EXHIBIT A - SCHEDULE OF PROPERTY #11081887 AND EXHIBIT C - FORM OF VALIDITY OPINIONo
EXHffiIT A
SCHEDULE OF PROPERTY NO. 11081887
RE: Master Equipment Lease/Purchase Agreement entered into as of 12/3/01, ("Agreement"), between Dell
Marketing, L.P. ("Lessor") and City of Clearwater, Florida ("Lessee"). All terms used and not otherwise
defined herein have the meanings ascribed to them in the Agreement.
The following items of Equipment are hereby included under this Schedule to the Agreement.
Ninety five percent of the financing costs are being used to acquire assets that will be capitalized.
DESCRIPTION OF EOUlPMENT
Ouantitv
1
20
60
10
Description
Dell Precision with Monitor
Dell Latitude
Dell Optiplex with Monitor
Dell Latitude
Lessor hereby grants to the above named Lessee, the option to purchase the Equipment ("Option") covered
by the aforesaid Lease for:
OPTION PRICE: FAIR MARKET VALUE plus applicable sales tax, if any. Lessee may exercise such
Option upon the expiration of the term of said Lease Schedule (either the original term or any modification
or extension thereof mutually agreed upon in writing), provided, that, at the time, all rental and other sums
payable by the Lessee over the entire term of the Lease have been paid in full and the Lessee is not
otherwise in default thereof. Upon receipt of the Option Price, the Lessor will execute and deliver to the
Lessee an "as is" bill of sale of said Equipment, at its then location and in its then condition, without any
warranty or representation by, or recourse against, the Lessor.
Return of Eauipment. Provided that (i) Lessor has received full payment of all scheduled Rental
Payments, (ii) Lessee is not otherwise in default under the Lease, and (iii) Lessee gives Lessor at
least 60 days written notice, Lessee may decide to return all, and no less than all, the Equipment to
Lessor. If Lessee fails to return all of the Equipment to Lessor as agreed, Lessee shall pay to
Lessor the regular Lease payments each month until all of the Equipment is returned. If the
Equipment. is damaged when received by Lessor or otherwise not in the condition required upon
return to Lessor, Lessee agrees to pay for all costs of repair or restoration. Lessee will also be
responsible for any damage to the Equipment which occurs during shipping. Lessee will be
relieved from the responsibility of returning Equipment operation manuals and all CDs for all
Equipment so long as, for each unique model, six copies are received.
Extension of Lease. Provided that Lessor has received full payment of all scheduled Rental
Payments, Lessee may decide to extend the Lease for a term and at a rental rate as may be
mutually agreed upon by Lessee and Lessor. If all the Equipment is not returned or purchased
from Lessor pursuant to this Agreement, the term of the Lease shall be automatically extended for
an additional Renewal Term on the same terms and at the same rental amount, as the then
concluded lease term, pro rated on a monthly basis. Provided, however, Lessee may thereafter
terminate the Lease upon 60 days prior written notice during any Renewal Term, provided no
Event of Default exists and all the Equipment is returned to Lessor on or prior to the effective date
of the termination.
The language contained in this Exhibit A to the Master Equipment Lease/Purchase Agreement
entered into as of 12/3/01 ("Agreement") between Dell Marketing, L.P. ("Lessor") and City of
Clearwater, Florida ("Lessee") supersedes any language contained in the Asset Disposition
Agreement between said parties and the Additional Provisions to that Agreement.
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 Commencement Date of Rental
Payments under this Schedule. The terms and provisions of the Agreement (other than to the extent
that they relate solely to other Schedules or Equipment listed on other Schedules) are
hereby incorporated into this Schedule by reference and made a part hereof. Lessee agrees all items
covered by proceeds of this schedule are capitalized assets.
Lessee: City of Clearwater, Florida Lessor: DELL MARKETING, L.P.
BY?~#%Z~> : ~~
Name 7J~ A;2 ~ # ame --oGL & F Leasing Analyst
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C
ITY
OF
CLEARWATER
POST OFFICE Box 4748, CLEARWATER, FLORIDA 33758-4748
CI1Y HALL, 112 SOUTH OSCEOlA AVENUE, CLEARWATER, FLORIDA 33756
TELEPHONE (727) 562-4010 FAX (727) 562-4021
CI1Y ArrORNEY'S OFFICE
January 22, 2004
Form of Validity Opinion
EXHIBIT C
(To be put on Attorney's Letterhead)
Dell Marketing L. P.
One Dell Way
Round Rock, TX 78762
Re: Schedule of Property No. 11081887, dated January 22, 2004, to Master
Equipment Lease/Purchase Agreement dated as of December 03,2001 between Dell Marketing L. P., as Lessor, and
City of Clearwater, Florida, as Lessee.
Ladies and Gentlemen:
As legal counsel to City of Clearwater, Florida, (the "Lessee"), 1 have examined (a) an executed counterpart
of a certain Master Equipment Lease/Purchase Agreement, dated as of December 03,2001, and Exhibits thereto by and
between Dell Marketing L. P. (the "Lessor") and City of Clearwater, Florida, (the "Agreement") and an executed
counterpart of Schedule of Property No. 11081887, dated January 22, 2004, by and between Lessor and Lessee (the
"Schedule"), which, among other things, provides for the lease with option to purchase to the Lessee of certain property
listed in the Schedule (the "Equipment"), (b) an executed counterpart of the ordinances or resolutions of Lessee which,
among other things, authorize Lessee to execute the Agreement and the Schedule and (c) such other opinions,
documents and matters of law as I have deemed necessary in connection with the following opinion. The Schedule and
the terms and provisions of the Agreement incorporated therein by reference together with the Rental Payment
Schedule attached to the Schedule are herein referred to collectively as the "Lease".
In rendering this opinion, we have assumed without inquiry:
(a) The authenticity of all documents submitted to us as copies ofthe originals, and the
conformity of such copies to the originals as they are finally executed and delivered by Lessee and Lessor;
(b) That the Lease has been or will be duly authorized, executed and delivered by Lessor;
(c) That the Lease constitutes valid, legal and binding obligations of Lessor enforceable against Lessor in accordance
with its terms; and
(d) That the Lease accurately describes and contains the mutual understandings of the parties, and that there are not oral
or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any ofthe terms
thereof.
Based on the foregoing, I am of the following opinion:
(1) Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, or has a
substantial amount of one the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, or (c)
police power;
(2) The name of the lessee contained in the Lease is the correct legal name of the Lessee;
(3) Lessee has the requisite power and authority to lease and acquire the Equipment with an option to purchase and to
execute and deliver the Lease and to perform its obligations under the Lease;
BRIAN]. AUNGST, MAYOR-COMMISSIONER
HoYT HAMILTON, VICE MAYOR-COMMISSIONER WHITNEY GRAY, COMMISSIONER
FRANK HIBBARD, COMMISSIONER (i) BIU.]ONSON, COMMISSIONER
"EQUAl. EMPLOYMENT AND AFFIRMATIVE ACTION EMPLOYER"
Dell Marketing L. P.
Page Two
January 22, 2004
(4) The Lease has been duly authorized, approved, executed, and delivered by and on behalf of Lessee and the Lease is
a legal, valid and binding obligation of Lessee enforceable in accordance with its terms, subject to (i) all applicable
bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium and other similar laws; (ii) the
qualification that certain waivers, restrictions and remedies provided for in this Lease, including without limitation
certain indemnification obligations, may be wholly or partially unenforceable under Florida law; and (iii) general
principles of equity.
(5) The authorization, approval, execution, and delivery of the Lease 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 laws; and
(6) To the best of my knowledge, there is no proceeding pending or threatened in any court or before any governmental
authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions
contemplated by the Lease or the security interest of Lessor or its assigns, as the case may be, in the Equipment
thereunder.
All of the opinions set forth above are also subject to the following qualifications, limitations and exceptions:
(a) The opinions expressed herein are limited to matters governed by the laws of the State of Florida. No opinion is
expressed regarding the laws of any other jurisdiction.
(b) The opinions expressed herein are based upon the law in effect on the date hereof, and we assume no obligation to
revise or supplement them if the law is changed by legislative action, judicial decision or otherwise.
All capitalized terms herein shall have the same meanings as in the Lease unless otherwise provided herein. Lessor, its
successors and assigns, and any counsel rendering an opinion on the tax-exempt status of the interest components ofthe
Rental Payments, are entitled to rely on this opinion.
z::' ~ f2. j}J.U
Leslie K. Dougall-Sides f'X/U
Assistant City Attorney