SCHEDULE OF PROPERTY NO. 17 & 18 TO MASTER LEASE/PURCHASE AGREEMENT
FOLEY: LARDNER
August 14, 2003
FOLEY & LARDNER
THE GREENLEAF BUILDING
200 LAURA STREET
JACKSONVILLE, FLORIDA 32202.3510
P. O. BOX 240
JACKSONVILLE, FLORIDA 32201.0240
904.359.2000 TEL
904.359.8700 FAX
www.foleylardner.com
A T TOR N E Y S
A T
LAW
RECEIVED
jmcfarland@foleylaw.com EMAIL
SEP 03 2003
CLIENT/MATTER NUMBER
026295.0105
OFFICIAL RECORDS AND
LEGISlATIVE SRVCS DEPT
Mr. Bill Kleinsorge
City of Clearwater, Finance Department
1009 S. Myrtle Avenue
Clearwater, Florida 33756-5520
Re: City of Clearwater, Florida, Master Equipment LeaselPurchase Agreement,
Schedule of Property Nos. 17 and 18. dated August 6. 2003
Dear Mr. Kleinsorge:
Enclosed is the bound volume for Schedule of Property Nos. 17 and 18, representing the
most recent draw on the Master Equipment LeaselPurchase Agreement between the City of
Clearwater and Banc of America Leasing & Capital LLC. The enclosed bound volume supplements
the bound volume containing the Master Equipment LeaselPurchase Agreement executed on
February 13, 2001.
Sincerely,
Enclosure
.
.
BRUSSELS
CHICAGO
DENVER
DETROIT
JACKSONVI LLE
LOS ANGELES
MADISON
MILWAUKEE
ORLANDO
SACRAMENTO
SAN DIEGO
SAN DIEGO/DEL MAR
SAN FRANCISCO
TALLAHASSEE
TAMPA
WASHINGTON, D.C.
WEST PALM BEACH
004.390041.1
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TRANSCRIPT OF PROCEEDINGS
CITY OF CLEARWATER, FLORIDA
SCHEDULE OF PROPERTY NOS. 17 AND 18
TO
MASTER LEASE/PURCHASE AGREEMENT
WITH
BANC OF AMERICA LEASING & CAPITAL LLC
Dated August 6, 2003
Foley & Lardner
The Greenleaf Building
200 Laura Street
Jacksonville, FL 32202
Telephone: (904) 359-2000
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1004.390020.1
CITY OF CLEARWATER, FLORIDA
Schedule of Property Nos. 17 and 18
to
Master Lease/Purchase Agreement
with
Bane of America Leasing & Capital LLC
INDEX OF DOCUMENTS
DESCRIPTION
Schedule of Property No. 17 .............................................................. ...........................
Schedule of Property No. 18 .........................................................................................
Truth-in-Bonding Statement..........................................................................................
City Clerk's Certificate................................................ ..................................................
Essential Use of Funds Certificate.................................................................................
Acceptance Certificate ......................... ..... .....................................................................
TAB
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14.388004.1
SCHEDULE OF PROPERTY NO. 17
Re: Master Equipment LeaselPurchase 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 LeaselPurchase 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 Finance Director 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.
5. The Lease. The terms and provisions ofthe Master Equipment Lease
(other than to the extent that they relate solely to other Schedules or Equipment listed on other
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14.388004.1
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
$328,826.35.
7. Utilization Period. The Utilization Period applicable to this Schedule shall end
at the close of business, Florida time, on August 6, 2003.
Dated: August 6, 2003.
Lessor:
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
San Francisco, California 94104
BY:~~~
. Smedal, V Ice PreSIdent
Lessee:
City of Clearwater, Florida
100 South Myrtle Ave., 3d Floor
Clearwater, Florida 33756
By:
Margaret Simmons, Finance Director
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14.388004.1
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
$328,826.35.
7. Utilization Period. The Utilization Period applicable to this Schedule shall end
at the close of business, Florida time, on August 6, 2003.
Dated: August 6, 2003.
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: ~./ JL,~6?L--
Margaret Simmons, Finance Director
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14.388004.1
EXHIBIT A-I
RENTAL PAYMENT SCHEDULE
Rental Payment Rental Payment Interest Portion
Date Amount (1.9392%)
9/1/03 $ 442.82 $ 442.82
12/1/03 28,273.35 1,594.15
3/1/04 28,273.35 1,464.81
6/1/04 28,273.35 1,334.84
9/1/04 28,273.35 1,204.24
12/1/04 28,273.35 1,073.01
3/1/05 28,273.35 941.15
6/1/05 28,273.35 808.64
9/1/05 28,273.35 675.49
12/1/05 28,273.35 541.70
3/1/06 28,273.35 407.25
6/1/06 28,273.35 272.16
9/1/06 28,273.35 136.41
Principal
Portion
$26,679.20
26,808.54
26,938.51
27,069.11
27,200.34
27,332.20
27,464.71
27,597.86
27,731.65
27,866.10
28,001.19
28,136.94
Purchase Price*
$328,826.35
302,147.15
275,338.61
248,400.10
221,331.00
194,130.66
166,798.46
139,333.75
111,735.89
84,004.23
56,138.13
28,136.94
1.00
*The Purchase Option Commencement Date shall be August 6, 2003. 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 ofthe 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.
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14.388004.1
For purposes of this Lease, "Taxable Rate," with respect to the interest component
of Rental Payments, means an annual rate of interest equal to 3.0383%.
Lessee:
CITY OF CLEARWATER, FLORIDA
By: ~r/~
Margaret Simmons, Finance Director
After payment of the applicable Purchase Price, Lessee will own the related Equipment, free and
clear of any obligations under the related Lease.
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14.388004.1
EXHIBIT A-2
LIST OF EQUIPMENT
Vendor
Amount
Cues
Dell Marketing
Presidio Corp
Don Reid Ford
Total
$ 28,660.00
2,515.00
25,786.35
271,865.00
$328,826.35
Equipment
TV Truck upgrade
Computer Equipment
Cisco Catalyst switches 3550 Model
(11) 2003 Ford Crown Victoria
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14.388008.1
SCHEDULE OF PROPERTY NO. 18
Re: Master Equipment LeaselPurchase Agreement, dated as of
February 13, 2001, between Banc of America Leasing & Capital, LLC,
as Lessor, andthe 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 LeaselPurchase 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 Finance Director 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.
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
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14.388008.1
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
$849,627.44.
7. Utilization Period. The Utilization Period applicable to this Schedule shall end
at the close of business, Florida time, on August 6, 2003.
Dated: August 6, 2003.
Lessor:
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
San Francisco, California 94104
BY:~.J~
. Smedal, Vice President"'-
Lessee:
City of Clearwater, Florida
100 South Myrtle Ave., 3d Floor
Clearwater, Florida 33756
By:
Margaret Simmons, Finance Director
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14.388008.1
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
$849,627.44.
7. Utilization Period. The Utilization Period applicable to this Schedule shall end
at the close of business, Florida time, on August 6, 2003.
Dated: August 6, 2003.
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: GrYhA/',.t~;t/,~-
Margaret Simmons, Finance Director
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14.388008.1
EXHIBIT A-I
RENTAL PAYMENT SCHEDULE
Rental Payment Rental Payment Interest Portion
Date Amount (2.5565%)
9/1/03 $ 1,508.38 $1,508.38
12/1/03 45,389.72 5,430.18
3/1/04 45,389.72 5,174.79
6/1/04 45,389.72 4,917.77
9/1/04 45,389.72 4,659.10
12/1/04 45,389.72 4,398.78
3/1/05 45,389.72 4,136.80
6/1/05 45,389.72 3,873.14
9/1/05 45,389.72 3,607.80
12/1/05 45,389.72 3,340.76
3/1/06 45,389.72 3,072.01
6/1/06 45,389.72 2,801.55
9/1/06 45,389.72 2,529.36
12/1/06 45,389.72 2,255.43
3/1/07 45,389.72 1,979.74
6/1/07 45,389.72 1,702.30
9/1/07 45,389.72 1,423.08
12/1/07 45,389.72 1,142.08
3/1/08 45,389.72 859.28
6/1/08 45,389.72 574.68
9/1/08 45,389.72 288.25
Principal
Portion
Purchase Price*
$849,627.44
809,667.91
769,452.98
728,981.03
688,250.41
647,259.48
606,006.56
564,489.98
522,708.06
480,659.10
438,341.40
395,753.23
352,892.88
309,758.59
266,348.61
222,661.20
178,694.57
134,446.93
89,916.50
45,101.46
1.00
*The Purchase Option Commencement Date shall be August 6, 2003. 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 ofthe 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.
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$39,959.53
40,214.93
40,471.95
40,730.62
40,990.94
41,252.92
41,516.58
41,781.92
42,048.96
42,317.70
42,588.17
42,860.36
43,134.29
43,409.97
43,687.42
43,966.63
44,247.63
44,530.43
44,815.04
45,101.46
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14.388008.1
For purposes of this Lease, "Taxable Rate," with respect to the interest component
of Rental Payments, means an annual rate of interest equal to 4.0055%.
Lessee:
CITY OF CLEARWATER, FLORIDA
By: ~Jr/. ~
Margaret Simmons, Finance Director
After payment of the applicable Purchase Price, Lessee will own the related Equipment, free and
clear of any obligations under the related Lease.
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140388008.1
Vendor
CompServ
John Deere Govt & Nt!
Sales
Garber Auto Mall
Ringhaver Equipment
Maroone Chevrolet
Duval Ford
Alan Jay Chevrolet
Total
EXHIBIT A-2
LIST OF EQUIPMENT
Amount
$332,334.26
31,509.56
75,345.00
174,039.62
47,746.00
28,279.00
160,374.00
$849,627.44
Equipment
Cisco Computer Related Equipment
John Deere Utility Tractor Model 5420
(1) Tahoe Chev (1) GranP Pont(1) Subu Chev
(1) Backhoe Loader (1) Wheel Excavator
(2) Chevy Silverado (1) Chevy Cargo Van
Ford F450
(7) Chevrolet Vehicles (2003 Trucks)
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CERTIFICATE REQUIRED BY
SECTIONS 218.385(2) AND (3), FLORIDA STATUTES
August 6, 2003
The Mayor and Members of
the City Council of the City
of Clearwater, Florida
Clearwater, Florida
Re: $1.178.453.79 City of Clearwater LeaselPurchase of Equipment
Ladies and Gentlemen:
In connection with the proposed Schedule of Property Nos. 17 and 18 (the
"Schedules") pursuant to the Master Equipment LeaselPurchase Agreement dated February 13,
200 I, 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 of the obligations is expected to be approximately $70,571.93.
2. The source of repayment or security for the obligations is funds budgeted and
appropriated 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 $249,805.16 of such revenues not being available to finance other
services each year for approximately five (5) years.
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104.388011.1
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: ~ J ~"",-1
G' . Smedal, Vice President "
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104.388012.1
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 Finance Director 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. 17 and 18, 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
. ~
~Jf'~
Finance Director
),,~~ r~~
Dated: August 6, 2003
E. Goudeau, City. .G~~rlc . . .
(The signer of this Certificate cannot be listed above as authorized to exec~te'theDocuti1ents.)
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104.388013.1
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ESSENTIAL USE/SOURCE OF FUNDS CERTIFICATE
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
San Francisco, California 94104
Re: Master Equipment LeaselPurchase Agreement dated February 13, 2001; Schedule
of Property Nos. 17 and 18 dated August 6, 2003
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 6, 2003
Lessee:
CITY OF CLEARWATER, FLORIDA
By: ~o(:~~
Margaret Simmons, Finance Director
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14.388015.1
ACCEPTANCE CERTIFICATE
Banc of America Leasing & Capital, LLC
555 California Street, 4th Floor
San Francisco, California 94104
Re: Schedule of Property Nos. 17 and 18, dated August 6, 2003, to
Master Equipment LeaselPurchase Agreement, dated February 13,
200 I, 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 LeaselPurchase 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 msurance 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 6, 2003
Lessee:
City of Clearwater, Florida
100 South Myrtle Ave., 3d Floor
Clearwater, Florida 33756
By: ~~~
Margaret Simmons, Finance Director