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MASTER LEASE AGREEMENTMaster Lease r e q Mears Motor Leasing as City LA C r?, ater 10/1/2,008 through 9/30/2013 This .. Lease Agreement ("Agreernent") made this 18'" Jaty. September, 2008 between the Bancorp lank d/b/a Mears Mw,,')-! . Ys n , a ?a:,(ic.n having its principal place of business at 390'5 Fl Rey Road, Oa Ido, FL, -r-), and the City of Clearwater, FL a Municipal corporation established sander the lam, s of the State of Florida,. ("Lessee"), The est-rr----_ 1 cast of the vehicles and equipment to be funded by Lessee sander this Agreement is as follows: Fiscal Year Amount 08-09 4,0W000 09-10 $5,300M O 10-11 S-5,400,000 11-12 `4,800,000 12-13 56,000,000 4, rY}H1.1a hJt4:04)-,..-4' ?,+;4 „?4A - The Lessee agrees not to exceed a principal outstanding amount with Lessor of fifteen million dollars ($15,000,000.00) at any given time 2. L, I 'se Lessai l-,, ---?y 1, a:, 3 iaic equipment in vehicle,, to Lessee upon ternis and conditions set forth herein. Lessee shall have quite use and enjoyment of and p :c, ;;hly have and held c°cluipment and vehicles during the related lease term. 3. Term This aorreement shall be in effect from October 1, 200,-, 1' ?r 30. 201:3 This agreement nnay be renewed with the mutual consent of both parties for additional periods of time. 4.-Rental avrx ent Lessee agrees to pay= the quarterly rental payments due -s -led in the amortization schedule of each draw. The due dates for Payments 'It be JanUary I", April I", July I" and October Is" of each year. The interest rate for each draw, will be determined on the daay the Lc Esc a draw from the lessor. The Lessor will use th, appropriate 3-year or 5-ye -F indexed rate from the table submitted in tyre L (, --s laid response. 5.0 Lessee; shall have the option to prepay its obligations under this Agreement without any prepayment penalty, 6. Risk of Loss To the extent permitted by, p' :K> laws of the , of Florida me crr Lesser and Lessee, Lessee assumes all rise .ncl liabilities 1 n ,,ry, caw: ', , ' her or not cowered by insurance, for los or darna{ne to a iv ? `?]uiprnent or iRjurv to or death of any person or darriage to any pT . ? I esse h a 1), _.w.e Lessor's sole responsibility in connection %vith this trar 'tion is to provicle ; i an-, ;on( ecltral to the principal portion of the lease Payments to pay, costs of the acquisition and lease of the Equipment Land Vehicles, the parties intend that I.e-sscrr incur no liability, co:'t or expense with respect to Lessee's possession, use operation of the Equipment or Vehicles- Accordingly, Lessee agrees to the extent permitted bl\, indemnify I. rssor aacainst, and hold Lessor harmless from, any and all clainss, ac A. ,>r._,ceedin fzs.. expenses, damage- or liabilities, including; attorney's fees and cot costs, arising in connection with Lessee's negligence in the selection, purchase, cielivcr°y, inst<allatia:>n, possession, use, operation, rejection or return and recovery of claims undei City'-- self insurance program. Further, as a cy vernmental entity, the; City o" CI . - tattjtct to `S'768.28, Fla. Star. Nothing in this paragraph or this Agreep - It be ,;i i-preted to alter or modify the provisions of that statute. nor- the doctrine , t ' mun)ty as applies to the City= of Clearwater, '7. Destruction if ° a e t Lessee shaalI provide a complete written report to Lessor within thirty (30) clays of aany loss, theft, darnaae or destruction of any Equipment or Vehicles and of any significant accident invoking any Equipment or Vehicles. Lessor rnaay inspect the Equipment or Vehicles at any time and from time to time during regular business hours, with reasonable notice. If all or part of the Equipment or Vehicles is stolen, lost, cle.stroved or damaged beyond repair Lessee shall. within thirty (30) days attar such event, at Lessee's selection and expense, either, repair the Hnr -1 Equipment or Vehicles or pay the remaining principal balance due on the c - ed Equipment or Vehicles plus interest from the last payment. Lessee shall notify Lessor of w1 course of action it. will take within 15 (fifteen) days after the loss occurrence. It d--, L Bails to notify I-essor, Lesser n-rav declare the prepayment price of the darnaged c?lLi e ,k,it Or vehicle to be immediately clue and payable. b. Tuxes The City makes no declaration as to the tax status of t:- lr d whether or riot the lease purchases are bank: qualified, 1''(" 3rr, if l QLju si ? ! } will cooperate with the process and provide all inforrnt--,..:_..:. i_, .,?adily Y Luring the 1 n, ownership and lel 11 title of "t t? It xcl Vehicles and all replacemem,, r, in the name of the rte . L of own Equipment or Vehicles and by th;:, ient is inerely f' tl-? --n "'f the Eciuklment and Vehicles for Lessee. L:: , ,,)I, has not been in chain os t the Equipme it 'aid Vehicles, does not operate, ( ) trol or hv p ;[on of the i juiprnent and \ is id has no control over the Lessee or f c i;_;ns, I e,. .. *. k ---.'p quipmei,t «oid \ chicles free and „ l liens and enc:mK 17t those resulting from the agi-ecntents Is L r end not resin ,7 ;, L e's failctre. to pc;If rrn its obligations Und A 'm it, Lessee not to cl ..irta any income tax deduction for ? ...ecitttion with n ?o the quiprrrt ` 1, ehicles or to file returns or reports wi,h in(2 authority 'h i` claims or implies ownership of any .item. 1 and Lessee agree that this ALree me.nt does not result in the creation of any Hen, c h :.c , ity interest or other encumbrance upon the clr ad Vehicles or? any otl-.-.- E Ls ssoe. Each vendor- and all Equipment and Vehicles have been selected by Lessee:. L( ?:)r- shall have, no responsibility in connection with the selection, orde7?ing7 or dehl cry of ?i.e Equipment of, Vehicles. i? ,,kcce t nce (,' ii- Upon delivery of the equipment and Vehicles., Lessee's personnel shall inspect the Equipment and Vehicles. The Lessee shall bundle the invoices from the equipment/vehicle provider- and shall submit them quarterly to time Lessor. Upon receiving the equipment/vehicle invoices the Lessor shall reimburse the I ,e .,)I- the payment of the invoices within two business clays. 13. Locations and Use of Egui -t and Vehicles The equipment and vehicles will be used prirnaffly within the 1}ounda6es of Pinellas and Pasco Corn`., I _orida, However, at the discretion of lessee., the Equipment/Vehicles may used outside the county for the purposes such as travel or mutual aid. Lessee covenants and warrants that dur°in g the period that any equipment/vehicles is leased to lessee, the equiprnentlvehicle will at all times be used and of Gated In. compliance with the laws, regulations, and orders of any city, county, s' ether legislative aad-rninistraative, or judicial lit>dy or officer having the power t , or Supervise the use or- operation of'the EquipmenU`dehicle. Lessee shall not ar aall or- a.ase the Equipment/Vehicles in such manner or in sEac h circumstances th,,at am 1-A of tlae Equipment/Vehicles is deemed to be an accession to other personal property or dec mecl. to be real property or as fixture thereon. I a . Maintenance Lessee shall, at its own ex pew, :.ntaain the equipmenUVehicles 111 proper wc>rkainL, order. The Lessee reserves the right to perform routine maintenance ?, Vri le the Equips-rent/Vehicles are in active service. Maintenance shall he accompli-died hy outside vendor Or° Ira hOUSC Maintenance personnel, 15. on -A )red rtaatxaaas In the €°\ ent no funds or insufficient funds art-, appropriated and ` i in any al year for lease charges under this Agreement, then the lesscshall ian di e.ly r ty Lessor of Such an occurrence and the r-eernent shall t,-,: c' ty of t,e "i-1-1 period for which appropriations w=f roceived without t, try tile: L_ of any kind whatsoever, except to I_a,rges or f}f:art:ior Cherein agree upon for which funds shall have b+_;en appropriated and hU .,I oche w:se avaailaahle, In the event of such termination, the. City of C l l >ly surzerr ler possession of the Equipment and Vehicles to Less I,_r1 within Pinellas County, Florida, Mutually agreeable to both parties or) the date of such tennir-tion. Lessor shall have all legal and equitable right and reanedies to take; possession of the Equipment and Vehicles. Notwithstanding the forgoing, Lessee aagrees (1) that it will not cancel the Agreement If any funds are appropriated to it, or by it for the acquisition, retention, or operation of the equr~r---tent and vehicles or other equipment performing ftinctions sirrmilar- to the leased vehicle! f r the fixed period in which such termination occurs on the next succeeding, fiscal per ? I thereafter, and (2) that lessee shall not, during, the term of the cyreeement, give lrriority in the application of funds to any other functionally similar equipment or vehicles. This paragraph shall not be construed so as to per -tit Ins to terminate the A-regiment to acquire any other equipment t`vehicles o~ or indirectly to perform essentially the same applicable for which thw It d vehi intended. 16, Assignment The Lessor will not ass4m, transfer, convey or otherwise dispose of the Agreement or any part thereof. or of its right, title or interest therein, or its power to execute the Agreement or any amendment or modification hereto, to tiny person, company or corporation, without prior written consent of the I..ess€':e or his rel. shall he considered an assignment, 11. Insurance The lessee is covered under- a program of self-insurance. Th t will provide to the ?Lessor a letter or other document frorn its insurmE, authority evid r. -Ing the existence of the continuing self-insurance pro<.?r-rarn covering the Equipment/ e hicle, under the, Agreetnent. t 18. o ernin i,awv The Aareernent shall be go< tied by and construed in ac )rdance with the Substantive laws of the. State of Fl The Aoreernent shall =r. -,ct to have been rnadc in Pinellas County, Florida re;_ irdless of the order in vdiictr is executed, 19. Litjgation Lessor and I_.esse e: agree that any faction or suit in connection wir ,r'cerr°IeW shall be brought only in za court of record in Pinelk _ County, lorrdta, the p ,.,-ties consenting to the jurisdiction of each thereof, at I z? of process szr<ry= be made on the tither party by retailing to copy of notice under the L '). r The terms and conditions of this -reement shall be deemed to be severable. Consequently, if any clause, term, or condition hereof shall be h-ld to be ille,-,al or void, Such determination shall not affect the validity or Ieczality of the r --nainims terms and conditions, and notwithstanding any such determination, thi` - Tit shall continue ir] full force and effect unless the particular clause;, terrn or conditio ? held to be illegal or void renders theca balance of the AgIreernent to be impossible of performance, 1. Construction Languagr? in all parts of this Agreement, shall be construed as a whole according to its fair meaning, The parties agree that this geern zt is the product of joint authorship, and in the event of any arnbiOUnV, the A,.n :all not be construed against ;,qv party. . C r" They captions and hearings used in this Agreement are for the convenience and means of reference only and shall not be used to construe. interpret or limit, the terms of the A<..--Ient. All written notices `giten under this Agreement or by lw, 1-nay gliven by either party, must he in writing. and must be given b personailly cac;'iG,,ring, or rnailint7 the: same by re mstered or certified mail/return receipt requested. to the respective parties as followvs.- Jar , U ru-nan, Vice President .? _ . Leasing 390_, >u ,, [load Orl . .. ,. FL, 32808 Phone. 407-298-2982 Fax, 4017-578...4x)24 Margaret Simmons, Finance Director City of Clearwater PO Box 4748 Clearwater, R., 33758-4748 Phone 727-%2-4-538 Fax '727-562-4532 With <a copy to: With a copy to: Joanne Cornier, Government Specialist- C'lerra vericker.' 'r, Mears M }r L'' JnL'? City of Cle .ti 3'_ 05 El -, f'C Box 4 48 Clrlandv, Cicarwaater, 15L -}3758-4748 of the A t This agreement may be amended Burin- its term by mutual w%rit€;r acyre;e ment of the parties, 25. indh . This A=cyrexernent shall be binding upon and shall inure to the benefit of Lessor and L+ td their respective SUCCeSsors and assigns. 26- f-'% :-fault In the ev'et of default by lessee, Lessors sole rein dy all he to sfi for com bensatory d which Lessee agrees to pay and A ..ic ' herc' }a :i to he a 1L' ;CLI,-d and utit, aAd rental payments as of date of defUllt a.`i. v'ded th., tikv c?Veflt th-t ;c- volunt__ ly returns the Equipment/Vehicles tca Leo to a loca : _i specified by Le or in Pinellas County, Florida, at Lessee',; sale risk. cast and expen .,end in proper working: order. Lessor shall not have any farther remedies aagaaii ' I 27. Doc u- Comij X' r _ I Thi - Agreement n 11 i nclu, this master lease Agreement sAs well as the following documents which are incorporated herein by reference: (aa) City of Clearwater :FP 32-08, attached hea :co as Exhibit t" (b) Lessor's RFP Response, attached hereto '' 't B If there is a conflict between the terms of this -i --cment and the above referenced documents then the conflict shall he resolved as follows: The terms of this A-re-eanent shall prevail over the ether documents and the ` -ryas of the. rcrylaining documents shall he given preference in their L ssee. will submit the tot Iowineg cic>cuments for at funding, request: (a) Written request for the ai-nount a3, ' fund ned by the, Finance Director or in their ahsc-n t ,t Finance Director, This regUest W111 InCILdc it hat all tans have been received and paid for. (LS) For vehicles: coley of clealer invoice For all others: copy of vendor invoice The I.-essor will provide an aanorticatiOn schedule for each draw request. REMAINDER OF PAGE BLANK IN WITNESS WHEREOF the parties have executed t' L A c11-CCrnen t. I ESSO : The ankeorp Bank cflb/a Mcars iM l t- Leasirt B v f L$r kk- I J E LESSEE: r-r nk V. Hibbard Mayer Approvod a to form: Attest: Pam Akin Cynthia . C?oude i _ C,,y Attorney City Clerk d r=c SUBJECT / ECC ENDATI 101: Award a contract to The Bancorp Bank/dba Mears Motor Leasing to provide a $30,000,000 line of credit to cover all planned lease purchase equipment acquired in the next five fiscal years starting October I, 2008. Authorize all uncompleted equipment acquisitions previously approved for financing under the current agreement with SunTrust to be financed under this new agreement, authorize the appropriate officials to execute the same, and adopt reimbursement resolution 08-23. SUMMARY: The current agreement with Sun Trust Equipment Financing and Leasing Corp expires September 30, 2008. The City solicited proposals (RFP 32-08) for lease purchase (installment sale) financing for the next five fiscal years (2009-2013). We received four competitive proposals, Banc of America Public Capital Corp, Wachovia Financial Services Inc., Sun Trust Equipment Finance & leasing Corp., and The Bancorp Bank/dba/Mears Motor Leasing. The selection committee has reviewed these proposals comparing interest rates and terms. The committee determined the proposal offering the most advantageous combination of rates and terms for the City was submitted by Mears Motor Leasing and recommends the Council approve the proposal submitted by Mears Motor leasing. The interest rates applicable to each draw will be determined by the following table based on the three and five year Constant Maturing Treasury (CMT) note as published weekly in the Federal Reserve Statistical Release H.15. 3-Year CMT Mears 5 -Year CMT Mears I% -2.25% 3.02% 1% -2.25% 2.80% 2.26% - 2.50% 3.36% 2.26% - 2.50% 3.11% 151% - 175% 3.29% 2.51% - 2.75% 3.15% 2.76% - 3.00% 3.59% 2.76% - 3.00% 3.44% 3.01% - 3.24% 3.52% 3.01% - 3.24%v 3.36% 325% - 3.50% 3.80% 3.25% - 3.50% 3.63% 3.51% - 3.74% 4.07% 3.51% - 3.74% 3.88% 3.75% - 4.00% 4.35% 3.75% - 4.00% 4.15% 4.01% - 4.24% 4.61% 4.01% - 4.24% 4.40% 4.25%© - 4.50% 4.89% 4.25% - 4.50% 4.67% 4.51 % - open 5.30% 4.51 % -open 5.30% For example, if at the time of financing the 3-year CMT were 3.49%v, the rate we would be charged by Mears Motor Leasing would be 3.8%. Note the rate listed for 2.76% - 3.00% and 3.01°I> - 3/24% are correct. With the exception of items that have a three-year useful life such as computer hardware/software and police pursuit vehicles, lease purchases will be on a five-year amortization. The City's cost of capital on the most recent draw on the current agreement with Sun Trust was 3.88% for three-year items and 3.53% for five-year items. The interest rates based on the Mears Agreement would have been 3.59% and 3.630/c, respectively. The contract has a term of five years with the option for renewal as mutually agreed to by both parties. Approval of this item does not represent a commitment to borrow. Decisions to lease purchase specific items of equipment must be budgeted for or approved separately in accordance with the City's purchasing policy.