HomeMy WebLinkAboutR-02-28
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RESOLUTION NO. R-02-28
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SEBASTIAN, FLORIDA, AUTHORIZING THE LEASE-
FINANCING OF CERT AIN TELEPHONE EQUIPMENT
THROUGH EXECUTION OF A LEASE-PURCHASE
AGREEMENT WITH SIEMENS FINANCIAL SERVICES,
INC.; PROVIDING FOR THE PAYMENT OF THE LEASE
PAYMENTS; MAKING CERTAIN OTHER COVENANTS
AND AGREEMENTS IN CONNECTION THEREWITH; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council ofthe City of Sebastian, Florida has reviewed and determined
its anticipated equipment requirements; and
WHEREAS, the City Council has determined it is in its best interest to acquire the
equipment described in the Lease Purchase Agreement with Siemens Financial Services, Inc., a copy
of which is attached hereto as Exhibit A,
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEBASTIAN, FLORIDA:
Section 1: Authority for this Resolution. This Resolution is adopted pursuant to the
Constitution and laws of the State of Florida, including particularly Chapter 166, Part II, Florida
Statutes, and other applicable provisions of law (hereinafter collectively referred to as the "Act").
Section 2: Authorization of Equipment. The lease-financing ofthe Equipment is hereby
authorized, pursuant to the provisions of a Lease-Purchase Agreement attached hereto as Exhibit A.
Section 3: Approval of Lease-Purchase Agreement. The Lessee hereby authorizes and
directs its City Manager to execute and deliver, and the City Clerk of the Lessee to attest under the
seal of the Lessee, a Lease-Purchase Agreement, all ofthe provisions of which, when executed and
delivered by the Lessee as authorized herein and by the Siemens Financial Services, Inc., shall be
deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim
herein. The Lease Purchase Agreement shall be in such form as approved by the City Manager, such
approval to be conclusively presumed by the execution thereof. The rent payments to be paid under
the Lease-Purchase Agreement and the other terms of the Lease-Purchase Agreement shall be
consistent with the Lease Purchase Agreement attached hereto as Exhibit A.
Section 4: Designation as Qualified Small Issuer Obligation. The Lessee (including all
subordinate entities which issue tax-exempt debt on behalf of the Lessee) does not reasonably
anticipate issuing tax-exempt obligations in excess of$1 0,000,000 during the current calendar year.
The Lessee does hereby designate the obligation to lease the Equipment pursuant to the Lease-
OR103185;1
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Purchase Agreement as a qualified tax-exempt obligation under Section 265(b )(3) ofthe Internal
Revenue Code of 1986.
Section 5: Further Action. The proper officers of the Lessee are hereby authorized,
empowered and directed to take all such further action and to execute such additional documents as
they deem advisable to carry out the purposes of this Resolution.
Section 6: Severability of Invalid Provisions. If anyone or more of the covenants,
agreements or provisions contained in this Resolution or the Lease-Purchase Agreement, or any other
document or agreement hereby authorized shall be held contrary to any express provision oflaw, or
against public policy, or shall for any reason whatsoever be held invalid, then such covenants,
agreements or provisions shall be null and void and shall be deemed separable from the remaining
covenants, agreements or provisions and shall in no way affect the validity of any of the other
provisions hereof or ofthe Lease-Purchase Agreement, or any other document or agreement hereby
authorized.
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Section 7: Benefit of Resolution Limited. Except as herein otherwise expressly
provided, nothing in this Resolution, express or implied, is intended or shall be construed to confer
upon any person, firm or corporation other than the Lessee and Siemens Financial Services, Inc. (or
its assigns) any right, remedy or claim, legal or equitable, under or by reason of this Resolution or
any provision thereof, this Resolution and all its provisions being intended to be and being for the
sole and exclusive benefit of the Lessee and Siemens Financial Services, Inc. (or its assigns).
Section 11: Successors and Assigns. All the covenants, promises and agreements in this
Resolution contained by or on behalf of the Lessee shall bind and inure to the benefit of its
successors and assigns, whether so expressed or not.
Section l2: Repealing Clause. All resolutions, or parts thereof, or other official actions of
the Lessee in conflict with the provisions herein contained are, to the extent of such conflict, hereby
superseded and repealed.
Section 13: Effective Date. This Resolution shall take effect immediately upon adoption.
The foregoing Resolution was moved for adoption by Councilmember Barczyk . The motion
was seconded by Councilmember Hi 11
was as follows:
and, upon being put into a vote, the vote
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Mayor Walter Barnes
Vice-Mayor James Hill
Councilmember Joe Barczyk
Councilmember Ray Coniglio
Councilmember Edward J. Majcher, Jr.
aye
aye
aye
aye
absent
OR103185;1
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The Mayor thereupon declared this Resolution duly passed and Adopted this 26th day of June,
2002.
CITY OF SEBASTIAN, FLORIDA
(SEAL)
By:~U ~-r1l\ p~ ~)
Walter Barnes, Mayor
ATTEST:
/ \ I'
'< /'., I( )) .~---
{I Lf.:t?:/ l. -
Sally A. . io, CMC
City Clerk
Approved as to Form and Legality for
Reliance by the City of Sebastian Only:
"~ Jr.
OR103185;1
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S~E EM ENS,
"Exhibit A"
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SIEMENS FINANCIAL SERVICES
LEASE PURCHASE AGREEMENT NO. 630-0015231-001
This Lease Purchase Agreement is entered into as of July 30,2002 (the "Lease") by and
between Siemens Financial Services, as lessor ("Lessor"), and City of Sebastian, Florida
as lessee ("Lessee").
1. Agreement to Lease. Lessor agrees to lease to Lessee, and Lessee agrees to
lease from Lessor, the equipment (the "Equipment") described in Exhibit A attached hereto
in accordance with the terms and conditions set forth in this Lease.
2. Term. This Lease will become effective upon the date and year first set forth above.
The term of this Lease (hereinafter the "Lease Term") will commence on the date the
Lessee executes an Acceptance Certificate substantially in the form attached hereto as
Exhibit C.
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3. Acquisition of Equipment. Lessee hereby assigns to Lessor all of Lessee's right,
title and interest in and under the purchase contract(s) (the "Purchase Contract") for the
acquisition of the Equipment save and except rights or remedies which Lessee might have
pursuant to the Purchase Contract with regard to delay in delivery or failure to deliver the
Equipment pursuant to the Purchase Contract.
4. Lessee to Act as Agent. Lessor hereby irrevocably appoints Lessee as its agent in
connection with the acquisition and installation of the Equipment in accordance with the
Purchase Contract and such plans and specifications, if any, as shall be approved by
Lessee. Lessee confirms that, as agent of Lessor, it shall cause the acquisition and
installation of the Equipment to be completed as soon as reasonably practicable and in
accordance with this Lease and any applicable requirements of governmental authorities.
5. Rent. Lessee agrees to pay to Lessor or its assignee the lease payments including
the interest thereon (herein the "Lease Payments"), equal to the amounts specified in
Exhibit B. The Lease Payments will be payable without notice or demand at the office of
the Lessor (or such other place as Lessor or its assignee may from time to time designate
in writing) and will commence on the first lease payment date (the "Lease Payment Date")
as set forth in Exhibit B and continue thereafter on the dates set forth in Exhibit B. Any
payments received later than ten (10) days from the due date will bear interest at the lesser
of 16% per annum or the highest lawful rate from the due date.
Except as specifically provided in Section 8 hereof, the Lease Payments will be absolute
and unconditional in all events and will not be subject to any set-off, defense, counterclaim,
or recoupment for any reason whatsoever. Lessee reasonably believes that funds can be
. obtained sufficient to make all Lease Payments during the Lease Term and hereby
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Siemens Financial Services, Inc.
200 Somerset Corporate Blvd,
Bridgewater, NJ 08807-2843
Tel (908) 429.6000
Toll Free: (800) 327-4443
www.siemensfinancial.com
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covenants that its staff shall properly request funds from Lessee's governing body from
which Lease Payments may be made, including making provision for such payments to the
extent necessary in each budget submitted to its governing body for consideration;
provided, however, that nothing in this Lease shall be construed to create an indebtedness
or commitment of funds other than current revenues of the Lessee. It is Lessee's intent to
make Lease Payments for the full Lease Term if funds are legally available therefor and in
that regard Lessee represents that the use of the Equipment is essential to its proper,
efficient and economic operation.
Lease Payments have been calculated based upon current tax law and Internal Revenue
Service (the "IRS") revenue procedures. If in the opinion of Lessor's counsel, Lessor is no
longer entitled to exclude the interest portion of the Lease Payments from its gross income
for federal income tax purposes due to an amendment to, or replacement of, the Internal
Revenue Code of 1986, as amended (the "Code"), Lessor, at Lessor's option, will either
recalculate the Lease Payments for the remaining term of the Lease or extend the original
term of the Lease, as permitted by law, to protect the Lessor's originally anticipated after
tax yield. Such recalculations shall be on the basis that the interest portion of the Lease
Payments is subject to income tax at the highest marginal corporate tax rate. The Lessor
will prepare and furnish to the Lessee a revised Exhibit B.
6. Delivery and Acceptance. Lessee, as Lessor's agent, will cause the Equipment to
be delivered to Lessee at the location specified in Exhibit A ("Equipment Location" or "State
of Equipment Location"). Lessee will pay all transportation and other costs, if any, incurred
in connection with delivery of the Equipment. Lessee will accept the Equipment as soon as
it has been delivered and is operational. Lessee will evidence its acceptance of the
Equipment by executing and delivering to Lessor the Acceptance Certificate.
7. Disclaimer of Warranties; Limitation on Liability. Lessee acknowledges and
agrees that the Equipment is of a size, design and capacity selected by Lessee, that
Lessor is neither a manufacturer nor a vendor of such Equipment, and that LESSOR HAS
NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY
OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE
MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, DESIGN, OPERATION,
FITNESS FOR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY RESPECT
WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF
LESSEE, ORANY OTHER REPRESENTATION, WARRANTY OR COVENANT OF ANY
KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO. IN
ADDITION, LESSEE ACKNOWLEDGES THAT LESSOR HAS MADE NO
REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED AND HAS PROVIDED TO
LESSEE NO INFORMATION WHATSOEVER, REGARDING THE EQUIPMENT'S YEAR
2000 COMPLIANCE, Le., THAT THE EQUIPMENT IS ABLE OR UNABLE TO AND WILL
OR WILL NOT ACCURATELY RECEIVE, PROCESS, STORE, AND/OR PROVIDE
OUTPUT OF DA TE/TIME DATA RELATING TO THE TWENTIETH AND TWENTY-FIRST
CENTURIES, AND/OR, BETWEEN THE YEARS 1999 AND 2000, AND/OR DURING A
LEAP YEAR. IN NO EVENT SHALL LESSOR BE LIABLE (INCLUDING WITHOUT
LIMITATION, UNDER ANY THEORY IN TORTS) FOR ANY LOSS OF USE, REVENUE,
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ANTICIPATED PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS LEASE OR THE USE,
PERFORMANCE OR MAINTENANCE OF THE EQUIPMENT. Lessor hereby assigns to
Lessee for the Lease Term, so long as no Default as defined in Section 19 hereof has
occurred hereunder and is continuing, all manufacturer's warranties held by Lessor, if any,
express or implied, with respect to the Equipment, and Lessor authorizes Lessee to obtain
the customary services furnished in connection with such warranties at Lessee's expense.
8. Non-Appropriation of Funds. Notwithstanding anything contained in this Lease to
the contrary, in the event no funds or insufficient funds are appropriated and budgeted by
Lessee's governing body in any fiscal period for Lease Payments or other amounts due
under this Lease, this Lease shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to Lessee of any kind whatsoever,
except as to the portions of Lease Payments or other amounts herein agreed upon for
which funds shall have been appropriated and budgeted or are otherwise available.
Lessee will immediately notify the Lessor or its assignee of such occurrence. In the event
of such termination, Lessee shall immediately cease all use of the Equipment and shall, at
its sole expense and risk, immediately de-install, disassemble, pack, crate, insure, and
return the Equipment to Lessor (all in accordance with applicable industry standards) at
any location in the continental United States selected by Lessor. Such Equipment shall be
in the same condition as when received by Lessee (reasonable wear, tear and depreciation
resulting from normal and proper use excepted), shall be in good operating order and
maintenance as required by this Lease, shall be free and clear of any liens (except
Lessor's lien) and shall comply with all applicable laws and regulations. Lessee agrees to
execute and deliver to Lessor all documents reasonably requested by Lessor to evidence
the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the
termination of Lessee's interest in such Equipment. Lessor will have all legal and equitable
rights and remedies to take possession of the Equipment.
9. Lessee Certification.
(a) Lessee represents, covenants and warrants that: (i) Lessee is a department or
agency of the state where the Equipment will be located or a fully constituted political
subdivision or agency of the state where the Equipment will be located; (ii) the interest
portion of the Lease Payments shall be excluded from Lessor's gross income pursuant to
Section 103 of the Code; (iii) the execution, delivery and performance by the Lessee of this
Lease have been duly authorized by all necessary action on the part of the Lessee; (iv) this
Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in
accordance with its terms except as limited by state and federal laws, regulations, rulings
and court decisions relating to applicable bankruptcy, insolvency, reorganizations,
moratoriums or similar laws affecting the enforcement of creditors' rights generally; and
(v) Lessee will comply with the information reporting requirements of Section 149( e) of the
Code, and such compliance shall include but not be limited to the execution of information
statements requested by Lessor; (vi) Lessee will not do or cause to be done any act which
will cause, or by omission of any act allow, the Lease to be an arbitrage bond within the
meaning of Section 148(a) of the Code; (vii) Lessee will not do or cause to be done any act
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which will cause, or by omission of any act allow, this Lease to be a private activity bond
within the meaning of Section 141 (a) of the Code; (viii) Lessee will not do or cause to be
done any act which will cause, or by omission of any act allow, the interest portion of the
Lease Payments to be or become includable in gross income for Federal income taxation
purposes under the Code; and (ix) Lessee will be the only entity to own, use and operate
the Equipment during the Lease Term; (x) no event that constitutes, or with the giving of
notice or the lapse oftime or both would constitute, a Default (as herein defined) exists at
the date hereof; (xi) Lessee has, in accordance with the requirements of law, fully budgeted
and appropriated sufficient funds to make the Lease Payments scheduled to come due for
the current fiscal year and to meet its other obligations for such period, and such funds
have not been expended for other purposes; (xii) Lessee will cause to be done all things
necessary to keep this Lease in full force and effect; (xiii) the use of the Equipment is
essential to its proper, efficient and economic operation; (xiv) the useful life of the
Equipment is as great or greater than the Lease Term; (xv) the Equipment will not be used
in connection with a trial, test or start-up program of the Lessee; (xvi) the Lessee has never
failed to appropriate funds for payment of any amount due pursuant to a lease purchase
agreement, a conditional sales agreement or any similar type of obligation; (xvii) the
Lessee is not and has never been in default under any bond, note, lease purchase
agreement or other type of financial obligation to which it has been a party; (xviii) Lessee
has complied with such public bidding requirements as may be applicable to this Lease
and the acquisition by Lessee ofthe Equipment. Lessee's representations, covenants and
warranties shall survive the expiration of this Lease.
'$.. (Check here if applicable) (b) Lessee represents that it, together with its
subordinate entities, if any, does not expect to issue more than $10,000,000 of tax exempt
obligations during the current calendar year and it hereby designates the Lease as a
qualified tax exempt obligation for purposes of Section 265(b)(3) of the Code.
10. Title to Equipment; Security Interest. Upon acceptance of the Equipment by
Lessee hereunder, title to the Equipment will vest in Lessee; provided, however, that (i) in
the event of termination of this Lease by Lessee pursuant to Section 8 hereof, or (ii) upon
the occurrence of a Default as defined in Section 19 hereof, and as long as such Default is
continuing, title will immediately vest in Lessor or its assignee. In order to secure all of its
obligations hereunder, Lessee hereby (a) to the extent permitted by law, grants to Lessor a
first and prior security interest in any and all right, title and interest of Lessee in the
Equipment and in all additions, attachments, accessions, and substitutions thereto, and on
any proceeds therefrom, (b) agrees that this Lease may be filed as a financing statement
evidencing such security interest, and (c) agrees to execute and deliver all financing
statements, certificates of title and other instruments necessary or appropriate to evidence
such security interest.
11. Use; Repairs. Lessee will use the Equipment in a careful manner for the use
contemplated by the manufacturer for the Equipment and shall comply with all laws,
ordinances, insurance policies and regulations relating to, and will pay all costs, claims,
damages, fees and charges arising out of its possession, use or maintenance. Lessee, at
its expense, will keep the Equipment in good repair and furnish all parts, mechanisms, and
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devices required therefor. If any Equipment is customarily covered by a maintenance
agreement, Lessee will furnish Lessor with a maintenance agreement by a party
reasonably satisfactory to Lessor. No maintenance or other service for any Equipment will
be provided by Lessor.
12. Alterations. Lessee will not make any alterations, additions or improvements to the
Equipment without Lessor's prior written consent unless such alterations, additions or
improvements may be readily removed without causing damage to the Equipment. Any
alterations, additions or improvements to the Equipment shall become a part of the
Equipment and subject to this Lease.
13. Location; Inspection. The Equipment will not be removed from, or if the
Equipment consists of mobile goods or rolling stock, its permanent base will not be
changed from, the Equipment Location without Lessor's prior written consent which will not
be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or
elsewhere during reasonable business hours to inspect the Equipment or observe its use
and operation.
14. Liens and Taxes. Lessee shall keep the Equipment free and clear of all levies,
liens and encumbrances except those created under this Lease. Lessee shall pay, when
due, all Taxes (hereinafter defined) which may now or hereafter be imposed upon the
ownership, leasing, rental, sale, purchase, possession or use of the Equipment, the Lease,
the Lease Payments, any other payments due under this Lease or the transaction
contemplated hereby. If Lessee fails to pay said Taxes when due, Lessor shall have the
right, but shall not be obligated, to pay said Taxes. If Lessor pays any Taxes for which
Lessee is responsible or liable under this Lease, Lessee shall promptly reimburse Lessor
therefor. For purposes of this Lease, taxes ("Taxes") mean present and future taxes,
levies, duties, assessments or other governmental charges of federal, state and local
governments that are not based on the net income of Lessor, whether they are assessed
to or payable by Lessee or Lessor, including, without limitation, sales, use, excise,
licensing, registration, titling, gross receipts, stamp and personal property taxes, and
interest, penalties or fines on any of the foregoing.
15. Risk of Loss; Damage; Destruction. Lessee assumes all risk of loss of or
damage to the Equipment from any cause whatsoever, and no such loss of or damage to
the Equipment nor defect therein nor unfitness or obsolescence thereof shall relieve
Lessee of the obligation to make Lease Payments orto perform any other obligation under
this Lease. In the event of damage to any item of Equipment, Lessee will immediately
place the same in good repair with the proceeds of any insurance recovery applied to the
cost of such repair. If Lessor determines that any item of Equipment is lost, stolen,
destroyed or damaged beyond repair, Lessee at the option of Lessor will either (a) replace
the same with like equipment in good repair; or (b) on the next Lease Payment Date, pay
Lessor (i) all amounts then owed by Lessee to Lessor under this Lease, including the
Lease Payment due on such date; and (ii) an amount equal to the "Concluding Payment"
as set forth on Exhibit B.
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16. Insurance. Lessee will, at its expense, maintain at all times during the Lease Term,
fire and extended coverage, public liability and property damage insurance with respect to
the Equipment in such amounts, covering such risks, and with such insurers as shall be
satisfactory to Lessor, or, with Lessor's prior written consent, may self-insure against any or
all such risks. In no event will the property insurance limits be less than the amount of the
then applicable Concluding Payment with respect to such Equipment. The public liability
insurance policy will name Lessee, and Lessor or its assigns as insureds. The property
insurance policy will name Lessee as an insured and Lessor or its assigns as loss payee,
as their interests may appear. Each of the insurance policies will contain a clause requiring
the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the
terms of such policy or the cancellation thereof. The proceeds of any such policies will be
payable to Lessee and Lessor or its assigns as their interests may appear. Upon
acceptance of the Equipment and thirty (30) days prior to each insurance renewal date,
Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that
Lessee has been permitted to self-insure, Lessee will furnish Lessor with a letter or
certificate evidencing such self-insurance. In the event of any loss, damage, injury or
accident involving the Equipment, Lessee will promptly provide Lessor with written notice
thereof and make available to Lessor all information and documentation relating thereto.
17. Indemnification. Lessee shall, to the extent permitted by law, indemnify Lessor
against, and hold Lessor harmless from, any and all claims, actions, proceedings,
expenses, damages or liabilities, including attorney's fees and court costs, arising in
connection with the Equipment, including, but not limited to, its selection, purchase,
ownership, delivery, possession, lease, use, operation, rejection, revocation of acceptance
or return and the recovery of claims under insurance policies thereon. The provisions of
this Section 17 shall survive the expiration of this Lease.
18. Assignment. Without Lessor's prior written consent, Lessee will neither (i) assign,
transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of this
Lease or the Equipment or any interest in this Lease or the Equipment, nor (ii) sublet or
lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's
employees. Lessor may assign its rights, title and interest in and to this Lease, the
Equipment and any documents executed with respect to this Lease and/or grant or assign
a security interest in this Lease and the Equipment, in whole or in part. Any such
assignees shall have all of the rights of Lessor under this Lease. Subject to the foregoing,
this Lease inures to the benefit of and is binding upon the heirs, executors, administrators,
successors and assigns of the parties hereto. For the Lease Term and an additional
period of six (6) years thereafter, Lessee shall keep a complete and accurate record of all
assignments or reassignments of any of Lessor's right, title or interest in this Lease or the
Equipment in a form necessary to comply with Section 149(a) of the Code and the
regulations, promulgated thereunder by the IRS.
After notice of such an assignment, Lessee shall name the assignee as additional insured
and loss payee in any insurance policies obtained or in force. Any assignee of Lessor may
reassign this Lease and its interest in the Equipment and the Lease Payments to any other
person who, thereupon, shall be deemed to be Lessor hereunder.
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19. Default. The term "Default," as used herein, means the occurrence of anyone or
more of the following events: (i) Lessee fails to make any Lease Payment (or any other
payment) as it becomes due in accordance with the terms of the Lease, and any such
failure continues for ten (10) days after the due date thereof; (ii) Lessee fails to perform or
observe any other covenant, condition or agreement to be performed or observed by it
hereunder and such failure is not cured within twenty (20) days after written notice thereof
by Lessor; (iii) the discovery by Lessor that any statement, representation or warranty
made by Lessee in this Lease or in any writing ever delivered by Lessee pursuant hereto or
in connection herewith is false, misleading or erroneous in any material respect;
(iv) proceedings under any bankruptcy, insolvency, reorganization or similar legislation
shall be instituted against or by Lessee, or a receiver or similar officer shall be appointed
for Lessee or any of its property, and such proceedings or appointment shall not be
vacated, dismissed or fully stayed, within sixty (60) days after the institution or occurrence
thereof; or (v) an attachment, levy or execution is threatened or levied upon or against the
Equipment.
20. Remedies. Upon the occurrence of a Default, and as long as such Default is
continuing, Lessor may, at its option, exercise anyone or more of the following remedies:
(i) by written notice to Lessee, declare an amount equal to all amounts then due under the
Lease, and all remaining Lease Payments due during the fiscal year in effect when the
Default occurs, to be immediately due and payable whereupon the same shall become
immediately due and payable to the extent of available funds; (ii) by written notice to the
Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly
return the Equipment to Lessor in the manner set forth in Section 8 hereof, or Lessor, at its
option, may enter upon the premises where the Equipment is located and take immediate
possession of and remove the same without demand or notice, without any court order or
other process of law and without liability for any damage occasioned by taking possession;
(iii) sell or lease the Equipment or sublease it, in whole or in part, in public or private
transactions, for the account of Lessee, holding Lessee liable for all Lease Payments and
other payments due during the fiscal year in effect when the Default occurs; and
(Iv) exercise any other right, remedy or privilege which may be available to it under
applicable law or by appropriate court action at law or in equity to enforce the terms of this
Lease or to recover damages for the breach of this Lease or to rescind this Lease as to
any or all of the Equipment. In addition, Lessee will remain liable for all legal fees and
other costs and expenses, including court costs, incurred by Lessor with respect to the
enforcement of any of the remedies listed above. Lessor may be a purchaser at any sale
or may sublease of the Equipment pursuant to this Section 20 and the proceeds of any
such sale, lease or sublease shall be applied in the following order: (a) to the payment of
expenses related to such sale, lease or sublease including, without limitation, costs of
repair or replacement of the Equipment, expenses related to enforcement of this Lease,
including reasonable attorneys' fees and other expenses related thereto; (b) to the
payment of all amounts due hereunder including, without limitation, Lease Payments due
during the fiscal year in effect when the Default occurs; (c) to the payment of an amount
equal to the Concluding Payment set forth on Exhibit B for the Lease Payment Date
preceding such sale, lease or sublease; and (d) the balance, if any, to Lessee.
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21. Purchase Option. Upon thirty (30) days prior written notice from Lessee to Lessor,
and provided that there is no Default then existing, Lessee shall have the right to purchase
the Equipment on any Lease Payment Date by paying to Lessor, on such date, the Lease
Payment then due together with the Concluding Payment amount set forth opposite such
date on Exhibit B. Upon satisfaction by Lessee of such purchase conditions, Lessor will
transfer any and all of its right, title and interest in the Equipment to Lessee as is, where is,
without warranty, express or implied, except that the Equipment shall be free and clear of
any liens created by Lessor.
22. Notices. All notices to be given under this Lease shall be made in writing and either
personally delivered or mailed by certified mail, return receipt requested, to the other party
at its address set forth herein or at such address as the party may provide in writing from
time to time. Any such notice shall be deemed to have been received when delivered if
delivered personally or five days subsequent to mailing.
23. Section Headings. All section headings contained herein are for the convenience
of reference only and are not intended to define or limit the scope of any provision of this
Lease.
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24. Governing Law. This Lease shall be construed in accordance with and governed
by the laws of the State of Equipment Location as referenced on Exhibit A.
25. Delivery of Related Documents. Lessee will execute or provide, as requested by
Lessor, such other documents and information as are reasonably necessary with respect to
the transaction contemplated by this Lease.
26. Entire Agreement; Waiver. This Lease constitutes the entire agreement between
the parties with respect to the lease of the Equipment, and this Lease shall not be
modified, amended, altered or changed except with the written consent of Lessee and
Lessor. If any provision of this Lease shall be adjudged invalid, illegal or unenforceable by
a court of competent jurisdiction, the remaining provisions of this Lease shall not be
affected thereby, but this Lease shall be construed as if such invalid, illegal or
unenforceable provisions had not been contained therein and the remainder of this Lease
shall be valid and enforceable to the fullest extent permitted by law. Lessor shall not be
deemed to have waived any breach by Lessee of any term, covenant or condition of this
Lease unless Lessor makes such waiver in writing and any such waiver shall not operate
as a waiver of any subsequent breach of any terms, covenant or conditions of this Lease.
LESSOR AND LESSEE EACH WAIVE TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY
MATTER WHATSOEVER ARISING OUT OF OR IN ANYWAY CONNECTED WITH THIS
LEASE.
27. Execution in Counterparts. This Lease may be executed in several counterparts
and all of which shall constitute but one and the same instrument.
.
Page 8 of 13
.
.
.
IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first
written above.
SIEMENS FINANCIAL SERVICES, INC
200 Somerset Corporate Blvd.
Bridgewater, NJ 08807-2843
By:
Printed Name:
Title:
Page 9 of 13
City of Sebastian, Florida
1225 Main Street
Sebastian, Florida 32958
By:
Printed Name:
Title:
.
.
.
EXHIBIT A
DESCRIPTION OF EQUIPMENT
County and State
of Equipment Location
.
EXHIBIT A TO
ACCEPTANCE CERTIFICATE
.
.
.SIEMENS
5
1
1
1
2
1
2
10
3
1
15
. 1
1
2
2
1
.
rev, 1998.10.26
Date: 06/05/2002
Quotation No: 0
Customer: City of Sebastian PD
Siemens Hicom 150 H Communications Server (CS) Products
Detailed List of Products and Services
Description
I optiset e/optiPoint 500 Line Cord 4 Wire
i
I USB Cable-PC to Basic/Std/Advance 3m
i
I HiPath optiPoint 500 Acoustic Adapter
IAPC Smart-UPS 1000
! State Contractn-rial I
! HiPath optiPoint 500 Key Module, mangan
Model
Number
69674
69969
69915
651094
ADJ00001
69911
69905
Material
Unit List Price
Installation
Unit List Price
I
Extended Price II
26
I
751
i
1
69935 IOP500 Fcplts AnyPhone Qty 50
PROT150E I Lightning Protection (4 Circuit-sneakfuses) i
I !
1 HiPath optiPoint 500 Standard S/L,
I mangan
69909 HiPath optiPoint 500 Advance, mangan
55927 I HiPath PH 24
55936 OPTIPOINT 400 STANDARD HFA
97047 I HiPath 3500
97062 ,MMC 16 MB v1.2SW
96754 ISLU8
96778 TMGL4 CO TRK
i G281-0658-02IBasic Doc CD Rom
I i
i 55549 ! PhoneGuide SW for 48 Usrs
97050 IANI Option Kit
97052 IHG1500 V2 V&D Pkg
96892 HG1500 Exp 2ch
G281045800 Attendant P User Guide
Labce 1 Install Labor
Credit 1 Customer Discount
67105 ITristar Electrec Headset
97055 IAttendant P V 5,0 Pkg
97025 ITAPI170, 10 Users
97025 liP Wkpt Licenses, 25 ea
Mercom I Mini DVD Logger
21
1
15i
115
568i
(5,000)[
1401
50i
25
I
-I
115
568
(5,000)1
280[
I
50'
50
1
-1
-i
,
-,
I
i
,
-I
1,990
I
1,575
1,9201
6,6001
1,7001
4001
1,5801
7921
701
,
I
801
220
2,400
4,627j
44:
4,981
(5,293):
308'
.I
,
-I
-i
-I
80'
2201
2,4001
661
221
-i
(5,293)1
154'
I
-I
-i
-I
4,981'
-I
-I
-I
-I
~I
-I
19,2001
1
39,3581
19,200
I
Tol" U'I P're,
Estimated Sales Tax: I
Estimated Transportation Charges:
1
Total Purchase Price, excluding Sales Tax and Transportation I
,
i
I
-,
39,3581
1
.SIEMENS
Date: 05/30/2002
Quotation No: 0
Customer: City of Sebastian
.
.
Siemens Hicom 150 H Communications Server (CS) Products
Detailed List of Products and Services
i 1 , 1
! 1 i 568000 I Music on Hold, Adapter , 199: - 1991
, I 1
I 1 ! 260102 T1 ESF/SF CSU ACE Package I 945' - 945,
I 8 1 PROT150E Lightning Protection (4 Circuit-sneakfuses) 251 -I 2001
1 I i
1 699925 Music on Hold Announcer 4 Minutes 4581 -. 458:
18 I 69904 HiPath optiPoint 500 Standard S/L,arctic 1 1991 -I 3,582,
1 I
! i
6 69908 HiPath optiPoint 500 Advance, arctic 1 5251 - , 3,1501
5 55915 HiPath AP 1140 V3.0 1 1,4001 - 7,0001
2 55927 IHiPath PH 24 1,9201 - 3,8401
33 55936 OPTIPOINT 400 STANDARD HFA 440: - 14,5201
1 1 97012 I HiPath 3700 1 1,960: -I 1,9601
1 I 97032 !MMC 16 MB v3,0 SW 259 -, 259:
! 1 I 96789 SLM024 1,216T -I 1,2101
I
1 I 96871 ISLA16 1 8071 -! 8071
I
1 I 97033 TMST1 Kit 1,2091 - 1 1,209j
1 I 97035 Clock Module 280! -I 2801
1 I Mdf1503A MDF Basic Cabinet 40{ - 4041
,
Qty
24
Model
Number
69674
69932
69956
69967
69969
2 69914
1 69915
1 APC1000
1 96764
1 ADJOOO01
1 69700
2 69910
11 69960
2 69935
2 69873
Material
Unit List Price
Installation
Unit List Price
i
Extended Price I
481
1
~
20
801
150:
Description
loptiset e/optiPoint 500 Line Cord 4 Wire
21
!
-i
I
J
I HiPath 500 Wall Mount Kit 12/19 Button
IOP500 Wall Mount Line Cord 16cm
I Microphone Arctic
USB Cable-PC to Basic/Std/Advance 3m
28
5,
801
151
150
115'
2,477
-j
300
1151
2,4771
HiPath optiPoint 500 Analog Adapter
HiPath optiPoint 500 Acoustic Adapter
IAPC 60 Min Battery Backup Pkg for
'Office Pro E
BRI Device Connections (4)
I State ContractfTrial
IBLF Local Power Supply
HiPath optiPoint 500 Key Module, arctic
IOP500 Busy Lamp Field Arctic
OP500 Fcplts AnyPhone Qty 50
!OPtiPOint 500/optiset e Power Supply Kit
-I
I
720
(24,000),
40'
280:
650
100
1001
720,
(24,000)
40
140
650
50'
50'
I
-I
-I
-I
IPh
491
I
I
112'
-I
I
I
491
!
55548
1 G281-0658-02IBasic Doc CD Rom
I !
1
12
one UI e -I 1 ,
I
i 1 , Labce I Install Labor Fee - 12,4561 12,456
1 97013 I Expansion Cabinet 1,050 1 1,050
! -,
1 MDF1504A IMDF Expansion Cab 370 -I 3701
2 97044 HG 1500 V2 V&D Pk 17501 - 3500
G'd SW
i g
96892 IHG1500 EXP 2ch
GKIT100200 IAnalog Phone Instructs
G281075800 IOpti500 Quick Ref Gds
GKIT100200 jAnalog Operating Instruct
96794 TIEL4 Analog Tie Line
I
2,8001
351
1201
(105)]
205'
i
400:
351
5
(35)j
2051
rev. 1998.10.26
.SIEMENS
Date: 05/30/2002
Quotation No: 0
Customer: City of Sebastian
.
.
Siemens Hicom 150 H Communications Server (CS) Products
Detailed List of Products and Services
I 1 ! Encompass ICabling, Tng Room, MDF -I 6,7651 6,7651
J
I 1 I nfotel lEnd User Training -I 2,2141 2,2141
I 1 I ACS IVoIP/UM Net. Assess - 7,6001 7,600
: 1 1 i2Nista/PM ! i2Nista/PM , -I 18,3001 18,3001
I 1 i 97055 IAttendant P V 5,0 Pkg I -I -I
1 1 I 67105 I Tristar Electrec Headset 154i -I 1541
1 1 55573 loptiClient130 4 Clients -I - I .,
I
.
I
1
1
Qty
2
1
1
1
1
2
1
1
Model
Number
CPANLG150
1 G281045800
20532
96768
40505
40507
96828
96829
1
I Description
I CPE Analog Device
IAttendant P User Guide
IAII Serve Server
I Elcon BRI
VoiceMail System License
Voice Mail User Lic, 50
E-Mail System License
I Fax Mail System License
Material
Unit List Price
Installation
Unit List Price
Extended Price
48
221
5,8001
1,650i
-I
-I
24
22
5,8001
1,6501
-I
-I
-I
-!
-I
-I
-I
-I
-I
3
2
96815
97025
iTAPlno 10 Users
liP Wkpt Licenses, 25 ea
J
Total List Price:
1
Estimated Sales Tax: I
Estimated Transportation Charges: I
Total Purchase Price, excluding Sales Tax and Transportation
I
84,360,
-I
I
I
i
-,
84,360:
1
rev, 1998.10.26
SIEMENS
.
Exhibit 8
Lease Payment Schedule
Date Payment Amount Interest @ 4.92% Principal Concluding Payment
7/30/2002 $ $ $ 138,843.62
8/30/2002 $ 2,564.12 $ 558.69 $ 2,005.42 $ 136,798.09
9/30/2002 $ 2,564.12 $ 550.46 $ 2,013.66 $ 134,744.16
10/30/2002 $ 2,564.12 $ 542.20 $ 2,021.92 $ 132,681.80
11/30/2002 $ 2,564.12 $ 533.90 $ 2,030.22 $ 130,610.98
12/30/2002 $ 2,564.12 $ 525.56 $ 2,038.55 $ 128,531.66
1/30/2003 $ 2,564,12 $ 517.20 $ 2,046.92 $ 126,443.80
2/30/2003 $ 2,564.12 $ 508.80 $ 2,055.32 $ 124,347.38
3/30/2003 $ 2,564.12 $ 500.36 $ 2,063.76 $ 122,242.35
4/30/2003 $ 2,564.12 $ 491.89 $ 2,072.23 $ 120,128.68
5/30/2003 $ 2,564,12 $ 483.38 $ 2,080.73 $ 118,006.33
6/30/2003 $ 2,564.12 $ 474.84 $ 2,089.27 $ 115,875.27
7/30/2003 $ 2,564.12 $ 466.27 $ 2,097.85 $ 113,735.47
8/30/2003 $ 2,564.12 $ 457.66 $ 2,106.46 $ 111,586.88
9/30/2003 $ 2,564.12 $ 449.01 $ 2,115.10 $ 109,429.48
1 0/30/2003 $ 2,564.12 $ 440.33 $ 2,123.78 $ 107,263.22
11/30/2003 $ 2,564.12 $ 431.61 $ 2,132.50 $ 105,088.07
. 12/30/2003 $ 2,564,12 $ 422.86 $ 2,141.25 $ 102,903.99
1/30/2004 $ 2,564.12 $ 414.07 $ 2,150.04 $ 100,710.95
2/30/2004 $ 2,564.12 $ 405.25 $ 2,158.87 $ 98,508.91
3/30/2004 $ 2,564.12 $ 396.39 $ 2,167.73 $ 96,297.83
4/30/2004 $ 2,564.12 $ 387.49 $ 2,176.62 $ 94,077.67
5/30/2004 $ 2,564.12 $ 378.56 $ 2,185.56 $ 91,848.40
6/30/2004 $ 2,564.12 $ 369.59 $ 2,194.53 $ 89,609.98
7/30/2004 $ 2,564.12 $ 360.58 $ 2,203.53 $ 87,362.38
8/30/2004 $ 2,564.12 $ 351.54 $ 2,212.58 $ 85,105.55
9/30/2004 $ 2,564.12 $ 342.45 $ 2,221.66 $ 82,839.46
1 0/30/2004 $ 2,564.12 $ 333.34 $ 2,230.78 $ 80,564.06
11/30/2004 $ 2,564,12 '" 324.18 $ 2,239.93 $ 78,279.33
;Jl
12/30/2004 $ 2,564.12 $ 314.99 $ 2,249.13 $ 75,985.22
1/30/2005 $ 2,564.12 $ 305.76 $ 2,258.36 $ 73,681.69
2/30/2005 $ 2,564.12 $ 296.49 $ 2,267.63 $ 71,368.71
3/30/2005 $ 2,564.12 $ 287.18 $ 2,276.94 $ 69,046.24
4/30/2005 $ 2,564.12 $ 277.83 $ 2,286.28 $ 66,714.23
5/30/2005 $ 2,564.12 $ 268.45 $ 2,295.66 $ 64,372.65
6/30/2005 $ 2,564.12 $ 259.03 $ 2,305.09 $ 62,021.46
7/30/2005 $ 2,564.12 $ 249.57 $ 2,314.55 $ 59,660.62
8/30/2005 $ 2,564.12 $ 240.07 $ 2,324.05 $ 57,290.10
9/30/2005 $ 2,564.12 $ 230.53 $ 2,333.59 $ 54,909.84
10/30/2005 $ 2,564.12 $ 220.95 $ 2,343.16 $ 52,519.81
11/30/2005 $ 2,564.12 $ 211.33 $ 2,352.78 $ 50,119.97
12/30/2005 $ 2,564,12 $ 201.68 $ 2,362.44 $ 47,710.29
. Initial:
Siemens Financial Services, Inc.
200 Somerset Corporate Blvd, Tel: (908) 429-6000 www.siemensfinancial,com
Bridgewater, NJ 08807-2843 Toll Free: 1800) 327-4443
---- --------------------
.
1/30/2006 $ 2,564.12 $ 191.98 $ 2,372.13 $ 45,290.71
2/30/2006 $ 2,564.12 $ 182.24 $ 2,381.87 $ 42,861.20
3/30/2006 $ 2,564.12 $ 172.47 $ 2,391.65 $ 40,421.72
4/30/2006 $ 2,564.12 $ 162.65 $ 2,401.46 $ 37,972.23
5/30/2006 $ 2,564.12 $ 152.80 $ 2,411.32 $ 35,512.68
6/30/2006 $ 2,564.12 $ 142.90 $ 2,421.22 $ 33,043.04
7/30/2006 $ 2,564.12 $ 132.96 $ 2,431.15 $ 30,563.27
8/30/2006 $ 2,564.12 $ 122.98 $ 2,441.13 $ 28,073.31
9/30/2006 $ 2,564.12 $ 112.96 $ 2,451.15 $ 25,573.14
10/30/2006 $ 2,564.12 $ 102.90 $ 2,461.21 $ 23,062.70
11/30/2006 $ 2,564.12 $ 92.80 $ 2,471.31 $ 20,541.96
12/30/2006 $ 2,564.12 $ 82.66 $ 2,481.46 $ 18,010.88
1/30/2007 $ 2,564.12 $ 72.47 $ 2,491.64 $ 15,469.40
2/30/2007 $ 2,564.12 $ 62.25 $ 2,501.87 $ 12,917.50
3/30/2007 $ 2,564.12 $ 51.98 $ 2,512.14 $ 10,355.12
4/30/2007 $ 2,564.12 $ 41.67 $ 2,522.45 $ 7,782.22
5/30/2007 $ 2,564.12 $ 31.31 $ 2,532.80 $ 5,198.77
6/30/2007 $ 2,564.12 $ 20.92 $ 2,543.20 $ 2,604.71
7/30/2007 $ 2,564.12 $ 10.48 $ 2,553.63 $ 0.00
Initial:
.
.