HomeMy WebLinkAboutCitizens Fidelity Leasing Corporation Lease and Purchase Agreement -1993 01 29LEASE AND PURCHASE AGREEMENT
Lessor: Citizens Fidelity Leasing Corporation
539 4th Avenue, Suite 201
Louisville, Kentucky 40202
Lessee: City of Winter Springs, Florida
1126 State Road 434
Winter Springs, FL 32708
Date: January 7-'~, 1993
This Lease and Purchase Agreement (the "Agreement") entered
into between Citizens Fidelity Leasing Corporation, ("Lessor") a
Florida corporation and City of Winter Springs, Florida
("Lessee"), a municipal corporation duly organized and existing
under the laws of the State of Florida.
W I T N E S E T H:
WHEREAS, Lessor desires to lease the Equipment, as
hereinafter defined, to Lessee, and Lessee desires to lease the
Equipment from Lessor, subject to the terms and conditions of and
for the purposes set forth in this Agreement; and
WHEREAS, Lessee is authorized under the Constitution and
laws of the State to enter into this Agreement for the purposes
set forth herein; and
WHEREAS, at a duly called meeting of the governing body of
Lessee held on the 11th day of January, 1993, and the 25th day of
January, 1993, a resolution and ordinance (such ordinance and
resolution being collectively referred to as the "Resolution")
was introduced and adopted authorizing the lease of the Equipment
described in the Attached Exhibit "A".
NOW, THEREFORE, for and ,in consideration of the premises
hereinafter contained, the parties hereby agree as follows:
ARTICLE I
COVENANTS OF LESSEE
Lessee represents, covenants and warrants, for the benefit of
Lessor and its assignees, as follows:
(a) Lessee is a municipal corporation, duly organized and
existing under the Constitution and laws of the State of Florida.
(b) Lessee will do or cause to be done all things necessary
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to preserve and keep in full force and effect its existence as a
municipal corporation.
(c) Lessee is authorized under the Constitution and laws of
the State of Florida to enter into this Agreement and the
transaction contemplated hereby, and to perform all of its
obligations hereunder.
(d) Lessee has been duly authorized to execute and deliver
this Agreement under the terms and provisions of the resolution
of its governing body, or by other appropriate official approval,
and further represents, covenants and warrants that all
requirements have been met and procedures have occurred in order
to ensure the enforceability of this Agreement, and Lessee has
complied with such public bidding requirements as MAY be
applicable to this Agreement and the acquisition by Lessee of the
Equipment hereunder.
(e) During the term of this Agreement, the Equipment will
be used by Lessee only for the purpose of performing one or more
governmental or proprietary functions of Lessee consistent with
the permissible scope of Lessee's authority and will not be used
in a trade or business of any person or entity other than the
Lessee.
(f) The Equipment will have a useful life in the hands of
the Lessee that is substantially in excess of the Lease Term.
(g) The Equipment is and during the period this Agreement
is in force, will remain, personal property and when subjected to
use by Lessee under this Agreement, will not be or become
fixtures.
ARTICLE II
DEFINITIONS
The following terms will have the meanings indicated below
unless the context clearly requires otherwise:
"Agreement" means this Lease and Purchase Agreement,
including the Exhibits attached hereto, as the same may be
supplemented or amended from time to time in accordance with the
terms hereof.
"Commencement Date" is the date when the term of this
Agreement begins and Lessee's obligation to pay rent accrues,
which date shall be the date on which the Equipment is accepted
by Lessee as indicated on the Certificate of Acceptance attached
hereto as Exhibit B.
"Equipment" means property described in Exhibit A which is
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the subject of this Agreement.
"Lease Term" means the Original Term and all Renewal Terms
provided for in this Agreement under Section 4.01.
"Lessee" means the City of Winter Springs acting as Lessee
hereunder, or any surviving or resulting Entity of the said City
of Winter Springs. .
"Lessor" means (i) Citizens Fidelity Leasing Corporation
acting as Lessor hereunder; (ii) any surviving, resulting or
transferee corporation; and (iii) except where the context
requires otherwise, any assignee(s) of Lessor.
"Original Term" means the period from the Commencement Date
until the end of the fiscal year of Lessee in effect at the
Commencement Date.
"Purchase Price" means the amount which Lessee may, in its
discretion, pay to Lessor in order to purchase the Equipment, as
set forth in Exhibit C hereto.
"Renewal Terms" means the renewal terms of the Agreement as
provided for in Article IV of this Agreement, each having a
duration of one year and a term co-extensive with the Lessee's
fiscal year except the last of such renewal terms which shall end
on the date of the last Rental Payment set forth in Exhibit C to
this Agreement.
"Vendor" means the manufacturer of the Equipment as well as
the agents or dealers of the manufacturer from whom Lessor
purchased or is purchasing the Equipment.
ARTICLE III
LEASE OF Equipment
Lessor hereby demises, leases and lets to Lessee and Lessee
rents, leases and hires from Lessor, the Equipment, in accordance
with the provisions of this Agreement, to have and to hold for
the Lease Term subject to the provisions of this Agreement.
ARTICLE IV
LEASE TERM
Section 4.01 Commencement of Lease Term. The Original Term
of this Agreement shall commence on the date of the execution of
this Agreement and shall terminate the last day of Lessee's
current fiscal year. The Lease Term will be automatically
renewed at the end of the Original Term or any Renewal Term for
an additional one year, unless the Lessee gives written notice to
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Lessor not less than 90 days prior to the end of the Original
Term or Renewal Term then in effect, of Lessee's intention to
terminate this Agreement at the. end of the Original Term or then
current Renewal Term pursuant to Article XI or Article VI, as the
case may be. The terms and conditions during any Renewal Term
shall be the same as the terms and conditions during the Original
Term which are set forth in this Agreement, except that the
Rental Payments shall be as provided in Exhibit C of this
Agreement.
Section 4.02 Termination of Lease Term. The Lease Term will
terminate upon the earliest of any of the following events:
(a) the expiration:of the Original .Term or any .Renewal Term
of this Agreement and the nonrenewal of this Agreement in the
event of nonappropriation of funds pursuant to Section 6.06;
(b) the exercise by Lessee of the option to purchase the
Equipment granted under the provisions of Articles IX or XI of
this Agreement;
(c) a default by Lessee_ and Lessor's election to terminate
this Agreement under Article XIII; or
(d) ,the payment by Lessee of all Rental Payments authorized
or required to be paid by Lessee hereunder.
ARTICLE V
ENJOYMENT OF Equipment
Lessor hereby covenants to provide Lessee during the Lease
Term with quiet use and enjoyment, and Lessee shall during the
Lease Term peaceably and quietly have and hold and enjoy the
Equipment, without suit, trouble or hindrance from Lessor, except
as expressly set forth in this Agreement.
..Lessor shall have the right at all responsible times during
the business hours of Lessee to enter into and upon the property
of Lessee for the purposes of inspecting the Equipment.
.ARTICLE VI
RENTAL PAYMENTS
.Section 6.01 Rental Payments to Constitute a Current Expense
of Lessee. Lessor and Lessee understand and intend that the
obligation of Lessee to pay Rental Payments hereunder shall
constitute a current expense of Lessee and shall not in-any way
be construed to be a debt.of Lessee in contravention of any
applicable constitutional or statutory limitations or
requirements concerning the. creations of indebtedness by Lessee,
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nor shall anything contained herein constitute a pledge of the
general tax revenues, funds or monies of Lessee.
Section 6.02 Payment of Rental Payments. Lessee shall pay
Rental Payments, exclusively from legally available funds, in
lawful money of the United State of America, to Lessor or, in the
event of assignment by Lessor, to its assignee, in the amounts
and on the dates set forth in Exhibit C hereto. Rental Payments
shall be in consideration for Lessee's use of the Equipment
during the applicable year in which such payments are due.
Section 6.03 Interest and Principal Components. A portion
of each Lease Rental Payment is paid as, and represents payment
of, interest and the balance of each Rental Payment is paid as
and represents payment of, principal. Exhibit C hereto sets
forth the interest component and the principal component of each
Rental Payment during the Lease Term. If this Agreement is
nonrenewed pursuant to Section 6.06, no further obligation for
payment of the principal or interest portion of all future Rental
Payments shall exist.
Section 6.04 Rental Payments to be Unconditional. The
obligations of Lessee to make payment of the Rental Payments
required under this Article VI and other sections hereof, and to
perform and observe the covenants and agreements contained
herein, shall be absolute and unconditional in all events, except
as expressly provided under this Agreement. Notwithstanding any
dispute between Lessee or Lessor, any Vendor or any other person,
Lessee shall make all payments of Rental Payments when due and
shall not withhold any Rental ,Payments pending final resolution
of such dispute, nor. shall Lessee assert any right of set-off or
counterclaim against its obligation to make Rental Payments
during the Original Term or the then current Renewal Term and
shall not be abated through accident or unforeseen circumstances.
Section 6.05 Continuation of Lease Term by Lessee. Lessee
intends, subject to the provisions of Section 6.06, to continue
the Lease Term through the Original Term and all of the Renewal
Terms and to pay the Rental Payments hereunder. Lessee
reasonably believes that legally available funds of an amount
sufficient to make all Rental~Payments during the Original Term
and each of the Renewal Terms cari be obtained.
Section 6.06 Nonrenewal. In the event that the Lessee in
its sole discretion determines-not to appropriate funds for the
payments of Rental Payments for any Renewal Term then Lessee may
terminate this Agreement at the end of the then current Original
Term or Renewal Term, and Lessee shall not be obligated to make
payment of the Rental Payments provided for in this Agreement
beyond the then current Rental Term or Renewal Term. Lessee
agrees to deliver notice to Lessor of such notice of termination
at least 90 days prior to the end of the then current Original or
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Renewal Term. If this Agreement is terminated under this Section
6.06, Lessee agrees peaceably to deliver the Equipment to Lessor
at the location specified by Lessor. To the extent lawful,
Lessee shall not, until the date on which the next recurring
Renewal Term would have ended, expend any funds for the purchase
or use of Equipment similar to the Equipment subject to this
Agreement. Parties further agree that the immediately prior
sentence is not intended to and shall not be construed to prevent
Lessee from either purchasing or leasing additional Equipment.
ARTICLE VII
TITLE TO Equipment; SECURITY INTEREST
Section 7.01 Title to the Equipment. During the terms of .
this Agreement, title to the Equipment and any and all additions,
repairs, replacements or modifications shall vest in Lessee,
subject to the rights of Lessor under this Agreement. In the
event of default as set forth in Section 13.02 of nonrenewals set
forth in Section 6.06, Title to Equipment, shall immediately vest
in Lessor, and Lessee will reasonably surrender possession of the
Equipment to Lessor.
Section 7.02 Security Interest. To secure the payment of
all Lessee's obligations under this Agreement, Lessee grants to
Lessor a security interest constituting a first lien on the
Equipment and on all additions, attachments, accessions and
substitutions thereto, and"on all proceeds therefrom. Lessee
agrees to execute such. additional documents, including financing
statements, affidavits, notices and similar instruments, in form
satisfactory to Lessor, which Lessor deems necessary or
appropriate to establish and maintain its security interest, and
upon assignment, the security interest of any assignee of Lessor,
in the Equipment.
ARTICLE VIII
MAINTENANCE MODIFICATION; TAXES;
-INSURANCE AND OTHER CHARGES
Section 8.01 Maintenance of Equipment by Lessee. Lessee
agrees that at all times during the Lease Term will, at Lessee's
own cost and expense, maintain, preserve and keep the Equipment
in good repair, working order and condition, and- that Lessee will
from time to time make. or cause to be made all necessary and
proper repair, replacements and renewal. Lessor shall have no
responsibility in any of these matters, or for the making of
improvements or additions to the Equipment..
Section 8.02 Taxes, other Governmental Charges and Utility
Charges. The parties to .this Agreement contemplate that the
Equipment will be used for a governmental purpose of Lessee and,
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therefore, that the Equipment will be exempt from all tax
presently assessed and levied with respect to personal property.
In the event that the use, possession or acquisition of the
Equipment is found to be subject to taxation in any form (except
for income taxes to Lessor or other taxes associated with
Lessors business), Lessee will pay during the Lease Term, as the
same respectively come due all taxes and governmental charges of
any kind whatsoever that may at any time be lawfully assessed or
levied against or with respect to the Equipment and any Equipment
or other property acquired by Lessee in substitution for, as a
renewal of replacement of, or a modification, improvement or
addition to the Equipment; as well as all gas, water; steam,
electricity, heat, power, telephone, utility and other charges
incurred in the operation, maintenance, use, occupancy and upkeep
of the Equipment; provided that, with installments over a period
of .years, Lessee shall be obligated to pay only such installments
as have occurred during the time this Agreement is in effect.
Section 8.03 Provisions Regarding Insurance.. At its own
expense Lessee shall cause casualty, public liability and
property damage insurance to be carried and maintained, or shall
demonstrate to the satisfaction of Lessor that adequate self-
insurance is provided with respect to the Equipment sufficient to
protect the Full Insurable Value (as that term is hereinafter
defined) of the Equipment. All insurance proceeds from casualty
losses shall be payable as hereinafter provided in this
Agreement. Lessee shall furnish to Lessor at time of closing
certificates evidencing such.coverage throughout the Lease Term..
If Lessee changes insurance companies during the Lease Term,
written notification to Lessor must be received within 30 days.
Alternatively, Lessee may insure the Equipment under a blanket
insurance policy or policies which cover not only-the .Equipment
but other properties.. If Lessee shall insure similar properties
by self-insurance, Lessee will insure the Equipment by means of
an .adequate insurance fund.
The term "Full Insurable Value" as used herein shall mean
the full replacement value of the Equipment.
Any insurance policy pursuant to this Section 8.0.3 shall be
so written or endorsed as to make losses, if any, payable to
Lessee. The Net Proceeds as defined in Section 9.01 of the
insurance required in_this Section 8.03 shall be applied as
provided in Article IX hereof. Each insurance policy provided
for in this insurance company shall not cancel the policy or
modify it materially and adversely to the interest. of Lessor
without first giving written notice thereof to Lessor at least 10
days in advance of such cancellation.
Section 8.04 Advance. In the event Lessee shall fail to
maintain the full insurance coverage required by this Agreement
or shall fail to keep the Equipment in good repair and operating
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condition, Lessor may (but shall be under no obligation to)
purchase the required policies or insurance and pay the premiums
on the same or may make such repairs or replacements as are
necessary and provide payment thereof; and all amounts so advance
therefore by Lessor shall become additional rent for the then
current Original Term or Renewal Term, which amounts, together
with interest (at 6$ per annum) thereon Lessee agrees to pay.
ARTICLE IX
DAMAGE, DESTRUCTION AND CONDEMNATION;
USE OF NET PROCEEDS
Section 9.01 Damage, Destruction and Condemnation. Unless
Lessee shall have exercised its option to purchase the Equipment
by making payment of the Purchase Price as provided herein, if
prior to the termination of the Lease Term (a) the Equipment or
any portion thereof is destroyed (in whole or part) or is damaged
by fire or other casualty or (b) title to, or the temporary use
of the Equipment or any~part thereof shall be taken under the
exercise of the power of eminent domain by the governmental body
or any person, firm or corporation acting under governmental
authority, Lessee and Lessor will cause the Net Proceeds of any
insurance claim or condemnation award to be applied to the prompt
repair, restoration, modification or replacement of the
Equipment. Any balance of the Net Proceeds remaining after such
work has been completed shall be paid to Lessee.
For purposes of Section 8.03 and this Article IX, the term
"Net Proceeds" shall mean the amount remaining from the gross
proceeds of any insurance claim or condemnation award after
deducting all expenses (including attorney's fees) incurred in
the collection of such claims or award.
Section 9.02 Insufficiency of Net Proceeds. If the Net
Proceeds are insufficient to pay in full the cost of any repair,
restoration, modification or improvement referred to in Section
9.01 hereof by reason of Lessee's failure to comply with Section
8.03 hereof,- Lessee shall either (a) complete the work and pay
any cost in excess of the amount of Net Proceeds, and Lessee
agrees that if by reason of any such insufficiency of the Net
Proceeds, Lessee shall reimburse Lessor pursuant to the
provisions of this Section 9.02.. Lessee shall not be entitled to
any reimbursement therefore from Lessor nor shall Lessee be
entitled to any diminution of :.the amounts payable under Article
VI hereof, or (b) hereunder, Lessee shall pay to Lessor the
amount of-the then applicable Purchase Price, and, upon such
payment, the Lease Term shall terminate as provided~in Article XI
of this Agreement. The amount of the Net Proceeds in excess of
the then applicable Purchase Price, if any, may be retained by
Lessee.
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ARTICLE X
DISCLAIMER OF WARRANTIES; VENDOR'S
WARRANTIES; USE OF THE Equipment
Section 10.01 Disclaimer of Warranties. LESSOR MAKES NO
WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE
VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS OF
PARTICULAR PURPOSE OR FITNESS FOR USE OF THE Equipment, OR
WARRANTY WITH RESPECT THERETO. In no event shall Lessor be
liable for any incidental, direct, special or consequential
damage in connection with or arising out of this Agreement or the
existence, furnishing, functioning or Lessee's use of any -item or
products or services provided for in this Agreement.
Section 10.02 Vendor's Warranties. Lessor .hereby
irrevocably appoints Lessee its agent and attorney-in-fact during
the Lease Term, so long as Lessee shall not be in default
hereunder, to assert from time to time whatever claims and
rights., including warranties of the Equipment, which Lessor may
have against the Vendor of the Equipment. Lessee's sole remedy
for the breach of such warranty, indemnification or
representation shall be against the Vendor of the Equipment or
parties other than Lessor, and not against Lessor, nor shall such
matters have any effect whatsoever on the rights and obligations
of Lessor with respect to this Agreement, including the right to
receive full and timely payments hereunder. Lessee expressly
acknowledges that Lessor makes, and has made, no representation
or warranties whatsoever as to the existence or availability of
such warranties of the Vendor of the Equipment.
Section 10.03 Use of the Equipment. Lessee will not
install, use, operate or maintain the Equipment improperly,
carelessly, in violation of any applicable law or in a manner
contrary to that contemplated by this Agreement. Lessee shall
provide all permits and licenses, if any, necessary for the
installation and operation of the Equipment. In addition, Lessee
agrees to comply in all respects (including, without. limitation,
with respect to the use, maintenance and operation of each item
of the body exercising .any .power or jurisdiction over the items
of the Equipment); provided,-however, that Lessee may contest in
good faith the validity or application of any such law or rule in
any reasonable manner which does not, in the opinion of Lessor,
adversely affect the estate of Lessor in and to-any of the items
of the Equipment or its interest or rights under this Agreement.
ARTICLE XI
OPTION TO PURCHASE
Lessor's security interest in the Equipment will be
terminated and this Agreement shall terminate:
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(a) at the end of the Lease Term (including Renewal Term),
upon payment in full of Rental Payments due hereunder, or
(b) at the end of the Original Term or any Renewal Term,
upon payment by Lessee of the then applicable Purchase Price, or
(c) if the Lease Term is terminated pursuant to Article IX
of this Agreement, in the event of total damage, destruction or
condemnation of the Equipment and, if Lessee is not such date in
default under this Agreement, upon payment of the then applicable
Purchase Price to Lessor.
ARTICLE XII
ASSIGNMENT, SUBLEASING,
MORTGAGING AND SELLING
Section 12.01 Assignment by Lessor. This Agreement, and the
obligations of Lessee to make payments hereunder, may be assigned
and reassigned in whole or in part to one or more assignees or
subassignees by Lessor at any time. subsequent to its execution,
without the necessity of obtaining the consent of Lessee;
provided however, that no such assignment or reassignment shall
be effective unless and until (i) Lessee shall have received
notice of the assignment-or reassignment disclosing the name and
address of the assignee or subassignee, and (ii) in the event
that such assignment or reassignment is made to a bank or trust
company as trustee for holders of certificates representing
interest. in this Agreement, such bank or trust company agrees to
maintain, or cause to be maintained, a book-entry system by which
a record of the names and addresses of such holders as of any
particular time is kept and agrees, upon request of Lessee, to
furnish such information to Lessee. All costs of any such
assignment shall be borne by Lessor and Lessee shall have no
responsibility or liability of such assignment except as
otherwise set forth in this section 12.01. Upon receipt of
notice of assignment, Lessee agrees to reflect in a book entry
the assignee, designated in such notice of assignment, and to
make all payments to~the assignee designated in the notice of
assignment, notwithstanding any claim, defense, setoff or
counterclaim whatsoever. (whether arising from-a breach of the
Agreement or otherwise) that Lessee may from time to time have
against Lessor, or the assignee. Lessee agrees to execute all
documents, including notices of assignments and chattel mortgages
or financing statements which may be reasonably requested by
Lessor or its assignee to protect their interest on the Equipment
and in this Agreement.
Section 12.02 No Sale, Assignment or Subleasing by Lessee.
This Agreement and the interest of Lessee in the Equipment may
not be sold, assigned or encumbered by Lessee without prior
written consent of Lessor.
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ARTICLE XIII
EVENTS OF DEFAULT AND REMEDIES
Section 13.01 Events of Default Defined. The following
shall be "events of default" under this Agreement and the terms
"event of default" and "default" shall mean, whenever they are
used in this Agreement, any one or more of the following events:
(a) failure by Lessee to pay any Rental Payment or other
payment required to be paid hereunder at the time specified
herein; and
(b) failure by Lessee to observe and perform any covenant,
condition or agreement on its part to be observed .or performed,
other than as referred to in Section 13.01 (a) for a period of 30
days after written notice, specifying. such failure, and
requesting that it be remedied as given to lessee by Lessor,
unless Lessor shall agree in writing to an extension of such time
prior to its expiration; provided, however, if the failure stated
in the notice cannot be corrected within the applicable period,
Lessor will not unreasonably withhold its consent to an extension
of such time if corrective action is instituted by Lessee within
the applicable period and diligently pursued until the default is
corrected.
The foregoing provisions of this Section 13.01 are subject to the
condition that if by reason of force majeure Lessor is unable in
whole or in part to carry out its agreement on its part herein
contained, Lessee shall not be deemed in default during the
continuance of such inability. The term "Force Majeure" as used
herein shall mean, without limitation, the following: acts of
God., strikes, lockouts or other industrial disturbances; acts of
public enemies, orders or restraints of any king of the
government of the United State of America or the state where
Lessee is located or any of their departments, agencies or
officials, or any civil or military authority; insurrections;
riots; landslides; earthquakes, fires; storms; droughts; floods;
or explosions. .
Section 13.02 Remedies of Default. Whenever any event of
default referred to in Section 13.01 hereof shall have happened
and be continuing, Lessor shall have the right at its sole option
without any further demand or notice,. to take one or any
combination of the following remedial steps:
('a) with or without terminating this Agreement, retake
possession of the Equipment and sell, lease or sublease the
Equipment for the account of the Lessee, holding Lessee liable
for rent and other amounts payable~by Lessee hereunder to the end
of the Original Term or the then current Renewal Term; and,
Page it of 13
(b) take whatever action at law or in equity may appear
necessary or desirable to enforce its rights under this
Agreement.
Section 13.03 No Remedy Exclusive. No remedy herein
conferred upon or reserved to Lessor is intended to be exclusive
and .every such remedy shall be cumulative and shall be in
addition to every other remedy given under this Agreement now or
hereafter existing at law or in equity. No delay or omission to
exercise any right or power accruing upon default shall impair
such right and power may be exercised from time to time as often
as may be deemed expedient.
ARTICLE XIV
MISCELLANEOUS
Section 14.01 Notices. All notices, certificates or other
communications hereunder shall be sufficiently given and shall be
deemed given when delivered or mailed by registered mail, postage
prepaid, to the parties at the address indicated on the first
page hereof or such subsequent schedules provided in accordance
with the provisions of this Agreement.
Section 14.02 Binding Effect. This Agreement shall inure to
the benefit of and shall be binding upon Lessor or Lessee and
their respective successor and assigns.
Section 14.03 Severability. In the event any provision of
this Agreement shall be held invalid or unenforceable by any
court or competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
Section 14.04 Amendments. The terms of this Agreement shall
not be waived, altered, modified, supplemented or amended in any
manner whatsoever except by written instrument signed by the
Lessor and the Lessee; nor shall any such amendment that effects
the rights of Lessor's assignee by effective without such
assignee's consent.
Section 14.05 Execution in Counterparts. This Agreement may
be executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument.
Section 14.06 Applicable Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Florida.
Section 14.07 Captions.. The captions or headings, in this
Agreement are for convenience only and no way define, limit or
describe the scope or intent of any provisions or sections of
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this Agreement.
Section 14.08 Entire Agreement. This Agreement constitutes
the entire agreement between Lessor and Lessee. No waiver,
consent, modification or change or terms of this Agreement shal l
bind either party unless in writing signed by both parties, and
then such waiver, consent, modification or change shall be
effective only in specific instance and for the specific purpose
given. There are no understandings, agreements representations
or warranties, express or implied, not specified herein regarding
this Agreement or the Equipment leased hereunder. Any terms and
conditions of any purchase order or other document (with the
exception of Supplements) submitted by Lessee in connection with
this Agreement which are in addition to or inconsistent with the
terms and conditions of this ..Agreement will not be. binding on
Lessor and will not apply to this Agreement. Lessee by the
signature below of its authorized representative acknowledges
that it has read this Agreement, understand it, and agrees to be
bound by its terms and conditions. Lessor by the signature below
of its authorized representative acknowledges that it has read
this: Agreement, understand. it, and agrees to be bound by its
terms and conditions.
IN WITNESS WHEREOF, Lessor has executed this Agreement in
its corporate name with its corporate seal hereunto affixed and
attested by its duly. authorized officers, and Lessee has caused
this Agreement to be executed in its corporate name with its
corporate seal hereunto affixed and attested by its duly
authorized officers. All of the above occurred as of the date
first written below.
LESSOR: CITIZENS FIDELITY L CO PORATION
Attest(~• - ~
By : ~L1~'r4i4.~ 41. %~.,Ga~ By : ~ ~ _ ~-,~--q
Title: Title:
~~~ ~~ ' ~
LESSEE: CITY OF WINTER SP I GS, FLORI ~,
Attest : o~I ~'~, ~. ,I
By : J B C/~
Title: ~~¢ ~~,~ - - Title: ~
Date : ~~,~e.~.uw.,_ ~1 ~-l
( S E A L )
Page 13 of 13
EBHIBIT A
DESCRIPTION OF EQUIPMENT
The Equipment which is the subject of the attached Lease
and Purchase Agreement dated January~z~, 1993 is as follows:
Two (2) Emergency One Protector Pumpers Model #C932
Serial Nos.: 4ENRAAA81N1000458 S.O. #10458
4ENRAAA83N1000459 S.O. #10459
thereto.
Together with all additions, accessions and replacements
Lessee hereby certifies that the description of the
personal property set forth above constitutes an accurate description
of the "Equipment" as defined`in the attached Lease and Purchase
Agreement.
LOCATION OF THE EQUIPMENT:
Station #1 - 102 N. Moss Road, Winter Springs, FL 32708
LESSO CITI ENS FIDELITY
L S~ G CORPORATION
BY c~ ~
TITLE 1/
DATE ~ .L ~~
LESS CITY O WINT R SPRINGS,
F RIDA
sY ~ G( dY~,,. .
TITLE
DATE Z ti . I yy3
EBHIBIT B
ACCEPTANCE CERTIFICATE
The undersigned, as Lessee under the Lease and Purchase
Agreement (the "Agreement") dated January'L5, 1993, with Citizens
Fidelity Leasing Corporation ("Lessor"), acknowledges receipt in good
condition of all of the ecLuipment described in the Agreement and in
Exhibit A thereto this ...~, day of ~~,c,rti (~y3 and
certifies that Lessor has fully and sa sfact ily performed all of
its covenants and obligations required under the Agreement.
Lessee confirms that the Commencement Date of the Agreement
is and it will commence payments in accordance
with Article VI of the Agreement.
• The undersigned officer of the Lessee hereby reaffirms in
all respects the Certificate as to Arbitrage attached as Exhibit D to
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 Commencement Date, no facts, estimates or
circumstances other than those expressed therein that would
materially affect the expectations expre,~ed there,~n.
LESSO CI ZENS FIDELITY LESS E• CITY WINT R SPRINGS,
SING CORPORATION FL IDA
BY ~ •••~ ~,•~ BY ~i(„
TITLE V _ TITLE ~. ,/ti,
City of Winter Springs, Florida
EBHIBIT C
To The .Lease Dated January ~~-~~, 1993
Payment Purchase
Payment Date Interest Principal Price
1 $61,363.89 7/30/93 $8,450.00 $52,913.89 $285,086.11
2 61,363.89 1/30/94 7,127.15 54,236.74 230,849.37
3 61,363.89 7/30/94 5,771.24 55,592.65 175,256.72
4 61,363.89 1/30/95 4,381.42 56,982.47 118,274.25
5 61,363.89 7/30/95 2,956.86 58,407.04 59,867.21
6 61,363.89 1/30/96 1,496.68 59,867.21 -0-
* The Purchase Price is~valid only on the Payment Date and after the
payment has been received. -
The City of Winter Springs has designated this loan as a "qualified
tax-exempt obligation" pursuant to Sec. 265(b)(3) of the Internal
Revenue Code and represents that it has not issued and does not
intend to issue more than $10,000,000 of "tax-exempt obligations" in
the calendar year 1993. Should it be determined that this obligation
doe"s not qualify as a "qualified tax-exempt obligation" the interest
rate as set forth herein will be adjusted to Citizens Fidelity Bank
and Trust Company's prime rate for the entire term of the Lease.
LESSOR• TIZE S FIDELITY LESS
L S~ CORPORATION
By : - fy'v "~--~' By :
Title: ~ ~ Titl
Date : Z ~'L I ~t3 Date : '~-'~ ~ ~~7
E CITY OF WI ER SP NGS,
FL RID
e:
EXHIBIT E
Citv of Winter Springs, Florida
1126 State Road 434
Winter Springs, FL 32708
19
Kurt Heyman Insurance Agent
Florida League of Cities Insurance Agency
135 E. Colonial Drive Street Address
Orlando, Florida 32801 City, State, Zip
Dear Sirs:
We have entered into a lease agreement with Citizens Fidelity
Leasing Corporation. In accordance with our lease agreement, the
leased equipment (see attached Exhibit) is to be covered with proper
insurance and evidence of such insurance is to furnished to them
during the full term of the lease (month to month binders are not
acceptable) beginning immediately and ending on
7~,vun.aY 3~ /9 of 6
. The following checked item(s) need to be furnished to them in
order to fulfill this requirement of the lease agreement:
XX Physical Damage Insurance, to include fire, extend
coverage, vandalism, malicious mischief and theft in the
amount of $338,000.00
XX A (30) thirty day notification of expiration/cancellation
clause attached to the policy, also naming CITIZENS
FIDELITY LEASING-CORPORATION as Loss Payee as their
interests may appear.
Liability Insurance with $1,000,000 bodily injury and
$100,000 property damage coverage.
Please send the initial Certificate of Insurance and all
subsequent renewal notices to:
Citizens. Fidelity Leasing Corporation
Attn: Insurance Specialist
539 Fourth Avenue-Suite 201
Louisville,. KY. 40202-2514
The aforementioned should be for arded wit n (10) ten working
days from the receipt of this letter. ,
You~~ tiruly,
Title
CITIZENS FIDELITY LEASING CORPORATION
ESSENTIAL USE/SOURCE OF FUNDS LETTER
STATE, AND MUNICIPAL LEASE/PURCHASE AGREEMENT
Citizens Fidelity Leasing Corporation
539 Fourth Avenue, Suite 201
Louisville, KY 40202
Gentlemen:
This confirms and affirms that the Equipment described in the State
and Municipal Lease/Purchase Agreement dated January , 1993 (the
"Lease") is essential to the function of the undersigned or to the
service we provide to our citizens.
Further, we have an immediate need for, and expect to make immediate
use of, substantially all such Equipment, which need is not temporary
or expected to diminish in the foreseeable future. Such Equipment
will be used by us only for the purpose of performing one or more of
our governmental or proprietary functions consistent with the
permissible scope of our authority. Specifically, such Equipment was
selected by us to be used as follows:
~{(G P!'o~CG't'1on
The estimated useful life of such Equipment based upon manufacturer's
representatives and our projected need is tS ti ears
Our source of funds for payments of the rent due under the Lease for
the current f fiscal year is ~~~Q( -~'~,~,~, ,~e~e~u~
We expect and anticipate adequate funds to be available for all
future payments of rent due after the .current fiscal year for the
following: Two (2) Emergency One Protector Pumpers-- Model #D932
(S.N..4ENRAAA81N1000458; 4ENRAAA83N1000459). However, the City of
Winter Springs retains its right not to appropriate and the other
rights set forth in-the Lease..
Very ~~uly your
LESSE~~ ~CITFLOI~IDANT~ER SPRINGS,
By:
Date: V~~s„_ 1~~ ~Z_/ 3
Citizens Fidelity Bank & Trust Company
539 Fourth Avenue, Suite 201
Louisville, KY 40202
Gentlemen:
This letter is being provided in conjunction with the Lease
documents executed on January 2~, 1993.
Rather than purchasing-the equipment described in these
documents from the respective vendors for a cash price, the city
commission felt that it would be more beneficial for the City of
Winter Springs to finance the equipment from your institution.
We recognize that the total financing cost exceeds the purchase
price with the difference representing the interest cost, which on
the present takedown ,amounts to an annualized interest cost of 5.0~
over the lease term. We understand that in allowing us this below-
normal pricing, Citizens Fidelity is assuming that our tax exemption
as a political subdivison flows through to them making this income
exempt from Federal Income Tax.
Sincer
CITY /
By:
Title:
Date:
6. Pursuant to the Agreement, the City is entitled to receive the
Equipment in consideration for the obligation of the City under the
Agreement. Said Equipment will be used in furtherance of. the
public purposes of the City. The City does not intend to sell said
Equipment or to otherwise dispose of said Equipment during the
terms of the Agreement.-
7. The Agreement is exempt from the rebate provisions of Section
148 (f ) of the Code pursuant ~ to Section 148 (f) (4) (B ) of the Internal
Revenue Code of 1986, as amended in that all gross proceeds of the
Agreement are being spent on the date hereof.
8. To the best of my knowledge, information and belief, the above
expectations are reasonable.
IN WITNESS WHEREOF, I have hereunto set my hand on this ~ ~~~
day 'of January, 1993. ,~
CITY O~E' WINTER ;S INGS, FLORIDA
i.
i1
By: l
Richard Rozans ,
City Manager
36461ARB.CER
01/28/93
2
CERTIFICATE AS TO ARBITRAGE
AND CERTAIN OTHER TAX MATTERS
1. 1.1 The undersigned is the City Manager of the City of Winter
Springs, Florida (the "City") and pursuant to Section 148~of the
Internal Revenue Code of 1986, as amended (the "Code") and Sections
1.103-13, 1.103-14, 1.103-15 and 1.148-0-9 and -il of the Treasury
regulations certifies the statements in this Certificate.
1.2 The City is on the date hereof entering into a Lease and
Purchase Agreement (the "Agreement") with Citizens Fidelity Leasing
Corporation, as lessor (the "Lessor") pursuant to which the City
will lease from the Lessor two previously purchased Emergency One
fire trucks (the "Equipment"). The City is executing and deliver-
ing the Agreement pursuant to Ordinance No. 540 of the City
ordained on January 11, 1993 and pursuant to Resolution No. 700
adopted by the City on January 25, 1993. The City has not been
notified of any listing or proposed listing of the City by the
Internal Revenue Service as an issuer that may not certify as to
future events regarding its tax-exempt obligations.
1.3 The undersigned is familiar with the facts, estimates and
expectations set forth .herein.
1.4 To the best of the undersigned's knowledge, information
and belief, the expectations contained in this Certificate are
reasonable.
1.5 The terms used in this Certificate shall have the same
meaning as ascribed to them in the Code and the Treasury regula-
tions, and capitalized terms shall have the meaning given them in
the Agreement.
2. All of the proceeds of. $338,000 to be received by the City
pursuant to the Agreement will be used to lease the Equipment-from
the Lessor. -
3. Subject to the terms of t_he Agreement the City will annually
appropriate sufficient moneys to pay the Rental Payments due under
the Agreement for the current.fiscal year of the City.
4. No portion of the proceeds received by the, City pursuant to
the Agreement will be used as a substitute for other funds which
were otherwise to be used to pay costs of acquiring the Equipment
and which will be used to acquire directly or indirectly .securities
producing a yield in excess ,of the yield on the Agreement.
5. There are no obligations of the City which. (A) -are issued
within thirty-one (31) days of the date hereof, (B) are sold
pursuant to a common plan of financing with the Agreement, and (C)
which will be paid out~of substantially the same. source of funds
(or will have substantially the same claim to be paid out of
substantially the same source of funds) as the Agreement.
CERTIFICATE OF LESSOR AND LESSEE
I, Richard Rozansky, C't Manager f the City of Winter
Springs, Florida_(hereinaft r t e "Ci~.y"J HEREBY CERTIFIES as to
paragraphs 1 and 2 only and ~c~,, ,rc ~ ~ ~ V
of Citizens Fidelity Leasing-Corporation, (her inafter "Citizens")
HEREBY CERTIFIES to paragraph 3 and 4-only in connection with the
entering into that certain Lease and Purchase Agreement, for
Emergency One Fire Trucks dated -~ , 1993 (the "Agree-
ment"), as follows:
1. The representations and warranties of the City in the
Agreement are true.,. complete and correct in all material respects.
2. The City has full power, authority and_ legal right to
execute and deliver, and perform its obligations under, the
Agreement and certificates and agreements necessary to effectuate
the closing on the Agreement and such documents as of this date
have been properly executed or endorsed, as the case may be, and,
assuming due execution or endorsement by the other parties thereto,
such documents constitute. valid, legal and binding obligations of
the City, except as enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting the enforce-
ment of creditors' rights generally and by general principles of
equity.
3. The representations and warranties of Citizens in the
Agreement are true, complete and correct in all material respects.
4. Citizens has full power, authority and legal right to
execute and deliver, and perform. its obligations under, the
Agreement and certificates and agreements necessary to effectuate
the closing on -the Agreement and such documents as of this date
have been properly executed or endorsed, as the case may be, and,
assuming due execution.or endorsement by the other parties thereto,
such documents constitute valid, legal and binding obligations of
Citizens, except as enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting .the enforce-
ment of creditors' rights generally and by general-principles of
equity.
IN WITNESS WHEREOF, we hereunto set our hands this-2 ~~~ day of
January, 1993.
CITY QFI WINTER
By:
Richard Rozan
City Manager
NGS, ~ CITIZENS FID LITY LEASING
C ~ P TION
Its: y~ ~ ~
36461.C8R
01/29/93
--~°
1993
Honigman Miller Schwartz and Cohn
390 North Orange Avenue.
Suite 1300
Orlando, Florida 32801
City of Winter Springs, Florida
1126 East State Road 434
Winter Springs, Florida 32708
Ladies and Gentlemen:-
The undersigned, of Citizens Fidelity Leasing Corporation as
lessor (the "Lessor") under that certain Lease and Purchase
Agreement dated January ~, 1993 (the "Agreement") entered into
between the Lessor and the City of Winter Springs, Florida (the
"City") and as the provider of the financing for the Equipment (as
defined in the Agreement) hereby certifies. that we have been
provided a copy of: (a) he ordinance and resolution adopted on
January il, 1993 and January 25, 1993 by the City Commission of the
City authorizing the execution by the City of the Agreement and
other matters; (b) a copy of the legal opinion of Honigman Miller
.Schwartz and Cohn, Orlando, Florida ("Special Counsel") of even
date, and (c) such financial and general information respecting the
City as we deem necessary to enable us to make an informed
.investment judgment with respect to entering into the Agreement and
financing the lease by the City of the Equipment, and no inference
should be drawn that we are relying on Special Counsel as to any
such matters other than its legal opinion.
We hereby make- the following representations, which
representations may be relied upon by the City and by Special
Counsel:
A. We are in the business of leasing equipment and other
property to governmental units like the City pursuant to terms and
provisions similar to those set forth in the Agreement..
B. We are aware:
(i) that investment in the Agreement involves various
risks;
Honigman Miller Schwartz and Cohn
City of Winter Springs, Florida
Page 2
(ii) that the Agreement is not a general obligation of
the City; and
(iii) that the Rental Payments due under the Agreement
are payable solely from Available Revenues of the City
subject to annual appropriation by the City.
C. We have made such independent investigation of the
Equipment as we, in the exercise of sound business judgment,
consider to be appropriate under the circumstances.
D. We have knowledge and experience in financial and
business matters and are capable of evaluating the merits and risks
of our entering into the Agreement and leasing the Equipment to the
City and have determined that we can bear the economic risk of such
investment.
E. We acknowledge the understanding that the Agreement is
not being registered under the Securities Act of 1933, as amended
(the "1933 Act") or Chapter. 517, Florida Statutes, and that the
City shall have no obligation to effect any such registration or
qualification.
F. We are not
intermediary, and are
for our-own account
other distribution to
Signed as of the
acting as a bond house, broker or other
entering into the Agreement as an investment
and not with a present view to a resale or
the public.
~~-day of , 1993 .
CITIZENS FIDELITY LEASING CORPORATION
1
Tit e:
36461.CFL
01/27/93
/~ ._ ~NTEIq~
1' ' ~_ 'A~
U !n
\ ~rco~ponted ~.
~._
CITY OF WINTER SPRINGS, FLORIDA
1126 EAST STATE ROAD 434
WINTER SPRINGS, FLORIDA 32708
~~~~ Telephone (407) 327-1800
~2~
V C E R T I F I C A T I O N
STATE OF FLORIDA)
COUNTY OF SEMINOLE)
I, Mary T. Norton, City Clerk of the City of Winter Springs,
Florida, hereby certify that the attached copy of Resolution No. 698,.
Resolution No. 700 and Ordinance No. 540 are true copies of the documents
as they appear on file in my office.
Given under my hand and the corporate seal of the City of Winter
Springs, Florida, affixed this 28th day of January, 1993.
Mary~~ rton, City Clerk
CORPORATE SEAL
ORDINANCE NO. 3yo
AN ORDINANCE AUTHORIZING THE LEASING AND
ACQUISITION OF PREVIOUSLY PURCHASED EMERGENCY
ONE FIRE TRUCKS FOR CITY PURPOSES; PROVIDING
FOR DEFINITIONS AND FINDINGS; AUTHORIZING THE
CITY TO TRANSFER TITLE TO CERTAIN PROPERTY OF
THE CITY TO A LESSOR; AUTHORIZING LEASE-PUR-
CHASE AGREEMENTS WITH LESSORS; PROVIDING
CERTAIN REQUIREMENTS RELATING TO SUCH LEASE-
PURCHASE AGREEMENTS; PROVIDING THAT THE OBLI-
GATION OF THE CITY UNDER SUCH LEASE-PURCHASE
AGREEMENTS DOES NOT CREATE A GENERAL DEBT OR
OBLIGATION OF THE CITY OR THE STATE BUT SHALL
BE PAYABLE FROM LEGALLY AVAILABLE REVENUES
APPROPRIATED FOR SUCH PURPOSE; PROVIDING FOR
SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE.
BE IT ORDAINED BY THE MAYOR AND CITY COMMISSIONERS OF THE CITY
OF WINTER SPRINGS, FLORIDA:
SECTION 1. DEFINITIONS
When used in this Ordinance, the following terms shall have
the following meanings unless the context clearly otherwise
requires:
"Available Revenues" shall mean all ad valorem and non-ad
valorem revenues of the City which are legally available to make
lease payments.
"City Commission" shall mean the City Commission of the City
of Winter Springs.
"City" shall mean the City of Winter Springs, Florida, a
municipal corporation of the State of Florida.
"Lease" shall mean a lease-purchase agreement which may be
entered into between the City and a Lessor in accordance with the
terms hereof and of the resolution of the City Commission approving
the same.
"Lessor" shall mean an entity which acts as lessor of a
Project or Projects pursuant to the terms of a Lease.
"Obligations" shall mean any certificates or other obligations
evidencing the obligations of the City under the Lease.
1
~._.,.
'~
"Prior Use Property" shall mean property owned or leased by
the City which is purchased by a Lessor and leased to the City
pursuant to the terms and provisions of a Lease.
"Project" shall mean the two Emergency One Fire Trucks
acquired by the City on December 2, 1992, to be purchased by, or on
behalf of, a Lessor and leased to the City pursuant to the terms of
a Lease.
The words "herein", "hereunder", "hereby", "hereto", "hereof",
and any similar terms shall refer to this Ordinance.
Words importing the singular number include the plural number,
and vice-versa.
SECTION 2. FINDINGS
The City Commission hereby finds and determines that:
(a) The City has previously acquired the Project.
(b) The City has been advised by its financial advisor that
the most efficient and cost effective method of funding the
acquisition of the Project is by entering into a lease-purchase
agreement which results in interest payable as part of the lease
payments thereunder being treated as "tax-exempt" for federal
income taxation purposes.
(c) Lease payments shall be payable from Available Revenues
of the City during such time as a Lease is in effect. The City
may, at its option, terminate a Lease prior to each fiscal year.
The City shall never be required to use any ad valorem taxes for
the payment of Lease obligations, except as otherwise provided
herein.
SECTION 3. PURCHASING AND LEASING OF PROPERTY
The City Commission is hereby authorized and empowered:
(a) to acquire by lease-purchase the Project, upon such terms
and for such lease payments as can be agreed upon between the City
Commission and a Lessor;
(b) to establish, organize and appoint members or directors
of Lessors for the purpose of acquiring, constructing and install-
ing the Project, and to lease-purchase such Project pursuant to the
terms and provisions of a Lease or Leases;
(c) to sell or otherwise transfer title to Prior Use Property
to a Lessor for such consideration as shall be deemed appropriate
by the City and in accordance with applicable law, and to lease-
2
'~,,~, ~ ~~:4;;
purchase such Prior Use Property from such Lessor pursuant to the
terms and provisions of a Lease or Leases;
(d) to permit a Lessor or its assigns to enter upon the
property of the City for the purpose of taking and selling,
reletting or otherwise disposing of the same in the event the City
fails to appropriate sufficient Available Revenues to make the
lease payments or otherwise defaults under the corresponding Lease;
(e) to enter into such arrangement as it deems appropriate
with a Lessor in order that interest payments due under the Lease
will be treated as "tax-exempt" pursuant to applicable rulings and
regulations of the Internal Revenue Code of 1986, as amended, and
the United States Treasury;
SECTION 4. LEASES
The City Commission is hereby authorized and empowered to
prepare, execute and deliver a Lease or Leases, pursuant to the
terms and provision of which the City shall lease-purchase the
Project from one or more Lessors. Any Lease entered into between
the City and a Lessor:
(a) shall provide that payments due under such Lease as rent
or otherwise shall be made from Available. Revenues of the City
budgeted and appropriated by the City Commission for such purpose
and shall not constitute an indebtedness of the City within the
meaning of any constitutional, statutory or charter provision or
limitation;
(b) shall set forth the term of the lease-purchase of the
Project (which term shall not exceed the average useful life of the
Project subject thereto), the amount of lease payments to be made.
by the City in respect thereof, the due dates for such lease
payments, and such other terms and provisions as may be approved by
the City Commission;
(c) shall set forth the term or renewal terms, if applicable,
of such Lease, provided such Lease may be terminated at the end of
each fiscal year by the City in the event the City Commission does
not appropriate sufficient Available Revenues to make the lease
payments for the next succeeding fiscal year;
(d) shall provide that the failure of the City Commission to
make annual appropriations for or otherwise renew or extend the
initial term or any renewal term of such Lease shall not require
the payment of any penalty nor constitute a default by the City
under such Lease;
(e) may provide that the title to the Project leased pursuant
to such Lease shall remain in the Lessor until such time as the
3
Project is acquired by the City or is otherwise disposed of in
accordance with the terms of such Lease;
(f ) may provide that the lease payments to be made by the
City shall not be subject to set-off or abatement;
(g) may provide that the City may act as agent of the Lessor
in acquiring, constructing and installing the Project;
(h) may provide such remedies to the Lessor as may be
available under Florida law in the event of non-appropriation or
default under such Lease, including the ability of the Lessor to
reclaim possession of the Project and sell, re-let or otherwise
dispose of it; and
(i) may set forth such other terms and provisions as the City,
and Lessor shall deem appropriate.
SECTION 5. ISSUANCE OF OBLIGATIONS
(a) The City Commission shall have the power to issue
Obligations to evidence its obligation under the Lease.
(b) The Obligations shall be payable from payments made under
a Lease, proceeds of the Obligations and moneys derived from the
remedies exercised in the event of non-appropriation or default.
The Obligations shall not constitute a direct obligation of the
City and shall be payable solely from the moneys provided therefor,
as provided in Section 6, hereof.
SECTION 6. OBLIGATIONS NOT DEBT OF CITY
Any Obligations issued shall not be deemed to constitute a
debt of the City or a pledge of the faith and. credit of the City,
but such Obligations shall be payable solely from sources provided
in the Lease relating thereto. The obligation of the City to make
payments under a Lease is a limited and special obligation, subject
to annual appropriation of the City from Available Revenues.
SECTION 7. ALTERNATIVE METHOD
This Ordinance shall be deemed to provide an additional and
alternative method for the doing of the things authorized hereby
and shall be regarded as supplemental and additional to powers
conferred by other laws, and shall not be regarded as in derogation
of any powers now existing or which may hereafter come into
existence. This Ordinance, being necessary for the welfare of the
inhabitants of the City, shall be liberally construed to effect the
purposes thereof.
4
`,~,'
SECTION 8. SEVERABILITY
If any provision of this Ordinance or the application thereof
to any person or circumstance is held invalid, the invalidity shall
not affect other provisions or applications of this Ordinance which
can be given effect without the invalid provision or application
and to this end the provisions of this Ordinance are declared
severable.
SECTION 9. EFFECTIVE DATE
.This Ordinance shall become effective immediately upon its
adoption.
ORDAINED this 11th day of January, 1993.
CITY COMMISSION OF THE CITY
OF WI ER SPRINGS, FLORIDA
(SEAL) .'
Mayor
ATTEST:
City C erk
as to Form and Legal Sufficiency:
First Reading / a~~~, 1992
Second Reading ~ , 1993
~ity o ey
36461.ORD
12/08/92
5
, a
Tlie Orlando Sentinel ---
Published Da~~64.23
estate of ,~"[oribA s.s.
COUNTY OF ORANGE
Before the undersigned authority personally appeared
,who on oath says
that he she is the Legal Advertising Representative of The Orlando Sentinel, a dally
newspaper published at _; ' ~ "~ ~ ~ -• ~ h' V' _ in
~.- ~, ; ,,,;, t ~. _ County, Florida;
that the attached copy of advertisement, being a h (7 r +l ; F t~ t; ~ L L C r1
in the matter of ~"' ^ ' " " "~ ~ ~- " ti 4 i .i
inthe~~LLdi'i ~ Court,
was published in said newspaper in the issue; of 1 =' / ~ i t l 9 ~
Affiant further says that the said Orlando Sentinel is a newspaper published at
r n ~ ` ~ r ' t 1~ c: Y in said
_,,, , ;~• i-.. ~ _ County, Florida,
and that the said newspaper has heretofore been continuously published in
said ~ ~'" r'~i ~ ~ ~= County, Florida,
each Week DaY and has been entered as second-class mall matter at the post
office in r ' `' ~ '-' " ' ° by in said
~, tiN I to C1L L _ County, Florida,
for a period of one year next preceding the first publication of the attached
copy of advertisement; and affiant further says that he/she has neither paid
nor promised any person, firm or corporation any discount, rebate,
commission or refund for the purpose of securing this advertisement for
publication in the said newspaper. j~/
The foregoing instrument was acknowl dg bef a me this ~~ day of
December _, 192, by Mari T inn M~K n~ i P ,
who is personalty known to me andy>rytto did take an~ath. ~~ ~ ~~
(SEAL) // JUANITA ~{OSAUO
(/ Juanita Ro~aclo
Notary I':•`~;ir. State of I'lorida
NI}' cc,nt;r ~ .i -n r.xpire5 Jude 18, 1yH~!
Comnus::ion ;¢ CCOZ'29U2
NOTICE OF PUBUC NEARING
CITY OF WINTER SPRINGS,
FLORIDA
NOTICE IS HEREBY GIVEN by the City
Commission of the Cily of Winter
Springs, Fbrida, that eaid Cartvnission
w=M hold a Public Hearing on en ordi-
nance entitled es loaovvs:
ORDINANCE x10.540
AN ORDINANCE AUTHORIZING
=EMENT WITH
DING CERTAIN
RELATING TO
CHASE AGREE-
NG THAT THE
GENERAL DEBT OR OBLIGATION
~ THE CITY OR THE STATE BUT
SHALL BE PAYABLE FROM LE-
GALLY AVAl1ABLE REVENUES AP-
PROPRIATED FOR SUCH PUR-
POSES: PROVIDING FOR SEYER-
ABIUTY: ANO PROVIDING AN EF-
FECTIVE DATE.
This Pudic Me~u~g vnN be Held a< 7:30
p.m. on Jarwury it, tYY3 or u soon
0rerreaaer as possible In d=e Commis-
sion Chamber. City Ha4, 1126 East S. R.
434. WiMar Springs. Flwdia 32706.
Copies d 0=e pro0osed ordinance are
walable in the ooMMiiocee of the Ciy Gerk
for Mspeglon. Interested parties may
aooaar r 0=is heerirto arW ba heard
48 HOURS IN ADVAN(:E
ZING AT (40n 327.1600.
ARE ADVISED THAT IF
)E TO APPEAL ANY DECI-
E AT THIS MEETINGSI
THEY WILL NEED A RE-
rHE PROCEEDINGS AND
I PURPOSE, THEY MAY
NSURE THAT A VERBATIM
THE TESTIMONY AND EVIDENCE
UPON WHICH THE APPEAL IS TO 8E
BASED, PER SECTION 286.0105 FLOR-
IDA STATUTES.
Dared Ilse 2otn day or December. 199z.
CITY OF WINTER
SPRINGS, FLORIDA
Mary 1. Norton
Cittyy Cleric
SLSCG630/4 Oec.20,1992
~...
RESOLUTION NO. 700 (Revised 1/20/93)
A RESOLUTION OF THE CITY OF WINTER SPRINGS,
FLORIDA,. AUTHORIZING THE EXECUTION AND DELIV-
ERY OF A LEASE AND PURCHASE AGREEMENT BETWEEN
THE CITY AND CITIZENS FIDELITY LEASING CORPO-
RATION RELATING TO THE LEASE OF PREVIOOSLY
PURCHASED EMERGENCY ONE FIRE TRUCKS; AUTHORIZ-
ING THE EXECUTION AND DELIVERY OF A LEASE
BCHEDULE RELATING TO THE LEASE-PURCHASE OF
SUCH VEHICLES; AUTHORIZING THE EXECUTION AND
DELIVERY OF ALL DOCUMENTATION NECESSARY TO
CONSUMMATE SUCH LEASE PURCHASE; DESIGNATING
SUCH LEASE AND PURCHASE AGREEMENT AS BANK
QUALIFIED; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE MAYOR AND CITY COMMISSIONERS OF THE CITY
OF WINTER SPRINGS, FLORIDA:
SECTION 1. FINDINGS. It is hereby found and determined that:
(A) The Mayor and the City Commissioners of the City of
Winter Springs, Florida (the "City"), did on January 11, 1993
ordain the following ordinance:
AN ORDINANCE AUTHORIZING THE LEASING AND
ACQUISITION OF PREVIOUSLY PURCHASED EMERGENCY
ONE FIRE TRUCKS FOR CITY PURPOSES; PROVIDING
FOR DEFINITIONS AND FINDINGS; AUTHORIZING THE
CITY TO TRANSFER TITLE TO CERTAIN PROPERTY OF
THE CITY TO A LESSOR; AUTHORIZING LEASE-PUR-
CHASE AGREEMENTS WITH LESSORS; PROVIDING
CERTAIN REQUIREMENTS RELATING TO SUCH LEASE-
PURCHASE AGREEMENTS; PROVIDING THAT THE OBLI-
GATION OF THE CITY UNDER SUCH LEASE-PURCHASE
AGREEMENTS DOES NOT CREATE A GENERAL DEBT OR
OBLIGATION OF THE CITY OR THE STATE BUT SHALL
BE PAYABLE FROM LEGALLY AVAILABLE REVENUES
APPROPRIATED FOR SUCH PURPOSE; PROVIDING FOR
SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE.
(B) Due to the present volatility of the market for tax-
exempt obligations such as the Lease and Purchase Agreement (as
hereinafter defined) and the complexity of the transactions
relating to such Lease and Purchase Agreement, it is in the best
interest of the City that the City enter into the Lease and
Purchase Agreement with Citizens Fidelity Leasing Corporation (the
"Purchaser"). A letter of the City's financial advisor recommend-
ing the lease purchase of the Equipment as defined in the Lease and
Purchase Agreement from the Purchaser to the City is attached
hereto as Exhibit A.
SECTION 2. AUTHORIZATION OF LEASE-PURCHASE OF EQUIPMENT. The
City hereby authorizes the lease-purchase of the Equipment (as
defined in the Lease and Purchase Agreement) in accordance with the
terms of the Lease and Purchase Agreement.
SECTION 3. APPROVAL OF LEASE AND PURCHASE AGREEMENT. The
City hereby authorizes and directs the Mayor or other members of
the City Commission designated by the Mayor to execute the Lease
and Purchase Agreement, and the Clerk to attest the same under the
seal of the City, and to deliver the Lease and Purchase Agreement
to the Purchaser for its execution. The Lease and Purchase
Agreement shall be in substantially the form attached hereto as
Exhibit B, with such changes, amendments, modifications, omissions
and additions as-may be approved by said Mayor or his designee.
Execution by the Mayor or his designee of the Lease and Purchase
Agreement shall be deemed to be conclusive evidence of approval of
such changes.
SECTION 4. APPROVAL OF TERMS OF LEASE AND PURCHASE AGREEMENT.
The City hereby approves the entering into the Lease and Purchase
Agreement with the Purchaser at the purchase price indicated in
Exhibit C hereto.
SECTION 5. GENERAL AUTHORITY. The Mayor and members of the
City Commission, the Clerk and the officers, attorneys and other
agents or employees of the City are hereby authorized to do all
acts and things required of them by this Resolution and the Lease
and Purchase Agreement, or desirable or consistent with the
requirements of this Resolution and the Lease and Purchase
Agreement for the full punctual and complete performance of all the
terms, covenants and agreements contained herein or therein, and
each member, employee, attorney and officer and the Clerk is hereby
authorized and directed to execute and deliver any and all papers
and instruments and to be and cause to be done any and all acts and
things necessary or proper for carrying out the transactions
contemplated hereunder. The City Manager is hereby approved as the
designee of the Mayor for purposes of executing the Lease and
Purchase Agreement and taking the other actions authorized by this
Resolution.
SECTION 6. BANK QUALIFIED. The City designates the Lease and
Purchase Agreement as "qualified tax-exempt obligations" within the
meaning of Section 265(b)(3) of the Internal Revenue Code of 1986,
as amended (the "Code"). The City and any subordinate entities of
the City and issuers of debt that issue "on behalf of" the City do
not reasonably anticipate during calendar year 1993 to issue more
than $10,000,000 of "tax-exempt" obligations, exclusive of those
obligations described in Section 265(b)(3)(C)(ii) of the Code.
SECTION 7. SEVERABILITY AND INVALID PROVISIONS. If any one
or more of the covenants, agreement or provisions herein contained
shall be held contrary to any express provision of law or contrary
2
r
to the policy of express law, though not expressly prohibited 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.
SECTION 8. ~ EFFECTIVE DATE. This Resolution shall become
effective immediately upon its adoption.
PASSED AND ADOPTED by the City Commission of the City of
Winter Springs, Florida, this .25th day of January, 1993.
SPRINGS, FLORIDA
(SEAL)
ATTEST:
City erk
TO FORM AND LEGAL SUFFICIENCY:
ty
S/93
3
RESOLUTION NO. 698
A RESOLUTION OF THE CITY OF WINTER SPRINGS,
FLORIDA DECLARING ITS INTENT TO INCUR DEBT IN
THE MAXIMUM PRINCIPAL AMOUNT OF $400,000 AS
PERMANENT FINANCING OF THE COSTS OF CERTAIN
FIRE TRUCKS FOR THE CITY; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the .City of Winter Springs, Florida, a municipality
of the State of Florida (the "Issuer") has the authority pursuant
to Chapter 166, Part II, Florida Statutes, and other applicable
provisions of law to enter into lease-purchase transactions to
finance the purchase of capital projects;
WHEREAS, the Issuer is considering entering into a lease-
purchase agreement or similar agreement (the "Agreement") to pay
the costs of the acquisition, by the Issuer of two (2) fire trucks
(the "Project");
WHEREAS, the Issuer expects to expend certain of its funds on
costs of the Project prior to the delivery of the Agreement which
costs the Issuer reasonably expects to seek reimbursement for from
proceeds derived from the Agreement (the "Reimbursement Expendi-
tures") ;
WHEREAS, the Issuer has not budgeted, allocated or otherwise
set aside any funds to pay the Reimbursement Expenditures;
WHEREAS, it is expected that the Agreement will be entered
into and delivered within one (1) year of the first incurrence of
a Reimbursement Expenditure; and
WHEREAS, the Issuer desires to indicate its intent to enter
into the Agreement in the maximum principal amount of $400,000 as
permanent financing for the costs of the Project.
` ~;.
/ / ~ `~
~ ~
.~
/ NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
,,,
CITY OF WINTER SPRINGS, FLORIDA, AS FOLLOWS:
SECTION 1. The Issuer intends to enter into the Agreement in
the maximum principal amount of $400, 000 as the permanent financing
of the costs of the Project, including providing for the payment of
costs of entering into the Agreement. This declaration is intended
to be a declaration of official intent under, and to meet the
requirements of, Treasury Regulations §1.103-18, as amended.
SECTION 2. All prior resolutions of the Issuer inconsistent
with the provisions of this resolution are hereby modified,
supplemented and amended to conform with the provisions herein
contained and except as otherwise modified, supplemented and
amended hereby shall remain in full force and effect.
SECTION 3. This resolution shall take effect immediately upon
its adoption.
PROPOSED, PRESENTED AND PASSED this ~ul da/y~ of, ~i. _, 1992.
CI(PY OF FLIN~'FR~SPRINGS, FLORIDA
~_ ~ .,
(SEAL)
FFICIENCY:
2
ATTEST:
ity lerk
MEMORANDUM
TO: Rick Young
FROM: Ann Larabee
RE: City of Winter Springs, Florida
DATE: January 29, 1993
I, Ann Larabee, have personally inspected this equipment and
checked the major serial numbers (if applicable) against the
oriaxfia~. invoices ./~
Title ~_~/ _ /!
Date ~ /~~ /
LAW OFFICES
HONIGMAN MILLER SCHWARTZ AND COHN
390 NORTH ORANGE AVENUE
SUITE 1300
ORLANDO, FLORIDA 328 01-2448
TELEPHONE (407) 648-0300
WEST PALM BEACH, FLORIDA TELECOPIER (407) 648-1155
TAMPA, FLORIDA
LOS ANGELES, CALIFORNIA
January 29, 1993
Mayor and City Commission
City of Winter Springs, Florida
1126 East State Road 434
Winter Springs, FL 32708
Citizens Fidelity Leasing Corporation
201 South Orange Avenue
Suite 750
Orlando, FL 32801-3423
Gentlemen:
DETROIT, MICHIGAN
LANSING, MICHIGAN
HOUSTO N, TEXAS
We have acted as special counsel to the City of Winter
Springs, Florida (the "City") in connection with the execution and
delivery by the City of a Lease and Purchase Agreement dated
January 29, 1993 (the "Agreement") entered into between Citizens
Fidelity Leasing Corporation as lessor (the "Lessor") and the City
as lessee. Any capitalized undefined terms used herein shall have
the meaning set forth in the Agreement.
In our capacity as special counsel, we have examined (i) the
Agreement, (ii) Exhibit C to the Agreement setting forth the Rental
Payments, including the principal and interest components of such
payments due under the Agreement subject to the provisions of the
Agreement, (iii) the ordinance of the City ordained on January 11,
1993 authorizing the leasing and acquisition of previously
purchased Emergency One fire trucks for City purposes (the
"Ordinance"), and (iv) the resolution of the City adopted on
January 25, 1993 authorizing the execution and delivery of the
Agreement and other matters (the "Resolution").
In addition to the foregoing, we have examined and relied upon
such other agreements, certificates, documents and opinions,
including certificates and representations of public officials and
other officers and representatives of the various parties partici-
pating in this transaction, as we have deemed relevant and
necessary in connection with the opinions expressed below. We have
HONIGMAN MILLER SCWWARTZ AND GOWN
January 29, 1993
Page 2
not undertaken an independent audit, examination, investigation or
inspection of the matters described or contained in such agree-
ments, documents, certificates, representations and opinions and
have relied solely on the facts, estimates and circumstances
described and set forth therein.
In our examination of the foregoing, we have assumed the
genuineness of signatures on all documents and instruments, the
authenticity of documents submitted as originals and the conformity
to originals of documents submitted as copies.
Pursuant to the Agreement Lessor shall lease the Equipment
consisting of two Emergency One fire trucks to the City and the
City shall make Rental Payments to the Lessor.
The Rental Payments are payable solely from the City's
Available Revenues (as defined in the Ordinance). The City is not
legally required to budget and appropriate Available Revenues for
this purpose. Rental Payments are subject to annual appropriation
by the City. Neither the City, the State of Florida, nor any
political subdivision thereof shall be obligated to pay any sums
due under the Agreement from any source other than Available
Revenues; and the faith and credit of the City is not pledged for
payment of such sums due thereunder, and such sums do not consti-
tute a debt of the City within the meaning of any constitutional or
statutory provision or limitation.
The opinions set forth below are expressly limited to, and we
opine only with respect to, the laws of the State of Florida and
the federal income tax laws of the United States of America.
Based upon the foregoing, we are of the opinion that:
1. The City is a duly organized and validly existing
municipal corporation of the State of Florida.
2. The Agreement has been duly authorized, executed and
delivered by the City and, assuming due execution and delivery by
the other party thereto, constitutes the valid and binding obliga-
tion of the City in accordance with the terms and provisions of the
Agreement.
3. Pursuant to the Resolution, the Mayor and members of the
City Commission, the Clerk and the officers, attorneys and other
agents or employees of the City are authorized to do all acts and
things required of them by the Resolution and the Agreement, or
desirable or consistent with the requirements of the Resolution and
the Agreement for the full, punctual and complete performance of
HONIGMAN MILLER SCHWARTZ AND COHN
January 29, 1993
Page 3
all the terms, covenants and agreements contained in the Resolution
or the Agreement, and each member, employee, attorney and officer
and the Clerk is thereby authorized and directed to execute and
deliver any and all papers and instruments and to do and cause to
be done any and all acts and things necessary or proper for
carrying out the transactions contemplated under the Resolution.
The City Manager has been approved as the designee of the Mayor for
purposes of executing the Agreement and taking the other actions
authorized by this Resolution.
4. Pursuant to the Resolution the City designated the
Agreement as "qualified tax-exempt obligations" within the meaning
of Section 265(b)(3) of the Internal Revenue Code of 1986, as
amended.
It is to be understood that the rights of the Lessor and the
enforceability of the Agreement, the Ordinance and the Resolution
may be subject to bankruptcy, insolvency, reorganization, moratori-
um and other similar laws affecting creditors' rights heretofore or
hereafter enacted and to the exercise of judicial discretion in
appropriate cases.
Our opinions expressed herein are predicated upon present law,
facts and circumstances, and we assume no affirmative obligation to
update the opinions expressed herein if such laws, facts or
circumstances change after the date hereof.
Very truly yours,
HONIGMAN MILLER SCHWARTZ AND COHN
MDW/JMK
01/28/93
36461.OPN
LAW OFFICES
HONtGMAN MILLER SCHWARTZ AND COHN
390 NORTH ORANGE AVENUE
SUITE 1300
ORLANDO, FLORIDA 328 01-2448
TELEPHONE (407) 648-0300
WEST PALM BEACH, FLORIDA TELECO PIER (407) 648-1155 DETROIT, MICHIGAN
TAMPA, FLORIDA LANSING, MICHIGAN
LOS ANGELES, CALIFORNIA HOUSTON, TEXAS
February 2, 1993
Mayor and City Commission
City of Winter Springs, Florida
1126 East State Road 434
Winter Springs, FL 32708
Citizens Fidelity Leasing Corporation
201 South Orange Avenue
Suite 750
Orlando, FL 32801-3423
Gentlemen:
We have acted as special counsel to the City of Winter
Springs, Florida (the "City") in connection with the execution and
dei _____ City of a Lease and Purchase Agreement dated
ebruary 2, 1993 he "Agreement") entered into between Citizens
i' eas ni g Corporation as lessor (the "Lessor") and the City
as lessee. Any capitalized undefined terms used herein shall have
the meaning set forth in the Agreement.
In our capacity as special counsel, we have examined (i) the
Agreement, (ii) Exhibit C to the Agreement setting forth the Rental
Payments, including the principal and interest components of such
payments due under the Agreement subject to the provisions of the
Agreement, (iii) the ordinance of the City ordained on January 11,
1993 authorizing the leasing and acquisition of previously
purchased Emergency One fire trucks for City purposes (the
"Ordinance"), and (iv) the resolution of the City adopted on
January 25, 1993 authorizing the execution and delivery of the
Agreement and other matters (the "Resolution").
In addition to the foregoing, we have examined and relied upon
such other agreements, certificates, documents and opinions,
including certificates and representations of public officials and
other officers and representatives of the various parties partici-
pating in this transaction, as we have deemed relevant and
necessary in connection with the opinions expressed below. We have
HONIGMAN MILLER SCHWARTZ AND CORN
February 2, 1993
Page 2
not undertaken an independent audit, examination, investigation or
inspection of the matters described or contained in such agree-
ments, documents, certificates, representations and opinions and
have relied solely on the facts, estimates and circumstances
described and set forth therein.
In our examination of the foregoing, we have assumed the
genuineness of signatures on all documents and instruments, the
authenticity of documents submitted as originals and the conformity
to originals of documents submitted as copies.
Pursuant to the Agreement Lessor shall lease the Equipment
consisting of two Emergency One fire trucks to the City and the
City shall make Rental Payments to the Lessor.
The Rental Payments are payable solely from the City's
Available Revenues (as defined in the Ordinance). The City is not
legally required to budget and appropriate Available Revenues for
this purpose. Rental Payments are subject to annual appropriation
by the City. Neither the City, the State of Florida, nor any
political subdivision thereof shall be obligated to pay any sums
due under the Agreement from any source other than Available
Revenues; and the faith and credit of the City is not pledged for
payment of such sums due thereunder, and such sums do not consti-
tute a debt of the City within the meaning of any constitutional or
statutory provision or limitation.
The opinions set forth below are expressly limited to, and we
opine only with respect to, the laws of the State of Florida and
the federal income tax laws of the United States of America.
Based upon the foregoing, we are of the opinion that:
1. The City is a duly organized and validly existing
municipal corporation of the State of Florida.
2. The Agreement has been duly authorized, executed and
delivered by the City and, assuming due execution and delivery by
the other party thereto, constitutes the valid and binding obliga-
tion of the City in accordance with the terms and provisions of the
Agreement.
3. Pursuant to the Resolution, the Mayor and members of the
City Commission, the Clerk and the officers, attorneys and other
agents or employees of the City are authorized to do all acts and
things required of them by the Resolution and the Agreement, or
desirable or consistent with the requirements of the Resolution and
the Agreement for the full, punctual and complete performance of
HONIGMAN MILLER SCHWARTZ AND COHN
February 2, 1993
Page 3
all the terms, covenants and agreements contained in the Resolution
or the Agreement, and each member, employee, attorney and officer
and the Clerk is thereby authorized and directed to execute and
deliver any and all papers and instruments and to do and cause to
be done any and all acts and things necessary or proper for
carrying out the transactions contemplated under the Resolution.
The City Manager has been approved as the designee of the Mayor for
purposes of executing the Agreement and taking the other actions
authorized by this Resolution.
4. Pursuant to the Resolution the City designated the
Agreement as "qualified tax-exempt obligations" within the meaning
of Section 265(b)(3) of the Internal Revenue Code of 1986, as
amended.
It is to be understood that the rights of the Lessor and the
enforceability of the Agreement, the Ordinance and the Resolution
may be subject to bankruptcy, insolvency, reorganization, moratori-
um and other similar laws affecting creditors' rights heretofore or
hereafter enacted and to the exercise of judicial discretion in
appropriate cases.
Our opinions expressed herein are predicated upon present law,
facts and circumstances, and we assume no affirmative obligation to
update the opinions expressed herein if such laws, facts or
circumstances change after the date hereof.
Very truly yours,
i '/%~/~/j//r~
HONIGMAN MILLER SCHWARTZ AND COHN
MDW/JMK
01/28/93
36461.OPN