LEASE/PURCHASE COMPUTER EQUIPMENT
J
I
141 KOCH
KOCH FINANCIAL CORPORATION
February 3, 1999
,_<\,('~ 't1', 1 'J "f\ n
'po',' ","\ ' I,. ,:.1.
;:"'" -"c { ."---
w', '~,: '" .~
i\ '5' 1"o,Q9
E'B ""V"
\->", ~, ~ '
r - ~
City of Clearwater
P.O. Box 4748
Clearwater, Florida 34618
" "", \:;.)l.{ OE:prC
CiT'''f \..b~.l " .
Re: Contract for Installment Sale and Purchase ("Agreement"), dated as March 18th,
1994 by and between The City of Clearwater ("Lessee") and Security Capital
Corporation ("Lessor"), thereafter Bankers Trust.
Dear Sir or Madam;
According to our records, you have fulfilled your obligation regarding the above
mentioned transaction. Enclosed you will find the following original documents and
titles if applicable.
Thank you for your business and we look forward to establishing new relationships with
you in the future. If you have any questions, please call me at (316)-828-2072.
Sincerely,
9~lJJl&Jti1
Jennifer Morris
Accounting Assistant
EncIs.
4111 East 37th Street North · Wichita, Kansas 67220 · 800/532-6864 . FAX 316/828-4321
Website www.kochfinancial.com
('" .1",. /; ?
", I l/
,,' \,,- (7..' /;
C/"i,
...,
.~
I
I
CITY OF CLEARWATER
CONTRACT FOR INSTALLMENT SALE AND PURCHASE
(THIRD PARTY FINANCING AGENT)
This Contract is made and entered into by and between the City of
Clearwater, P.O. Box 4748, Clearwater, Florida 34618, hereinafter referred
to as Buyer, and Security Capital corporati1\' t:reinafter
Seller, this 18th day of Ma'I'AtD4\N ~~!;~t"#3 of the
Agreement approved on September "'1.4, 1993.
referred to as
Line of Credit
WITNESSETH, that whereas the Buyer wishes to purchase the equipment
described below, and has entered into an agreement with National Data
Products, hereinafter referred to as Vendor, who offers for sale such
equipment, and whereas Seller wishes to provide financing for such
equipment purchase,
NOW THEREFORE, for and in recognition of the good and valuable
considerations to be exchanged between the parties as hereinafter provided,
Seller agrees to purchase, or to cause to be purchased, said equipment from
Vendor and simultaneously sell the same equipment to the Buyer in accord
with the following terms and conditions.
Buyer is an Entity of state Government or an Entity of Local Government
which is a Political Subdivision of the State.
EQUIPMENT: Each unit of the Equipment contemplated to be sold and
purchased under this Contract shall be separately identified and each shall
be referred to as a Commercial Unit. The phrase "Commercial Unit" shall be
defined as provided in Section 672.105(6), Florida Statutes. This Contract
including all attachments hereto constitutes the sole Contract between
Seller and Buyer for the sale and purchase of the Equipment described
below. All purchase orders relating to the subject Commercial Unites) of
Equipment issued by Buyer shall supplement this Contract to the extent that
the terms of such purchase order are not inconsistent with the terms of
this Contract:
DESCRIPTION
OF EQUIPMENT
NUMBER OF
COMMERCIAL UNITS
UNIT PRICE
Computer Equipment
1
28,858.00
Further descriptions of the equipment are provided in the original vendor
invoices which are submitted to the Seller together with this Contract.
I
I
PRICE
The total price of the Equipment described above shall be stated below, and
shall include cost of delivery F.O.B. Buyer's designated place of
installation and shall include cost of installation unless otherwise
provided for on line 4 below, and Seller's warranty.
1) Price
2) Less Credits
a) Equity Credit
b) Trade-In Allowance (Equipment
6) Cash Down Payment (Optional)
a) Down Payment (Optional)
$ 28.858.00
$ N/A
$ N/A
$ 28.858.00
$ N/A
$ 28.858.00
$ N/A
$ N/A
$ N/A
$ N/A
$ 28.858.00
$ 4.053.80
$ 32.911.80
$ 32.911.80
)
3) Cash Sale Price [Line 1 less Line 2 (a + b)]
4) Equipment Placement Charges and Appropriate
Rigging Charges
5) Total Cash Sale Price (Line 3 + Line 4)
b) Equipment Placement Charges (Same as Line 4)
c) Total Cash Down Payment
7) Cash Price (Principal) Balance (Line 5 less 6c)
8) Interest (APR) 5.6245
9) Time Balance (Line 7 + 8)
10) Time Sale Price (Line 9 + 6c)
NOTE:
There shall be no additional charges due
Seller from Buyer for taxes, insurance
premiums, official fees, delivery costs, or
any other charges except as specifically
provided in this Contract. Interest is
computed on a basis of 360 days per year.
PAYMENT
Buyer promises to pay the total cash down payment in full, if applicable,
within thirty (30) days of delivery and installation in good working order
in accordance with then current installation and start up specifications
applicable to each Commercial Unit purchased hereunder. The total balance
due for purchase of each Commercial Unit of the Equipment shall be paid in
accordance with Exhibit A (Payment Schedule) which is incorporated herein
for all purposes. Notwithstanding any claim or dispute which may hereafter
2
I
I
arise between Buyer and Seller, Buyer will make all payments as required
under this contract when due unless there is a breach of the whole
contract. Buyer hereby covenants to take such actions as are necessary
under the Laws of Florida to plan and budget for receipt of a sufficient
appropriation of funds to discharge its obligations to make all payments
required under this contract when due.
TITLE
Title and ownership of each Commercial Unit of the Equipment and any and
all replacements, substitutions and repairs thereto, shall pass to Buyer
upon acceptance of the equipment in satisfactory working condition. By
executing this agreement, Buyer hereby acknowledges such acceptance. The
Equipment shall remain personal property and shall not become real
property. Buyer will not suffer or permit any lien or encumbrance of any
kind against the Equipment.
As title holder and owner of each Commercial unit of the Equipment acquired
hereunder, Buyer shall pay when due any and all taxes, assessments,
franchise fees, levies, or other governmental charges lawfully levied
against any such Commercial Unit of the Equipment or its use. Buyer shall
timely contest the levy of any tax, assessment, franchise fee, levy or
other governmental charge deemed by Buyer to be unlawfully levied. It is
hereby acknowledged between the parties hereto that Buyer considers itself
a nontaxable entity and not usually and customarily subject to the
imposition of any tax, assessment, franchise fee, levy, or other
governmental charge levied for Buyer's ownership or use of any Commercial
Unit of the Equipment.
WARRANTIES
Seller hereby assigns to Buyer all rights and benefits that Seller may now
or hereafter have under any warranty, guaranty or indemnity with respect to
the equipment against the Vendor or manufacturer of the equipment. Buyer's
sole remedy for the breach of such warranty, indemnification or
representation shall be against the Vendor of the equipment, and not
against the seller, and any such breach shall have no effect whatsoever on
the rights and obligations of Buyer or Seller with respect to this
agreement. Buyer expressly acknowledges that Seller makes, and has made,
no representations or warranties whatsoever as to the existence or
availability of any such warranties whatsoever as to the existence or
availability of any such warranties of the Vendor or manufacturer of the
equipment.
INSURANCE
If Buyer is covered under a program of self-insurance, Buyer hereby
certifies the existence of a continuing self-insurance program 1nsuring the
full insurable value of each Commercial Unit of the Equipment against loss
from those fire and other hazards which are customarily insured by extended
coverage pursuant to section 284.01, Florida Statutes, during the term of
this Contract. In such event Buyer shall provide a minimum of ten (10)
days written notice to Seller of any change or cancellation of said self-
insurance program. In the event said self-insurance program is unavailable
3
1
I
or terminated, Buyer agrees to procure and maintain with a carrier
authorized to do business in Florida and acceptable to Seller, which
acceptance shall not be unreasonably withheld, fire, theft, and extended
coverage insurance on the Equipment, insuring the full insurable value
against risk of loss or damage, and providing for a minimum of ten (10)
days written notice of change or cancellation to Seller. Buyer shall
provide Seller with copies of certificates of the insurance carrier or
carriers evidencing such insurance coverage. This Contract does not
provide for or require insurance coverage for bodily injury and property
damage to others. Buyer shall bear the entire risk of loss, theft,
destruction or damage to the Equipment from any cause whatsoever or
requisition of the Equipment by any governmental entity, or the taking of
the Equipment by eminent domain or otherwise (collectively, Loss). Buyer
shall advise Seller in writing within ten (10) days of any such Loss.
Except as provided below, no such Loss shall relieve Buyer of the
obligation to make payments hereunder. In the event of any such Loss,
Seller at its own option may: (a) if the Loss has not materially impaired
the Equipment (in Seller's reasonable judgment), require Buyer, upon
Seller's demand, to place the Equipment in good condition and repair
reasonably satisfactory to Seller; or (b) if the Loss has materially
impaired the Equipment (in Seller's reasonable judgment), require Buyer,
upon Seller's demand, to pay Seller the following amounts on the date
payment is due: (i) all amounts that are then owed to Seller by Buyer
under the Payment Schedule, including the payment due on such date, and
(ii) an amount equal to the principal balance set forth in the Payment
Schedule for such date. In the event that Buyer is obligated to make such
payment with respect to less than all of the Equipment, Seller will advise
Buyer of the principal balance to be paid by Buyer with respect to such
equipment that has suffered the Loss, which amount Buyer shall promptly pay
Seller, and Seller shall revise the Payment Schedule accordingly. Buyer
will take actions reasonably necessary to attempt to secure subsequent
appropriations to pay said remaining unpaid balance, less unearned
interest. Seller will make the proceeds of any property insurance
maintained by Buyer under this Contract available to Buyer for the purposes
of this section if no default has occurred and is continuing.
DEFAULT
Time is of the essence hereof and if Buyer shall fail to pay when due any
installment, or otherwise fail to observe, keep, or perform any provision
of this Contract required to be observed, kept, or performed, then Buyer
shall be deemed to be in default with respect to the purchase of each
Commercial unit of Equipment directly affected by such failure and unless
Buyer causes such default to be cured within thirty (30) days after receipt
of written notice thereof from Seller, at the expiration of such notice
period the balance of all installment payments due or which will become due
hereunder with respect to the purchase of each such Commercial unit of
Equipment, less unearned interest, shall immediately become due and
payable. If any of the foregoing occurs, Seller shall have all the rights
and remedies of default available under Florida Law, except that Seller
shall not be entitled to recover any indirect or consequential damages or
loss resulting from Buyer failing to pay an installment to become due with
respect to any Commercial Unit of Equipment so affected after such default
has occurred.
4
I
I
If seller shall fail to transfer to Buyer good and marketable title, free
of liens or encumbrances of any kind whatsoever, for any Commercial unit of
the Equipment purchased under this Contract, or if Seller shall repudiate
performance under this Contract, or if Seller shall otherwise fail to
observe, keep, or perform any provision of this Contract required to be
observed, kept, or performed, then, unless the default substantially
impairs the value of the whole contract, Seller shall be in default with
respect only to such Commercial Unites) which are directly affected by the
default or failure of Seller and unless Seller causes such default to be
cured within thirty (30) days after receipt of written notice thereof from
Buyer, upon default by Seller, Buyer shall be possessed of all the rights
and remedies of a Buyer in due course under the provisions of the Florida
Uniform Commercial Code. The foregoing rights and remedies of Buyer may be
exercised without impairing Buyer's interest in and title to any Commercial
Unit of the Equipment acquired under this Contract and without limitation
to or waiver of any rights or remedies available to Buyer by law.
USE AND LOCATION OF EQUIPMENT
Each Commercial Unit of the Equipment shall be kept at its installation
address and shall not be moved without Buyer providing prior written notice
thereof to Seller. Buyer shall not use or deal with any Commercial unit of
the Equipment in any manner which is inconsistent with the terms of this
Contract, any policy of insurance referred to herein, or any applicable
laws, codes, ordinances and regulations. Buyer shall not allow any
Commercial unit of Equipment to be misused, abused, or wasted, or allowed
to deteriorate, except for ordinary wear and tear resulting from its
intended use. Seller shall have the right to inspect any Commercial unit
of the Equipment at any reasonable time, wherever located.
PREPAYMENT
At any time during the term of this Contract, Buyer shall be entitled to
prepay the principal balance in whole or in part without penalty of any
kind. However, an administrative fee of fifty dollars ($50) may be charged
Buyer by Seller on any such prepayment within twelve (12) months from the
effective date hereof.
ASSIGNMENT
Buyer shall give Seller not fewer than thirty (30) days prior written
notice of any proposed resale, lease, or assignment of any Commercial Unit
of the Equipment acquired during the term of this Contract or any
assignment hereof. Such notice shall identify each Commercial Unit of the
Equipment to be resold, leased, or assigned, and the date upon which such
sale, lease, or assignment is to be effective. If any Commercial Unit of
the Equipment is to be resold, leased, or assigned, Buyer, at Seller's
option, will pay to Seller within thirty (30) days from the effective date
thereof, the total unpaid balance of installments due or which will become
due hereunder, with respect to each such Commercial Unit of Equipment less
any interest then unearned.
Seller may assign any part or all of its interests under this Contract upon
prior written notice to Buyer. In the event of an assignment, Buyer shall
thereafter perform all the promises provided in this Contract to be
5
t
I
performed by Buyer to such assignee or transferee. However, no such
assignment or transfer shall impair Seller's obligation to provide Buyer
with the performance provided in this Contract and, in the event of any
such assignment or transfer Buyer's rights to assert any claim or defenses
it may have under this Contract shall not be impaired as against Seller,
its assignee, or transferee.
NOTICES
It is agreed that thirty (30) calendar days shall constitute reasonable
notice for the exercise of any right held by either party to this Contract.
All notices or other communications required or permitted to be given
pursuant to this Contract and by law shall be in writing and shall be valid
and sufficient if delivered by hand or dispatched through the U.S. Postal
Service by Registered or certified first-class mail, Return Receipt
Requested, postage prepaid to the addressees) set forth first herein, or
such other addresses as either party shall notify the other in writing. No
additional notice need be given to the installation addressees). Notices
dispatched through the U.S. Postal Service by Registered or certified
first-class mail, Return Receipt Requested, shall be given upon the date
received by addressee, as indicated in the executed Return Receipt.
In the event any notice, which has been dispatched in accordance with this
paragraph, is refused acceptance of delivery by the party to whom
addressed, notice shall be deemed to have been given as of the date of the
first attempt by the U.S. Postal Service to deliver same.
GENERAL
No delay or omission to exercise any right, power, or remedy accruing to
Seller or Buyer upon breach or default by either party under this Contract
shall impair any such right, power, or remedy of Seller or Buyer; not shall
any such delay or omission be construed as a waiver of any such breach or
default, or any similar breach or default thereafter occurring; nor shall
any waiver of a single breach of default be deemed a waiver of any such
subsequent breach or default. All waivers must be in writing.
This Contract shall be deemed to have been executed and entered into within
the State of Florida and any dispute arising hereunder shall be governed by
the laws of Florida. Any provision of this Contract in violation of the
laws of the State of Florida shall be ineffective to the extent of such
violation, without invalidating the remaining provisions of this Contract.
This Contract shall not be construed against a party because that party
wrote it.
The Section headings used herein are for convenience only and shall have no
significance in the interpretation of this Contract.
If delivery of the Equipment is not made at the time of the execution of
this Contract, Seller may insert the serial number and other marks used by
Seller to identify the Equipment on this Contract.
6
I
I
FUNDING
Buyer, as an entity of Government, is subject to the appropriation of funds
by its City Commission in an amount sufficient to allow continuation of its
performance in accordance with the terms and conditions of this Contract
for each and every fiscal year following the fiscal year in which this
Contract is executed and entered into and for which this Contract shall
remain in effect. Buyer shall, upon receipt of notice that sufficient
funds are not available to continue its full and faithful performance under
this Contract, provide prompt written notice to Seller of such event and
effective thirty (30) days after the giving of such notice, or upon the
expiration of the period of time for which funds were appropriated,
whichever occurs first, be thereafter released of all further obligations
in any way related to such Equipment. In such event, Buyer may within
sixty (60) days thereafter sell, lease, or otherwise dispose for fair
consideration, which in no event shall be less than the balance of all
installment payments due or which will become due hereunder, each
Commercial Unites) of the Equipment so affected and from the proceeds
thereof pay to Seller all remaining sums due under the terms of this
Contract, pursuant to Exhibit A, less any interest then unearned, or may
return to Seller each Commercial Unites) of the Equipment so affected, as
follows: (i) Buyer shall deliver unencumbered title of the Equipment to
Seller, and (ii) the Equipment returned to Seller shall be in good
condition, reasonable wear and tear excepted. However, Buyer agrees (1)
not to cancel the contract under this provision if any funds are
appropriated to it for the acquisition (by purchase, lease, or otherwise)
of other functionally equivalent equipment for the fiscal year of
termination provided such action is not contrary to any expressed
legislative intent, and (2) to expressly include in its appropriation
request each year of the Contract a request for an appropriation to fund
the Contract.
Buyer and Seller understand and intend that the obligation of Buyer to make
payments hereunder shall constitute a current expense payable solely from
non-ad-valorem funds of the Buyer and shall not in any way be construed to
be a debt of the Buyer in contravention of any applicable constitutional or
statutory limitation or requirement concerning the creation of indebtedness
by the Buyer, nor shall anything contained herein constitute a pledge of
the ad-valorem tax revenues, funds or moneys of Buyer. Seller shall have
no right to require or compel Buyer to levy ad-valorem taxes for the
payments due hereunder.
In the event Buyer returns any of the Equipment for failure of
appropriations, Seller shall retain all sums paid by Buyer under this
Contract with respect to such Equipment and Buyer shall transfer to Seller
good and marketable title, free of liens or encumbrances of any kind
whatsoever, of the Equipment. However, if during such sixty (60) day
period Buyer identifies another political subdivision of the State of
Florida (as that term is defined in section 103 of the Internal Revenue
Code of 1986, as amended) that is willing to assume all of the obligations
of the Buyer under the Contract (and Seller determines that such transfer
would not affect the tax-exempt nature of the obligation created under the
Contract and that such entity demonstrates acceptable creditworthiness)
Buyer may transfer such duties and obligations to such entity, thereby
terminating Buyer's liabilities for any duties or obligations to Seller
7
I
I
under this Contract that are assumed by such entity. Seller shall be
reimbursed by Buyer or such other entity for any costs or expenses
resulting from such transfer of duties and obligations.
Thereafter, the successor agency shall be responsible for performing all
the obligations of Buyer described in this Contract.
ESSENTIAL USE
Buyer represents that: (a) the use of the Equipment is essential to its
proper, efficient and economic functioning or to the services that it
provides to its citizens; (b) Buyer has an immediate need for and expects
to make immediate use of substantially all the Equipment, which need is not
temporary or expected to diminish in the foreseeable future; and (c) the
equipment shall be used by the Buyer only for the purpose of performing one
or more of its governmental or proprietary functions consistent with the
permissible scope of its authority.
FORM S03SG
Buyer shall complete and file on a timely basis, Internal Revenue Service
form 8038G in the manner set forth in section 149 (e) of the Internal
Revenue Code of 1986, as amended. Buyer will take and will cause its
officers, employees and agents, to take all actions legally within its
power necessary to ensure that the Interest Portion of the Rental Payments
does not become subject to federal income taxation under the Internal
Revenue Code of 1986 and treasury regulations promulgated thereunder.
Buyer represents, warrants and covenants that it shall not do, cause to be
done or fail to do any act if such act or failure to act will cause this
Contract or any transaction hereunder to be an arbitrage bond within the
meaning of section 148 of the Internal Revenue Code of 1986, as amended, or
a private activity bond within the meaning of section 141 of the Internal
Revenue Code of 1986 as amended.
SELLER OR ASSIGNEE LIABLE FOR OWN ACTS
The Buyer expressly recognizes that Seller or its Assignee shall not be
held liable to Buyer except for the acts or omissions of their respective
officers, employees, or agents, and shall not be otherwise liable to Buyer
for damages sustained by Buyer as a result of Buyer's use or possession of
the Equipment.
DISCLAIMER OF WARRANTIES BY SELLER
Seller is not a manufacturer of the Equipment or a Dealer in similar
Equipment, does not inspect the Equipment prior to delivery to Buyer and
has not made and does not make any representation, warranty, or covenant,
expressed or implied, with respect to the Equipment. The Vendor shall
remain directly liable to Buyer under its warranty. Buyer shall look
directly to Vendor in the event of any claim for breach of such warranty.
ENTIRE CONTRACT
This Contract for Installment Sale and Purchase constitutes one contract
between Buyer and Seller with reference to the purchase of each Commercial
8
I
I
Unit of the Equipment described above, which contract supersedes any and
all prior written or oral agreements. This Contract consists of nine
numbered pages and Exhibit A, Payment Schedule. This Contract shall not be
modified except in writing signed by both parties.
NOTICE TO SELLER
Buyer hereby represents that it is a governmental entity, that it has the
capacity and authority to enter into this Contract, subject to the
availability of lawfully appropriated funds, and that the person executing
on behalf of Buyer has authority to do so. It is not the Buyer's intent to
become a reseller or re-marketer of equipment purchased pursuant to this
Contract.
NOTICE TO BUYER
1. Do not sign the contract before you read it or if it contains .any
blank spaces.
2. You are entitled to an exact copy of the contract you sign.
3. Under the law you have the right to pay off in advance the full amount
due and under certain circumstances avoid the payment of additional
interest.
BUYER ACKNOWLEDGES RECEIPT OF A TRUE COPY HEREOF AND THE AGREEMENT HEREIN
REFERRED TO.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their respective representatives hereunto duly authorized, all
as of the day and year first above written.
city of Clearwater
Buyer
ATTEST:
By: ~il(lfu-tX O(,kyYL~
Title: Assistant Finance Director
ATTEST: r A:(J ~ L
By:
9
I
I
Security Capital corporation
3530 Ashford Dunwoody Road, Suite 152
Atlanta, Ga. 30319
RE: Contract for Installment Sale and Purchase dated as of March 18, 1994 by and
between Security capital Corporation (Seller) and the City of Clearwater
(Buyer).
Gentlemen:
I have acted as counsel to Buyer with respect to the attached Contract for
Installment Sale and Purchase and various related matters, and in this capacity have
reviewed a duplicate original or certified copy of the Contract and the Exhibits
attached thereto. Based upon the examination of these and such other documents as I
deem relevant, it is my opinion that:
1. Buyer is a municipal corporation and political subdivision of the State of
Florida (the State), duly organized, existing and operating under the constitution
and laws of the State.
2. Buyer is authorized and has power under State law to enter into the Contract,
and to carry out its obligations thereunder and the transactions contemplated
thereby.
3. The Contract has been duly authorized, approved, executed and delivered by and
on behalf of Buyer, and is a valid and binding contract of Buyer enforceable in
accordance with its terms, except to the extent limited by State 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.
4. The authorization, approval and execution of the Contract and all other
proceedings of Buyer relating to the transactions contemplated thereby have been
performed in accordance with all open meeting, public bidding and all other laws,
rules and regulations of the State.
5. The execution of the Contract and the appropriation of moneys to pay the Rental
Payments coming due thereunder do not result in the violation of any constitutional,
statutory or other limitation relating to the manner, form or amount of indebtedness
which may be incurred by Buyer.
6. To the best of my knowledge, there is no litigation, action, suit or proceeding
pending or before any court, administrative agency, arbitrator or governmental body,
that challenges the organization or existence of Buyer, the authority of its
officers; the proper authorization, approval and/or execution of the Contract,
Exhibits thereto and other documents contemplated thereby; the appropriation of
moneys to make Rental Payments under the Contract for Buyer's current fiscal year;
or the ability of Buyer otherwise to perform its obligations under the Contract and
the transactions contemplated thereby.
7. Approval for purchase and financing of the equipment referenced in the Contract
was duly and validly adopted by Buyer's governing body on November 29, 1993, and
such approval has not been amended or repealed and remains in full force and effect.
8. The Contract does not constitute, and is not expected to become, an arbitrage
bond within the meaning of Section 148 of the Internal Revenue Code of 1986, as
amended, or a private activity bond within the meaning of Section 141 of the
Internal Revenue Code of 86, as amended.
By:
3~44
Date
10
I
I
CITY OF CLEARWATER - SECURITY CAPITAL CORPORATION
Installment Sale and Purchase Amortization Schedule Exhibit A
Master Agreement Dated September 14, 1993
Schedule Number: 3
Equipment Descri~tion: Computer Equipment upgrade
Charge Debt SerV1ce to: 010-09600
Total Purchase Price: $28,858.00
Contract Date: 3/18/94
First Payment Date: 3/31/94
# Days to First Payment: 13
Index Rate in Percent: 5.74
Contract Rate Percent: 5.6245
Pmt Date Total Pmt Interest Principal princ Bal
-------- --------- -------- --------- ---------
3/31/94 1,645.59 58.61 1,586.98 27,271. 02
6/30/94 1,645.59 383.46 1,262.13 26,008.89
9/30/94 1,645.59 365.72 1,279.87 24,729.02
12/31/94 1,645.59 347.72 1,297.87 23,431.15
3/31/95 1,645.59 329.47 1,316.12 22,115.03
6/30/95 1,645.59 310.96 1,334.63 20,780.40
9/30/95 1,645.59 292.20 1,353.39 19,427.01
12/31/95 1,645.59 273.17 1,372.42 18,054.59
3/31/96 1,645.59 253.87 1,391.72 16,662.87
6/30/96 1,645.59 234.30 1,411.29 15,251. 58
9/30/96 1,645.59 214.46 1,431.13 13,820.45
12/31/96 1,645.59 194.33 1,451.26 12,369.19
3/31/97 1,645.59 173.93 1,471.66 10,897.53
6/30/97 1,645.59 153.23 1,492.36 9,405.17
9/30/97 1,645.59 132.25 1,513.34 7,891.83
12/31/97 1,645.59 110.97 1,534.62 6,357.21
3/31/98 1,645.59 89.39 1,556.20 4,801.01
6/30/98 1,645.59 67.51 1,578.08 3,222.93
9/30/98 1,645.59 45.32 1,600.27 1,622.66
12/31/98 1,645.59 22.82 1,622.77 (0.11)
Adjustment 0.11 (0.11) 0.00
---------- --------- ---------- ----------
Totals 32,911. 80 4,053.80 28,858.00
---------- --------- ----------
---------- --------- ----------
Totals by Fiscal Year
Fiscal 93-94 4,936.77 807.79 4,128.98
Fiscal 94-95 6,582.36 1,280.35 5,302.01
Fiscal 95-96 6,582.36 975.80 5,606.56
Fiscal 96-97 6,582.36 653.74 5,928.62
Fiscal 97-98 6,582.36 313.19 6,269.17
Fiscal 98-99 1,645.59 22.93 1,622.66
---------- -------- ----------
32,911. 80 4,053.80 28,858.00
---------- --------- ----------
---------- --------- ----------
I
,
ASSIGNMENT
This Assignment, dated March 18, 1994, is hereby given by Security Capital Corporation,
a Kansas corporation (the "Assignor"), to Koch Financial Corporation (the "AssIgnee"), whose
mailing address is 4111 East 37tb Street North, Wichita, Kansas 67220.
WITNESSETH:
WHEREAS, Assignor has entered into that certain Contract for Installment Sale and
Purchase, dated as of March 18, 1994 (the "Agreement"), with City of Clearwater ("Lessee"),
pursuant to which the equipment more particularly described therein (the "Equipment") is being
sold to Lessee under the terms stated in the Agreement;
WHEREAS, Assignor desires to sell, assign and transfer to Assignee, Assignor's right,
title and interest in, to and under the Agreement and the Equipment upon the terms and
conditions stated below;
NOW, THEREFORE, in consideration of the premises, the covenants contained herein,
and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Assignor hereby sells, transfers, delivers and assi~ns to Assignee, its successors
and assigns, without recourse, all of its right, title and interest In, to and under the following
items:
(1) the Agreement, together with all amendments, agreements, documents and
writings relating thereto, and
(2) the Equipment.
Assignor is not assigning any of its obligations to Lessee under the foregoing to Assignee,
and Assignee shall not be deemed to have assumed any of those obligations by virtue of this
Assignment.
Assignor irrevocably constitutes and appoints Assignee and any present or future officer
or agent of Assignee, or the successors or assigns of Assignee, as its lawful attorney with full
power of substitution and re-substitution, and in the name of Assignor or otherwise, to collect
and to sue in any court for payments due or to become due under the Agreement, or any part
thereof, to withdraw or settle any claims, suits or proceedings pertaining to or arising out of the
Agreement upon such terms as Assignee in its discretion may deem to be in its best interest, all
without notice to or consent of Assignor, and, further, to take possession and to endorse in the
name of Assignor any instrument for the payment of money received on account of the
payments due under the Agreement.
Assignor has authorized and directed Lessee, in writing, to pay to Assignee, its successors
and assigns, all payments due or to become due under the Agreement (except for the Excepted
Payments) from and after the date of this Assignment by forwarding such payments to the
address set forth above, a copy of which authorization and direction, acknowledged by Lessee,
has been furnished to Assignee.
Assignor hereby represents, warrants and covenants to and with Assignee as follows:
(a) Assignor is a corporation duly organized, validly existing and in good standing
under the laws of the state of its incorporation, with corporate powers and authority to own its
property (if applicable) and carry on its business as now being conducted.
(b) Assignor is duly qualified to transact business and hold property in every state
where the Equipment is located (if applicable).
I
I
(c) Assignor has full power, authority and legal right to enter into and perform its
obligations under this Assignment and the Agreement, and the execution, delivery and
performance thereof has been duly authorized by all necessary corporate actions on the part of
Assignor, and does not require any stockholder approval or the approval or consent of any
trustee or holder of any indebtedness or obligations of Assignor unless such required approvals
and consents have been duly obtained.
( d) The execution, delivery and performance of this Assignment and the Agreement
do not contravene any provision of the Certificate of Incorporation or Bylaws of Assignor and
do not and will not result in any breach of or constitute a default under any indenture,
mortgage, contract, agreement or instrument to which Assignor is a part or by which it or its
property is bound.
(e) This Assignment and the Agreement are legal, valid and binding contracts of the
Assi~nor, enforceable according to their terms, except as such enforcement is subject to
applIcable principles of equity and moratoriums and laws affecting creditor's rights generally.
(f) There is no pending or threatened action or proceeding before any court or
administrative agency which will adversely affect the ability of Assignor to perform its obligations
under this Assignment and the Agreement.
(g) Assignor has no knowledge of any facts or information which:
(i) impair the validity of the Agreement;
(iI) make it less valuable; or
(iii) if presented or disclosed to Assignee, would have materially influenced Assignee's
decision to execute this Assignment.
(h) There are no oral or written agreements that would affect, modify or impair the
Agreement, which is the final and complete understanding between Assignor and Lessee with
respect to the Agreement and the EqUIpment.
(i) The Agreement and the Equipment are free and clear of all claims, liens, security
interests and encumbrances of any kind or character, except the rights of Lessor under the
Agreement and except as contemplated in the Agreement. The Agreement and the Equipment
are and shall remain free of all claims, liens, security interests and encumbrances arising through
any act or omission of Assignor.
(j) The Agreement is a "state or local bond" within the meaning of Section 103(a) of
the Internal Revenue Code of 1986, as amended, and the interest portion of the payments due
thereon is not includible in gross income of the recipient for federal income tax purposes.
(k) Assignor has complied with and performed all obligations of Lessor under the
Agreement and all related documents and instruments.
(1) The A~reement delivered to Assignee herewith is an original and constitutes the
entire wnting, obligatIOn and agreement between the Assignor and Lessee respecting the
Equipment, the purchase thereof and the payment therefor by Lessee.
(m) The Agreement is in full force and effect and there is currently no default in the
performance of any obligation thereunder and the Lessee has not asserted any set-off,
counterclaim or defense with respect to its obligations under the Agreement.
Assignor will hereby agrees to indemnify, defend and hold Assignee harmless from and
against all claims, losses, costs and expenses ansing from or growing out of the failure of
Assignor to keep or perform any of the warranties, covenants or agreements contained in this
Assignment or the Agreement or arising from or growing out of the operation of, or attempt to
I
I
operate, the Equipment.
Assignor from time to time, at the request of the Assignee, shall execute and deliver
such further acknowledgments, agreements and instruments of assignment, transfer and
assurance, including bills of sale for the Equipment, and do all such further acts and things as
may be necessary or appropriate in the reasonable opinion of Assignee to give effect to the
provisions hereof and to more perfectly confirm the rights, titles and interests hereby assigned
and transferred to Assignee.
This Assignment (including without limitation all representations, warranties and
covenants) shall be binding on Assignor and its successors and assigns, and will inure to the
benefit of Assignee and its successors and assigns (including without limitation any subsequent
assignees of any right, title or interest assigned hereby).
This Assignment will be governed by the laws of the State of Kansas.
IN WITNESS WHEREOF, Assignor has executed this Assignment as of the date first
above written.
.~
I
I
Notice of Assignment
March 18, 1994
City of Clearwater
P.O. Box 4748
Clearwater, Florida 34618
Attn: Ms. Barbara Weston
Re: Contract for Installment Sale and Purchase Agreement
dated as of March 18, 1994, between Security Capital
Corpora!iol1i'Seller") aod the City of Clearwater, fJQ~i9a '_
("Buyer"). (schedule no. 3)
Ladies and Gentlemen:
Please be advised that Security Capital Corporation has assigned all its right,
title, and interest in, to and under the above referenced Agreement, the
Equipment leased thereunder and the right to receive Rental Payments
thereunder to the following assignee:
Koch Financial Corporation
clo Boatmen's First Nnational Bank
P.O. Box 263, Dept 268
Kansas City, MO 64183-0268
Tax Identification No.
All Rental Payments and payment of the Purchase Price due under the
Agreement should be made to he Assignee at the above address.
Plea~e acknowledge your receipt and acceptance of the assignment by signing
below.
Sincerely,
Acknowledged and Accepted
City of Clearwater, Florida
By:~nu. "l:":i ~
, ~
Title:
Title:
Assistant Finance Director