Res. No. 085-01-11233RESOLUTION NO.85-01 -11233
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF SOUTH MIAMI,FLORIDA,APPROVING AN INTERLOCAL
AGREEMENT WITH THE SOUTH MIAMI COMMUNITY
REDEVELOPMENT AGENCY FOR THE PURCHASE AND OPERATION OF
A TRANSHUTTLE VEHICLE,PROVIDING FOR THE CITY TO BE THE
LESSEE OF A LEASE-PURCHASE AGREEMENT,PROVIDING FOR A
REPAYMENT SCHEDULE,AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS,theCity of SouthMiami(City)has created aSouthMiami Community
Redevelopment Agency (SMCRA)pursuant to Chapter 163,PartIII,Florida Statutes;and
WHEREAS,the City andthe SMCRA desire to have executed an interlocal agreement
providing for SMCRA budgeted fundstobe applied toward transportation services pursuant to
the South Miami Community Redevelopment Plan.
NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI:
Section 1.The City Manager is authorized to execute an Interlocal Agreement with
the South Miami Community Redevelopment Agency in substantially the form attached as
Exhibit "1."
Section 2.The City Manager is authorized to execute a lease-purchase agreement for
the purchase of a TranShuttle Vehicle in substantially theform attached as Exhibit "2."
Section 3.Pursuant tothe Interlocal Agreement,the SMCRA shall reimburse theCity
forany expenditures resulting fromthe lease-purchase agreement within thirtydays.
Section 4.This resolution shallbe effective upon adoption.
PASSED AND ADOPTED this _12_day of June 2001.
ATTEST:,APPROVED:
A*£L£*±
CITY CLERK
READ AND APPROVED AS TO FORM:
~~^S^/<~<£fe?//.
CITY ATTORNEY
jjfc
MAYOR
Commission Vote:
Mayor Robaina:
Vice Mayor Feliu:
Commissioner Bethel:
Commissioner Russell:
Commissioner Wiscombe:
4-0
Yea
Yea
Yea
out of room
Yea
CITY OF SOUTH MIAMI
INTER-OFFICE MEMORANDUM
F1I.I.U
M-AnNteaan
'•II''
Finalist
To:Honorable Mayor
andCity Commission
From:Charles Scurr /'//City Manager^J^
Date:June 5,2001
fvSubject:Meeting 6/12/01-
Interlocal Agreement withthe
SMCRA for the lease-purchase
of a TranShuttle Vehicle
REQUEST
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
SOUTH MIAMI,FLORIDA,APPROVING AN INTERLOCAL AGREEMENT WITH
THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY FOR THE
PURCHASE AND OPERATION OF A TRANSHUTTLE VEHICLE,PROVIDING
FOR THE CITY TO BE THE LESSEE OF A LEASE-PURCHASE AGREEMENT,
PROVIDING FOR A REPAYMENT SCHEDULE,AND PROVIDING FOR AN
EFFECTIVE DATE.
BACKGROUND AND ANALYSIS
OnMarch5,2001,theSouthMiamiCommunityRedevelopmentAgency(SMCRA)Boardapproved
aresolutionauthorizingtheExecutiveDirectortoexecutealease-purchaseagreementwiththe
MunicipalServicesGroupforthepurchaseofaTranShuttlevehiclefromFloridaTransportation
Systems,Inc.pursuantto a^tate contract.Perthe proposed lease-purchase agreement,the SMCRA
wouldhavemadeadownpayment of approximately$48,000uponreceipt of thevehicleandfive
annualpayments of approximately $14,000.
AstheMunicipalServicesGroupcompletedcertification of theagreement,however,theyvoiceda
concernregardingtherelativeyouthoftheAgency.Consequently,theMunicipalServicesGroup
requestedthatthelease-purchaseagreementbecompletedthroughtheCity of SouthMiami.
Theattachedresolutionandinterlocalagreementprovidefor the lease-purchaseagreementtobe
conducted through theCity.All other termsremainthesame.Therefore,theCitywillbethe
MLessee"andtheSMCRAwillsimplyreimbursetheCityforexpensesincurredfromthelease-
purchase agreement.
Theproposedinterlocal agreement wasapprovedbytheSMCRABoardonJune4,2001.
RECOMMENDATION
Your approval is recommended.
£*Hi&f /
DRAFT -
4/17/01
INTERLOCAL COOPERATION AGREEMENT
THIS INTERLOCAL COOPERATION AGREEMENT (Agreement)is made this
day of ,2001,between the City of South Miami,Florida,a
municipal corporation (City)andthe South Miami Community Redevelopment Agency,an
agencycreatedpursuanttoChapter 163,FloridaStatutes (Agency).
WHEREAS,theBoard of County Commissioners of Miami-Dade County,Florida
(Board)adopted Resolution No.R-13 74-96onDecember3,1996,which,among otherthings,
declaredthata slum or blighted area existed inageographicarea,describedgenerallyas
bounded by S.W.62nd Avenue on the West,S.W.62nd Street on the North,S.W.57th Avenue on
the East and S.W.72nd Street on the South,(Redevelopment Area),determined that it was
necessarytoredevelopthe Redevelopment Areainaccordance with theprovisions of PartIII of
Chapter 163,Florida Statutes (Act),anddelegatedtothe City Commission of theCity of South
Miami,Florida(City Commission)theauthoritytoexercisethe redevelopment powersconferred
upontheBoard within the Redevelopment Area inaccordance with the Act toenablethe City
Commission todeclaretheneedfor,createanddelegatepowerstoa community redevelopment
agencyandtoinitiate,prepareandadoptaplan of redevelopment forfinalapprovalby the
Board;and
WHEREAS,the City Commission,pursuantto Ordinance No.12-97-1633 enacted on
April 15,1997,accepted a delegation of powersfromtheBoard,founda need forandcreated the
Agency,declaredthe members of the City Commission tobe members of the Agency,granted
the Agency thepowertoexerciseallpowerspermitted by the Act which weredelegatedbythe
Boardtothe Agency anddirectedtheinitiation,preparationand adoption of a community
redevelopment plan by the Agency;and
WHEREAS,Chapter163,FloridaStatutes,providesforthe provision of community-
oriented services;and
WHEREAS,the City andthe Agency wishtoenterinto this Agreement inorderto
provideforthepurchase of the TranShuttle vehicle.
NOW,THEREFORE,the Cityandthe Agency agreeasfollows:
Section 1.The City has approved a lease-purchase agreement on behalf of the Agency
forthepurchase of aTranShuttlevehicle.Theamount of fundingprovidedbytheCityforthis
purpose shallnot exceed $118,000.
Section 2.TheAgencyshallrepaytheCityforallpaymentsmade pursuant tothelease-
purchase agreement within thirty days of such payment.
Section 3.This Agreement maybe amended onlyby written agreement signedbythe
Cityandthe Agency.
Section 4.This Agreement shallbeeffectiveuponexecution of thepartiesandshallbe
subjecttoany required reviewandapprovalbyMiami-DadeCounty.
IN WITNESS WHEREOF,theparties executed this Agreement this
,2001.
day of
CITY OF SOUTH MIAMI,FLORIDA
By:
CityManager
ATTEST:
By:
CityClerk
APPROVED AS TO FORM
CityAttorney
By:
By:
SOUTH MIAMI COMMUNITY REDEVELOPMENT
AGENCY
Executive Director
ATTEST:
Secretary
APPROVED AS TO FORM
General Counsel
Jun 01 01 05:01p HS8.U,PC 303-238-0904 p.3
Municipal Services Group,Inc.
5125 S.Kipling Parkway -Suite 300
Littleton,CO 80127
1.-800-530-3100
Fax 303-933-9991
Lease Purchase Agreement
LESSEE:City of South Miami
AGREEMENT #S628
ThisAgreementisabinding contract between Municipal ServicesGroup,Inc.(MSG)andthelessee(you).
1.TheAgreement.In executing this Agreement,you agree torent die equipment described inExhibitB
(the Equipment).Exhibit B also sets forth the terms of the Agreement,including the commencement (or
"Dated")date,whichisthe date whentheterm begins and your obligation topay rent accrues.Rental
payments should be paid toMSG as instructed,and mustbe paid onlyout of legally available funds.A
portion of eachrentalpayment represents interest,asshownonExhibitB,andExhibitBreflectsan interest
rateincludedintherentalpayments.Inorderto maintain thatinterest rate,youmustcomplywiththetax
covenants described below and file orcausetobefiled informational federaltaxForm8038G or,if
applicable,Form 8038 GC.If not,each rental payment will be increased to compensate for the loss of the#
taxexemptionstatuswhichwas assumed inthe initial interest rate.This form is included asa Supplement
totheAgreementandwillbe filed by MSG.These are informational returns onlyandwillnot require you
topayatax.This Agreement will automatically be renewed for each renewal term,unlessitis terminated
because of Section 11.
2.The Obligation toMake Payments.The initial term of the Agreement terminates onthe last dayof
yourthen current fiscal year,andtheterm will automatically be renewed attheend of the initial termor
any renewal termforan additional oneyear unless you fail to appropriate sufficient funds forthe rental
paymentsdueinthenext occurring term.Your obligation tomake rental payments shallbe absolute and
unconditional inallevents,exceptintheevent of non-appropriation.You agree todoeverythinglawfully
withinyour power to obtain the appropriation of funds for making rental payments underthis Agreement,
including,forexample,providing for rental paymentsineachbudgetsubmittedfor approval,
recommending the approval of that portion ofthe budget and exhausting all legal remedies available if that
portion of thebudgetisnot approved.Ifthe funds sufficient topayrentforany rental termarenot
appropriated,youmustgiveMSG prompt notice,and MSG may terminate thisAgreement.Termination
will be effective attheend of thelastrentaltermfor which therenthasbeenpaid.You representthatyour
obligations underthisAgreementwillnot violate any limitation onyour creation of indebtedness underthe
laws of your state.
3.TheEquipment.You agree and acknowledge that (i)you have selected the Equipment tobe acquired by
MSGandrentedtoyou,(ii)the Equipment is,and during the period ofthis Agreement shall remain,
personal property,(iii)the Equipment will have a useful life in your hands that is substantially inexcessof
theinitialtermandallrenewalterms of thisAgreement,and(iv)youdonotintendtosell,orotherwise
dispose of,the Equipment during the term ofthe Agreement except as specifically herein provided.You
may contact theseller of the Equipment directly,as MSG's agent,toeffectthe acquisition of the
Equipment.Whenyou accept the Equipment,youmust deliver toMSG an Acceptance Certificate in the
form of attachedExhibitD.MSGmayestablishanescrowaccountintowhichitwilldepositsufficient
fundstoacquiretheEquipment.
4.Titletothe Equipment;Power of Attorney.DuringthisAgreement,youwillhavetitletothe
Equipment,unlessyou default,or unless you sublease theEquipmentasprovidedISection14.Youagreeto
surrender possession of anytitle certificates intothe hands ofMSGtobeheldbyMSG until suchtime that
youexerciseyour rights pursuant to Section 5.If you default or non-appropriate,you agree to transfer title
and possession of the Equipment to MSG.To facilitate this transfer,you agree toexecuteanddeliverto
Jun 0101 05:01p HS8.U,PC 303-298-0904 p.4
MSG,when you receive the Equipment,a Power of Attorney for each title certificate.After you have paid
toMSGallamountsduehereunder,MSGshallreturnthetitlecertificatesandPower(s)of Attorneytoyou.
5.Option to Purchase at any Time.You may elect to purchase for cash all (and only all)of the
Equipment at any time by paying the applicable purchase price plus accrued interest,if applicable,as
shown in Exhibit B.
6.Responsibilities for Repair and Maintenance.You agree to maintain the Equipment in good condition
and make all necessary repairs and replacements at your expense.You agree to maintain a maintenance log
for the Equipment and permit MSG to inspect the Equipment and the log(s).You must have the Equipment
serviced and repaired at your expense when servicing or repair is required within intervals not exceeding
125%ofthose recommended in the owner's manual(s).
7.TaxCovenants.Youwillnotmakeor direct anyuse ofthe proceeds ofthe obligation provided herein or
any other funds which will cause such obligation to be an "arbitrage bond"within the meaning of Section
148 of the federal tax code (the "Code"),tobe"federally guaranteed"within the meaning of Section 149 of
the Code,or to be a "private activity bond"within the meaning of Section 141(a)of the Code.To that end,
so long as any rental payments are unpaid,you,with respect to such proceeds and such other funds,will
comply with all requirements of such Code sections and all regulations of the United States Department of
the Treasury issued thereunder to the extent that such requirements are,atthe time,applicable and in effect
Furthermore,to the extent applicable pursuant to Section 148(f)of the Code,you covenant to complete or
cause to be completed all reporting requirements and rebate all positive arbitrage to the United States of
America.You covenant that the Equipment will be used only for the purpose of performing oneor more
governmental or proprietary functions,and the Equipment will not be used in a trade or business of any
person or entity other than you or the sublesee specified herein on abasis different from the general public.
You will not use or permit the use of the Equipment by any person for a "private business use"within the
meaning of Section 141(b)of the Code in such manner or to such extent as would result in the inclusion of
interest received hereunder in gross income for federal income tax purposes under Section 103 of the Code.
The parties will cooperate in performing all act s and things legally required or desirable in order to assure
that the interest component of the rental payments will not be included in the gross income of MSG or its
assignsfor federal incometaxpurposes.
ft.Your Riskof Loss or Damage.Upon receipt of the Equipment,you agree to bear all risk of loss,
damage,destruction or theft You must maintain insurance of the types and in at least the amounts shown
on Exhibit C,directing your insurance company to give MSG a certificate showing MSG as lender loss
payee and an additional named insured.If you do not maintain the required insurance,MSG may obtain it
and charge you for it.You must give MSG prompt notice of(1)the loss,theft,or destruction of any part of
the Equipment,(2)any damage to the Equipment exceeding $500,or (3)any claim arising out of the
ownership,maintenance,storage or use of die Equipment.The parties will cooperate in deciding if
insurance proceeds will be applied to the repair of the Equipment or to its purchase price.If MSG receives
insurance proceeds exceeding the amount of the purchase price shown on Exhibit B,plus interest,or the
amount required to complete the work,MSG will forward the excess proceeds to you.
9.Indemnification.Except for the intentional or negligent acts of MSG arising out of entering into this
Agreement,including any misstatement of material fact,in connection with any transfer ofthis Agreement,
because you have selected the Equipment for your use and purposes,and because you operate and maintain
the Equipment,you agree,to the extent permitted by the laws of your state,to indemnify MSG against any
and all loss,damage,injury,claims,taxes (excluding MSG's income taxes),fees,fines,penalties,and
expenses (including reasonable legal fees and expenses)of every kind that relate to the use,operation,
ownership,condition or maintenance of the Equipment.Your obligation to indemnify MSG will continue
after termination of the Agreement as to all matters except those which arise from MSG's (or anyone MSG
sells or re-leases the Equipment to)use,operation,ownership,condition or maintenance of the Equipment
followingtermination.
10 Warranty MSG MAKES NO EXPRESS OR IMPLIED WARRANTIES CONCERNING THE
EQUIPMENT,INCLUDING BUT NOT LIMITED TO MERCHANTABILITY,SUITABILITY,OR
Jun 01 01 05:01p HS8.U,PC 303-298-0904 p.5
FITNESS FOR A PARTICULAR USE.THIS SECTION IN NO EVENT IS INTENDED TO AFFECT
THE WARRANTIESOR REPRESENTATIONS CONTAINED IN ANY CONTRACT ENTERED INTO
FOR THE ACQUISITION OFTHEEQUIPMENT.
11.Termination.This Agreement will terminate:(1)upon payment of all amounts due hereunder byyou
to MSG;(2)atthetimeand for the reason set forth in Section 2;(3)if youhave returned the Equipment and
paid all amounts due through theend of theterm then in effect,including interest,(4)uponyour purchase
ofthe Equipment under Section 5 and your payment ofall amounts due,(5)atMSG's option ifyou default
asdescribedinSection12,and(6)if allorany portion of theEquipmenthasbeen lost,stolenor damaged
beyond repair,uponMSG's receipt of insurance proceeds covering the purchase price ofthe lost,stolenor
damaged Equipment When this Agreement terminates,ifyou have not paid toMSG all amounts due
hereunder,youmust,at your expense,return the Equipment you have not purchased to MSG atthe address
specified byMSG,inasgood condition aswhenyou received it,ordinary wearexcepted.Youmustremove
all signs and markings andmake all repairs (other than for ordinary wear)requested by MSG.If youdo not,
MSGmaydoso and charge you for itNo prepaid interest willbe rebated toyou upon termination.
12.Default.You will beindefault if you fail toperformanyagreement of yoursinthisAgreementorany
ofyourrepresentations are found tobe false ormisleading.Ifany such default occurs,MSG,without notice
or demand,may declare this Agreement in default and declare all amounts eligible or actually appropriated
for rental payments under this Agreement tobe immediately due and payable.Equipment must then be
returned to MSG (at address specified by MSG)at your expense,and the Equipment and all your rights
therein shall be deemed surrendered toMSG.Upon declaration of default,MSGmay repossess the
Equipment withor without process of law,and for the purposes may enter upon any of your premises or
others'premises,wherever the Equipment may be found,without liability therefor.MSG may recover from
youany unpaid amounts due orto become due for the rest of the rental term,together with all expenses
including reasonable attorney'fees and legal expenses (tothe extent permitted by law)incurred byMSGto
enforce its rights.The repossession and sale ofthe Equipment shall not affect MSG's right to recover from
you all damages which MSG has suffered because ofyourbreach.MSG maysellor re-lease the Equipment
withorwithout advertisement,at public or private sale or leasing,withoutnoticetoyou,free of any of your
interest without anydutyto account toyou for MSG's actions or inaction or for any sale or re-lease
proceeds.The proceeds of any sale or re-lease willbe applied inthe following order:(1)tothe expenses
(including reasonable attorney's fees)associated with the default,repossession and restoration oftitleto
MSG;(2)tothe purchase price;and(3)ifany proceeds remain,toyou.IfMSGisunableto repossess any
Equipment after adefault the Equipment shall be deemed to have suffered a total loss compensable under
Section 8.MSGmayalso enforce your performance of your covenants or recover damages forthe breach
of those covenants.MSG's rights and remedies inthis section are not exclusive but are cumulative and in.
additiontoallotherrightsandremediesthatMSGhasatlaworinequity.
13.Liens.This Equipment mustbekept free of all liens and encumbrances at all times,provided thatthe
Equipment maybe subject toa sublease as provided in Section 14 hereof..
14.LimitationonAssignment.The assignment or sublease of this Agreement orany interest initorthe
Equipment without MSG's prior written consent is prohibited,except as provided inthis Section 14.In no
eventmayyou assign or sublet this Agreement or any interest initorthe Equipment toa non-governmental
entity.MSG may assign or sell its interest under this Agreement inwhole orin part,without yourconsent,
but the assignment will notbe effective until you have received notice disclosing the name and address of
assignee.Bt execution hereof,MSG specifically hereby consents to the execution by you ofa Sublease
Agreement with the City of South Miami Community Redevelopment Agency,in form and substance
substantially similar tothis Lease.Such sublease maynotbe amended or assigned without the express
written consent of MSG.By execution hereof,you hereby assign toMSG all payments under such Sublease
Agreementto secure payment byyouofthe rental payments hereunder.You hereby appoints MSG as your
attorney-in-fact,with full authority in your place and stead and in your name or otherwise,from time to
timein MSG's discretiontotakeanyactionandtoexecuteanyinstrumentthatMSGmaydeemnecessary
or advisable to accomplish the purposes of the assignment inthis Section 14,including,without limitation,
Toreceive,endorseandcollectallinstrumentsmadepayabletoyouundertheSublease Agreement
Jun0101 05:01p HS8.U,PC 303-298-0904 p.6
15.Late Charges.Ifyoudonot pay rental payments due under this Agreement on their due date,you must
pay a late charge of S25.00 plus an additional finance charge.The finance charge accrueson the applicable
rental payment amount atthe rate equal to the lesser of(1)12%or(2)the highest rate allowed by law.
16.Exhibits.All Exhibits and Supplements attached hereto are part of this Agreement incorporated herein
byreference,andmustbeexecutedbyyou.
17.OtherTerms.This Agreement constitutes the entire agreement between the parties asto the subject
matter it covers and maynotbe changed except bya written agreement signed byyou and MSG.Ifany part
of this Agreement is or becomes invalid,illegal,or unenforceable,such invalidity,illegality,or
unenforceability will not affect the other or remaining provisions hereof.This Agreement and all rights and
actions arising under it shall be governed by the laws ofthe state of Florida.No waiver,consent
modification or change of terms of this Agreement shall bind either party unless in writing signed by both
parties,and then such waiver,consent modification or change shall be effective only in the specific
instance and for the specific purpose given.This Agreement may be executed in several counterparts.All
notices mustbe addressed tithe parties at their addresses shown on Exhibit B,orat another address
specified by either parry in writing.
Opinion of Lessee's Counsel to Municipal Services Group,Inc.:The foregoing Lease Purchase
Agreement has been duly authorized and executed and is legal,valid and binding.
ATTORNEY FOR LESSEE:
Signature:,
Name(Pleaseprint):
Name &Address of Firm:
LESSEE:City of SouthMiami
BY:
Title:
Date:_^_____
LESSOR:Municipal Services Group,Inc.
BY:
Title:
Jun 0101 05:02p HSfcU,PC 303-298-0904 p.7
SUBLEASE AGREEMENT
LESSOR:City ofSouthMiami
LESSEE:City ofSouthMiamiCommunityRedevelopmentAgency
ThisAgreementisabinding contract betweentheCity of South Miami (the "Lessor")andthelessee(you).
1.TheAgreementThe Lessor hasexecuted a Lease Agreement with Municipal Services Group,Inc.("MSG")with respect
tothe equipment described in Exhibit B (the Equipment).In executing this Agreement,you agree torent the Equipment from
(lie Lessor.ExhibitBalsosets forth thetermsofthe Agreement,including the commencement (or "Dated")date,whichisthe
datewhenthetermbeginsandyour obligation topayrent accrues.Rental payments from youhavebeen assigned to MSG,
and should be paid toMSGas instructed,and mustbe paid onlyout of legally available funds.A portion of each rental
payment represents interest,as shown on Exhibit B,and Exhibit B reflects an interest rale included inthe rental payments.In
ordertomaintainthatinterest rate,youmustcomplywiththetaxcovenants described belowandfileorcausetobe filed
informational federal taxForm8038Gor,if applicable,Form 8038GC.If not,eachrentalpaymentwillbeincreasedto
compensate for the loss ofthe tax exemption status which was assumed in die initial interest rate.This form is included as a
Supplement tothe Agreement and willbe filed by MSG.These are informational returns only and willnot require youtopaya
tax.This Agreement will automatically be renewed for each renewal term,unless itis terminated because of Section 11.
2.The Obligation to Make Payments.The initial term of tlte Agreement terminates on the last day ofyour then current Fiscal
year,and the term will automatically be renewed attheendofthe initial term orany renewal term foran additional one year
unless you fail to appropriate sufficient funds for the rental payments due inthenext occurring term.Your obligation to make
rental payments shall be absolute and unconditional in all events,except in the event of non-appropriation.You agree to do
everything lawfully within yourpower to obtain theappropriation of funds for making rental payments under this Agreement,
including,for example,providing for rental payments ineach budget submitted for approval,recommending tlte approval of
that portion of the budget and exhausting all legal remedies available if that portion of the budget isnot approved.Ifthe funds
sufficient to pay rent for any rental term are not appropriated,you must give Lessor and MSG prompt notice,and MSG,on
Lessor's behalf,may terminate this Agreement Termination willbe effective attheendofthe last rental term for which the
renthasbeen paid.You represent thatyourobligations under this Agreement willnot violate any limitation onyourcreation
of indebtedness under thelaws of yourstate.
3.The EquipmentYou agree and acknowledge that (i)you have selected the Equipment tobe acquired by MSG and rented
toyou,(ii)the Equipment is,and during the period of this Agreement shall remain,personal property,(iii)the Equipment will
haveausefullife inyourhands thatis substantially in excess ofthe initial term and alt renewal terms of this Agreement,and
(iv)youdonot intend to sell,orotherwise dispose of,the Equipment during the term of the Agreement.Youmay contact the
seller ofthe Equipment directly,as MSG's agent,to effect (lie acquisition of the Equipment.When youaccept the Equipment,
youmustdeliver toMSGan Acceptance Certificate inthe form of attached Exhibit D.MSG may establish anescrow account
intowhichit will depositsufficient funds to acquire theEquipment
4.Titletothe Equipment;Power of Attorney.During this Agreement,youwill have titletothe Equipment,unless you
default.You agree to surrender possession of any title certificates into the hands of MSG tobe held by MSG until such time
that youexercise yourrights pursuant to Section 5.If you default ornon-appropriate,youagree to transfer titleand possession
ofthe Equipment to Lessor or,if directed by MSG,to MSG.To facilitate this transfer,you agree to execute and deliver to
MSG,whenyou receive the Equipment,a Power of Attorney for eachtitle certificate.AfteryouhavepaidtoMSG all amounts
due hereunder,MSGshallreturnthetitle certificates and Powcr(s)of Attorneytoyou.
5.Option to Purchase atany Time.You may elect to purchase for cash all (and only all)of the Equipment at any time by
paying the applicable purchase price plus accrued interest,if applicable,as shown in Exhibit B.
6.Responsibilities forRepairand Maintenance.You agree to maintain the Equipment in good condition and make all
necessary repairs and replacements at your expense.You agree to maintain a maintenance log for the Equipment and permit
MSG to inspect the Equipment and the log(s).You must have the Equipment serviced and repaired at your expense when
servicing or repair is required within intervals notexceeding 125%of those recommended intheowner's manuals).
7.TaxCovenants.You will notmakeor direct anyuseofthe proceeds of the obligation provided herein oranyother funds
which will cause such obligation tobean "arbitrage bond"within the meaning of Section 148 ofthe federal taxcode (the
"Code"),tobe "federally guaranteed"within the meaning of Section 149 oftheCode,orto be a "private activity bond"within
the meaning ofSection 141(a)ofthe Code.To that end,so long asanyrental payments are unpaid,you,with respect to such
proceeds and such other funds,will comply withall requirements ofsuch Code sections andall regulations of the United
States Department ofthe Treasury issued thereunder tothe extent that such requirements arc,atthe time,applicable and in
effect Furthermore,totheextent applicable pursuant to Section 148(0 of the Code,youcovenanttocompleteorcausetobe
completed all reporting requirements and rebate all positive arbitrage to the United States of America.You covenant thattiie
Equipment will be used only for tlte purpose of performing one ormore ofyour governmental orproprietary functions,and the
Jun 0101 05:03p HS8.U,PC 303-298-0904 p.8
Equipment willnotbeusedina trade or business ofany person or entity other than youona basis different from the general
public.Youwillnotuseor permit theuseof the Equipment by any person for a "private business use"widiin the meaning of
Section141(b)oftheCodeinsuchmannerortosuchextentaswouldresultintheinclusion ofinterestreceived hereunder in
gross income for federal income tax purposes under Section 103 of the Code.The parties will cooperate in performing altacts
and things legally required or desirable in order to assure that the interest component ofthe rental payments will notbe
includedinthegrossincome ofMSGoritsassignsfor federal incometax purposes.
8.YourRisk of Lossor Damage.Upon receipt of the Equipment,you agree tobearallrisk of loss,damage,destruction or
theftYoumust maintain insurance ofthe types and inat least the amounts shown on Exhibit C,directing your insurance
company togiveMSGa certificate showing MSG as lender loss payee and an additional named insured.Ifyoudonot
maintain die required insurance,MSGmay obtain it and charge you for it.YoumustgiveMSG prompt notice of (1)the loss,
theft,or destruction ofany part of the Equipment,(2)any damage to the Equipment exceeding S500,or(3)any claim arising
out of the ownership,maintenance,storage oruseofthe Equipment.The parties will cooperate in deciding if insurance
proceeds willbe applied tothe repair ofthe Equipment ortoits purchase price.IfMSGreceives insurance proceeds exceeding
the amount of the purchase price shown on Exhibit B,plus interest,orthe amount required to complete the work,MSG will
forward theexcessproceedstoyou.
9.Indemnification.Because youhave selected the Equipment for your use and purposes,and because you operate and
maintain the Equipment,you agree,totheextent permitted by the laws of your state,to indemnify MSG against any and all
loss,damage,injury,claims,taxes (excluding MSG'sincome taxes),fees,fines,penalties,and expenses (including reasonable
legal fees and expenses)ofeverykindthatrelate totheuse,operation,ownership,condition or maintenance ofthe Equipment
Your obligation toindemnifyMSGwill continue aftertermination oftheAgreement astoall matters exceptthosewhich arise
from MSG's(oranyoneMSGsellsor re-leases the Equipment to)use,operation,ownership,conditionor maintenance ofthe
Equipmentfollowingtermination.
10.Warranty.NEITHER LESSOR NORMSGMAKES ANY EXPRESSORIMPLIED WARRANTIES CONCERNING
THE EQUIPMENT,INCLUDING BUTNOT LIMITED TO MERCHANTABILITY,SUITABILITY,OR FITNESS FORA
PARTICULAR USE.THIS SECTION IN NO EVENT IS INTENDED TO AFFECT THE WARRANTTESOR
REPRESENTATIONS CONTAINED INANY CONTRACT ENTERED INTO FOR THE ACQUISITION OFTHE
EQUIPMENT.
11.Termination.This Agreement will terminate:(1)upon payment ofall amounts due hereunder byyouto Lessor orits
asigns;(2)atthetimeand for the reason set forth in Section 2;(3)ifyouhave returned theEquipment and paid all amounts due
through theendofthetermthenin effect,including interest,(4)uponyour purchase ofthe Equipment under Section 5 and
yourpayment of all amounts due,(5)atMSG's option ifyou default asdescribed in Section 12,and (6)if all orany portion of
the Equipment hasbeenlost,stolenor damaged beyond repair,upon MSG's receipt of insurance proceeds covering the
purchase price ofthelost stolen or damaged Equipment When this Agreement terminates,ifyouhavenot paid to Lessor or
its assigns all amounts due hereunder,youmustat your expense,return the Equipment youhavenot purchased toMSGatthe
address specified byMSG,inasgood condition as when you received it ordinary wearexcepted.Youmust remove allsigns
and markings and make all repairs (other than for ordinary wear)requested by MSG.Ifyoudonot,MSG maydoso and
chargeyoufor it No prepaid interestwillbe rebated toyouupon termination.
12.Default.Youwillbein default ifyou fail to perform any agreement of yours inthis Agreement orany of your
representations arc found tobe false or misleading.Ifany such default occurs,MSG,without notice or demand,may declare
this Agreement in default and declare all amounts eligible or actually appropriated for rental payments under this Agreement
tobe immediately due and payable.Equipment must then be returned toMSG(ataddress specified by MSG)atyourexpense,
and the Equipment and allyourrights therein shall be deemed surrendered to MSG.Upon declaration of default,MSG may
repossess the Equipment withorwithout process of law,and for the purposes mayenteruponanyofyour premises orothers'
premises,wherever the Equipment maybe found,without liability therefore.MSG mayrecover from you any unpaid amounts
dueorto become due for therestofthe rental term,together withall expenses including reasonable attorney'fees and legal
expenses (totheextent permitted bylaw)incurred byMSGto enforce its rights.The repossession andsale of the Equipment
shall notaffectMSG's right to recover from youall damages which's has suffered because of yourbreach.MSG may sellor
re-lease the Equipment withorwithout advertisement at public or private saleor leasing,withoutnoticetoyou,freeofanyof
yourinterestwithoutanydutyto account toyou for MSG's actions or inaction or for anysaleor re-lease proceeds.The
proceeds of anysaleor re-lease willbe applied inthe following order:(1)tothe expenses (including reasonable attorney's
fees)associated withthedefault repossession and restoration of tideto MSG;(2)tothe purchase price;and(3)if any
proceeds remain,toyou.If MSGis unable to repossess any Equipment aftera default,the Equipment shallbedeemedtohave
sufferedatotalloss compensable under Section 8.MSGmayalso enforce your performance ofyourcovenantsorrecover
damagesforthebreach ofthosecovenants.MSG'srightsandremediesinthissectionarenot exclusive butare cumulative and
in addition to all otherrightsand remedies thatMSGhasatlaworin equity.
13.Liens.ThisEquipmentmustbekeptfree of allliensand encumbrances atalltimes.
14.LimitationonAssignment.Lessor has assigned its rights in die Agreement to MSG,and by execution hereofyouconsent
tosuch assignment Assignment or sublease ofthis Agreement orany interest initorthe Equipment without MSG's prior
written consent is prohibited.Innoeventmayyou assign or sublet this Agreement oranyinterest initorthe Equipment toa
Jun 01 01 05:04p HS8.U,PC 303-298-0904 P-9
non-govenunental entity.MSG,as assignee of Lessor,may assign orsell itsinterest under this Agreement inwhole orin part,
without your consent butthe assignment will notbe effective until you have received notice disclosing the name and address
of assignee.
15.LateCharges.Ifyoudonot pay rental payments due under this Agreement on their due date,you must pay a late charge
of $25.00 plusan additional finance charge.The finance charge accrues ontheapplicable rental payment amount atthe rate
equal tothe lesser of (1)12%or(2)the highest rate allowed by law.
16.Exhibits.All Exhibits and Supplements attached hereto are part ofthis Agreement incorporated herein by reference,and
must be executed by you.
17.Other Terms.This Agreement constitutes the entire agreement between the parties astothe subject matter it covers and
may notbe changed except bya written agreement signed by you and Lessor.If any part of this Agreement isorbecomes
invalid,illegal,or unenforceable,such invalidity,illegality,or unenforceability will not affect the other or remaining
provisions hereof.This Agreement and all rights and actions arising under it shall be governed by the laws of your state.No
waiver,consent modification or change of terms of this Agreement shall bind either party unless in writing signed by both
parties,and then such waiver,consent modification or change shall be effective only in the specific instance and for die
specific purpose given.This Agreement may be executed inseveral counterparts.Allnotices must be addressed to the parties
attheir addresses shownonExhibitB,orat another address specifiedbyeither parry inwriting.
Opinion of Lessee's Counsel to Municipal Services Group,Inc.:The foregoing Sublease Agreement has been duly
authorized andexecutedandis legal,valid and binding.
ATTORNEY FOR LESSEE:
Signature:
Name (Pleaseprint):
Name &Address*of Firm:
LESSEE:City of SouthMiamiCommunity Redevelopment Agency
BY:
Title:
Date:
LESSOR:City of South Miami.
BY:
Title:
EXHIBIT B
TERMS
1.The Equipment which is the subject of the Lease Purchase Agreement is:
One (1)2001 Bluebird CAFE2509 Transhuttle
2.Fixed Interest Rate:5.47%
Provided all documents have been returned in a form acceptable to MSG within thirty days of the
Dated Date (the "Period"),the fixed interest rate will remain in effect during the Period.Ifall
documents have not been returned within the Period,MSG reserves the right to adjust and determine
a new fixed interest rate.
DatedDate:January1,2001
PMT
#
PAYMENT
DATE PAYMENT
PRINCIPAL
PORTION
INTEREST
PORTION
PURCHASE
PRICE
1
2
3
4
5
Due upon del.
I -Jan-02
I -Jan-03
I -Jan-04
I -Jan-05
I -Jan-06
Lvery
14.039.03
14.039.03
14,039.03
14.039.03
14,039.03
40,000.00
10.757.03
11.345.45
11,966.04
12,620.58
13,310.91
3,282.00
2,693.59
2.072.99
1,418.45
728.12
49,781.70
38,231.76
26,104.32
13,370.51
0.01
TOTAL 70.195.15 100.000.00 10,195.15
The physical address where the Equipment will be stored or housed will be:
4.Address of the Lessee,for notification purposes,is:
5.Address ofMunicipal Services Group,Inc.,for notification purposes,is:
5125 SouthKiplingParkway,#300
Littleton,Colorado 80127
LESSEE:City of South Miami Community Redevelopment Agency
By:
Title:
EXHIBIT C
INSURANCE COVERAGE REQUIREMENTS
/i nr In fJcordance ^Section 8 of **Lease Purchase Agreement,we have instructed the insurance agent named below(please till inname,address,contact person,telephone and facsimile numbers)
to issue:
a.All Risk Physical Damage Insurance on the leased Equipment (as defined in the Agreement)evidenced by a Certificate
ol Insurance and Long Form Lender Loss Payable Clause naming Lessor "and/or its assigns"as Lender Loss Payee.
b.Public Liability Insurance evidence by a Certificate of Insurance naming "Lessor and/or its assigns"as an Additional
Insured
OR
Minimum Coverage Required:
$500,000.00 per person .
$500,000.00 aggregate bodily injury liability
$300,000.00 property damage liability
2.We are self-insured for all risk,physical damage,and public liability and will provide proof of such self-insurance in
letter form together with a copy of the statute authorizing this form of insurance.
3.Proof of insurance coverage will be provided to MSG prior to the time that the Equipment or Unit thereof is delivered to
LESSEE:City ofSouth Miami Community Redevelopment Agency
By:_
Title:
EXHIBIT D
ACCEPTANCE CERTIFICATE
The undersigned,as Lessee under the Lease Purchase Agreement (the "Agreement")numbered S628 with Municipal ServicesGroup,Inc.,acknowledges receipt in good condition of the Equipment described in the Agreement this day of
and certifies that MSG has fully and satisfactorily performed all of its covenants and obligations required under
theAgreement.n
Lessee confirms that itwill commence payments in accordance with the terms ofthe Agreement.
The undersigned officer of the Lessee hereby reaffirms in all respects the provisions relating to arbitrage contained in the
Agreement,and represents that,to the best of his or her knowledge,information and belief,the expectations therein expressed were
reasonable as of the date on which they were made,and are reasonable as of this date,and that there were,and are as of this date,no facts
estimates or circumstances other than those expressed therein that would materially affect the expectations expressed therein.
LESSEE:City ofSouth Miami Community Redevelopment Agency
By:
Title: