0 1 . 8 1
0 . 0 0
6 8 , 4 0 1 . 8 1
1 5 7 , 2 3 5 . 0 0
T V a l u e A m o r t i z a t i o n S c h e d u l e - N o r m a l , 3 0 E 3 / 3 6 0
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P a y m e n t
L o a n 0 2 / 2 7 / 2 0 1 9
1 0 3 / 2 7 / 2 0 1 9
2 0 4 / 2 7 / 2 0 1 9
3 0 5 / 2 7 / 2 0 1 9
4 0 6 / 2 7 / 2 0 1 9
5 0 7 / 2 7 / 2 0 1 9
6 0 8 / 2 7 / 2 0 1 9
7 0 9 / 2 7 / 2 0 1 9
8 1 0 / 2 7 / 2 0 1 9
9 1 1 / 2 7 / 2 0 1 9
1 0 1 2 / 2 7 / 2 0 1 9
2 0 1 9 T o t a l s
1 1 0 1 / 2 7 / 2 0 2 0
1 2 0 2 / 2 7 / 2 0 2 0
1 3 0 3 / 2 7 / 2 0 2 0
1 4 0 4 / 2 7 / 2 0 2 0
1 5 0 5 / 2 7 / 2 0 2 0
1 6 0 6 / 2 7 / 2 0 2 0
0 . 0 0
0 . 0 0
0 . 0 0
0 . 0 0
0 . 0 0
0 . 0 0
0 . 0 0
0 . 0 0
0 . 0 0
0 . 0 0
0 . 0 0
0 . 0 0
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1 1 M o n t h l y 0 1 / 2 7 / 2 0 2 1
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1 1 M o n t h l y 0 1 / 2 7 / 2 0 2 2
1
1 1 M o n t h l y 0 1 / 2 7 / 2 0 2 3
1
1 1 M o n t h l y 0 1 / 2 7 / 2 0 2 4
1
1
I n t e r e s t : P r i n c i p a l ' ; B a l a n c e
1 , 4 3 7 . 6 7
1 , 4 4 2 . 4 5
1 , 4 4 7 . 2 4
1 , 4 5 2 . 0 6
1 , 4 5 6 . 8 8
1 , 4 6 1 . 7 3
1 , 4 6 6 . 5 9
1 , 4 7 1 . 4 6
1 , 4 7 6 . 3 6
1 , 4 8 1 . 2 7
1 4 , 5 9 3 . 7 1
1 , 4 8 6 . 1 9
1 , 4 9 1 . 1 3
1 , 2 6 8 . 6 5
1 , 2 7 2 . 8 7
1 , 2 7 7 . 1 1
1 , 2 8 1 . 3 5
- 1 , 4 3 7 . 6 7
- 1 , 4 4 2 . 4 5
- 1 , 4 4 7 . 2 4
- 1 , 4 5 2 . 0 6
- 1 , 4 5 6 . 8 8
- 1 , 4 6 1 . 7 3
- 1 , 4 6 6 . 5 9
- 1 , 4 7 1 . 4 6
- 1 , 4 7 6 . 3 6
- 1 , 4 8 1 . 2 7
- 1 4 , 5 9 3 . 7 1
- 1 , 4 8 6 . 1 9
6 6 , 9 1 0 . 6 8
- 1 , 2 6 8 . 6 5
- 1 , 2 7 2 . 8 7
- 1 , 2 7 7 . 1 1
- 1 , 2 8 1 . 3 5
P a g e 1 o f 3
4 3 2 , 3 8 1 . 0 0
4 3 3 , 8 1 8 . 6 7
4 3 5 , 2 6 1 . 1 2
4 3 6 , 7 0 8 . 3 6
4 3 8 , 1 6 0 . 4 2
4 3 9 , 6 1 7 . 3 0
4 4 1 , 0 7 9 . 0 3
4 4 2 , 5 4 5 . 6 2
4 4 4 , 0 1 7 . 0 8
4 4 5 , 4 9 3 . 4 4
4 4 6 , 9 7 4 . 7 1
4 4 8 , 4 6 0 . 9 0
3 8 1 , 5 5 0 . 2 2
3 8 2 , 8 1 8 . 8 7
3 8 4 , 0 9 1 . 7 4
3 8 5 , 3 6 8 . 8 5
3 8 6 , 6 5 0 . 2 0
02/26/2019 2:24 PM
City of Crestview, Florida 33736 70926-001 Schedule A
Date ' Payment Interest Principal i Balance
17 07/27/2020
18 08/27/2020
19 09/27/2020
20 10/27/2020
21 11/27/2020
22 12/27/2020
2020 Totals
23 01/27/2021
24 02/27/2021
25 03/27/2021
26 04/27/2021
27 05/27/2021
28 06/27/2021
29 07/27/2021
30 08/27/2021
31 09/27/2021
32 10/27/2021
33 11/27/2021
34 12/27/2021
2021 Totals
35 01/27/2022
36 02/27/2022
37 03/27/2022
38 04/27/2022
39 05/27/2022
40 06/27/2022
41
42
43
44
45
46
07/27/2022
08/27/2022
09/27/2022
10/27/2022
11/27/2022
12/27/2022
2022 Totals
47
48
49
50
51
52
53
54
01/27/2023
02/27/2023
03/27/2023
04/27/2023
05/27/2023
06/27/2023
07/27/2023
08/27/2023
0.00
0.00
0.00
0.00
0.00
0.00
68,401.81
0.00
68,401.81
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
68,401.81
0.00
68,401.81
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
68,401.81
0.00
68,401.81
0.00
0.00
0.00
0.00
0.00
0.00
1,285.61
1,289.89
1,294.18
1,298.48
1,302.80
1,307.13
15,855.39
1,311.47
1,315,83
1,092.77
1,096.41
1,100.05
1,103.71
1,107.38
1,111.06
1,114.76
1,118.46
1,122.18
1,125.91
13,719.99
1,129.66
1,133.41
909.75
912.77
915.81
918.85
921.91
924.97
928.05
931.13
934.23
937.33
11,497.87
940.45
943.58
719.28
721.67
724.07
726.48
728.89
731.32
-1,285.61
-1,289.89
-1,294.18
-1,298.48
-1,302.80
-1,307.13
52,546.42
-1,311.47
67,085.98
-1,092.77
-1,096.41
-1,100.05
-1,103.71
-1,107.38
-1,111.06
-1,114.76
-1,118,46
-1,122.18
-1,125.91
54,681.82
-1,129.66
67,268.40
-909.75
-912.77
-915.81
-918.85
-921.91
-924.97
-928.05
-931.13
-934.23
-937.33
56,903.94
-940.45
67,458.23
-719.28
-721.67
-724.07
-726.48
-728.89
-731.32
Page 2 of 3
387,935.81
389,225.70
390,519.88
391,818.36
393,121.16
394,428.29
395,739.76
328,653.78
329,746.55
330,842.96
331,943.01
333,046.72
334,154.10
335,265.16
336,379.92
337,498.38
338,620.56
339,746.47
340,876.13
273, 607.73
274,517.48
275,430.25
276,346.06
277,264.91
278,186.82
279,111.79
280,039.84
280,970.97
281,905.20
282,842.53
283,782.98
216,324.75
217, 044.03
217,765.70
218,489.77
219,216.25
219,945.14
220,676.46
02/26/2019 2:24 PM
City of Crestview, Florida 33736 70926-001 Schedule A
Date
Payment
55 09/27/2023
56 10/27/2023
57 11/27/2023
58 12/27/2023
2023 Totals
59 01/27/2024
60 02/.27/2024
61 03/27/2024
2024 Totals
Grand Totals
0.00
0.00
0.00
0.00
68,401.81
0.00
68,401.81
157,235.00
225,636.81
499,244.05
Interest Principal Balance
733.75
736.19
738.64
741.09
9,185.41
743.56
.746.03
521.09
2,010.68
-733.75
-736.19
-738.64
-741.09
59,216.40
-743.56
67,655.78
156,713.91
223,626.13
66,863.05 432,381.00
Last interest amount increased by 0.02 due to rounding.
r
221,410.21
222,146.40
222,885.04
223,626.13
224,369.69
156,713.91
0.00
33765 70926-001
EQUIPMENT ACCEPTANCE NOTICE
TO: BancorpSouth Equipment Finance, a division of BancorpSouth Bank
RE: Contract No. 33765
This is to acknowledge that the delivery and/or installation of the Equipment, described in
Delivery Order No. 001 dated as of 2 -21- 11 has been completed in accordance with the
terms of the above -referenced .Contract and that Buyer has duly delivered to and received in
proper form from Seller all purchase orders, invoices or such forms or documents required by
Buyer to assure commencement of Payments on a `a1 1 �, , in accordance with
Section 2 of the Contract.
'I'he undersigned has inspected said Equipment. It satisfied provisions of Section 2 of the
above -referenced Contract, and it is accepted according to the provisions contained therein.
BUYER:
City of Crestview, Florida
Title:
itt Cote --
Date: �� —/
// 4.57:'
446•44 »-
EXHIBIT!)
RESOLTUION 19-19
RESOLUTION AUTHORIZING AND APPROVING EXECUTION OF AN CONTRACT
WITH BANCORPSOUTH EQUIPMENT FINANCE, A DIVISION OF
BANCORFSOUTH BANK
WHEREAS, Mayor and City Council, the Governing Body (the "Governing Body") of City of
Crestview, Florida (the "Buyer"), acting for and on the behalf of the Buyer hereby finds, determines and
adjudicates as follows:
1. The Buyer desires to enter into an Contract with the Exhibits attached thereto in substantially
the same form as attached hereto as Exhibit "A" (Including Addendum #1 thereto, "Contract") with
BaneorpSouth Equipment Finance, a division of BancorpSouth Bank ("Seller") for the purpose of
presently purchasing the equipment as described therein for the total cost specified therein (collectively
the "Equipment").
2. It is in the best Interest of the residents served by Buyer that Buyer acquire the Equipment
pursuant to and in accordance with the terms of the Contract; and
3. It is necessary for Buyer to approve and authorize the contract.
4. The Buyer desires to designate the Contract as a qualified tax-exempt obligation of Buyer for
purposes of Section 265(b)(3) of the Internal Revenue Code of 1986 (the "Code").
NOW, THEREFORE, BE IT RESOLVED by this Governing Body for and on behalf of the Buyer
as follows:
Section 1. The Contract and Exhibits attached thereto in substantially the same form as attached
hereto as Exhibit "A" with such changes as may be approved by the City Attorney and City Bond Council,
is hereby approved, and the Mayor (the "Authorized Officer") is hereby authorized and directed to execute
said Contract on behalf of the Buyer.
Section 2. The Contract is being issued in calendar year20I9.
Section 3. Neither any portion of the gross proceeds of the Contract nor the Equipment identified
to the Contract shall be used (directly or indirectly) in a trade or business carried on by any person other
than a governmental unit, except for such use as a member of the general public..
Section 4. No portion of the rental payments identified in the Contract (a) is secured, directly or
indirectly, by property used or to be used in a trade or business carried on by a person other than a
governmental unit, except for such use as a member of the general public, or by payments in respect of
such property; or (b) is to be derived from payments (whether or not to Buyer) in respect of property or
borrowed money used or to be used for a trade or business carried on by any person other than a
governmental unit.
Section 5. No portion of the gross proceeds of the Contract arc used (directly or indirectly) to
make or finance loans to persons other than governmental units.
Section 6. Buyer hereby designates the Contract as a qualified tax-exempt obligation for purposes
of Section 265(b) of the Code.
Section 7. Including the Contract herein so designated, Buyer will not designate more than
$10,000,000 of obligations issued during calendar year 2019 as qualified tax-exempt obligations.
Section 8. Buyer reasonably anticipates that the total amount of tax-exempt obligations (other
than private activity bonds) to be issued by Buyer during calendar year 2019 will not exceed $10,000,000.
Section 9. For purposes of this resolution, the amount of tax-exempt obligations stated as either
issued or designated as qualified tax-exempt obligations includes tax-exempt obligations issued by all
entities deriving their issuing authority from Buyer or by an entity subject to substantial control by Buyer
as provided in Section 265(b)(3) of the Code.
Section 10. The Authorized Officer is further authorized for and on behalf of the Governing Body
and the Buyer to do all things necessary in furtherance of the obligations of the Buyer pursuant to the
Contract, including execution and delivery of all other documents necessary or appropriate to carry out
the transactions contemplated thereby in accordance with the terms and provisions thereof.
Following the reading of the foregoing resolution, Shannon 14-11-e.s moved that
the foregoing resolution be adopted. /�seconded the motion for its
adoption. The Council- Arc "rest cie416 put the question to a roll call vote and the result was as
follows:
a-c �lo{v
t3% Ca>4
Voted:
Voted:
Voted:
Voted:
Voted:
Voted:
Voted:
T e motion having received the affirmative vote of all tnembers present, the
0 ice Qns / 044, declared the motion carried and the resolution adopted this the / /
day of ati , Z.o ter
Attest:
(SEAL)
Signature
33765 70926-001
CERTIFICATE WITH RESPECT TO QUALIFIED TAX EXEMPT OBLIGATIONS
I, the MOL,doir of City of Crestview, Florida (the "Buyer"), am duly
authorized to execute that certain Contract, dated as of 2-ZI^ lei , (the
"Contract") by and between Buyer and BancotpSouth Equipment Finance, a division of
BancorpSouth Bank do hereby certify as follows:
I. This Certificate with Respect to Qualified Tax Exempt Obligations (the "Certificate") is
executed for the purpose of establishing that the Contract has been designated by Buyer as a
qualifiedtax-exempt obligation of Buyer for purposes of Section 265(b)(3) of the Internal
Revenue Code of 1986 (the "Code").
2. Buyer is a political subdivision of the State of Florida.
3. The Contract is being issued in calendar year S.0 ( 9 .
4. Neither any portion of the gross proceeds of the Contract nor the Equipment identified to
the Contract shall be used (directly or indirectly) in a trade or business carried on by any person
other than a governmental unit, except for such use as a member of the general public.
5. No portion of the Payments identified in Section 5 of the Contract (a) is secured, directly
or indirectly, by property used or to be used in a trade or business carried on by a person other
than a governmental unit, except for such use as a tnember of the general public, or by payments
in respect of such property; or (b) is to be derived from payments (whether or not to Buyer) in
respect of property or borrowed money used, or to be used for a trade or business carried on by
any person other than a governmental unit.
6. No portion of the gross proceeds of the Contract are used (directly or indirectly) to make
or finance loans to persons other than governmental units.
7. Buyer had designated the Contract as a qualified tax-exempt obligation for purposes of the
Code, pursuant to a resolution adopted by the governing body of Buyer on
l9 .
8. In calendar year Zo IP1 . Buyer had designated $ t't321 3� 1 of
tax-exempt obligations (including the Contract) as qualified tax-exempt obligations. Including
the Contract herein so designated. Buyer will not designate more than $10,000.000 of obligations
issued during calendar year ZD kci as qualified tux -exempt obligations.
9. Buyer reasonably anticipated that the total amount of tax-exempt obligations (other than
private activity bonds) to he issued by Buyer during calendar year 20tq will not exceed
$ 10.000.000.
10. For purposes of this Certificate, the amount of tax-exempt obligations stated as either
issued or designated as qualified tax-exempt obligations includes tax-exempt obligations issued
by all entities deriving their issuing authority from Buyer or by an entity subject to substantial
control by Buyer. as provided in Section 205(b)(3)(E) of the Code.
I l . This Certificate is based on facts and circumstances in existence on this date.
1N WITNESS WHEREOF, I have set my hand this it day of Pti:Nun N.
so .
City of Crestview, Florida
By:
Title:
4 West.•
44,1i2/
ns tee__
City of Crestview
Office of the City Clerk
P. O. Box 1209, Crestview, Florida 32536
Phone # (850) 682-1560 Fax # (850) 682-8077
Email: cityclerk@cityofcrestview.org
BancorpSouth Equipment Finance
A division of BancorpSouth Bank
P 0 Box 15097
Hattiesburg, MS 39404-5097
RE: Contract No. 33765 dated February 21, 2019
Ladies and Gentlemen:
The equipment purchased under the above -referenced contract and associated peripheral
equipment that we are buying under said contract, will be used by the City of Crestview, Florida.
The equipment will not be used in any private business or put to any private business use.
The functions of the equipment will include Provision of Public Utility, and are deemed to be
essential to the efficient operation of the City of Crestview.
Sincerely
Elizabeth Roy, City Clerk
On behalf of David Cadle, Mayor
EXHIBIT A
City of Crestview, Florida
Master Lease Number: 33765 Schedule Number: 01
One (1) 2019 Freightliner Model 114SD, Chassis V1N: 1 FV HG3F.EI KIIKL0738 w/Vactor
2100PD, 16" Vacuum, 15 yrd Debris, Combo Serial No, 18-I 1V-17938