HomeMy WebLinkAboutVI (A) Award of Lease for Climbing Excavator / Backhoe to Commercial and Municipal Capital LLC - Resolution No 95-05, approving lease/purchase agreement for Kaiser Swamp Master AGENDA 6-20-95
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OF 0000 ELLIS SHAPIRO
MEMORANDUM
DATE: June 15, 1995
TO: The Honorable Mayor and Board of City Commissioners
FROM: Montye E. Beamer, Director y
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Administrative Services U
SUBJECT: Leasing for Climbing Excavator/Backhoe
Commercial & Municipal Capital, LLC
Purchase of the budgeted Climbing Excavator/Backhoe was planned as a lease/purchase. The cost
of the Kaiser Swamp Master (climbing excavator) is $184,340. Quotes for leasing were requested
from (1) Pioneer Hydraulic Systems, Inc. (Swamp Master supplier); (2) Riverside National Bank
of Florida; and, (3) Commercial & Municipal Capital, LLC (formerly, under Liberty National
Bank). Based upon two quotes (Pioneer no only extending terms) and the costs for document
review/preparation, Commercial & Municipal Capital, LLC was the lower total cost. The
quarterly payments in advance will be$10,530.00 with an effective annual interest rate of 5.921%
over five years.
Staff recommends that the Mayor and City Commissioners (1) adopt Resolution 95-05 establishing
need, (2) approve the leasing agreement with Commercial & Municipal Capital, LLC with
quarterly payments of$10,530.00 in advance for five years with an effective annual interest rate
of 5.921%, and (3) authorize the Mayor and City Clerk to execute all necessary documents.
MEB/jbw
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RESOLUTION NO. 95-05
A RESOLUTION OF THE CITY OF OCOEE, FLORIDA APPROVING AN
EQUIPMENT LEASE/PURCHASE AGREEMENT WITH COMMERCIAL &
MUNICIPAL CAPITAL, LLC AND DESIGNATING IT AS A QUALIFIED
TAX-EXEMPT OBLIGATION
RESOLVED, that this City enter into a certain Municipal
Lease-Purchase Agreement with COMMERCIAL & MUNICIPAL CAPITAL, LLC
(hereinafter called "Lessor") in substantially the form attached
hereto and by this reference made a part hereof (the "Equipment
Lease") and that this City lease equipment from Lessor pursuant to
the terms of such Equipment Lease; and that the Mayor and the City
Clerk of this City be and hereby are authorized and directed in the
name and on behalf of this City to execute the Equipment Lease with
Lessor in substantially the form presented at this meeting, with
such changes therein and additions thereto as shall be approved by
such officers who execute the same, and such execution shall be
conclusive evidence that each such document so executed has been
authorized and approved by this vote.
FURTHER RESOLVED, that the City Commission of the City of
Ocoee, Florida finds that a true and very real need exists for the
acquisition of the Equipment described in the Equipment Lease and
that such acquisition is in the best interests of the City of
Ocoee.
FURTHER RESOLVED, that the City Commission of the City of
Ocoee, Florida finds that the City of Ocoee has taken the necessary
steps, including compliance with any applicable legal bidding
requirements, under applicable law to arrange for the acquisition
of such equipment.
FURTHER RESOLVED, that the obligations of the City under
the Equipment Lease be hereby designated, pursuant to Section
265 (b) (3) (D) of the Internal Revenue Code of 1986, as amended
(hereinafter called the "Code" ) , as comprising a portion of the
$10, 000, 000 . 00 in aggregate issues which may be designated as
"Qualified Tax-Exempt Obligations" eligible for the exception to
the general rule of the Code which provides for a total
disallowance of a deduction for interest expense allocable to the
carrying of tax-exempt obligations.
FURTHER RESOLVED, that the Mayor and the City Clerk of
this City be and hereby are authorized to execute and deliver such
other instruments and take such other actions as they shall deem
necessary and desirable for the purpose of carrying out these
resolutions and consummating the transactions contemplated by the
Equipment Lease.
FURTHER RESOLVED, that the foregoing resolutions shall
remain in full force and effect until written notice of their
amendment or rescission shall have been received by Lessor and that
receipt of such notice shall not affect any action taken by Lessor
prior thereto.
FURTHER RESOLVED, that the Clerk of this City be and
hereby is authorized and directed to certify to the Lessor the
foregoing resolutions and that the provisions thereof are in
conformity with the charter of this City.
ADOPTED this day of June, 1995 .
ATTEST: APPROVED:
CITY OF OCOEE, FLORIDA
Jean Grafton, City Clerk S . Scott Vandergrift, Mayor
(SEAL)
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA.
APPROVED AS TO FORM AND LEGALITY
this day of June, 1995 .
FOLEY & LARDNER APPROVED BY THE OCOEE CITY
COMMISSION AT A METING HELD ON
THE DATE INDICATED ABOVE UNDER
AGENDA ITEM NO.
By:
City Attorney
CAV/P51\DOCSIPER\LEGALUtESOLUTE 16/15/95118W0151 DPB:dp
Agreement No.
MUNICIPAL LEASE-PURCHASE AGREEMENT
LESSOR: Commercial&Municipal Capital,LLC
201 E.Kennedy Boulevard,Suite 712\
Tampa,Florida 33602
LESSEE: City of Ocoee,Florida
150 North Lakeshore Drive
Ocoee,Florida 34761
This Municipal Lease-Purchase Agreement(the"Agreement")entered into between Commercial&Municipal Capital,LLC of
Kentucky("Lessor"),and City of Ocoee,Florida("Lessee"),a body corporate and politic duly organized and existing under the laws of
the State of Florida("State");
WITNESSETH:
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;
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 public body,corporate and politic,duly organized and existing under the Constitution and laws of the State.
(b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body,
corporate and politic.
(c) Lessee is authorized under the Constitution and laws of the State 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,attached hereto as Exhibit A,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,if any,as may be applicable to this Agreement and the acquisition by Lessee of the
Equipment hereunder. Lessee shall cause to be executed an opinion of its counsel substantially in the form attached hereto as Exhibit B.
(e) During the term of this Agreement,the Equipment will be used by Lessee only for the purpose of performing one or more
essential 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.
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Agreement No.
(0 During the period this Agreement is in force,Lessee will annually provide Lessor with such current financial statements,
budgets,proof of appropriation for ensuing fiscal year or such other financial information relating to the decision of Lessee to continue
this Agreement as may be reasonably requested by Lessor or its assignee.
(g) The Equipment will have a useful life in the hands of the Lessee that is substantially in excess of the Original Term and all
Renewal Terms.
(h) The Equipment is,and during the period this Agreement is in force will remain,personal property and when subjected to use by
the Lessee under this Agreement,will not be or become futures.
ARTICLE II
DEFINITIONS
The following terms will have the meanings indicated below unless the context dearly requires otherwise:
"Agreement"means this Municipal Lease-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 which lessor signs the Municipal Lease-Purchase Agreement.
"Equipment"means the property described in Exhibit D and which is 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 entity which is described in the first paragraph of this Agreement and which is leasing the Equipment from
Lessor under the provisions of this Agreement.
"Lessor"means(i)Commercial&Municipal Capital,LLC,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 indicated with respect to any date after payment of all Rental Payments(defined below)due
through such date,all as set forth in Exhibit E hereto,or Supplemental Exhibit E hereto,as the case may be.
"Renewal Terms"means the automatic renewal terms of this 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 automatic renewal terms
which shall end on the due date of the last Rental Payment set forth in Exhibit E to this Agreement.
"Rental Payments"means the basic rental payments payable by Lessee pursuant to the provisions of this Agreement during the
Lease Term,payable in consideration of the right of Lessee to use the Equipment during the then current portion of the Lease Term.
Rental Payments shall be payable by Lessee to the Lessor or its assignee in the amounts and at the times during the Lease Term,as set
forth in Exhibit E of 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.
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Agreement No.
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.
•
ARTICLE IV
LEASE TERM
Section 4.01. Commencement of Lease Term. The Original Term of this Agreement shall commence on the Commencement Date
as indicated in Exhibit F and shall terminate on the last day of Lessee's current fiscal year. Lessee may renew this Agreement beyond
the expiration of the Original Term,or beyond the expiration of any subsequent Renewal Term,up to the number of additional fiscal
years provided in Rich fbitE of this Agreement by appropriating sufficient funds to make scheduled Rental Payments for the ensuing
fiscal year(each a"Renewal Term"). Terms and conditions during any Renewal Term shall be the same as the terms and conditions
during the Original Term,except that the Rental Payments shall be as provided in Exhibit E 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 final Renewal Term of this Agreement and the payment by Lessee of all Rental Payments authorized or
required to be paid by Lessee hereunder,
(b) The nonrenewal of this Agreement in the event of nonappropriation of funds pursuant to Section 6.06;
(c) The exercise of Lessee of the option to purchase the Equipment before expiration of this Agreement granted under the
provisions of Articles IX or XI of this Agreement;or
(d) A default by Lessee and Lessor's election to terminate this Agreement under Article XIII.
Section 4.03. Return of Equipment on Termination. Upon expiration or earlier termination of the Original Term or any Renewal
Term under any provision of this Agreement at a time when Lessee does not exercise its option to purchase the Equipment granted
under the provisions of Articles IX or XI of this Agreement,Lessee hereby agrees to voluntarily deliver the Equipment to Lessor
• packaged or otherwise prepared in a manner suitable for shipment by truck or rail common carrier at a location specified by Lessor.
ARTICLE V
ENJOYMENT OF EQUIPMENT
Lessor iereby covenants to provide Lessee during the Lease Term with quiet use and enjoyment of the Equipment,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 reasonable times during business hours to enter into and upon the property of Lessee for the
purpose of inspecting the Equipment.
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Agreement No,
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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 out of its available non-ad valorem
revenues 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 creation of indebtedness by Lessee. Nothing contained herein shall constitute a pledge of the
Lessee's general tax revenues,funds or monies.
Section 6.02. Payment of Rental Payments. During the Original Term and during each Renewal Term elected by Lessee,Lessee
shall pay Rental Payments,exclusively from legally available funds,in lawful money of the United States 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 E 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 E hereto sets forth the interest
component and the principal component of each Rental Payment during the Lease Term.
•
Section 6.04. Rental Payments to be Unconditional. During the Original Term and during each Renewal Term elected by Lessee,
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 and Lessor,any Vendor or any other person,
Lessee agrees to pay all 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 such payments when required under
this Agreement. Lessee's obligation to make Rental Payments during the Original Term or the then current Renewal Term elected by
Lessee 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 the Rental Payments hereunder. Lessee reasonably believes that legally available funds
from non-ad valorem tax sources in an amount sufficient to make all Rental Payments during the Original Term and each of the
Renewal Terms can be obtained. Lessee further intends,subject to the provisions of 6.06,to do all things lawfully within its power to
obtain and maintain funds from which the Rental Payments may be made,including making provision for such payments to the extent
necessary in each biannual or annual budget submitted and adopted in accordance with applicable provisions of state law,to have such
portion of the budget approved.
Section 6.06. Termination by Nonappropriatioa. In the event Lessee does not appropriate sufficient funds for the payment of the
Rental Payments scheduled to be paid in next occuring Renewal Term then,Lessee may,not withstanding any other provision
contained herein to the contrary,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 end of the then current
Original or Renewal Term. Lessee agrees to deliver notice to Lessor of such termination prior to the adoption of the Renewal Term's
Budget.
•
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Agreement No.
ARTICLE VII
TITLE TO EQUIPMENT
Section 7.01. Title to the Equipment. During the term 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 or nonappropriation as set forth in Section 6.06,Lessee agrees to surrender possession of the Equipment to
Lessor. Lessee and Lessor intend for federal income tax purposes under the Internal Revenue Code of 1986,as amended,that this
Agreement constitutes a financing lease or an installment sale contract rather than a true lease.
Section 7.02. Notice Filing. Lessee agrees to execute for informational purposes a notice filing financing statement as attached
hereto.
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 Lessee 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 repairs,replacements and renewals. 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 or proprietary purposes of Lessee and,therefore,that the equipment will be exempt from all
taxes 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 of Lessor),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
or 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 respect to any governmental charges that may lawfulltbe paid in installments over a period of years,Lessee shall be
obligated to pay only such installments as have accrued 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,and to protect Lessor from liability in all events. All insurance proceeds from casualty losses shall be payable as hereinafter
provided in this Agreement Lessee shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term.
Alternatively,Lessee may insure the Equipment under a blanket insurance policy or policies which cover not only the Equipment but
other properties. If Lessee insures similar properties by self-insurance,Lessee will insure similar properties by self-insurance,Lessee will
insure the Equipment by means of an adequate insurance fund.
The"Full Insurable Value"as used herein shall mean the full replacement value of the Equipment
Any insurance policy pursuant to this Section 8.03 shall be so written or endorsed as to make losses,if any,payable to Lessee and
Lessor as their respective interests may appear. 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 DC hereof. Each insurance policy provided for in this Section 8.03 shall contain a provision
to the effect that the 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 30 days in advance of such cancellation.
Section 8.04. Advances. In the event Lessee shall fail to maintain the full insurance coverage required by this Agreement or shall
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Agreement No.
fail to keep the Equipment in.good repair and operating condition,Lessor may(but shall be under no obligation to)purchase the
required policies of insurance and pay the premiums necessary and provide for payment thereof;and all amounts so advanced therefore
by Lessor shall become additional rent for the then current Original Term or Renewal Term,which amounts,together with interest
thereon at the rate of 12%per annum,Lessee agrees to pay.
ARTICLE DC
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(m whole or in part)or is damaged by fire or other casualty or(b)title to,or the temporary use of the
Equipment or any part thereof or the estate of Lessee or Lessor in the Equipment or any part thereof shall be taken under the exercise of
the power eminent domain by any governmental body or by 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 improvement 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 DC,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,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 make any
payments 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)if Lessee is not in default hereunder,
Lessee shall pay to Lessor the amount of the then applicable Purchase Price,and,upon such payment,the Lease Term shall terminate
and Lessor's interest in the Equipment 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.
ARTICLE X
DISCLAIMER OF WARRANTIES;VENDOR'S WARRANTIES;USE OF 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 FOR PARTICULAR
PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT,OR WARRANTY WITH RESPECT THERETO. In no event shall
Lessor beliable for any incidental,indirect,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.
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Agreement No.
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,and not against the Lessor,nor shall such matter 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 Equipment)with all laws of the
jurisdictions in which its operations involving any item of Equipment may extend and any legislative,executive,administrative or
judicial 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,jn the opinion of the 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
At the request of Lessee,Lessor's interest in the Equipment and additional Rental Payments will be terminated and this Agreement
shall terminate:
(a) At the end of the final Renewal Term,upon payment by Lessee of all Rental Payments scheduled as set forth in Exhibit E to
this Agreement;or
(b) 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;or
(c) any time when Lessee is not on such date in default under this Agreement,upon payment by Lessee of the then applicable
Purchase Price to Lessor.
Upon the occurrence of any of such events,Lessor shall deliver a Bill of Sale of its remaining interest in the Equipment to Lessee
"AS IS-WHERE IS"without additional cost or payment by Lessee.
ARTICLE XII
i ASSIGNMENT,SUBLEASING,INDEMNIFICATION MORTGAGING AND SELLING
Section 12.01. Ajsignment 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 and 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 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 names and addresses of such holders as of any particular time is kept and agrees,upon request of the Lessee,to
furnish such information to Lessee. Upon receipt of notice of assignment,Lessee agrees to reflect in a book entry assignee designation
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 this Agreement or otherwise)that Lessee may from
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Agreement No.
time to time have against Lessor,or the assignee. Lessee agrees to execute all documents which may be reasonably requested by Lessor
or its assignee to protect their interests 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 the prior written consent of Lessor or assignee.
Section 12.03. Release and Indemnification Covenants. To the extent permitted by the laws and Constitution of the State,Lessee
shall protect,hold harmless and indemnify Lessor from and against any and all liability,obligations,losses,claims and damages
whatsoever,regardless of cause thereof,and expenses in connection therewith,including,without limitation,counsel fees and expenses,
penalties and interest arising out of or as the result of the entering into this Agreement,the ownership of any item of the equipment,the
ordering,acquisition,use,operation,condition,purchase,delivery,rejection,storage or return of any item of the equipment or any
accident in connection with the operation,use,condition,possession,storage or return of any item of the equipment resulting in damage
to property or injury to or death of any person. The indemnification arising under this paragraph shall continue in full force and effect
notwithstanding the full payment of all obligations under this Agreement or the termination of the lease term for any reason. Lessee
agrees not to withhold or abate any portion of the payments required pursuant to this Agreement by reason of any defects,
malfunctions,breakdowns or infirmities of the equipment.
Lessee acknowledges that Lessor's yield with respect to this Agreement is dependent upon the full amount of each lease rental
payment being excluded from Lessor's income pursuant to Section 103(a)of the United States Internal Revenue Code of 1986 as
amended(the"Code"). Accordingly,if at any time,as a result of a determination that Lessee has breached a representation or covenant
contained herein,or as a result of any change in the Code,any payment of either the interest component or the principal component of
any lease rental payment is,in the opinion of counsel for the Lessor,subject to or affected by any income,preference,excess profits,
minimum or other federal tax,Lessee shall pay,as additional interest,an amount which is necessary to provide to Lessor the same net
income as Lessor would have received but for such event. Lessor's calculations of such additional interest shall be binding upon Lessee
in the absence of manifest error.
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 the expiration,provided,
however,if the failure stated in the notice cannot be corrected within the applicable period,Lessor will not unreasonably withhold its
consent Wan 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(i)the provisions of Section 6.06 hereof with respect to
nonappropriation;and(ii)if by reason of force majeure Lessee is unable in whole or in part to carry out its agreement on its part herein
contained,other than the obligations on the part of Lessee contained in Article VI hereof,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 employee relations disturbances;acts of public enemies;orders or restraints of any kind of the government of
the United States of America or the state wherein 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.
8
Agreement No.
Section 13.02. Remedies on Default. Whenever any event of default referred to in Section 13.01 hereof shall have happened and be
continuing,Lessee agrees to voluntarily return the equipment to Lessor and Lessor shall have the right at its sole option without any
further demand or notice,to take either one or both of the following remedial steps:
(a) Accept surrender from Lessee of the equipment for sale or release by Lessor in a commercially reasonable manner. All
proceeds of such sale or re-letting shall inure to Lessor,provided,however,if such proceeds after deduction of Lessor's reasonable costs
and expenses,including attorneys'fees,incurred to recover possession,restore or clean-up and sell or release the equipment,exceed an
amount equal to the sum of the past due but unpaid Rental Payments and an amount equal to the then applicable purchase price,Lessor
shall remit the amount of such excess to Lessee;or
(b) Institute an action in a court of competent jurisdiction to recover,as a general claim against Lessee,Lessor's compensatory
damages resulting from Lessor's default.
Lessor agrees that it shall not have a right to seek any remedy of specific performance nor shall Lessor have any"self-help"right to
take possession of the equipment absent Lessee's voluntary surrender thereof.
Section 13.03. Waiver. No delay or omission to exercise any right or power accruing upon any default shall impair any such right
or power or shall be construed to be a waiver hereof,but any such right and power may be exercised from time to time and 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 their respective places of business.
Section 14.02. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their
respective successors and assigns.
Section 14.03. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of
competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof.
Section 14.04. Amendments. The terms of the 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 affects the
rights of Lessor's assignee be 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. •
9
Agreement No.
Section 14.07. Captions. The captions or headings in this Agreement are for convenience only and do not define,limit or describe
the scope or intent of any provisions of sections of this Agreement.
Section 14.08. Entire Agreement. This Agreement and the executed Exhibits attached hereto constitute the entire agreement
between Lessor and Lessee. No waiver,consent,modification or change of terms of this Agreement shall bind either party unless in
writing signed by both parties,and then such waiver,consent,modification or change shall be effective only in the specific instance and
for the specific purpose given. 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,understands 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;this
Agreement shall be binding on Lessee beginning on the date it is accepted and executed by Lessor.
LESSOR: Commercial&Municipal Capital,LLC
Attest Execute:
By: By:
Title: Title:
Date:
LESSEE: City of Ocoee,Florida
APPROVED:
ATTEST: City of Ocoee,Florida,
•
Jean Grafton,City Clerk: S.Scott Vandergrift,Mayor
(SEAL) Date:
FOR USE:,.ND RELIENCE ONLY BY THE City of Ocoee,Florida. APPROVED AS TO FORM AND LEGALITY THIS
DAY OF , 199.5 _
FOLEY&LARDNER,City Attorney APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING,
HELD ON ,1995 UNDER AGENDA ITEM NO.
By:
10
EXHIBIT A
RESOLUTION NO. 95-05
A RESOLUTION OF THE CITY OF OCOEE, FLORIDA APPROVING AN
EQUIPMENT LEASE/PURCHASE AGREEMENT WITH COMMERCIAL &
MUNICIPAL CAPITAL, LLC AND DESIGNATING IT AS A QUALIFIED
TAX-EXEMPT OBLIGATION
RESOLVED, that this City enter into a certain Municipal
Lease-Purchase Agreement with COMMERCIAL & MUNICIPAL CAPITAL, LLC
(hereinafter called "Lessor") in substantially the form attached
hereto and by this reference made a part hereof (the "Equipment
Lease") and that this City lease equipment from Lessor pursuant to
the terms of such Equipment Lease; and that the Mayor and the City
Clerk of this City be and hereby are authorized and directed in the
name and on behalf of this City to execute the Equipment Lease with
Lessor in substantially the form presented at this meeting, with
such changes therein and additions thereto as shall be approved by
such officers who execute the same, and such execution shall be
conclusive evidence that each such document so executed has been
authorized and approved by this vote.
FURTHER RESOLVED, that the City Commission of the City of
Ocoee, Florida finds that a true and very real need exists for the
acquisition of the Equipment described in the Equipment Lease and
that such acquisition is in the best interests of the City of
Ocoee.
FURTHER RESOLVED, that the City Commission of the City of
Ocoee, Florida finds that the City of Ocoee has taken the necessary
steps, including compliance with any applicable legal bidding
requirements, under applicable law to arrange for the acquisition
of such equipment.
FURTHER RESOLVED, that the obligations of the City under
the Equipment Lease be hereby designated, pursuant to Section
265 (b)• (3) (D) of the Internal Revenue Code of 1986, as amended
(hereinafter called the "Code") , as comprising a portion of the
$10/000, 000 . 00 in aggregate issues which may be designated as
"Qualified Tax-Exempt Obligations" eligible for the exception to
the general rule of the Code which provides for a total
disallowance of a deduction for interest expense allocable to the
carrying of tax-exempt obligations.
FURTHER RESOLVED, that the Mayor and the City Clerk of
this City be and hereby are authorized to execute and deliver such
other instruments and take such other actions as they shall deem
necessary and desirable for the purpose of carrying out these
resolutions and consummating the transactions contemplated by the
Equipment Lease.
FURTHER RESOLVED, that the foregoing resolutions shall
remain in full force and effect until written notice of their
amendment or rescission shall have been received by Lessor and that
receipt of such notice shall not affect any action taken by Lessor
prior thereto.
FURTHER RESOLVED, that the Clerk of this City be and
hereby is authorized and directed to certify to the Lessor the
foregoing resolutions and that the provisions thereof are in
conformity with the charter of this City.
ADOPTED this day of June, 1995 .
ATTEST: APPROVED:
_ CITY OF OCOEE, FLORIDA
Jean Grafton, City Clerk S. Scott Vandergrift, Mayor
(SEAL)
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA.
APPROVED AS TO FORM AND LEGALITY
this day of June, 1995 .
FOLEY & LARDNER APPROVED BY THE OCOEE CITY
COMMISSION AT A METING HELD ON
THE DATE INDICATED ABOVE UNDER
AGENDA ITEM NO.
By:
City Attorney
C:\WPSI\DOCSPER\LEGAL\RESOL1lfE 16/15/951 18W015 DPB:dp
EXHIBIT B
June 20, 1995
Commercial & Municipal Capital, LLC
201 E. Kennedy Boulevard, Suite 712
Tampa, Florida 33602
Gentlemen:
As counsel for the City of Ocoee, Florida ("Lessee"), we have examined the
unexecuted original of the Municipal Lease-Purchase Agreement (the "Agreement") dated June
_, 1995, between Lessee and Commercial & Municipal Capital, LLC ("Lessor"), and the
proceedings taken by Lessee to authorize and execute the Agreement. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, including but not
limited to the original of the Agreement provided to Lessee by Lessor on June 9, 1995.
Capitalized terms utilized herein shall be assigned the meanings given such terms in the
Agreement. For the purposes of this opinion, we have assumed that the Equipment is delivered
to and accepted by the City within one (1) year from the Commencement Date. Based upon the
examination and upon such other examination as we have deemed necessary or appropriate, we
are of the opinion that:
1. Lessee is a public body corporate and politic, legally existing under the
laws of the State of Florida.
2. The Agreement has been duly authorized, executed and delivered by
Lessee, pursuant to Article VIII of the Constitution of the State of Florida and Chapter 166,
Florida Statutes, and Resolution No. 95-05, attached as Exhibit A to the Agreement (the
"Resolution").
3. Subject to the qualifications and limitations set forth below,the Agreement
is a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms;
provided, however, that we render no opinion as to the effect on the validity and enforceability
of the Agreement or the provisions thereof which purport to vest title to the leased property in
Lessee and provided further that in the event Lessee returns the equipment to Lessor and the
Lessor obtains a judgment against Lessee in compensatory money damages, as a result of an
event of default under the Agreement, Lessee may be obligated to pay such judgment only if the
Lessor has first used its best efforts to sell or re-lease the equipment to a third party in a
commercially reasonable manner and only to the extent that a deficiency remains after pursuing
Commercial & Municipal Capital, LLC
June 20, 1995
Page 2
such remedy. Any such compensatory damages may be limited to the then applicable purchase
price.
4. Applicable public bidding requirements, if any, have been complied with
by the Lessee.
5. To the best of our knowledge, no litigation is pending or threatened in any
court or other tribunal, state or federal, which questions or affects the validity of the Resolution
or the Agreement.
6. The signatures of the officers of the Lessee which appear on the Agreement
are true and genuine; we know said officers and know them to hold the offices set forth below
their names.
7. The Equipment leased pursuant to the Agreement constitutes personal
property and when subjected to use by Lessee will not be or become fixtures under applicable
law.
8. The Lessee is a political subdivision of the State of Florida within the
meaning of Section 103 of the United States Internal Revenue Code and the related regulations
and rulings.
9. Subject to the qualifications and limitations set forth below, it is our
opinion that the portion of Rental Payments made by Lessee during the Lease Term which are
identified as the interest component will not be includable as federal gross income under
applicable statutes, regulations, court decisions and rulings existing as of the date of this opinion
and consequently will be exempt from present federal income taxes, provided, however, that we
render no opinion regarding what effect the provisions contained in the Agreement relating to
the vesting of title to the leased property in Lessee will have on the exclusion of said interest
fromfederalincome taxation.
10. The leasing of_the Equipment pursuant to the Agreement is exempt from
all sales and use taxes against the Lessee during the term of the Lease and the Equipment will
be exempt from any state and local personal property or other ad valorem taxes during the term
of the Lease; provided, however, that the Equipment is used exclusively for the Lessee's
municipal purposes. We note, however, that the Lessee has agreed that the Equipment will
during the term of the Lease be used by the Lessee only for the purpose of performing one or
more essential governmental or proprietary functions of Lessee consistent with the permissible
•
Commercial & Municipal Capital, LLC
June 20, 1995
Page 3
scope of Lessee's authority and will not be used in a trade or business of any person or entity
other than the Lessee.
This opinion is rendered solely for your benefit and no other person or entity shall
be entitled to rely on this opinion without our express written consent.
FOLEY & LARDNER
By:
Paul E. Rosenthal, a partner
cc: City of Ocoee
C:1WP51\DOCSIDPB1LEGAL\COMMER.IXH 16/15/93 I ISWOIS I DPB:dp
Agreement No.
EXHIBIT C
CERTIFICATE AS TO ARBITRAGE
I,the undersigned officer of the City of Ocoee,Florida(the"Lessee"),being the person duly charged,with others,with
responsibility for issuing the Lessee's obligations in the form of that certain agreement entitled"Municipal Lease-Purchase Agreement"
with referenced Exhibits attached thereto(the"Agreement")dated ,19_,and issued said date,HEREBY CERTIFY
that
1. The Agreement was issued by the Lessee under and pursuant to law to finance the acquisition of the certain Equipment
described therein.
2. Pursuant to the Agreement,the Lessee is entitled to receive said Equipment in consideration for the obligation of the Lessee
under the Agreement. Said Equipment will be used in furtherance of the public purposes of the Lessee. The Lessee does not intend to
sell said Equipment or said Agreement or to otherwise dispose of said Equipment during the term of the Agreement. The Lessee will not
receive any monies,funds,or other"proceeds"as a result of the Agreement.
3. The Lessee expects to make payments under the Agreement from its general funds on the basis of annual appropriations in the
amounts equal to the required payments under the Agreement. The remaining general funds of the Lessee are not reasonably expected
to be used to make such payments and no other monies are pledged to the Agreement or reasonably expected to be used to pay principal
and interest on the Agreement.
4. The Lessee has not received notice that its Certificate may not be relied upon with respect to its own issues nor has it been
advised that any adverse action by the Commissioner of Internal Revenue is contemplated.
To the best of my knowledge,information and belief the expectations herein expressed are reasonable and there are no facts,
estimates or circumstances other than those expressed herein that would materially affect the expectations herein expressed.
IN WITNESS WHEREOF,I have hereunto set my hand this day of , 19—
..-.�? __.. .. .-. _ ..__ �•ra�.•,•O^_7rr:CS:7s'LTfSSEE: City of Ocoee,Florida
FOR USE AND RELIANCE ONLY d
BY THE CRY OF OCOEE, 4.1
APPROVED AS TO FORM AND LECIAUTY
.:... rds bra U �'A S.Scott Vandergrift
FOLEY t L*.RDNER to y
:fir; --
City Amor Te Mayor
• 4L'J:Jl.il'r.w,1:t.V1,Za :�=CtAtall'`:w=4'aJi.13
• Agreement No.
EXHIBIT D
DESCRIPTION OF EQUIPMENT
The Equipment which is the subject of the attached Municipal Lease-Purchase Agreement is as follows:
may„ Description
(1) KAYSERX-4 MOBILE EXCAVATOR
SERIAL NUMBER:
together with all additions,accessions and replacements thereto.
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 Municipal.Lease-Purchase Agreement.
LESSEE: City of Ocoee,Florida
FOR USE AND RELIANCE ONLY •
BY THE CITY OF OCOEE.
APPROVED AS TO FORM AND LEGAUTY By:
this day of t1`�5 • S.Scott Vandergrift
FOLEY a LARDNER
IVCBIny Title: Mayor
Alba
Date:
LOCATION OF THE EQUIPMENT:
/
•
EXHIBIT E
SCHEDULE OF PAYMENTS
(EXPRESSED IN DOLLARS)
CITY OF OCOEE
KAYSER MOBILE EXCAVATOR
1995 LEASE PURCHASE
GROSS LEASE $ 210, 600 . 00
LEASE AMOUNT $ 184, 340 .00
PAY PAYMENT PURCHASE
NO. DATE PAYMENT PRINCIPAL INTEREST PRICE
0 10530 .00 10530 . 00 0 . 00 177286 .20
1 10530 .00 8012 .48 2517 .52 169113 .47
2 10530 . 00 8128 .53 2401.47 160822 .37
3 10530 .00 8246 .27 2283 .73 152411.17
4 10530 .00 8365 . 70 2164 .30 143878 .16
5 10530 . 00 8486 . 88 2043 .12 135221 .54
6 10530 . 00 8609 . 81 1920 . 19 126439 .54
7 10530 . 00 8734 .51 1795 .49 117530 .34
8 10530 . 00 8861.03 1668 .97 108492 . 09
9 10530 . 00 8989 .38 1540 . 62 99322 . 92
10 10530 .00 9119 .58 1410 .42 90020 .95
11 10530 . 00 9251 .67 1278 .33 80584 .24
12 10530 . 00 9385 . 67 1144 .33 71010 . 86
13 10530 .00 9521 . 63 1008 .37 61298 .80
14 10530 . 00 9659 .53 870 .47 51446 . 08
15 10530 . 00 9799 .45 730 .55 41450 . 64
16 10530 .00 9941 .39 588 . 61 31310 .42
17 10530 . 00 10085 .38 444 . 62 21023 .33
18 10530 . 00 10231 .46 298 . 54 10587 .24
19 10530 . 00 10379 . 65 150 .35 0 . 00
TOTALS : 210, 600 . 00 184, 340 . 00 26, 260 . 00
/
LESSEE: City of Ocoee, Florida
FOR USE AND RELLINCE ONLY n
5YT)ECMYOF000EE. F'
APPROVmAiTOPORIUMMIIMAY ABY:
• ars der?aq5 tl (S. Scott Vandergrift)
--4:LARDNER TITLE: Mayor
BY . _
(.itr.uwnuy DATE:
PAGE-1
EXHIBIT F
ACCEPTANCE CERTIFICATE
The undersigned,as Lessee under the Municipal Lease and Option Agreement(the"Agreement")
dated , 19 ,with Commercial&Municipal Capital,LLC("Lessor"),hereby
acknowledges(check one):
1. receipt in good condition of all of the Equipment described in the Agreement and in Exhibit D
thereto this day of , 19_,
2. X that the Equipment described in the Agreement and in Exhibit D thereto, has not been
delivered,but is scheduled to be delivered on/or before . Upon receipt of the
Equipment,or completion of Vendor's responsibility for delivery,whichever is later,Lessee shall inspect
it and,unless Lessee sends written notice to Lessor to the contrary within five(5)business days,Lessee
shall be deemed to have accepted the Equipment for all purposes of the Agreement. Upon request from
Lessor,Lessee shall provide Lessor with all applicable serial and identification numbers for the
Equipment.
Lessee certifies that Lessor has fully and satisfactorily performed all of its covenants and obligations
required under the Agreement,and confirms that the lease will commence as defined by"Commencement
Date"in the attached Agreement,and it will commemce payments in accordance with Article VI of the
Agreement.
The undersigned officer of the Lessee hereby reaffirms on behalf of the Lessee in all respects the
covenants of the Lessee set forth in Article I of the Agreement and the representations in the certificate as
to Arbitrage attached as Exhibit C 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,and that there were,and are as of the date on which they were made,and are
reasonable as of the Commencement Date,no facts,estimates or circumstances other than those expressed
therein that would materially affect the expectations expressed therein.
LESSEE: City of Ocoee,Florida
FOR USE AND MANCE a+I:f By:
BY NECRY CP000EE. (S. Scott Vandergrift)
APPROVED AsTOPOI UAlpL�11Y
•
PnuYaLwo1111 Title: Mayor
arm►
• Date:
Agreement No.
EXHIBIT G
ESSENTIAL USE/SOURCE OF FUNDS LETTER
TO:Commercial&Municipal Capital,LLC
RE:Municipal Lease-Purchase Agreement No.
Gentlemen:
Reference is made to certain Municipal Lease-Purchase Agreement Number .dated ,between Commercial
&Municipal Capital,LLC,and City of Ocoee,Florida,leasing the personal property described in Exhibit D to such Lease. This
confirms and affirms that such equipment is essential to the functions 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 the Equipment,which need is not
temporary or expected to diminish in the foreseeable future. The 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,the
Equipment was selected by us to be used as follows:
For the City of Ocoee to clean drainage ditches and other drainage
conveyance systems, especially where easements are not available.
Sincerely,
City of Ocoee,Florida
(Signature) S.Scott Vandergrift _ Date
Mayor �NPHulfc1
..Mbo��wQ
OOEE
manyurrTitle
tes_ 19.
_.._r a vARONea
sr
My Many
Agreement No.
EXHIBIT H
AMENDMENT AGREEMENT NUMBER ONE
In consideration of the mutual covenants of the Lessor and Lessee pursuant to the Municipal Lease-Purchase Agreement No.
dated (the"Lease")between Commercial&Municipal Capital,LLC("Lessor")and City of Ocoee,Florida
("Lessee"),such Agreement is modified as follows:
Lessee certifies that it reasonably anticipates that it and all of its subordinate entities will not issue more than$10,000,000 of
"qualified tax-exempt obligations"(as that term is defined in Section 265(b)(3XB)of the Internal Revenue Code of 1986("the Code"))
during the calendar year 19 Q 5(the year in which the Lease is executed).
Further,lessee hereby designates its obligations under the Lease as a"qualified tax-exempt obligation"in accordance with Section
265(bX3XB)of the Code so that it is eligible for the exception contained in Section 265(bX3)of the Code and further certifies for the
purpose of the overall limitation of Section 265(b)(3)(D)of the Code that it and its subordinate entities have not as of this date issued
more than$10,000,000 of obligations which it has designated for these purposes.
All terms contained herein not otherwise defined shall have the same meaning as such terms are used and defined in the Lease.
Attached hereto is a completed Internal Revenue Service Form 8038-G,Information Return for Tax-Exempt Governmental Bond
Issues,completed on behalf of the Lessee.
IN WITNESS WHEREOF,the Lessee has caused this Agreement to be executed by its duly authorized officer on this the_day
of , 19 .
LESSEE: City of Ocoee,Florida
By:
Printed Name:5.Scott Vandergrift.Mayor
(SEAL)
ATTEST:
PON UNMOISMlO4111111 fl
SY1MIC11YCiCXIIII
A ricama AwINNIIIIIIMP
•
Printed Name:Jean Grafton.City Clerk
Agreement No.
INSURANCE COVERAGE REQUIREMENT
TO:Commercial&Municipal Capital,LLC
201 E.Kennedy Boulevard,Suite 712
Tampa,Florida 33602
FR:City of Ocoee,Florida
150 North Lakeshore Drive
Ocoee,Florida 34761
RE:INSURANCE COVERAGE REQUIREMENTS(Check one)
❑ 1. In accordance with Section 8.03 of the Agreement,we have instructed the insurance agent named below(please fill in name,
address and telephone number)
NAME:
ADDRESS:
TELEPHONE: to issue:
a. All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and Long Form
Loss Payable Clause naming"Commercial&Municipal Capital,LLC"as Loss Payee.
Coverage Required: Full Replacement Value
b. Public Liability Insurance evidenced by a Certificate of Insurance naming Commercial&Municipal Capital,LLC'as
an Additional Insured.
Minimum Coverage Required:
S500,000.00 per person
$500,000.00 aggregate bodily injury liability
$100,000.00 property damage liability
❑ 2. Pursuant to Section 8.03 of the Agreement,we are self-insured for all risk,physical damage,and public liability and will
provide proof of such self-insurance in letter form together with a copy of the statute authorizing this form of
insurance.
i
0 3. Proof of insurance coverage will be provided to Commercial&Municipal Capital,LLC prior to the time that the equipment is
delivered to us.
By: FOR USE AND RELIANCE ONLY
8Y THE CITY O=OCOEE,
S.Scott Vandergrift APPROVED AS TO FORM AND LEGAUTY
Ihp dayof iG
Title:Mayor FOLEY&LARDNER
B
Dated: City Attorney
UNIrUMM t,.UMMttiCIAL CUUt — rNNANGINIi JIAItMtNi — t'U1iM ULA.;-1 REV. 1981 •
THIS FINANCING STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code:
DEBTOR(Last Name First II a Person) THIS SPACE FOR USE OF FILING OFFICER
NAME City Of Ocoee, Florida Date,Time,Number&Filing Office `
1A
MAILING ADDRESS 150 N. Lakeshore Drive
CITY Ocoee STATE FL 34761
m MULTIPLE DEBTOR (IF ANY) (Last Name First if a Person)
w NAME
a.
la 1B
z• MAILING ADDRESS
O
CITY STATE
z
O MULTIPLE DEBTOR (IF ANY) (Last Name First if a Person)
NAME -_
1C
MAILING ADDRESS
•
CITY STATE iF
SECURED PARTY(Last Name First If a Person)
NAMECommercial & Municipal Capital,
2A LLC -
MAILING ADDRESS 201 E. Kennedy. Blvd.
Suite 712
CITY Tampa STATE FL 33 602:
MULTIPLE SECURED PARTY (IF ANY) (Last Name First if a Person)
NAME
28
MAILING ADDRESS AUDIT • UPDATE
• CITY • • STATE
ASSIGNEE OF SECURED PARTY (IF ANY) (Last Name First if a Person) VALIDATION INFORMATION
NAME
3
MAILING ADDRESS
CITY STATE
4. This FINANCING STATEMENT covers the following types or items of property(include description of real property on which located
and owner of record when required).If more space is required,attach additional sheets 81-x 11-.
(1) Kayser X-4 Mobile Excavator w
* SN: W
cc
. For informational purposes only. This Financing Statement o
does not create a security interest. cn
rn
5. Proceeds of collateral are covered as provided In Sections 679.203 and 679.306,F.S. 7. No.of additional Sheets presented: cc
"r
6. Filed with: .
8. (Check ❑)0 All documentary stamp taxes due and payable or to become due and payable pursuant to Section 201.22,F.S.,have been paid.
/ 0 Florida Documentary Stamp Tax is not required. W'
2
9. This statement is filed without the debtor's signature to perfect a security interest in collateral (Check 0 if so) 10. (Check 0 if so)
❑already subject to a security interest in another jurisdiction-when it was brought into this state or debtor's 0 Debtor is a transmitting utility
location changed to this state.
0 Products of collateral are covered
❑ which Is proceeds of the original collateral described above in which a security interest was perfected.
0 as to which the filing has lapsed.
11. SIGNATURE(S)OF DEBTOR(S)
❑acquired after a change of name,identity,or corporate structure of the
0 debtor or 0 secured party.
13. Return copy to: Brad Meyers
NAME S. Scott Vandergrift, Mayor
Brad Meyers 12. SIGNATURE(S)OFSECURED
ADDRESS Commercial & Municipal Capital , LLC PARTY(IES)OR ASSIGNEE
201 E. Kennedy Blvd. , Suite 712 •
CITY Tampa
STATE Florida ZIP CODE 33602
STANDARD FORM — FORM UCC-1 Approved by Secretary of State,State of Florida
FILING OFFICER COPY
.
380 6-93 3497
Form 8038-G Information Return for Tax-Exempt Governmental Obligations
► Under Internal Revenue Code section 140(e) OMB No.1545-0720
(Rev.May 1993) P. See separate Instructions.
DeaertmentdtMTreeewy (Use Form 8038-GC if the issue pnce is under$100.000.)
Vaginal Revenue Sento
Part I Reporting Authority If Amended Return,check here P. 0
1 Issuer's name 2 Issuer's employer identification number
City of Ocoee, Florida •
3 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 4 Report number
150 N. Lakeshore Drive G19 -
5 City,town,state,and ZIP code 8 Date of issue
Ocoee, . Florida 34761
7 Name of Issue 8 CUSIP Number
Lease Purchase Excavator
Part II T g•a of Issue check a• •Iicable box es and enter the issue •rice
Issue pries
9 0 Education(attach schedule-see instructions) $
10 0 Health and hospital (attach schedule-see instructions)
11 0 Transportation
12 0 Public safety
13 0 Environment(including sewage bonds)
14 0 Housing
15 0 Utilities ,
16 0 Other. Describe(see Instructions) P.
17 If obligations are tax or other revenue anticipation bonds,check box ► 0 r
/j/ j'
18 If obligations are in the form of a lease or installment sale,check box IP ❑
Part III Description of Obligations
(a) (b) (c) (dl (e)
WeiM (9)
Stated redemption
Weighted Net interest
Maturity date Interest rale Issue PaceYieldpnce at maturity average maturity cost
19 Final maturity. NA NA % NA NA nil'. l/�f 4
20 Entire issue . r/Q %//% // 184, 340 . _ NA 5 years 5. 794% %
• Part IV Uses of Original Proceeds of Bond Issue (including underwriters' discount)
21 Proceeds used for accrued interest 21
22 Issue price of entire issue(enter amount from line 20, column (c)) 22
23 Proceeds used for bond issuance costs(including underwriters'discount) 23
24 Proceeds used for credit enhancement 24
' 25 Proceeds allocated to reasonably required reserve or replacement fund , , 25
26 Proceeds used to refund prior issues 26 A
27 Total(add lines 23 through 26) 27
28 Nonrefundino proceeds of the issue(subtract line 27 from line 22 and enter amount here). , 28
Part V Description of Refunded Bonds (complete this part only for refunding bonds)
29 Enter the remaining weighted average maturity of the bonds to be refunded P. years
30 Enter the last date on which the refunded bonds will be called ►
31 Enter the date(s)the refunded bonds were issued ►
Part VI Miscellaneous
32 Enter the amount of the state volume cap allocated to the issue P.
33 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(B)(i)(III) (small issuer
exception) P.
•
34 Pooled financings:
a Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units P.
b If this issue is a loan made from the-proceeds of another tax-exempt issue, check box ► 0 and enter the name of the
issuer ► and the date of the issue ►
35 If the issuer has elected to pay a penalty in lieu of rebate,check box ► 0
Under penalties of perjury.I declare that I have examined tnia return and accompanying schedules and statements.and to the best of my knowledge
and belief,they are true,correct,and complete.
Please Mayor,
Sign ' S. Scott Vandergrift
Here , Signature of officer Date Type or pnnt name and title
For Paperwork Reduction Act Notice,see page 1 of the Instructions. Cat No.63773$ Form 8038-G (Rev.5-93)
(The next page is 3497-3.1
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