HomeMy Public PortalAbout2-Lease Schedule No. 5LEASE SCHEDULE NO. 5
to Master Lease Purchase Agreement
Dated July 7, 2017
This Lease Schedule (this "Lease Schedule") relates to the Master Equipment Lease Purchase
Agreement dated as of March 2, 2017 (the "Agreement") between the undersigned Lessor and Lessee,
together with the terms and conditions of the Agreement incorporated herein by reference, constitutes a
Lease. Unless otherwise defined herein, capitalized terms will have the same meaning ascribed to them in
the Agreement. All terms and conditions of the Master Lease are incorporated herein by reference.
1. Equipment Description. As used in the Lease, "Equipment" means all of the property described in
Exhibit 1 attached to this Lease Schedule and all attachments, additions, accessions, parts, repairs,
improvements, replacements and substitutions thereto.
2. Purchase Price. The Purchase Price for the Equipment is $497,343.00, which amount will be
deposited in an account (the "Project Account") pursuant to a pay proceeds direction dated the date
hereof from Lessee to Lessor.
3. Rental Payments; Lease Term. The Rental Payments. to be paid by Lessee to Lessor, the Lease
Date of this Lease and the Lease Term of this Lease are set forth on the Payment Schedule attached
to this Lease Schedule as Exhibit 2.
4. Project Account.
(a) Disbursements from the Project Account shall be made for the purpose of paying the costs
of acquiring the Equipment. No disbursement from the Project Account shall be made unless and
until (i) Lessor has approved a requisition from Lessee in the form of Disbursement Request'
attached hereto as Exhibit 3, stating each amount to be paid and the name of the person, firm or
corporation to whom payment thereof is due and with supporting invoices attached thereto, and (ii)
Lessor has received evidence of insurance required by the Agreement in form and substance
satisfactory to Lessor. Each such requisition shall be signed by an authorized representative of
Lessee. When the Equipment is delivered, installed and accepted, Lessee shall promptly execute
and deliver to Lessor an Acceptance Certificate for the Equipment.
(b) Any portion of the this Lease Schedule on deposit in the Project Account not applied to
costs of the Equipment and remaining on the date on which Lessee executes a final Acceptance
Certificate, shall be applied by Lessor on any Payment Date to all or a portion of the Rental Payment
due and owing in the succeeding twelve (12) months and any retraining amounts shall be applied
by Lessor pro rata to the principal portions of the Rental Payments remaining outstanding
hereunder.
(c) Proceeds of this Lease Schedule on deposit in the Project Account upon an Event of Default
shall be paid to Lessor and applied to the outstanding obligations of Lessee under the Lease.
5. Essential Use; Current Intent of Lessee. Lessee represents that (a) the use of the Equipment is
essential to Lessee's proper, efficient and economic functioning or to the services that Lessee
provides to its citizens, (b) the Equipment will be used by Lessee only for the purpose of performing
its governmental or proprietary functions consistent with the permissible scope of its authority and
will not be used in a trade or business of any person or entity, and (c) the useful life of the
WCSR 39678140v3
Equipment is not less than the stated full Lease Term of this Lease. Lessee has determined that a
present need exists for the Equipment which need is not temporary or expected to diminish in the,
near future. Lessee currently intends for the full Lease Term: to use the Equipment; and to continue
this Lease.
6. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants that
its representations, warranties and covenants set forth in the Agreement are true and correct as
though made on the date of execution of this Lease Schedule.
7. Bank Qualified. Lessee certifies that it has designated this Lease as a qualified tax-exempt
obligation in accordance with Section 265(b)(3) of the Code, that it has not designated more than
$10,000,000 of its obligations as qualified tax-exempt obligations in accordance with such Section
for the current calendar year and that it reasonably anticipates that the total amount of tax-exempt
obligations to be issued by Lessee during the current calendar year will not exceed $10,000,000.
[The remainder of this page is intentionally blank. Signature page follows.]
IN 'WITNESS WHEREOF, Lessor has caused this Lease Schedule to be executed in its corporate
name by its duly authorized ollicer, and Lessee has caused this Lease Schedule to be executed in its name by
its duly authorized officer.
VILLAGE OF KEY BISCAYNE, FLORIDA •CITY NATIONAL BANK OF FLORIDA
Lessee
By:
Addr
m C. Ch
lage Manager
iliage (Mall, Suite 210
88 West McIntyre Street
Key Biscayne, FL 33149
Telephone: (305) 365-5514
E-mail address: jgilbert@I:eybiscayne.I1.gov
Lessor
By:
Name: Lance Aylsworth
Title: Senior Vice ('resident
Address: 25 West Hagler Street
Miami, FL 33130
Attn: Michael Powers
Senior Vice President
Telephone: (410) 458-5747
E-mail address:
mike.powersa cncapitallinance.com
[Sigua1al1•e I'ugL' to Lease Schedule NVo.5 J