Resolution 344-1989
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RESOLUTION NO. 344-1989
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA,
AUTHORIZES THE MAYOR/CHAIRMAN OF THE
BOARD TO EXECUTE A LEASE PURCHASE
AGREEMENT BY AND BETWEEN KELLY TRACTOR
COMPANY AND MONROE COUNTY CONCERNING
THE LEASE PURCHASE OF A NEW CATERPILLAR
TRACTOR MODEL D6H.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY,
FLORIDA, that the Mayor/Chairman of the Board is hereby authorized to execute
a Lease Purchase Agreement by and between Kelly Tractor Company and Monroe
County concerning the Lease Purchase of a new Caterpillar Tractor Model D6H,
a copy of same being attached hereto.
PASSED AND ADOPTED by the Board of County Commissioners of Monroe County,
Florida, at a regular meeting of said Board held on the
, ,II
day of
\.. }U,cJ t.
A.D. 1989.
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BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By /)J/~~A
Mayor/Chairman
(SEAL)
Attest: DANNY L. KOLHAGE, Clerk
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BY /
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CATERPll
FINANCIAL SERVICES CORPORA TIC
CAT Governmental Lease.Purchase Agreement
This CAT Governmental Lease.Purchase Agreement ("Lease") dated as of JlIDe 6 , 19_~, is between
Caterpillar FinanciaB6ARi:)eofo20umY' c~isseHtionTwith J4rinfjAal office abtOoc;&Vl::IMaR~ 1jpetHforia, Illinois
('Lessor"') and ____ MONROE COUNTY /Act ~ if ~ ,
. ~___.liQX 1680
GOVERNMENTAL
KEY WEST, FLORIDA 33040
, with its principal office at
a _ _.._ _"___ "'_'_'
("Lessee").
Lessor agrees to acquire and to lease and sell to Lessee, and Lessee agrees to hire and purchase from Lessor certain personal
property (the "Units" and individually a "Unit") described in any Schedule (the "Schedule") attached hereto or which may in the fut~re be
attached hereto (any such Schedule upon execution by Lessee and Lessor becoming a part hereof), upon the terms and conditions
hereinafter set forth: .
Section 1 Procurement and Delivery
'.1 Lessee shall select (a) each Unit it desires to hire from Lessor and (b) the vendor of such Unit, and Lessor, in reliance on such . ,)
selection and subject to Section 1,3 hereof, will, on or prior to the "Delivery Date" (as hereinafter defined) of such Unit, eitR9r (i) enter into a J..
purchase agreement for such Unit with such vendor, Qr (ii) ;i~~lipt assignm&R4.u.om-l9S$~g..b8$SOf.'E Etamlarg-/.9f.m, of all 01 bessee!s ,~/.....
rigR4.,liUeaI'\(j4Rtef-&s+-H+aOO,tG S\'/~Rit-aR4aR;<-e>H~ase 3ireeR'lant witll such vanger. The "Delivery Date" of each Unit shall be
tf''i' l~t'H ,,/ the date on which (a) I "",eN "".....utes the-ScheduJe coverJr:lg.$ucb-UnU, (b) Lessor .takes titla .to such Un~) Lessee or its
agent takes control and/or physical possession of such Unit
1.2 If Lessee has taken title to any Unit, then this Section 1,2 shall apply with respect to such Unit in lieu of SectiC?n...tLl1e.reof. On a
date agreed upon by LessorancLLe~~~. (th~"Delivery Date"), Lessor agrees !O pu~c.h~~~ .frgm.1subjaGt-to.'3l!cttOhl."3,hereof) and lease
back to Lessee and Lessee agrees to sell to ancthtre-b8ck~m.u~.!?.~ such Umt;'provrded Lessee has executed and delivered to Lessor or
its designee a bill of sale, il! Lesso(s standard form;witfi respect to su-Ch\Jnit:t.es&ee..r:e~ts and warrants that as of the Delivery Date
such Unit and Lessee's right, title and interest in and to such Unit shall be free from all claims, liens";""S-ecurity imer.."ts and encumbrances.
13 The obligation of Lessor to purChase and pay for any Unit to be leased under any Schedule executed by Lessee ana Lessor i&
subject to (a) Lessee having accepted such Unit on the Delivery Date thereof; (b) the Delivery Date of such Unit being on or prior to the
Utilization Date set forth in such Schedule; (c) no Event of Default (as hereinafter defined) or any event which with notice or lapse of time or
both would become an Event of Default existing as of the Delivery Date of such Unit; and (d) no material adverse change in Lessee's
financial or operating condition having occurred after the execution by Lessee and Lessor of such Schedule and prior to the Delivery Date
of such Unit. If any of the foregoing conditions are not met with respect to any Unit, Lessee shall in a timely manner, upon the request of
Lessor, discharge any obligation to pay for such Unit which Lessor may have assumed or incurred, and, upon such discharge, Lessor shall
assign to Lessee, without recourse or warranty, any interest of Lessor in such Unit.
,'.4 Lessee shall execute and deliver to Lessor, within seven days following the Delivery Date of each Unit, a Delivery Supplement
in the form attached hereto.
1.5 Lessee represents and warrants to Lessor that (a) Lessee is a fully constituted political subdivision or agency duly organized and
existing under the Constitution and the laws of the State where the Units will be located; (b) Lessee has the power to make, deliver and
perform under this Lease and all instruments and documents contemplated by this Lease; (c) Lessee has taken all necessary and
appropriate action to authorize the execution, delivery and performance of this Lease and all instruments and documents contemplated by
this Lease; (d) the person or persons executing and delivering this Lease and all instruments and documents contemplated by this Lease
are authorized to do so on behalf of Lessee; (e) this Lease constitutes a valid obligation of Lessee, legally binding upon it and enforceable
in accordance with its terms; (f) the execution, delivery and performance of this Lease and all instruments and documents contemplated by
this Lease do not and will not require any consent or approval which has not been obtained; (g) the interest payable to Lessor by Lessee
under this Lease is exempt from federal income taxation pursuant to Section 103 of the Internal Revenue Code of 1954, as amended; and (h)
Lessee has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal year. As soon as
possible, but no later than the first Delivery Date of any Unit, Lessee shall provide to Lessor an opinion of counsel substantially in the form
attached hereto..
Section 2 Term, Rent and Payment
21 The term of this Lease as to each Unit shall commence on the Delivery Date in respect thereof and continue through the last day of
Lessee's fiscal year in which such Delivery Date occurs and, thereafter, subject to Section 2.5 hereof, shall automatically be extended for
successive one-year periods coinciding with Lessee's fiscal years until the last day of the period covered by the last of the number of rental
payments specified in Exhibit 2 attached to the applicable Schedule.
2.2 Lessee shall pay to Lessor, at the principal office of Lessor set forth above or at such other location as Lessor may designate in
writing, rental (;r;lr;IIoIQ;qg tlQth tRll priRIOip:.1 :'RQ iRt8rllGt p8rti~ ~for each Unit, in the amounts and with the frequency specified
in Exhibit 2 attached to the applicable Schedule, in consecutive installments commencing on (a) the fifteenth day of the month in which the
Delivery Date occurs, with respect to Units for which the Delivery Date is one of the first fifteen days of a calendar month, or (b) the first day
of the month following the month in which the Delivery Date occurs, with respect to Units for which the Delivery Date is subsequent to the
fifteenth day of a calendar month. Lessee shall pay to Lessor, on demand, a late payment charge equal to that set forth in the applicable
Schedule on the amount of any rental or other payment not made when due under this Lease from the date due until payment is received
by Lessor.
2.3 An amount equal to one rental payment for all of the Units Lessee desires to lease pursuant to a Schedule must accompany each
such Schedule executed by Lessee and submitted to Lessor for acceptance. If Lessor accepts and executes such Schedule, said amount
shall be applied to the first rental payment due thereunder. If Lessor does not accept such Schedule, said amount will be returned to
lessee.
. .2.4 This Lease is a net lease, and Lessee shall not be entitled to any abatement or reduction of rent or any setoff against rent, whether
arising by reason of any past, present or future claims of any nature by Lessee against Lessor or otherwise, Except as otherwise expressly
provided herein, this Lease sh~1I not terminate, nor shall the obligations of Lessor or Lessee be otherwise affected by reason of any defect
In, damage to, loss of possession or use or destruction of any Unit, however caused, by the attachment of any lien, encumbrance, security
interest or other claim of any third party to any Unit, by any restriction of or interference with Lessee's use of any Unit or for any other
cause, whether similar of dissimilar to the foregoing, any present or future law to the contrary notwithstanding. It is the intention of the
parties that all rent and other amounts payable by Lessee hereunder shall be payable in all events in the manner and at the times herein
provided unless lessee's obligalions in respect thereof have been terminated pursuant to the express provisions of this Lease.
..' ' , I P',',PI' IPdsonatJiv tlclieves that funds can be obtained sufficient to make all rental payments during the term of this Lease and
'H'lpl.,' ('vpnanlS thi do all things reasonably within Its power to obtain funds from '^ ~ rental payments may be made,
"'lILJd!rl(:) ITlciktnQ prov""u.." ,,)1 such payments to the extent necessary in each budget submittea IUI 'lit: purpose of obtaining funding and
uSing iI~, [,ona fide best efforts to have such portion of the budget approved. It is Lessee's intent to make rental payments for the full term
'if ItIIS Leas!' " funds are available therefor and in that regard Lessee represents that the use of the Units is essential to Lessee's proper,
,>lllllenl dnd economic operation. In the event no funds or insufftcient funds are appropriated and budgeted or are otherwise not available
III any IISCill yeilr for rental payments due under this Lease, then Lessee will immediately notify Lessor of such occurrence and this Lease
Shdll lermlnate on the last day of the fiscal year for which appropriations were received without penalty or expense to Lessee of any kind
'" hal soever. except as to I he portions of rental payments herein agreed upon for which funds shall have been appropriated and budgeted
,>/ are ottlerWlse available Subsequent to a termination of this Lease, Lessee shall have no obligation to make rental payments with
rpspecl to the remainder of the term of this Lease. In the event of such termination, Lessee agrees to return the Units to Lessor pursuant to
Sect Ion 9 hereof, and Lessor shall have all legal and equitable rights and remedies to take possession of the Units. Notwithstanding the
10regOlng. Lessee agrees that it will not (a) cancel this Lease under the provisions of this Section 2.5 if any funds are appropriated to it, or
by II. for ttw acquisition, retention or operation of the Units or other equipment performing functions similar to the Units for the fiscal year
II) which such termination occurs or the next succeeding fiscal year thereafter, and (b) give priority in the application of funds to any other
lun,'kJl1ally Similar equipment during the term of this Lease ThiS Section 2.5 shall not be construed so as to permit Lessee to terminate
ttllS Lease In order to acqUire any other equipment or to allocate funds directly or indirectly to perform essentially the sClme application for
...hlch the Units are Intended
Section 3 Warranty Disclaimer
LESSEE ACKNOWLEDGES AND AGREES THAT (a) EACH UNIT IS OF A SIZE, DESIGN AND MANUFACTURE SELECTED BY LESSEE,
(b) EACH UNIT IS SUITABLE FOR LESSEE'S PURPOSES AND CONTAINS ALL SAFETY FEATURES DEEMED NECESSARY BY LESSEE,
(c) LESSOR IS NOT A MANUFACTURER THEREOF, (d) THE VENDOR tS NOT AN AGENT OF LESSOR AND (e) LESSOR HAS NOT MADE,
AND DOES NOT HEREBY MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE TITLE,
MERCHANTABILITY. CONDITION, QUALITY, DESCRIPTION, DURABILITY OR SUITABILITY OF ANY SUCH UNIT IN ANY RESPECT OR IN
CONNECTION WITH THE PURPOSES AND USES OF LESSEE. As long as no Event of Default shall have occurred and be continuing,
Lessor assigns to Lessee, to the extent assignable, any warranties of the vendor with respect to any Unit, provided that any action taken by
Lessee by reason thereof shall be at the expense of Lessee.
Section 4 Possession, Use and Maintenance
4 1 Lessee shall not (a) use, operate, maintain or store any Unit improperly, carelessly, unsafely or in violation of any applicable law or
regu lation of any governmental authority or for any purpose other than in the conduct of its business, (b) abandon any Unit, (c) sublease
any Unit or permit the use thereof by anyone other than Lessee without the prior written consent of Lessor, (d) permit the use of any Unit to
be changed from that specified in the applicable Delivery Supplement and the Application Survey attached to the applicable Schedule as
Exhibit 1 without the prior written consent of Lessor, (e) permit the location of any Unit to be changed from that specified in the applicable
Schedule without the prior written consent of Lessor, or (f) sell, assign or transfer, or directly or indirectly create, incur or suffer to exist
any lien, claim, security interest or encumbrance on any of its rights hereunder or in any Unit.
4.2 Lessee shall at its expense at all times during the term of this Lease maintain the Units in good operating order, repair and
condit Ion and shall perform maintenance at least as frequently as set forth in any applicable operator's guide, service manual, and
lubrication and maintenance guide for the Units.
4.3 Lessee shall not alter any Unit or affix any accessory or equipment to any Unit if such alteration or addition would impair the
originally intended function or use or reduce the value of such Unit. Any alteration or addition to any Unit, including the alteration of any
safety feature, shall be at the sole risk of and shall be the sole responsibility of Lessee, All parts, accessories and equipment affixed to any
Unit, excluding temporary replacements, shall thereupon be subject to the security interest of Lessor granted hereunder. If no Event of
Default has occurred and is continuing, Lessee may remove at its expense any such parts, accessories and equipment at the expiration of
the term of this Lease with respect to such Unit, provided they are readily removable and that removal will not impair the originally intended
function or use of such Unit.
4.4 If Lessor supplies Lessee with labels stating that the Units are leased from Lessor, Lessee shall affix and keep the same upon a
prominent place on the Units during the term of this Lease.
4.5 Upon prior notice to Lessee, Lessor or its agent shall have the right (but not the obligation) at all reasonable times to inspect any
Unit and observe its use and to inspect any maintenance records relating to any Unit. Lessor assumes no responsibility and waives no
rights as a result of any such inspection or observation.
4.6 The Units are and shall remain personal property irrespective of their use or manner of attachment to realty.
Section 5 Taxes
Lessee agrees to promptly payor reimburse Lessor for all fees and taxes of any nature, together with any penalties, fines or additions
to tax, or interest thereon (all of the foreging hereafter the "Impositions"), arising at any time prior to, during or subsequent to the term of
this Lease and levied upon Lessor by any taxing authority with respect to or in connection with any Unit, excluding, however, taxes
measured by Lessor's net income (but not excluding any net income taxes which by the terms of the statute imposing such tax expressly
relieve Lessee or Lessor from the payment of any Impositions which Lessee would otherwise be obligated to payor reimburse). If Lessor is
not entitled to a corresponding and equal deduction with rilspect to any Imposition which Lessee is required to payor reimburse hereunder
and such payment or reimbursement constitutes income to Lessor, then Lessee shall also pay to Lessor the amount of any Impositions
which Lessor is obligated to pay in respect of (a) such payment or reimbursement by Lessee and (b) any payment by Lessee made pursuant
to this sentence. Lessee shall prepare and file, in a manner satisfactory to Lessor, any reports or returns which may be required with
respect to the Units. For purposes of this Section 5, "Lessor" Shall include any affiliated group (within the meaning of Section 1504 of the
Internal Revenue Code of 1954, as amended) of which Lessor is a member for any year in which a consolidated or combined income tax
return is filed for such affiliated group.
Section 6 Loss or Damage and Waiver and Indemnity
6.1 Lessee shall bear the risk of any loss, damage or Casualty Occurrence (as hereinafter defined) to any Unit prior to, during or
subsequent to (until such Unit is returned to Lessor pursuant to Section 9 hereof) the term of this Lease as to such Unit If any Unit shall
become damaged, from any cause whatsoever, Lessee shall give Lessor prompt notice thereof. If Lessor reasonably determines that such
damage is not irreparable so as to constitute a Casualty Occurrence, then Lessee shall, at its expense, promptly restore such Unit to the
condition required by Section 4 hereof. If any Unit shall become worn.out, lost, stolen, destroyed or irreparably damaged (as reasonably
determined by Lessor), from any cause whatsoever, or taken by condemnation or otherwise (any such occurrence hereafter a "Casualty
Occurrence") prior to, during or subsequent to (until such Unit is returned to Lessor pursuant to Section 9 hereof) the term of this Lease as
to su~h Unit, Lessee shall give Lessor prompt notice thereof. On the first rental payment date following such Casualty Occurrence or, if
there IS no such rental payment date, thirty days after such Casualty Occurrence, Lessee shall pay to Lessor any rental and other payment
then due in respect of such Unit, plus a sum equal to the applicable concluding payment with respect to such Unit as specified in Exhibit 2
attached to the applicable Schedule. Upon the making of such payment by Lessee, the term of this Lease as to such Unit shall terminate
and Lessee shall be entitled to possession of such Unit and to any recovery in respect thereof (subject to the rights of any insurer insuring
suCh Unit)
62 LESSEE HER.EBY RELEASES ANY CL."'IM HOW OR HEREAFTER EXISTING AGAINSllESSOR ON ACCOUNl OF, AND II.GREES
TO f"1FFFNn, INDEMNIFY AND HOLD lESSOR, ITS F~PLOYEES, DIRECTORS, OFFICERS AND SHAREHOLDERS HARMLESS FROM,
ANY M'D ALL CLAIMS OF LESSEE AND/OR THIRD PARTIES (INCLUDING, BUT NOT LIMITED TO, CLAIMS RelATING TO PATENT
IN'FRINGEMENT, BA~ . IN STRICT LIABILITY IN TORT AND FOR CONSEQUENTIAL DAMA )SSES, LIABILITIES, DEMANDS.
SUITSbJUDGMENTS ""w "A USES OF ACTION, AND ANY COSTS OR EXPENSES IN CONN"", ...... THEREWITH, INCLUDING ALL
REAS NABLE ALLOCATED CHARGES OF LESSOR'S INTERNAL COUNSel AND ANY OTHER REASONABLE ATTORNEYS' FEES AND
EXPENSES INCURRED BY LESSOR, WHICH MAY RESULT FROM OR ARISE IN ANY MANNER OUT OF THE DELIVERY (INCLUDING, BUT
NOT LIMITED TO, ANY DELAY IN OR FAILURE OF DELIVERY), SelECTION, PURCHASE, ACCEPTANCE OR REJECTION, OWNERSHIP,
POSSESSION, CONDITION, USE, OPERATION, MAINTENANCE OR REPAIR OF ANY UNIT PRIOR TO, DURING OR SUBSEQUENT TO
(UNTIL SUCH UNIT IS RETURNED TO LESSOR PURSUANT TO SECTION 9 HEREOF) THE TERM OF THIS LEASE AS TO SUCH UNIT, OR
WHICH MAY BE ATTRIBUTABLE TO ANY DEFECT IN ANY UNIT, ARISING FROM THE MATERIAL USED THEREIN OR FROM THE
DESIGN. MANUFACTURE OR TESTING THEREOF, OR FROM ANY USE, MAINTENANCE, SERVICE, REPAIR OR TESTING OF ANY UNIT
REGARDLESS OF WHEN SUCH DEFECT SHALL BE DISCOVERED, WHETHER OR NOT SUCH UNIT IS IN TH5 P&lfQ~SI8r 9fEL~.fn ANY
1M i~~~~rm1RN6~l'6iFniR<Ex~i1&N~~~NXGl~N~~IfH~?M~MK~TD~kLO~ED~Xi:~~DOt THE UNITS. WHERE THE
Section 7 Insurance
Lessee, at its expense, shall keep each Unit insured against all risks '')r not less than the applicable concluding payment with respect
to such Unit and shall m.aintain comprehensive public liability insurance ('ncluding product and broad form contractual liability) covering
each Unit for not less than $500,000 for combined coverage for bodily injury and property damage. All such insurance shall be in such form
and with such companies as Lessor shall approve. shall specify :k~~Ki>t"lltes:CgneH~ Lessee as named insuredS!; shall be primary,
without right of contribution from any other insurance carried by Lessor, and shall provide that such insurance may not be cancelled or
altered so as to affect the interest of Lessor without at least thirty days' prior written notice to Lessor. All insurance covering loss or
damage to the Units shall name Lessor (or its designee) as loss payee and shall be payable solely to Lessor. Lessee shall not make
adjustments with insurers except with Lessor's prior written consent and hereby irrevocably appoints Lessor as Lessee's attorney in fact
to receive payment of and endorse all checks, drafts and other documents and to take any other actions necessary to pursue insurance
claims and recover payments if Lessee fails to do so. Lessee shall promptly notify Lessor of any occurrence which may become the basis
of a claim under any such insurance coverage and shall provide Lessor with all requested pertinent data. As soon as possible. but no later
than the first Delivery Date of any Unit, Lessee shall deliver to Lessor. in form and substance satisfactory to Lessor, evidence of such
Insurance coverage.
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Section 8 Defaull
81 Each of the following shall constitute an event of default ("Event of Default") hereunder: (a) lessee shall fail to make any payment
to Lessor when due hereunder; (b) any representation or warranty of Lessee contained herein or in any document furnished to Lessor in
connection herewith shall be incorrect or misleading when made; (c) Lessee shall fail to observe or perform any other covenant. agreement
or warranty made by Lessee hereunder and such failure shall continue for ten days after written notice thereof to Lessee; or (d) Lessee
shall fail to make any payment on its bonded indebtedness when due.
8.2 If any Event of Default shall occur, Lessor, at its option, may (a) proceed by appropriate court action or actions either at law or in
equity to enforce performance by Lessee of the applicable covenants of this lease or to recover damages for the breach thereof; or (b) by
notice in writing to Lessee terminate this Lease, but Lessee shall remain liable as hereinafter provided; Lessor may. at its option, do any
one or more of the following: (i) recover forthwith from Lessee (A) any and all amounts then due under this Lease or which may have
accrued to the date of such termination, (B) as damages for loss of the bargain and not as a penally, a sum equal to the applicable
aggregate concluding payments with respect to the Units, and (C) any additional damages and expenses sustained by Lessor by reason of
the breach of any covenant. representation or warranty contained in this Lease other than for the payment of rental; (ii) enfores tR&SeGIJ~jt-y.
;-, it1i.eLeSt granted hereunder; (iii) require Lessee to return the Units pursuant to Section 9 hereof; and (iv) without notice, liability or legal
process, enter upon the premises where any of the Units may be and take possession thereof.
8.3 Lessor shall have all rights given to a secured party by law. Lessor may, at its option, undertake commercially reasonable efforts
to sell or re.lease the Units. and the proceeds of any such sale or re.lease shall be applied in the following order: First, to reimburse Lessor
for all reasonable expenses of retaking, holding, preparing for sale or re.lease and selling or re.leasing the Units, including any taxes and
the reasonable allocated charges, costs and expenses of Lessor's internal counsel and any other reasonable attorneys' fees and expenses
incurred by Lessor; Second, to the extent not previously paid by Lessee, to pay Lessor all amounts. except those specified below. which
under the terms of this Lease are due or have accrued as of the date of Lessor's receipt of said proceeds; Third, to pay all late payment
charges pursuant to Section 2.2 hereof; and Fourth, to pay Lessor the applicable aggregate concluding payments with respect to the Units.
Any surplus shall be paid to the person entitled thereto, Lessee shall promptly pay any deficiency to Lessor, Lessee acknowledges that
sales for cash or on credit to a wholesaler. retailer or user of the Units are all commercially reasonable.
f' il.1 ~~ii911 agre.es..1o pay all reasonable alloc'!te.Q charges, cost.~,~"Qg~~~.r:HHi!~:QLJ..e.sSQC.:s.loternabcounse,"alld'afly-othet"reasonatrtEj
hUOrn.e11S..~xPeA5esaf\d out of.-pocket1.:0Sfs Incurred by Lessor In enT(5rclntl'thls.tease:-,"~'-'~~c"~--=~4~'=~~'~~,_~" ~..,.~.1
8.5 The remedies herein provided in favor of Lessor shall not be deemed exclusive but shall be cumulative and shall be in addition to
all other remedies in its favor existing at law or in equity; provided, however, Lessor shall not be entitled to recover a greater amount in
damages than Lessor could have gained by receipt of Lessee's full, timely and complete performance of its obligations under this Lease,
plus all fees. expenses, and costs incurred by Lessor in enforcing this Lease and all late payment charges pursuant to Section 2.2 hereof.
8.6 If Lessee fails to perform any of its obligations under this Lease, Lessor may (but need not) at any time thereafter perform such
obligation, and the expenses incurred by Lessor in connection therewith shall be payable by Lessee upon demand.
Section 9 Return of Units
Upon any termination of the term of this Lease with respect to each Unit or if Lessor shall rightfully demand possession of such Unit,
Lessee, at its expense. shall forthwith deliver possession of such Unit to Lessor, appropriately protected and in the condition required by
Section 4 hereof, at the option of Lessor, (a) to the premises of the nearest Caterpillar dealer selling equipment of the same type as such
Unit. or (b) on board such carrier as Lessor shall specify and shipping the same, freight collect to the destination designated by Lessor. If
such Unit is not in the condition required by Section 4 hereof, Lessee shall pay to Lessor on demand, all costs and expenses incurred by
Lessor to bring such Unit into said condition.
Section 10 Purchase Option
If no Event of Default shall have occurred and be continuing. Lessee may, upon thirty days' prior written notice to Lessor, elect to
purChase any Unit on a rental payment due date, or at the end of the term of this Lease with respect to such Unit. On such rental payment
due date or at the end of such Lease term, Lessee shall pay to Lessor (a) any rental payment for such Unit then due, (b) a sum equal to the
concluding payment for such Unit set forth OPPosite the number of such rental (or end of Lease term) payment on Exhibit 2 attached to the
applicable Schedule. and (c) any taxes due in connection with the sale of such Unit. Upon compliance by Lessee with the provisions of this
SectIOn 10. Lessor shall deliver to Lesse~ a bill of sale (without warranties except that such Unit is free of all encumbrances of any person
claiming through Lessor) for such Unit. If Lessee does not elect to purChase such Unit at the end of such Lease term Lessee shall furnish
Lessor with such documentation as lessor may reasonably request conveying to Lessor all of Lessee's right, title ~nd interest in and 10
such Unit, free and clear of all liens. claims. security interests and encumbrances.
Section 11 Assignment. NOT /vcf(
Without the prior written consent otLessor, no assignment of this Lease or any right or obligation hereunder may be made by Lessee
or any assignee of Lessee. Lessor ma~ssign its rights, title and interest in and to this Lease and the Units and/or grant or assign a
securttr Interest In thiS Lease and the Units,. in whole. or Lfl. part, a.n.o;j, ~t,t. :a.s....'~n~e l"ma'i,-fe......'So\'ilr.\ t.I;l,~s. le..'f>t:! a'l'ldIQff 'li>IJir.,\"1. ~ClJjrit'i i,nJerest. At
Lessor s opt\'<:in, tnls Lease may become fl'Ht of a pool ot lease obligations, and Lessor or Its assignees may assign either the entire pool or
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,I fractior;alllcd Interest thn-o,n Any such assignee shall have all 01 the rights 01 Lessor under thie. I "'''''P.. If notified by Lessor, Lessee'
shall make all payments Ie under this Lease to the party and at the address designated in Sl :e, without offset or deduction
whatsoever as provided in Section 2.4 hereof. Upon the request of Lessor, Lessee shall acknowledge eacn such assignment in writing and
ghal'l keep an accurate record of all such assignments in a form complying with Section 103(j) 01 the Internal Revenue Code of 1954, as
amended, and the regulations promulgated thereunder. Subject to the foregoing, this Lease shall be binding upon and inure to the benefit
01 Lessor and Lessee and their respective successors and assigns.
Sit' 12 Title, Security Interest and Further Assurances
Provi e e conditions set forth in Section 1.3 hereof have been timely fulfilled, title to each Unit shall vest in Lessee_.on.the
Delivery Date of such Unl ;~wever, that in the event (a) this Lease is terminated pursuant to Section 2~_ber.eof,(bTan Event of
, De1ault has occurred and is continuing-,~see d2es not exercise at the end of the term o!.Jhi.s..I.ease'Wilnrespect to such Unit, the
purchase option contained in Section 10 hereof, title to siJchUnit sh~1I immedia~l.8\Ies-HTTTessor, free of any right, title and interest of
lessee, unless Lessor elects otherwise in writing. Lessee her~..9I.ao.t:&-t<rteSSo!i! ~()~tinuing se..curity interest in the Units, including all
attachments. accessories and optional features t .~her or not installed thereon) and alU~ubstitutions, replacements, additions
and accessions thereto, and ~d's a I of the foregoing, to secure the payment of all sums 'doe-.flereu.rrg~r. Lessee will, at its
expense, do 3!.~' and execute, acknowledge, deliver, file, register and record any further documents'whicfl-Les~.o.~ may
reawnably request in order to protect Lessor's security interest in the Units and Lessor's rights and benefits under this Lease. . '"
Section 13 Effect of Waiver
No delay or omission to exercise any right, power or remedy accruing to Lessor upon any breach or default of Lessee hereunder shall
impair any such right, power or remedy nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein or
01 or in any simiiar breach or delault thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any
other breach or default. Any waiver or consent by Lessor of or to any breach or default under this Lease must be In writing speCifically set
forth
Section 14 Severability and Survival of Covenants
If any prOVision 01 this Lease shall be invalid under any applicable law, such provision shall be inapplicable and deemed omitted but
the remaining provisions hereol shall be ~iven effect in accordance with the manifest intent hereof. All obligations of Lessee under
Sections 1.2,4,5,6,7,8,9, 10, 11,.~shall survive the expiration or termination of this Lease to the extent required for their full
observance and performance.
Section 15 Applicable Law
ThiS Lease shall be governed by and construed under the laws of the State where the Units are located.
Section 16 Effect and Modification of Lease
This Lease exclusively and completely states the rights 01 Lessor and Lessee with respect to the leasing of the Units and supersedes
all prior agreements, oral or written, with respect thereto. Time is of the essence of this Lease. No variation or modification of this Lease
shall be valid unless in writing.
Section 17 Financiallnformation
Lessee shall provide Lessor with such financial information as may be reasonably requested by Lessor. Lessee represents and
warrants to Lessor that all credit, financial and other information submitted to Lessor in connection with this Lease is and shall be true,
correct and complete.
Section 18 Notices
All demands and notices hereunder shall be in writing and shall be deemed given when personally delivered or deposited in the mail,
postage prepaid, addressed to each party at the address set forth in the applicable Schedule or at such other address as may hereafter be
furnished in writing by such party to the other.
Section 19 Counterparts
Two counterparts of this Lease have been executed by the parties hereto. One counterpart has been prominently marked "Lessor's
Copy." One counterpart has been prominently marked "Lessee's Copy." Only the counterpart marked "Lessor's Copy" shall evidence a
monetary obligation of Lessee.
IN WITNESS WHEREOF, the parties hereto have duly executed this Lease.
(SEAL)
ATTEST:
DANNY L. KOLHAGE, CLERK
~~
BOARD OF COUN1Y COMMISSIONERS
ACT ING AS THE BOARD OF GOVERNORS OF
THE MONROE COUNTY MUNICIPAL SERVICE DISTRICT CATERPILLAR FINANCIAL SERVICES CORPORATION
,>' .. ,,:::,":.~"".'..;:~':i''l:8"ee'') dJ l ~_h_ Wll-. ("Lessor")
.......__ ..,)..'=f\t:,"_ ,I ~...'-.-~:!-.:.--. w.." ........~ - ~.. IV,...,...,
AND LEGAl. ~~
~ ,,-;
BY 0 ~I (f ~. L.t, '~';t' -if JI/ {r
Ati/ifMV". 'Office
By
By:
Deputy Clerk
By
Title
Chairman
Title
Date
J me 6.
,19 89
Date
,19
CA TERPILLAR, CAT and [B are trademarks of Caterpillar Inc.
P3.087927.05 (0200)
C. Utilization Date: St;t'TEMBER 30
, 19--.8..9_.
D. Late Payment Charge: The lesser of 1.5 % per month or the highest charge allowed by law.
E. Location of Units (street address, city, county & state):
KEY WEST, MONROE COUNTY, FLORIDA
F. Special Provisions: The following Riders are a part of the Lease:
1. MONTHLY PAYMENT IN ARREARS
(SEAL )
Attest:
DANNY L. KOLHAGE, CLERK
UMOVIDM TO'-'
AND LEGAL .ft1N1SIICK
ay_,IIi~~~~'i< d
At [)fMJ .
By:
Deputy Clerk
This Schedule is dated as of
J rme 6
,19~.
~':~~4)~=~~~~~~~~S ~TING
M~NROE COUNTY MUNICIPAL SERVICE DISTRICT
t..:,.-.I'
CATERPILLAR FINANCIAL SERVICES CORPORATION
("'Lessur"")
("lessee")
By
By
Title
Chairman
Title
Date _
Jrme 6
,19 89
Date
, 19
Address: MUNICIPAL SERVICE DISTRICT
BOX 1680
KEY WEST, FLORIDA 33040
Addres~ 2401 Lake Park Dr., Suite 270
Atlanta, Georgia 30080
P3.08792S.0110200l
(Rev 11'1'-'""0
C.tAiitpillar, Cet and tB are Trademark1S of Caterpillar Tractor Co.
m CATERPILLAR FINANCIAL SERVICES CORPORATION
SCHEDULE NO. --L- TO CAT GOVERNMENTAL LEASE. PURCHASE AGREEMENT
DATED ASOF ,19_
BETWEEN CATERPILLAR FINANCIAL SERVICES CORPORATION AND
MONROE COUNTY
MUNICIPAL SERVICE DISTRICT
A. Description of Units
1 NEW CATERPILLAR D6H TRACK-TYPE TRACTOR SiN
WASTE DISPOSAL ARRANGEMENT WITH 6 SU BULLDOZER SiN
B. lessee's Fiscal Year:
October 1. 1989 to September 30. 1990
Rider No. 1
To Cat Governmental
Dated as of
Between Caterpillar
And MONROE COUNTY
to Schedule No. 1
Lease-Purchase Agreement ("Lease")
,19_
Financial Services Corporation
MUNICIPAL SERVICE DISTRICT
Monthly Payment in Arrears
Notwithstanding Sections 2.2 and 2.3 of the Lease, but subject to Section 2.5
of the Lease, Lessee shall pay to Lessor rental (including both the principal
and interest portions) for each Unit in 24 consecutive monthly installments
commencing on (a) with respect to Units for which the Delivery Date is one
of the first fifteen days of a calendar month, the fifteenth day of the month
following the month in which the Delivery Date occurs, or (b) with respect
to Units for which the Delivery Date is subsequent to the fifteenth day of
a calendar month, the first day of the second month following the month in
which the Delivery Date occurs.
Except as is herein specifically amended, all terms and provisions of the
Lease (including Section 2.2 of the Lease) remain in full force and effect.
..)IM~4't~RMMISSIONERS ACTING
,~ THE OOARD OF GOVERNORS OF THE
~ONROE COUNTY MUNICIPAL SERVICE DISTRICT
, .'Less~e"~'~'-~
BY~~/#~
Title
Chairman
Date
Jrne 6 , 1989
(SEAL )
Attest: DANNY L. KOLHAGE, CLERK
By:
Deputy Clerk
(5/84)
APPROVEO AS TO I'OIfM
A!N ' SUFFICIENCY.
BY ,)ft<<I t.~Cft. W ~.'l',u If
o. tJ'i#ce
CUSTOMER NAME:
ADDRESS:
EQUIPMENT LOCATION:
BILLING ADDRESS:
DELIVERY DATE:
INSURANCE INFORMATION:
AGENCY:
ADDRESS:
PLEASE COMPLETE AND RETURN
MONROE COUNTY MUNICIPAL SERVICE DISTRTC,T
MUNICIPAL SERVICE DISTRICT
BOX 1680
KEY WEST, FLORIDA 33040
CITY, STATE, ZIP:
PHONE NO.:
CUSTOMER'S SIGNATURE
BOARD OF COUN1Y COMMISSIONERS
AcrING!'~r 1ijE/~MU> 1CiR i5VERNORS
OF 'I11ff-M;)NR()E" eoUITY MUNICIPAL SERVICE DIST.
$~.~-
~=
(SEAL)
Attest: DANNY L. KOLHAGE, CLERK
By:
Deputy Clerk
APNIOWDM rol'ORfi'
/illD f FGAL SfJIF1CfEN( .
"o.lk1-_'7&tlh.. Z#:I1f~~(;
;g;:;;;;t!,-. Office
"'m
CATEJ:
,AR FINANCIAL SERVICES CORPORA'
TO: Caterpillar Financial Services Corporation
OPINION OF COUNSEL
Re: CAT Governmental Lease.Purchase Agreement Dated as of
,Jtme 6 ,19 89
(the "Lease") between Caterpillar Financial Services
CO!.Qoration ("Lessor") and THE BOARD OF COUNTY COM.lIS- 0
~NERS ACTING AS Tm BOARD OF GO~~JW THE
MUNICIPAL SERVICE DISTRICT OF MONROE COUNTY
Gentlemen:
I am an attorney for Lessee, and, in that capacity, I am familiar wjth the ~bove.refj;!r~nced transaction, the Lease,
Schedule(s) No(s). 1 thereto dated as of JlIDe () ,19~ (the "Schedule(s)", and all
other documents pertaining to the Lease.
Based on my examination of these and such other documents, records and papers and matters of fact and law as I
deemed to be relevant and necessary as the basis for my opinion set forth below, upon which opinion Lessor and any
subsequent assignee of Lessor's interest may rely, it is my opinion that:
1. Lessee is a fully constituted political subdivision or agency duly organized and existing under the Constitution
and laws of the State of FLORIDA and is authorized by such Constitution and laws to enter into the
transaction contemplated by the Lease and the Schedule(s) and to carry out its obligations thereunder.
2. The Lease, the Schedule(s) and all other documents contemplated by the Lease have been duly authorized,
executed and delivered by Lessee and constitute valid, legal and binding agreements of Lessee, enforceable against It
in accordance with their terms.
3. The person or persons who have executed and delivered the Lease, the Schedule(s), and all other documents
contemplated by the Lease were authorized to do so on behalf of Lessee.
4. No further approval, consent or withholding of objections Is required from any federal, state or local
governmental authority with respect to the entering into or performance by Lessee of the Lease or the Schedule(s) and
the transactions contemplated thereby, and Lessee has sufficient appropriations or other funds available to pay all
amounts due under the Lease and the Schedule(s) for the current fiscal year.
5. The interest payable to Lessor by Lessee under the Lease is exempt from federal income taxation pursuant to
Section 103 of the Internal Revenue Code of 1954, as amended.
6. The entering into and performance of the Lease, the Schedule(s) and all other documents contemplated by the
Lease will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute
a default under, or result in the creation of any lien, charge, security interest or oth~r encumbrance upon any assets of
Lessee or the units leased under the Lease and the Schedule(s) pursuant to, any indenture, mortgage, deed of trust,
bank loan, credit agreement or other instrument to which Lessee is a party or by which it or Its assets may be bound.
7. There are no actions, suits or proceedings pending or, to the best of my knowledge, threatened against or
affecting Lessee in any court or before any governmental commission, board or authority which, if adversely
determined, will have an adverse effect on the ability of Lessee to perform its obligations under the Lease and the
Schedule(s).
8. The units leased under the Lease and the Schedule(s) are personal property and, when subject to use by Lessee,
will not be or become fixtures under the laws of the State of FLORIDA .
S:I(jl.~AI t/Hl~
, .,.~~ ,/"
By ~ f!l)J~yi~', ~t;at;tfI...,.,;.'~
/ ~ v
Tille ~sst. com; Attorney
Date i ht.1rLJ! __ ()
if-
Address:'/ 310 Fleming Street
Key West, Florida 33040
Telephone: 305-296-7435
Yours sincerely,
,F/'
. 19...!::L.
P3.087926.03 (~"""
,;'1(..... .t,~ t:,\
~rlfJlIlar, C8'l."MUlareTra~r'ks of Ca'l:erp'l1Iar Tractor Co.
Exhibit No.. 2 to Schedule No..
TO Cat GovernmentD1 Lease - PUu;uaS1r-Rgreement
Dated AS of , 19
Between CatecpTIIAr F1nancliI-sirvicoD Corporation
An~ ~NRO!~UNTY MUNICIP!L SERVICE DISTRICT
RENTAL AND CONCLUDING PAYMgNTS SCHEDULE
-----------------~---~-----------------
Description of UnitG: 1 NEW CATERPILLAR D6H TRACK-TYPE TBbCTOR. WAS.1'E.DlSEO.SAT ARR4NGEMENT
Appl ica tion: GOVERNMENTXfTH 6 50 BULLuu2~.R ._.. .__. ____
Subject to Section 2..5 ur the Lease, rental payments shall be made in
24 - conseculive MONTHLY instc11mentD.. fl'he term of the
LeaSe wit~respect to ea~unit ~ha11 en~, unless earlier terminated
in accordance with the term~ ur the lease, 24 monthc following
the .Delivery Dote of fJucb Unit. --.
I3EC1NNING
PEHIOU BALANCE
------ ----------
1 137,476.00
2 132,175.19
3 126,839.01
4 121,467.23
5 116,059.61
6 110,615.91
7 105,135.90
8 99,619.33
9 94,065.95
10 88,475.52
11 82,847.79
12 77,182.52
13 71,479.45
14 65,738.33
15 59,958.91
16 54,140.93
17 48,284.14
18 42,388.27
19 36,453.07
20 30,478.27
21 24,463.61
22 18,408.82
23 12,313.64
24 6,177.79
'J.'O'!'ALS
(SEAL )
PAYMENT
PAYMENT
PRINCIPAL
INTEREST
6,2;1.8.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218.00
6,218..00
149,232.00
917.19
881..82
846.~2
810.38
774.30
737.99
701.43
664.62
627.57
590.27
552.73
~14.93
476.88
438.58
400..02
361.21
322..13
282.80
243.20
203.34
163.21
122.82
82..15
41.21
5,300.81
5,336.18
5,311.78
5,407.62
5,443..70
5,480.01
5,516.57
5,553.38
5,590.43
5,627.73
5,665.27
5,703.07
5,741.12
5,719.42
5,817.98
5,856..79
5,895.87
5,935.20
5,974.80
6,014.66
6,054.79
6,095.18
6,135.85
6,176.79
11,757.00
(*) END OF PERIOD
.;....~
;..-~
.. _ ~L.;
CONCLUDING
PAYMENT (*)
----------
132,175.19
126,839..01
121,467.23
116,059.61
110,615.91
105,135.90
99,619.33
94,065.95
88,475.52
82,847..19
77,182.52
71,479.45
65,738..33
59,958..91
54,140.93
48,284.14
42,388.27
36,453.07
30,478.27
24,463.61
18,408.82
12,313.64
6,177.79
1.00
BOARD OF COUNTY COM-1ISSIONERS ACTING AS
THE BOARD OE,~~9Rp rQf-WI;~
MJNROE COllN1J i~!QIMLiS:eJ5Vl~ISTRlcr
,0
.l' ," L'. . :..:';'~ ~:.::...;.~':~
Chainnan
Attest: DANNY L., KOLHAGE, CLERK
By:
Deputy Clerk
APPROVED AS 70 I'OIIM
AND LEGAL SUFFICft1tCY.
;~I
A" ","0' .'~ :)lfirC'