MASTER LEASE PURCHASE AGREEMENT SCHEDULE OF PROPERTY NUMBERS 11& 12
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
TRANSCRIPT OF PROCEEDINGS
CITY OF CLEARWATER, FLORIDA
SCHEDULE OF PROPERTY NOS. 11 AND 12
TO
MASTER LEASE/PuRCHASE AGREEMENT
WITH
BANC OF AMERICA LEASING & CAPITAL LLC
October 12, 2001
Foley & Lardner
The Greenleaf Building
200 Laura Street
Jacksonville, FL 32202
Telephone: (904) 359-2000
00' ,/,
o -OO~I .. ()('
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
CITY OF CLEARWATER, FLORIDA
Schedule of Property Nos. 11 and 12
to
Master Lease/Purchase Agreement
with
Banc of America Leasing & Capital LLC
INDEX OF DOCUMENTS
DESCRIPTION
Schedule of Property No. 11
Schedule of Property No. 12
Truth-in-Bonding Statement...................................................................
City Clerk's Certificate.........................................................................
Essential Use of Funds Certificate............................................................
Acceptance Certificate...................................................................... . . . .
I 004.338045.1
O<g' ~OO!r -00
TAB
1
2
3
4
5
6
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
104.334594.1
SCHEDULE OF PROPERTY NO. 11
Re: Master Equipment Lease/Purchase Agreement dated as of
February 13,2001, between Banc of America Leasing & Capital, LLC,
as Lessor, and the City of Clearwater, Florida, as Lessee
1. Defined Terms. All terms used herein have the meanings ascribed to
them in the above-referenced Master Equipment Lease/Purchase Agreement (the "Master
Equipment Lease").
2. Equipment. The following items of Equipment are hereby included
under this Schedule of the Master Equipment Lease.
SEE LIST OF EQUIPMENT ATTACHED HERETO AS EXHIBIT A-2.
3. Payment Schedule.
Rental Payments. The Rental Payments shall be in such amounts and payable
on such dates as set forth in the Rental Payment Schedule attached to this Schedule as Exhibit
A-I. Rental Payments shall commence on the date on which the Equipment listed in this
Schedule is accepted by Lessee, as indicated in an Acceptance Certificate substantially in the
form of Exhibit B to the Master Equipment Lease or the date on which sufficient moneys to
purchase the Equipment are deposited for that purpose with an Acquisition Fund Custodian,
whichever is earlier.
Purchase Price Schedule. The Purchase Price on each Rental Payment date for
the Equipment listed in this Schedule shall be the amount set forth for such Rental Payment
date in the "Purchase Price" column of the Rental Payment Schedule attached to this Schedule.
The Purchase Price is in addition to all Rental Payments then due under this Schedule
(including the Rental Payment shown on the same line in the Rental Payment Schedule).
4. Representations, Warranties and Covenants. Lessee hereby represents,
warrants and covenants as follows:
(a) That its representations, warranties and covenants set forth in the Master
Equipment Lease are true and correct as though made on the date of commencement of Rental
Payments on this Schedule. Lessee further represents and warrants that no material adverse
change in Lessee's financial condition has occurred since the date of the Master Equipment
Lease.
(b) That the undersigned Financial Services Administrator is duly authorized
to execute this Schedule and other documentation relating to this Schedule on behalf of the
Lessee, by a resolution duly adopted by the governing body of the Lessee, and that no other
officer, member or official of the Lessee is required to execute this Schedule for this Schedule
to be a valid and binding obligation of the Lessee.
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
104.334594.1
5. The Lease. The terms and provisions of the Master Equipment Lease
(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.
The maximum Lease Term, subject to annual appropriation, is 36 months.
6. Acquisition Amount. The Acquisition Amount for the Equipment described
in this Schedule to be paid to the Lessee as reimbursement for payments to the Vendors is
$790,883.18.
7. Utilization Period. The Utilization Period applicable to this Schedule shall
end at the close of business, Florida time, on August 30, 2002.
Dated: August 30, 2002.
Lessor:
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
San Francisco, California 94104
By: ~J~
G . D. Smedal, Vice President
Lessee:
City of Clearwater, Florida
100 South Myrtle Ave., 3d Floor
Clearwater, Florida 33756
By:
Margaret Simmons, Financial Services
Administrator
2
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
104.334594.1
5. The Lease. The terms and provisions of the Master Equipment Lease
(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.
The maximum Lease Term, subject to annual appropriation, is 36 months.
6. Acquisition Amount. The Acquisition Amount for the Equipment described
in this Schedule to be paid to the Lessee as reimbursement for payments to the Vendors is
$790,883.18.
7. Utilization Period. The Utilization Period applicable to this Schedule shall
end at the close of business, Florida time, on August 30, 2002.
Dated: August 30, 2002.
Lessor:
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
San Francisco, California 94104
By:
Gail D. Smedal, Vice President
Lessee:
City of Clearwater, Florida
100 South Myrtle Ave., 3d Floor
Clearwater, Florida 33756
BY:~-<:~
Margaret Simmons, Financial Services
Administrator
2
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
104.334594.1
EXHIBIT A-I
RENTAL PAYMENT SCHEDULE
Rental Rental Payment Interest Portion Principal
Payment Date Amount (2.4828 %) Portion Purchase Price*
8/30/02 $790,883.18
9/1/02 $ 761.50 $ 54.54 $ 706.95 790,176.23
12/1/02 68,534.83 4,904.62 63,630.20 726,546.02
3/1/03 68,534.83 4,509.67 64,025.15 662,520.87
6/1/03 68,534.83 4,112.27 64,422.56 598,098.31
9/1/03 68,534.83 3,712.40 64,822.43 533,275.88
12/1/03 68,534.83 3,310.04 65,224.78 468,051.10
3/1/04 68,534.83 2,905.19 65,629.63 402,421.47
6/1/04 68,534.83 2,497.83 66,037.00 336,384.47
9/1/04 68,534.83 2,087.94 66,446.89 269,937.59
12/1/04 68,534.83 1,675.50 66,859.32 203,078.26
3/1/05 68,534.83 1,260.51 67,274.32 135,803.94
6/1/05 68,534.83 842.94 67,691.89 68,112.05
9/1/05 68,534.83 422.77 68,112.05 1.00
*The Purchase Option Commencement Date shall be August 30,2002. The Purchase Price
payable (i) on any Rental Payment date is the amount equal to the aggregate principal portion
of the remaining Rental Payments after payment of the Rental Payment payable on such Rental
Payment Date, and (ii) on any date other than a Rental Payment date is the amount equal to the
aggregate principal portion of the remaining Rental Payments plus an amount equal to the
interest portion of such Rental Payments accrued thereon to such date.
3
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
104.334594.1
For purposes of this Lease, "Taxable Rate," with respect to the interest
component of Rental Payments, means an annual rate of interest equal to 3.8886 % .
Lessee:
CITY OF CLEARWATER, FLORIDA
BY:~~u...Z /.~.
Margaret Smunons, Financial Services
Administrator
After payment of the applicable Purchase Price, Lessee will own the related Equipment, free
and clear of any obligations under the related Lease.
4
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
104.334594.1
Vendor
Garber Ford Mercury
Ringhaver Equipt Co.
Dell Computer
Selectron
Tidemark Solutions
Integrated Mass Sto.
Total
EXHIBIT A-2
LIST OF EQillPMENT
Amount
$535,568.00
36,273.00
34,794.00
33,900.00
15,330.00
135,018.18
$790,883.18
Equipment
(22) 2002 Ford Crown Victoria police
cruIsers
New Caterpillar 277 Multi Terrain
Loader
Computer equipment
IVR System-Voice Permits Software
IVR System
Storage Area Network
5
I
I
I
I
I
I
I
.1
I
I
I
I
I
I
I
I
I
I
104.334597.1
SCHEDULE OF PROPERTY NO. 12
Re: Master Equipment Lease/Purchase Agreement, dated as of
February 13,2001, between Banc of America Leasing & Capital, LLC,
as Lessor, and the City of Clearwater, Florida, as Lessee
1. Defined Terms. All terms used herein have the meanings ascribed to
them in the above-referenced Master Equipment Lease/Purchase Agreement (the "Master
Equipment Lease").
2. Equipment. The following items of Equipment are hereby included
under this Schedule of the Master Equipment Lease.
SEE LIST OF EQUIPMENT ATTACHED HERETO AS EXHIBIT A-2.
3. Payment Schedule.
Rental Payments. The Rental Payments shall be in such amounts and payable
on such dates as set forth in the Rental Payment Schedule attached to this Schedule as Exhibit
A-I. Rental Payments shall commence on the date on which the Equipment listed in this
Schedule is accepted by Lessee, as indicated in an Acceptance Certificate substantially in the
form of Exhibit B to the Master Equipment Lease or the date on which sufficient moneys to
purchase the Equipment are deposited for that purpose with an Acquisition Fund Custodian,
whichever is earlier.
Purchase Price Schedule. The Purchase Price on each Rental Payment date for
the Equipment listed in this Schedule shall be the amount set forth for such Rental Payment
date in the "Purchase Price" column of the Rental Payment Schedule attached to this Schedule.
The Purchase Price is in addition to all Rental Payments then due under this Schedule
(including the Rental Payment shown on the same line in the Rental Payment Schedule).
4. Representations, Warranties and Covenants. Lessee hereby represents,
warrants and covenants as follows:
(a) That its representations, warranties and covenants set forth in the Master
Equipment Lease are true and correct as though made on the date of commencement of Rental
Payments on this Schedule. Lessee further represents and warrants that no material adverse
change in Lessee's financial condition has occurred since the date of the Master Equipment
Lease.
(b) That the undersigned Financial Services Administrator is duly authorized
to execute this Schedule and other documentation relating to this Schedule on behalf of the
Lessee, by a resolution duly adopted by the governing body of the Lessee, and that no other
officer, member or official of the Lessee is required to execute this Schedule for this Schedule
to be a valid and binding obligation of the Lessee.
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
104.334597.1
5. The Lease. The terms and provisions of the Master Equipment Lease
(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.
The maximum Lease Term, subject to annual appropriation, is 60 months.
6. Acquisition Amount. The Acquisition Amount for the Equipment described
in this Schedule to be paid to the Lessee as reimbursement for payments to the Vendors is
$1,489,419.60.
7. Utilization Period. The Utilization Period applicable to this Schedule shall
end at the close of business, Florida time, on August 30, 2002.
Dated: August 30, 2002.
Lessor:
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
San Francisco, California 94104
By: ~~& ~
G D. Smedal, Vice President
Lessee:
City of Clearwater, Florida
100 South Myrtle Ave., 3d Floor
Clearwater, Florida 33756
By:
Margaret Simmons, Financial Services
Administrator
2
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
104.334597.1
5. The Lease. The terms and provisions of the Master Equipment Lease
(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.
The maximum Lease Term, subject to annual appropriation, is 60 months.
6. Acquisition Amount. The Acquisition Amount for the Equipment described
in this Schedule to be paid to the Lessee as reimbursement for payments to the Vendors is
$1,489,419.60.
7. Utilization Period. The Utilization Period applicable to this Schedule shall
end at the close of business, Florida time, on August 30, 2002.
Dated: August 30, 2002.
Lessor:
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
San Francisco, California 94104
By:
Gail D. Smedal, Vice President
Lessee:
City of Clearwater, Florida
100 South Myrtle Ave., 3d Floor
Clearwater, Florida 33756
By: ~Lr.r ~ ,Lb.-t~-
Margaret Simmons, Financial Services
Administrator
2
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
104.334597.1
EXHIBIT A-I
RENTAL PAYMENT SCHEDULE
Rental
Payment Date
Rental Payment
Amount
8/30/02
9/1/02
12/1/02
3/1/03
6/1/03
9/1/03
12/1/03
3/1/04
6/1/04
9/1/04
12/1/04
3/1/05
6/1/05
9/1/05
12/1/05
3/1/06
6/1/06
9/1/06
12/1/06
3/1/07
6/1/07
9/1/07
$ 927.16
80,340.59
80,340.59
80,340.59
80,340.59
80,340.59
80,340.59
80,340.59
80,340.59
80,340.59
80,340.59
80,340.59
80,340.59
80,340.59
80,340.59
80,340.59
80,340.59
80,340.59
80,340.59
80,340.59
80,340.59
Interest Portion
(2.9559%)
Principal
Portion
Purchase Price*
$1,489,419.60
1,488,614.73
1,419,274.63
1,349,422.12
1,279,053.42
1,208,164.71
1,136,752.15
1,064,811.87
992,339.97
919,332.52
845,785.56
771,695.11
697,057.15
621,867.63
546,122.48
469,817.60
392,948.84
315,512.03
237,502.99
158,917.49
79,751.25
1.00
*The Purchase Option Commencement Date shall be August 30, 2002. The Purchase Price
payable (i) on any Rental Payment date is the amount equal to the aggregate principal portion
of the remaining Rental Payments after payment of the Rental Payment payable on such Rental
Payment Date, and (ii) on any date other than a Rental Payment date is the amount equal to the
aggregate principal portion of the remaining Rental Payments plus an amount equal to the
interest portion of such Rental Payments accrued thereon to such date.
$ 122.29
11,000.49
10,488.08
9,971.89
9,451.88
8,928.04
8,400.31
7,868.69
7,333.14
6,793.64
6,250.14
5,702.63
5,151.08
4,595.45
4,035.71
3,471.83
2,903.79
2,331.56
1,755.09
1,174.36
589.34
$ 804.87
69,340.10
69,852.51
70,368.70
70,888.71
71,412.56
71,940.28
72,471.90
73,007.45
73,546.96
74,090.45
74,637.96
75,189.52
75,745.15
76,304.89
76,868.76
77,436.80
78,009.04
78,585.51
79,166.23
79,751.25
3
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
104.334597.1
For purposes of this Lease, "Taxable Rate," with respect to the interest
component of Rental Payments, means an annual rate of interest equal to 4.6295 %.
Lessee:
CITY OF CLEARWATER, FLORIDA
By: ~/.~
Margaret Simmons, Financial Services
Administrator
After payment of the applicable Purchase Price, Lessee will own the related Equipment, free
and clear of any obligations under the related Lease.
4
1
I
1
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
1)04.334597.1
Vendor
Garber Auto Mall
Maroone Chevrolet
Gaithersburg Equipt Co.
Mo- Trim
Briggs Equipment
E&E Equipment
Peterbilt of Central FL
John Deere Company
Florida Municipal Equipt
Hill-Kelly Dodge
Wesco Turf Supply
Jim Hardee Equipment
Florida Level & Transit Co.
The Gradall Company
Total
EXHIBIT A-2
LIST OF EQillPMENT
Amount
$269,467.00
291,950.00
30,513.13
23,596.00
81,747.00
29,200.00
163,856.00
61,357.50
39,978.00
20,993.00
82,378.47
134,240.00
75,490.80
184,652.70
$1,489,419.60
Equipment
Passenger van, pickup trucks, sedan
Chevrolet Pickup, Silverado 3500 Cab & Chassis
New Holland TS110 Tractor
Mo- Trim Mower Model LMT28-5R
Case 588 Forklift, Case 580 Loader with backhoe
Morbark Model 13 Drum Type Brush Chipper
Peterbilt Cab and Chassis Model #320
John Deere Model 602VL 5420 Tractor
Madvac Litter Collection Vehicle Model101-D
Dodge Grand Caravan
Toro Lawn Mowers
Heil DPE-28 Y d full eject side loader body
Lieca TCRA 1103 Plus Extended Range
Reflectories
Gradall XL31 00 4x4 Hydraulic Excavator
5
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
CERTIFICATE REQUIRED BY
SECTIONS 218.385(2) AND (3), FLORIDA STATUTES
August 30, 2002
The Mayor and Members of
the City Council of the City
of Clearwater, Florida
Clearwater, Florida
Re: $2.280.302.78 City of Clearwater LeaselPurchase of Equipment
Ladies and Gentlemen:
In connection with the proposed Schedule of Property Nos. 11 and 12 (the
"Schedules") pursuant to the Master Equipment LeaselPurchase Agreement dated February 13,
2001, between the City of Clearwater (the "City") and us, we have agreed to finance the leases of
equipment described in the Schedules upon the terms and conditions set forth therein and in the
Master Equipment LeaselPurchase Agreement.
The purpose of this letter is to furnish the City with information in connection
with the obligations described in the Schedules, as required by the provisions of Section
218.385(2) and 218.385(3), Florida Statutes, as amended.
1. The City is proposing to enter into the obligations represented by the Master
Equipment LeaselPurchase Agreement and the Schedules for the purpose of financing or
refinancing the cost of various items of city equipment. The obligations are expected to be
repaid over a period of five (5) years. At the interest rates specified in the Schedule, total interest
paid over the life ofthe obligations is expected to be approximately $150,615.55.
2. The source of repayment or security for the obligations is a covenant to budget
and appropriate funds to satisfy such obligations on an annual basis, subject to the City's right to
nonappropriate in any given year and terminate the obligations. Authorizing the obligations and
budgeting and appropriating sufficient funds to pay such obligations each year will result in an
average of approximately $486,183.68 of such revenues not being available to finance other
services each year for approximately five (5) years.
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
We understand that the statements set forth in paragraphs numbered 1 and 2 are
for informational purposes only and shall not affect or control the actual terms and conditions of
the obligations.
BANC OF AMERICA LEASING & CAPITAL,
LLC
By: ~~~
G' . Smedal, Vice President ......
1004.334600.1
2
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I 004.334601.1
CLERK'S CERTIFICATE
The undersigned, a duly elected and acting City Clerk of the City of Clearwater,
Florida (the "Lessee"), certifies as follows:
A. The following listed person is the duly appointed Financial Services
Administrator of the Lessee (the "Official") in the capacity set forth opposite her name
below and that the signature below is true and correct as of the date hereof;
B. The Official is duly authorized, on behalf of the Lessee, by a duly
adopted resolution of the governing body of the Lessee, to negotiate, execute and
deliver Schedule of Property Nos. 11 and 12, related documentation and all future
Schedules of Property and related documentation under the Master Equipment
Lease/Purchase Agreement dated February 13, 2001 (collectively, the "Documents")
and these Documents are binding and authorized agreements and certificates of the
Lessee, enforceable in all respects in accordance with their terms, and no other officer,
member or official of the Lessee is required to execute the Documents for such
Documents to be valid, binding and enforceable against the Lessee.
Name of Official
Title
Signature
Margaret Simmons
Financial Services
Administrator
Dated: August 30, 2002
.~
By: )
.f-,)Cynth' . Goudeau, City Clerk
(The signer of this Certificate cannot be listed above as authorized to ex~ute'the Documents.)
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I 004.334602.1
ESSENTIAL USE/SOURCE OF FUNDS CERTIFICATE
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
San Francisco, California 94104
Re: Master Equipment Lease/Purchase Agreement dated February 13, 2001;
Schedule of Property Nos. 11 and 12 dated August 30, 2002
This certificate confirms and affIrms that the Equipment described in the Agreement
and Schedules referenced above is essential to the governmental, municipal or public purposes
or functions of the Lessee or to the services Lessee provides its citizens. Further, Lessee has
an immediate need for, and expects to make immediate use of, substantially all such
Equipment, which need is not temporary or expected to diminish in the foreseeable future.
Such Equipment will be used by Lessee only for the purpose of performing one or more of
Lessee's governmental or proprietary functions permitted under the Act (as defined in the
Agreement referenced above).
Lessee expects and anticipates adequate funds to be available for all future payments or
rent due after the current budgetary period, subject to annual appropriation.
Date: August 30, 2002
Lessee:
CITY OF CLEARWATER, FLORIDA
BY:~'< ~
Margaret Sons, Financial Services
Administrator
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
104.334603.1
ACCEPTANCE CERTIFICATE
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
San Francisco, California 94104
Re: Schedule of Property Nos. 11 and 12, dated August 30, 2002, to
Master Equipment Lease/Purchase Agreement, dated February 13,
2001, between Banc of America Leasing & Capital, LLC, as
Lessor, and the City of Clearwater, Florida, as Lessee.
Ladies and Gentlemen:
In accordance with the Master Equipment Lease/Purchase Agreement (the
"Agreement"), the undersigned Lessee hereby certifies and represents to, and agrees with
Lessor as follows:
1. All of the Equipment (as such term is defined in the Agreement) listed in
the above-referenced Schedules of Property (the "Schedules") has been delivered, installed and
accepted on the date hereof.
2. Lessee has conducted such inspection and/or testing of the Equipment
listed in the Schedules as it deems necessary and appropriate and hereby acknowledges that it
accepts the Equipment for all purposes.
3. Lessee is currently maintaining the insurance coverage required by
Section 7.02 of the Agreement.
4. No event or condition that constitutes, or with notice or lapse of time, or
both, would constitute, an Event of Default (as defined in the Agreement) exists at the date
hereof.
Date: August 30,2002
Lessee:
City of Clearwater, Florida
100 South Myrtle Ave., 3d Floor
Clearwater, Florida 33756
By: ~~~
~argaret Si ons, Financial Services
Administrator