HomeMy WebLinkAboutIII (C) Approval and Authorization for Mayor and City Clerk to execute Lease Purchase Agreement for Lodall EVO-T-25 Sideloader Truck Agenda 10-21-97
Item III C
"CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" MAYOR•COMMISSIONER
S.SCOTT VANDERGRIFT
Ocoee COMMISSIONERS
o� CITY OF OCOEE DANNYHOWELL
.,„ • p
y r • a 150 N.LAKESHORE DRIVE SCOTT ANDERSON
SCOTT A.GLASS
v�� v D OCOEE,FLORIDA 34761-2258 NANCY J.PARKER
(407)656-2322
'yJ r' 41 CITY MANAGER
4
4 OF G 00v ELLIS SHAPIRO
MEMORANDUM
TO: The Honorable Mayor and Board of City Commissioners
FROM: Wanda Horton, Finance Director 91/C0
DATE: October 15, 1997
RE: LEASE PURCHASE OF LODAL EVO-T-25 SIDELOADER TRUCK
The budget for fiscal year 1997/1998 contains funds for the lease purchase of a garbage truck.
The Solid Waste department has requested a 1997 Lodal EVO-T-25 Sideloader garbage truck be
obtained as outlined in the accompanying memorandum from Robert Smith, Public Works
Director. The purchase price is $131,500.00. Since Container Systems and Equipment
Company, Inc. currently are the sole source suppliers for Lodals in the state of Florida (as
evidenced by City of Titusville's Bid# 96-C-047 and City of Sarasota's Bid # 97-17) we propose
to piggyback on the City of Sarasota's bid since the competitive bid process was followed.
Funding quotes were obtained from Commercial & Municipal Capital, LLC and SunTrust Bank,
NA. Riverside National Bank of Florida declined to quote since their governmental lending
officer position is vacant at this time. The lease purchase plan was found to be most cost saving
through SunTrust Bank, NA. With a term of 5 years and an interest rate of 5.9557%, quarterly
lease payments are $7,538.71.
The attached documents have been reviewed by the City Attorney and establish a Master Lease
Agreement with SunTrust similar to what we currently have with Riverside National Bank of
Florida, Inc. These documents will not only expedite obtaining the Lodal but will provide
another alternative for financing future items expeditiously.
Action Requested
Staff respectfully requests that the Honorable Mayor and Board of City Commissioners (1)
approve the lease purchase of a 1997 Lodal EVO-T- 25 Sideloader truck at a cost of$131,500.00
from Container Systems and Equipment Company to be financed through SunTrust Bank, NA.
and (2) authorize the Mayor and City Clerk to execute all the necessary documents.
L
vJ
"CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" MAYOR•COMMISSIONER
S.SCOTT VANDERGRIFT
OYOCOee COMMISSIONERS
CITY OF OCOEE DANNY HOWELL
diri'))
SCOTT ANDERSON
t 150 N.LAKESHORE DRIVE
OCOEE,FLORIDA 34761-2258 SCOTTA.GLASS
NANCY J.PARKER
(407)656-2322
CITY MANAGER
O ELLIS SHAPIRO
STAFF REPORT
TO: The Honorable Mayor and Board of City Commissioners
FROM: Robert Smith, Public Works Director RW$'
DATE: October 16, 1997
RE: Sole Source Procurement of a Lodal Refuse Collection Truck
ISSUE:
Whether to develop specifications for solicitations of bids for a 25 yard, side-
loading refuse collection vehicle, or to conduct a sole source procurement of a
Lodal truck.
BACKGROUND:
The Solid Waste Division of Public Works consists of five (5) Lodal side-loading
20 yard refuse collections trucks. Lodal was selected as the best truck for our
applications and is our choice for the continued expansion of our collection fleet.
RECOMMENDATION:
Staff respectfully recommends the sole source procurement of a 25 yard side-
loading Lodal refuse collection vehicle. A change of vehicle type would require
additional cross training of crews, parts inventory, P.M. requirements, may not be
compatible with cart tipping devices or carts, additional supply vendor, and our
fleet would not be uniform. Keeping our fleet uniform will enable this department
to continue a high level of service to the community.
RS:jh
attachment
MASTER LEASE-PURCHASE AGREEMENT
THIS MASTER LEASE-PURCHASE AGREEMENT,dated as of October 27, 1997(together
with all supplements,exhibits and schedules hereto hereinafter referred to as the"Lease"),between SunTrust
Bank, Central Florida,National Association (hereinafter called,together with any successors and assigns
"Lessor")and the City of Ocoee,(hereinafter called"Lessee").
WITNESSETH:
Section 1. REPRESENTATIONS AND WARRANTIES OF LESSEE.
Lessee hereby represents and warrants to Lessor that on the date hereof and at all times during the Term(as
defined in Section 3 below)hereof
(a) Lessee is.a political subdivision,municipal corporation or public body corporate and politic of the State
of Florida(the"State"),duly organized and existing under the Constitution and laws of the State.
(b) Lessee is authorized under the Constitution and laws of the State to enter into this Lease and the
transactions contemplated hereby,and to perform all_of its obligations thereunder.
(c) Lessee has duly authorized and approved the execution and delivery of this Lease and all other
documents related to the transactions contemplated hereby,and this Lease constitutes a legal,valid and
binding obligation of the Lessee,enforceable against the Lessee in accordance with the terms hereof
except as limited by applicable bankruptcy laws or other laws affecting the enforcement of creditors'
rights generally.
(d) Each officer or representative of Lessee executing this Lease has been duly authorized to execute and
deliver this Lease and related documents under the terms and provisions of a resolution of Lessee's
governing body,or by other appropriate official action.
(e) Lessee has complied with all open meeting laws,all public bidding laws and all other State and Federal
laws applicable to this Lease and has obtained all approvals necessary for the execution,delivery and
perfonnance of this Lease and the transactions contemplated:hereby.
(f) Neither the execution and delivery hereof,nor the fulfillment of, or compliance with,the terms and
conditions hereof,nor the consummation of the transaction contemplated hereby,will conflict with,
constitute a breach of,or default under,the Constitution and laws of the State,or the rules of procedure
of the Lessee or any indenture,agreement or other instrument to which the Lessee is a party or by which
it is bound,or any constitutional or statutory provision,or order,rule regulation,decree or ordinance of
any court, government or governmental body to which the Lessee or any of its other properties are
subject.
(g) There is no action,suit,proceeding,inquiry or investigation,at law or in equity,before or by any court,
regulatory agency,public board or body pending or,to the best of the Lessee's knowledge,threatened
against the Lessee, wherein an unfavorable ruling or filing would adversely affect the validity or
enforceability of this Lease or any other instrument contemplated for use in consummating the
transactions contemplated hereby,or the exclusion of the portion of the Rent Payments(as defined in
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Section 3 below)representing interest from gross income for purposes of federal income taxation,or
would materially and adversely affect any of the transactions contemplated by this Lease.
(h) The Equipment(as defined in Section 2 hereof)at all times will be used by the Lessee for the purpose
of performing a public function and the acquisition of the Equipment by the Lessee shall be necessary,
useful or appropriate to one or more governmental purposes of the Lessee.
Section 2. LEASING.
(a) Subject to the terms and conditions set forth below,Lessor agrees to lease to Lessee,and Lessee agrees
to lease from Lessor,the Equipment described in the Description of Equipment delivered from time to
time as described below,including all repairs,replacements,substitutions and modifications to the same
(the"Equipment").
(b) The Lessor may from time to time,at the request of Lessee,provide funds to acquire Equipment from
the manufacturer or supplier thereof("Supplier")for lease hereunder. The obligation of Lessor to lease
Equipment hereunder shall be subject to the representations and warranties of Lessee contained herein
being true and accurate throughout the term hereof and further conditioned on receipt by Lessor of each
of the following documents in form and substance satisfactory to Lessor:
(i) a Description of Equipment describing such Equipment executed by Lessor and Lessee(the
"Description of Equipment");
(ii) an Amortization Schedule setting forth the Rent payable with respect to such Equipment(the
"Amortization Schedule");
(iii) a Schedule of Terms setting forth additional terms applicable to the lease of such Equipment
executed by Lessor and Lessee(the"Schedule of Terms");
(iv) copies of insurance policies or, at Lessor's option, such other evidence of insurance which
complies with the requirements of Section 11;
(v) bills of sale,titles or other appropriate evidence of ownership or invoices for amounts due;
(vi) an opinion of counsel for Lessee;
(vii) a copy of Internal Revenue Service Form 8038,8038-G or 8038-GC(as applicable)completed
and executed by Lessee;
(viii) an Officers'Certificate of Lessee;
(ix) a duly adopted resolution or evidence of other appropriate approving action of Lessee
approving the acquisition of such equipment;
(x) executed and completed Form 2003/2004,as applicable,of the Division of Bond Finance of
the State of Florida;
(xi) a Certificate of Acceptance;and
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(xii) such other documents as Lessor may reasonably request.
All references herein to the Description of Equipment,Amortization Schedule or the Schedule of Terms for
Equipment is a reference to such schedule as was executed in connection with the lease of such item of
Equipment.
(c) Lessor hereby appoints Lessee its agent for purchase,inspection and acceptance of the Equipment from
the manufacturer or supplier. Subject to the above-stated conditions,upon execution by Lessee of a
Certificate of Acceptance in the form provided by Lessor,the Equipment described thereon shall be
deemed to have been delivered to,and irrevocably accepted by,Lessee for lease hereunder.
Section 3. TERM,RENT AND PAYMENT.
(a) The rent ("Rent") payable hereunder with respect to all Equipment set forth in a Description of
Equipment shall commence on the date set forth in the corresponding Schedule of Terms (the
"Commencement Date"). The term ("Term") of this Lease with respect to such Equipment shall
commence on the Commencement Date and shall terminate upon the occurrence of the first of the
following events:
1. the exercise by Lessee of its option to purchase Lessor's interest in such Equipment pursuant to
Section 18 hereof;
2. the payment by Lessee of all Rent and other amounts required to be paid by Lessee hereunder with
respect to such Equipment;
3. upon the occurrence of an Event of Nonappropriation(as that term is defined in subparagraph(c)
hereof)with respect to any Equipment,the last day of the Budgetary Period set forth in the Schedule
of Terms for which an appropriation has been made, subject to Lessor's election to not terminate
this Lease with respect to Equipment for which an appropriation has been made;
4. an Event of Default by Lessee,and Lessor's election to terminate this Lease pursuant to Section 21
hereof;or
5. payment of all monies owed pursuant to a Casualty Occurrence with respect to such Equipment
under Section 10 hereof.
(b) Rent shall be paid to Lessor at its address noted in the Schedule of Terms,except as otherwise directed
by Lessor. Payments of Rent shall be in the amount, payable at such intervals and shall be due in
accordance with the provisions of the Amortization Schedule and Schedule of Terms (Each payment of
Rent is hereinafter referred to as a"Rent Payment"). Lessor may change the location to which the Rent
Payments are to be paid by noting such change on any invoice to Lessee or by sending Lessee notice in
writing of such change. A portion of each Rent Payment is paid as,and represents,interest as reflected
on the Amortization Schedule.
The obligation of the Lessee to pay the amounts required herein shall constitute a current expense of the
Lessee and shall not in any way be construed to be a-debt of the Lessee in contravention of any
applicable constitutional, statutory or charter limitations or requirements concerning the creation of
indebtedness of the Lessee. THE PAYMENTS DUE UNDER THIS LEASE ARE TO BE MADE
ONLY FROM THE LESSEE'S LEGALLY APPROPRIATED FUNDS ON AN ANNUAL BASIS,
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AND NEITHER THE LESSEE,THE STATE OF FLORIDA,NOR ANY POLITICAL SUBDIVISION
OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY ANY SUMS DUE HEREUNDER
FROM THE COMPELLED LEVY OF AD VALOREM OR OTHER TAXES EXCEPT FROM
THOSE FUNDS LEGALLY APPROPRIATED BY THE LESSEE ON AN ANNUAL BASIS,AND
NEITHER THE,FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE LESSEE,THE
STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF ARE
PLEDGED FOR PAYMENT OF SUCH SUMS DUE UNDER THIS LEASE. This Lease and the
indebtedness evidenced hereby shall not constitute a lien upon the Equipment, or any part
thereof,or on any other property owned by or within the jurisdictional limits of Lessee.
(c) Lessee shall have the right to terminate its obligation to make Rent Payments with respect to-any
Equipment at the end of any Budgetary Period(as that term is defined in the Schedule of Terms,in the
manner and subject to the terms of this subsection(c),if Lessee's governing body does not appropriate
money sufficient to pay the Rent Payments and reasonable estimated expenses hereunder coming due
for the next Budgetary Period with respect to such Equipment(such termination hereinafter an"Event
of Nonappropriation"). Upon the occurrence of an Event of Nonappropriation, Lessee shall not be
responsible for the payment of any Rent Payments with respect to such Equipment coming due during
any subsequent Budgetary Period. Upon the occurrence of an Event of Nonappropriation as provided
in this subsection,this Lease shall terminate and Lessee covenants to surrender and deliver possession
of the Equipment to Lessor in accordance with the provisions of Section 12. Provided,however,that
Lessor may elect to continue to lease hereunder any Equipment for which an appropriation has been
made.
Section 4. TAXES.
Lessee shall report and pay promptly from legally available revenues all taxes, fees and assessments due,
imposed,assessed or levied against the Equipment(or the purchase,ownership,delivery,leasing,possession,use
or operation thereof),this Lease(or any rentals or receipts hereunder),or Lessor or Lessee in connection with-this
Lease,by any foreign,federal,.state or local government or taxing authority including,without limitation, all
license and registration fees,and-all sales,-use,personal property;excise,.gross receipts,franchise,stamp or other
taxes,imposts,duties and charges,together with any penalties,fines or interest thereon(all hereinafter called
"Taxes"). Lessee shall reimburse Lessor upon receipt of written request for reimbursement for any Taxes charged
to or assessed against Lessor,and on request of Lessor,submit to Lessor written evidence of Lessee's payment
of Taxes. Lessee shall have no liability for taxes imposed by the United States of America or any State or
political subdivision thereof which are on ormeasured by the net income of Lessor.
Section 5. FINANCIAL INFORMATION;REPORTS.
Lessee will provide Lessor with(i)audited fmancial statements.(including,without limitation,a balance sheet,
a statement of revenues,expenditures and change in fund balance)within 210 days after the end of each Budget
Year, (ii) a copy of its annual budget within 45 days after approval by Lessee, and (iii) such other fmancial
information as requested in writing by Lessor. Lessee will also provide Lessor with the following in writing
within the time periods specified:(a)notice of tax or other lien which attaches to Equipment within ten(10)days
of Lessee's obtaining knowledge of such attachment and such additional information with respect to the tax or
lien promptly upon request of Lessor;(b)notice to Lessor of any change in location of the Equipment outside
of the jurisdictional limits of Lessee, ten-(10) days prior to any such relocation; (c) copies of the insurance
policies or other evidence of insurance required by the terms hereof,promptly upon request by Lessor; (d)copies
of all information,logs,documents and records regarding or in respect to Equipment and its use,maintenance
and/or condition,within ten(10)days of such request;(e)a certificate of the authorized officer of Lessee stating
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that he has reviewed the activities of Lessee and that,to the best of his knowledge,there exists no default(as
described in Section 20)or event which with notice or lapse of time(or both)would become such a default;(f)
copies of any manufacturer's warranties, promptly upon request; (g) evidence of Lessee's compliance with
maintenance provisions of Section 8 hereof upon request of Lessor;(h)notice of any anticipated occurrence of
an Event of Nonappropriation,if practical,thirty(30)days prior to such occurrence;(i)notice of an occurrence
of an Event of Nonappropriation within five (5) days of such occurrence; (j)proof of appropriation for the
ensuing Budgetary Period in a form acceptable to Lessor upon request;and(k)any other documents or reports
required by any addenda hereto or reasonably requested by Lessor.
Section 6. TITLE AND QUIET ENJOYMENT.
(a) Legal title to the Equipment shall,for the convenience of both parties,be titled in the Lessee. Lessee
covenants to promptly return the Equipment to Lessor as provided in Section 12 upon the occurrence
of an Event of Nonappropriation,or upon the occurrence of an Event of Default and Lessor's election
to terminate this Lease pursuant to Section 21 hereof. Title to the Equipment shall vest absolutely with
Lessee upon payment of all Rent due hereunder.
(b) So long as Lessee is not in default under this Lease,Lessor covenants and agrees that it will not interfere
with Lessee's quiet enjoyment of the Equipment subject to,and in accordance with,the provisions hereof.
Section 7. DELIVERY,REGISTRATION,USE AND OPERATION.
(a) The Equipment shall.be delivered directly from the Supplier to Lessee.
(b) Lessee,at its own cost and expense,shall cause title of the Equipment to be placed in the name of Lessee
by appropriate documentation.
(c) The possession,use and operation of the Equipment shall be at the sole risk and expense of Lessee.
Lessee agrees that the Equipment will be used and operated in compliance with any and all statutes,laws,
ordinances,regulations and standards or directives issued by any governmental agency applicable to the
use or operation thereof,in compliance with any license or registration relating to the Equipment issued
by any agency and in a manner that does not modify or impair any existing warranties on the Equipment
or any part thereof. Lessee will operate the Equipment solely for governmental use.
Section 8. MAINTENANCE.
(a) Lessee agrees that the Equipment will be maintained in compliance with any and all statutes, laws,
ordinances,regulations and standards or directives issued by any governmental agency applicable to the
maintenance thereof, and in a manner that does not modify or impair any existing warranties on the
Equipment or any part thereof.
(b) Lessee shall maintain,inspect,service,repair,overhaul and test the Equipment in accordance with(i)
all maintenance manuals initially furnished with the Equipment,including any subsequent amendments
or supplements to such manuals issued by the manufacturer from time to time,and(ii)all recommended
"Service Bulletins"issued,supplied,or available by or through the manufacturer and/or the manufacturer
of any part with respect to the Equipment. Lessee shall maintain all records,logs and other materials
required by the manufacturer thereof for enforcement of any warranties. All maintenance procedures
required hereby shall be undertaken and completed in accordance with the manufacturer's recommended
procedures, and by properly trained, licensed, and certificated maintenance sources and maintenance
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personnel, so as to keep the Equipment in as good operating condition as when delivered to Lessee
hereunder,ordinary wear and tear excepted.
(c) Lessee agrees to notify Lessor in writing thirty(30)days prior to making any material change in the
configuration,appearance and coloring of the Equipment from that in effect at the time the Equipment
is accepted by Lessee hereunder, and in the event of such change or modification of configuration,
coloring or appearance,to restore,upon request of Lessor,the Equipment to the configuration,coloring
or appearance in effect on the Commencement Date or,at Lessor's option,to pay to Lessor an amount
equal to the reasonable cost of such restoration.
(d) Lessee shall be entitled from time to time during the Term of this Lease to acquire and install on the
Equipment at Lessee's expense, any additional accessory, devise or equipment as Lessee may desire
(each such accessory,devise or equipment,an"Addition"),but only so long as such Addition does not
alter or impair the originally intended function or use of the Equipment,and can be readily removed by
Lessee prior to the return of the Equipment. Lessee shall repair all damage to the Equipment resulting
from the installation or removal of any Addition so as to restore the Equipment to its condition prior to
installation,ordinary wear and tear excepted.
(e) Any alteration or modification(each an"Alteration")with respect to the Equipment that may at any time
during the Term of this Lease be required to comply with any applicable law or any governmental rule
or regulation shall be made at the expense of Lessee. Any repair made by Lessee of or upon the
Equipment or replacement parts installed thereon in the course of repairing or maintaining the
Equipment,or any Alteration required by law or any governmental rule or regulation,shall be deemed
an accession and shall become a part of the Equipment
(f) Except as permitted under this Section 8,Lessee will not modify the Equipment or affix or remove any
accessory to the Equipment leased hereunder without Lessor's consent.
Section 9. LIENS,SUBLEASE AND ASSIGNMENT.
(a) Lessee shall not sell,transfer,assign or encumber the Equipment or Lessor's rights under this Lease and
shall not sublet or part with possession of the Equipment or any part thereof. Lessee shall keep the
Equipment and any part thereof free and clear of all liens and encumbrances other than those which
result from(i)the respective rights of Lessor and Lessee as herein provided; (ii)liens arising from the
acts of Lessor;(iii)liens for taxes not yet due;and(iv)inchoate materialmen's,mechanics',workmen's,
repairmen's,employees'or other like liens arising in the ordinary course of business of Lessee for sums
not yet delinquent or being contested in good faith(and for the payment of which adequate assurances
in Lessor's judgment have been provided Lessor).
(b) All of Lessor's right,title and/or interest in and to this Lease,the Rent Payments and other amounts due
hereunder and.the Equipment may be assigned and reassigned in whole or in part to one or more
assignees or subassignees at any time,without the consent of Lessee. No such assignment shall be
effective as against Lessee unless and until the Lessor or assignor,as the case may be,shall have filed
with Lessee a copy or written notice thereof identifying the assignee. All Rent Payments due hereunder
shall be paid to Lessor at the address set forth herein or at the direction of Lessor or assignee designated
in the most recent notice of assignment filed with Lessee, such other address as Lessor or assignee
directs. Upon such assignment,Lessee shall provide notice thereof to all insurers and shall cause the
insurance policies as required by Section 11 hereof to be modified to protect the assignees.
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(c) This Lease shall inure to the benefit of and shall be binding upon the Lessor and the Lessee and their
respective successors and permitted assigns.
Section 10. LOSS,DAMAGE AND STIPULATED LOSS VALUE.
Lessee hereby assumes and shall bear the entire risk of any loss,theft,confiscation,expropriation,requisition,
damage to, or destruction of, the Equipment, or any part thereof from-any_cause whatsoever.. Lessee shall
promptly and fully notify Lessor in writing if Equipment shall beor become worn out,lost,stolen,confiscated,
expropriated,requisitioned,destroyed,irreparably damaged or permanently rendered unfit for use from any cause
whatsoever(such occurrences being hereinafter called"Casualty Occurrences"). In the event that,in the opinion
of Lessor, a Casualty Occurrence has occurred which affects only a portion of an item of the Equipment,then
Lessee,at its own cost and expense,shall replace such portion with a replacement part acceptable to Lessor. In
the event that,in the opinion of Lessor,a Casualty Occurrence has occurred in respect to an item of Equipment
in its entirety,on the Rent Payment date next succeeding a Casualty Occurrence(the"Payment Date"),Lessee
shall pay Lessor the sum of(i)an amount equal to the portion of the Prepayment Price applicable to the affected
Equipment for the time period of the Casualty Occurrence;and(ii)all Rent Payments and other amounts which
are due or accrued hereunder as of the Payment Date. Upon payment of all sums due hereunder,the Term of this
Lease as to the item of Equipment shall terminate, and Lessee shall be entitled to retain possession of such
Equipment.
Section 11. INSURANCE.
Lessee agrees to keep the Equipment insured,at its own expense, with such companies and on such teens
acceptable to Lessor,in the manner and amounts set forth in the Schedule of Terms and as provided herein. The
insurance shall(i)name Lessor as additional insured and have a loss payable clause in favor of Lessor,as its
interest may appear,irrespective of any breach of warranty or other act or omission of Lessee;(ii)not be subject
to any co-insurance clause;and(iii)provide that it may not be altered or canceled by the insurer until after thirty
(30)days written notice to Lessor. Any expense of Lessor in adjusting or collection insurance shall be borne by
Lessee._Lessee shall not make adjustments with insurers except(a)with respect to claims from damage to an item
of Equipment where the repair costs do not exceed ten percent(10%)of such unit's fair market value,or(b)with
Lessor's written consent. Lessor may,at its option,apply proceeds of insurance,in whole or in part,to repair or
replace the damaged or lost item of Equipment or any portion thereof,or to satisfy any obligation of Lessee to
Lessor hereunder. In addition to property and liability insurance referenced above, if required by State law,
Lessee shall cany workmen's compensation insurance covering all employees on,in,near or about the Equipment,
and upon request shall furnish to Lessor certificates evidencing such coverage. Upon prior written consent of
Lessor,Lessee may self-insure for some or all of the above-referenced public liability,property,and casualty
damage risks.
If Lessee is covered under a program of self-insurance,Lessee shall provide Lessor with a letter from its insuring
authority certifying to the existence.of a continuing self-insurance program which meets the requirements of
applicable law. In such event,Lessee shall provide a minimum of ten(10)days written notice to Lessor of any
material change or cancellation of said self-insurance program. In the event that such self-insurance program is
unavailable or terminated,Lessee agrees to procure and maintain with a carrier authorized to do business in
Florida and acceptable to Lessor,which acceptance shall not be unreasonably withheld,all insurance required
hereby,including fire,theft,and extended coverage insurance on the Equipment,insuring the full insurable value
against risk of loss or damage and providing for a minimum of ten(10)days written notice of material change
or cancellation to Lessor. Lessee shall provide Lessor with copies of certificates of the insurance carrier or
carriers evidencing such insurance coverage.
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Section 12. RETURN OF EQUIPMENT.
(a) Upon termination of this Lease due to an Event of Nonappropriation,or due to an Event of Default and
Lessor's election to terminate this Lease(subject to Lessor's election to continue this Lease with respect
to Equipment for which no Event of Nonappropriation has occurred), Lessee covenants to promptly
return all Equipment leased hereunder to Lessor together with all logs, manuals and data, including
without limitation,inspection,modification and overhaul records required to be maintained with respect hereto under this Lease or under the manufacturer's recommended maintenance program. Upon return
of the Equipment, Lessee shall, upon request, assign to Lessor its rights under any manufacturer's
maintenance service contract or extended warranty for the returned Equipment or any or part thereof.
All expenses for return of such Equipment and delivery of the aforementioned logs,manuals and data
shall be borne by Lessee. The Equipment shall be returned in the condition in which the Equipment is
required to be maintained pursuant to Section 8 hereof,but with all logos or other identifying marks of
Lessee removed.
(b) Upon return of the Equipment,Lessor shall arrange for the inspection of same within thirty(30)days
of return to determine if such Equipment has been maintained and returned in accordance with the
provisions hereof. Lessee shall be responsible for the cost of such inspection and shall pay Lessor such
amount as additional Rent within ten(10)days of demand for same. In the event that the results of such
inspection indicate that such Equipment,or any part thereof,has not been maintained or returned in
accordance with the provisions hereof,Lessee shall pay to Lessor within ten(10) days of demand,as
liquidated damages,the estimated cost("Estimated Cost")of servicing or repairing such Equipment,or
part. The Estimated Cost shall be determined by Lessor by obtaining two quotes for such service or
repair work and taking the average of same. Lessee shall bear the cost,if any,incurred by Lessor in
obtaining such quotes.
•
(c) In the event of return of Equipment to Lessor pursuant to(a)above,Lessor shall use its best efforts to
sell all or part of the Equipment upon such terms as Lessor in its reasonable judgment deems prudent.
Lessor shall apply the net proceeds of such sale in the following manner: (i)firstly,to reimburse Lessor
for all costs associated with the removing,holding,repairing and selling of Equipment;(ii)secondly,to
reimburse Lessor for Lessee's remaining obligations under the Lease including,but not limited to,the
applicable Prepayment Price; and (iii) lastly, any amounts remaining thereafter shall be remitted to
Lessee.
(d) All of Lessor's rights contained in this Section shall survive the expiration or other termination of this
Lease.
Section 13. INTEREST RATE SUBJECT TO ADJUSTMENT.
In setting the interest rate used in calculating the interest component of the Rent Payments set forth in the
Amortization Schedule(s),the Lessor has taken into consideration: (a)the current Maximum Corporate Income
Tax Rate,as established in Section 11 of the Internal Revenue Code of 1986,as amended(the"Code"),(b)the
treatment of this Lease either as a"qualified tax-exempt obligation"or a"non-qualified tax-exempt obligation,"
as the case may be,under Section 265 of the Code, and(c)other factors which affect tax yield to the Lessor.
Should there be future changes in the Code or related regulations which affect the after-tax yield of Lessor,the
Lessor may adjust the interest rate in order to maintain the same after-tax yield as in effect on the date hereof.
As utilized in this Section,the term"Determination of Taxability" shall mean any determination, decision or
decree by the Commissioner of Internal Revenue or any District Director of Internal Revenue,as such officers
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are identified by the Code,or any court of competent jurisdiction,or an opinion of counsel experienced in tax
matters that the interest component payable under this Lease is includable in the gross income (as defined in
Section 61 of the Code) of the Lessor as a result of the occurrence of a Taxable Event (herein defined). A
Determination of Taxability shall be deemed to have occurred on the first to occur of the following:
(a) on that date when the Lessee files any statement,supplemental statement or other tax schedule,return
or document which discloses that a Taxable Event(hereinafter defined)shall have occurred;-
(b) on that date when the Lessee or the Lessor shall be advised by said Commissioner of Internal Revenue
or any such District Director of Internal Revenue that, based upon (i) filings of the Lessee, (ii) any
review or audit of the Lessee,or(iii)upon any ground whatsoever,a Taxable Event shall have occurred;
or
(c) on that date(i)when.the Lessee shall receive notice from the Lessor that the Internal Revenue Service
has assessed as includable in the gross income(as defined in Section 61 of the Code)of the Lessor the
interest component due to the occurrence of a Taxable Event;or(ii)when the Lessee shall be advised
by said Commissioner or any such District Director of Internal Revenue that the interest component is
includable in the gross income of the Lessor due to the occurrence of a Taxable Event;or(iii)when the
Lessee shall receive an opinion of counsel experienced in tax matters that the interest component is
includable in gross income due to the occurrence of a Taxable Event.
As utilized in this Section, the term "Taxable Event" shall mean that event which shall cause the interest
component of the Rent paid or payable under this Lease to become includable for federal income tax purposes
in the gross income of the Lessor as a consequence of any act,omission or event whatsoever,other than an act,
omission or event caused by the Lessor,and regardless of whether the same was within or beyond the control of
the Lessee. A Taxable Event shall be deemed to have occurred as of the earliest date on which it is alleged that
interest became so includable.
If a Determination of Taxability should occur,the interest portion of the Rent Payments shall be increased to the
interest rate necessary to maintain the same after-tax yield as in effect on the date hereof(the"Taxable Rate"),
and such increased rate of interest shall be payable from and after the date of the Event of Taxability("Date of
Taxability"). Provided,however,that if the Lessee shall elect to contest such allegation and such contest results
in a final order or judgment of a court or administrative body of competent jurisdiction to the effect that a Taxable
Event has not occurred and the time for any appeal of such order or judgment has expired,then no Taxable Event
shall be deemed to have occurred and interest rate adjustments theretofore paid shall be refunded by the Lessor.
Section 14. PERSONAL PROPERTY.
The Equipment shall at all times be and remain,personal property notwithstanding that the Equipment or any
part thereof may now be, or hereafter become, in any manner affixed or attached to, or embedded in,.or
permanently resting upon,real property or any building thereon,or attached in any manner to what is permanent
as by means of cement,plaster,nails,bolts,screws,or otherwise. If,notwithstanding the intention of the parties
and the provisions of this Section 14,any person acquires or claims to have acquired any rights in the Equipment
or any portion thereof by reason of such Equipment's being affixed to real property and such person seeks in any
manner to interfere with the continued quiet enjoyment of the Equipment by Lessee as contemplated by this
Lease,Lessee shall immediately notify Lessor in writing of such fact and shall seek diligently to remove the basis
for any such interference. Unless the basis for such interference is waived or removed to the satisfaction of
Lessor within thirty(30)days from the date it is asserted,Lessee,upon written request from Lessor,shall within
ten (10) days after such request pay to Lessor an amount equal to the sum of(i) an amount equal to the
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Prepayment Price applicable to the time period of the interference; and(ii)all Rent Payments and other amounts
which are due or accrued hereunder. Upon such payment the Lease of such Equipment shall terminate and all
of Lessor's title to and rights in such Equipment shall become the property of Lessee.
Section 15. NET LEASE;NO SET-OFF,ETC.
This Lease is a net lease. Subject to the provisions of Section--3 subsection(c)hereof,Lessee's obligation to pay
Rent and other amounts due hereunder shall be absolute and unconditional. Lessee shall not be entitled to any
abatement or reduction of,or set-off against,said Rent or other amounts,including,without limitation,those
arising or allegedly arising out of claims or disputes(present or future,alleged or actual,and including claims
arising out of strict tort or negligence of Lessor)of Lessee against or with the manufacturer or vendorof the
Equipment,any supplier of labor or materials in connection therewith,or any other person. Nor shall this Lease
terminate or the obligations of Lessee be affected by reason of any defect in or damage to,or loss of possession,
use or destruction of,the Equipment,from whatsoever cause or breach of warranties of the manufacturer or seller
of the Equipment. Subject to the provisions of Section 3 subsection(c),it is the intention of the parties that Rent
Payments and other amounts due hereunder shall continue to be payable in all events in the manner and at the
times set forth herein,unless the obligation to do so shall have been terminated pursuant to the express terms
hereof.
Section 16. INDEMNIFICATION.
(a) Lessee hereby agrees to the extent permitted by law to indemnify,save and keep harmless Lessor,its
agents, employees, successors and assigns from and against any and all losses, damages, penalties,
injuries,claims,actions and suits,including legal expenses,of whatsoever kind and nature,in contract
or tort,whether caused by the active or passive negligence of Lessor or otherwise,and including,but not
limited to, Lessor's strict liability in tort, arising out of(i) the selection, manufacture, purchase,
acceptance or rejection of Equipment,the ownership of Equipment during the Term of this Lease,and
the delivery, lease, possession, maintenance, use, condition, return or operation of the Equipment
(including,without limitation,latent and other defects,whether or not discoverable by Lessor or Lessee
and any claim for patent;trademark or copyright infringement),or(ii)the condition of the Equipment -
sold or disposed of after use by Lessee, any sublessee or employees of Lessee. Lessee shall,upon
request,defend any actions based on,or arising out of,any of the foregoing.
(b) All of Lessor's rights,privileges and indemnities contained in this Section shall survive the expiration
or other termination. of this Lease and the rights, privileges and indemnities contained herein are
expressly made for the benefit of,and shall be enforceable by Lessor,its successors and assigns.
Section 17. DISCLAIMER
LESSEE ACKNOWLEDGES THAT IT SHALL SELECT THE EQUIPMENT WITHOUT ANY
ASSISTANCE FROM LESSOR, ITS AGENTS OR EMPLOYEES AND THAT LESSOR LEASE THE
EQUIPMENT IN AN"AS IS"CONDITION. LESSOR DOES NOT MAKE,HAS NOT MADE,NOR SHALL
BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR REPRESENTATION, EITHER
EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE EQUIPMENT LEASED
HEREUNDER OR ANY COMPONENT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY AS TO CONDITION,DESIGN, COMPLIANCE WITH SPECIFICATIONS,QUALITY OF
MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR
OPERATION, SAFETY,PATENT,TRADEMARK OR COPYRIGHT INFRINGEMENT,OR TITLE. All
such-risks,as between Lessor and Lessee,are to be borne by Lessee. Without limiting the foregoing,Lessor shall
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have no responsibility or liability to Lessee or any other person with respect to any of the following,regardless
of any negligence of Lessor(i)any liability,loss or damage caused or alleged to be caused directly or indirectly
by the Equipment,any inadequacy thereof,any deficiency or defect(latent or otherwise)therein,or any other
circumstance in connection therewith;(ii)the use,operation or performance of the Equipment or any risks relating
thereto;(iii)any interruption of service,loss of business or anticipated profits or consequential damages;or(iv)
the delivery,operation,servicing,maintenance,repair,improvement or replacement of the Equipment. If,and
so long as,no default exists under this Lease,Lessee shall be,and hereby is,authorized during the Term to assert
and enforce,at Lessee's sole cost and expense,from time to time,in the name of and for the account of Lessor
and/or Lessee,as their interests may appear,whatever claims and rights Lessor may have against any Supplier
of the Equipment.
Section 18. PURCHASE OPTION.
(a) Provided that no Event of Default has occurred and is continuing hereunder,Lessee shall have the option
to purchase all of Lessor's right and/or interest in and to the Equipment on any Rent Payment Date(the
"Purchase Date")for the applicable Prepayment Price as set forth in the Amortization Schedule. The
sale of the Lessor's interest in and to the Equipment to Lessee shall be on a AS IS,WHERE IS basis,
without any recourse or warranty whatsoever as against Lessor.
(b) Lessee shall give notice to Lessor of its intention to exercise its option not less than sixty(60)days prior
to the Rent Payment Date on which the option is to be exercised and shall remit to Lessor on such date
an amount equal to the sum of(i)the Prepayment Price; and(ii)all Rent Payments and other amounts
due or accrued through and including the Purchase Date.
Section 19. MUTUAL COVENANT REGARDING TAX-EXEMPT STATUS.
The Lessee and the Lessor mutually covenant that neither will take any action nor omit to take any action with
respect to this Lease,the Equipment leased hereunder,or any funds of the Lessee if such action or omission(i)
would cause the interest component of the Rent to lose its exclusion from gross income for federal income tax
purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code") and applicable
regulations,or(ii)would cause such interest component of the Rent to lose its exclusion(if any)from alternative
minimum taxable income as defined in Section 55(b)(2)of the Code except to the extent such interest is required
to be included in the adjusted net book income and adjusted current earnings adjustments applicable to
corporations under Section 56 of the Code in calculating corporate alternative minimum taxable income,or(iii)
would subject the Lessee to any penalties under Section 148 of the Code. Subject to the Lessee's right to
terminate this Lease as provided herein, the foregoing covenant shall remain in full force and effect,
notwithstanding the payment in full of the Rent,until the date on which all obligations of the Lessee in fulfilling
the above covenant under the Code have been met.
Section 20. EVENTS OF DEFAULT.
The term"Event of Default",wherever used herein,shall mean any of the following events,whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary, or come about or be effected by
operation of law,or be pursuant to or in compliance with any judgment,decree or order of any court or any order,
rule or regulation or any administrative or governmental body: (a)Lessee shall fail to make any payment of Rent
when the same shall become due;or(b)Lessee shall fail to keep in full force and effect insurance required under
this Lease;or(c)Lessee shall or shall attempt to(except as expressly permitted by the provisions of this Lease)
remove,sell,transfer,encumber,part with possession of,assign or sublet the Equipment,or any part thereof,use
the Equipment for an illegal purpose,or permit the same to occur;or(d)Lessee shall breach its covenant to return
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the Equipment upon an Event of Nonappropriation,or upon an Event of Default and Lessor's election to terminate
this lease;or(e)Lessee shall fail to perform or observe any covenant,condition or agreement not included within
(a),(b),(c)or(d)above which is required to be performed or observed by it under this Lease or any agreement,
document or certificate delivered by Lessee in connection herewith,and such failure shall continue for twenty(20)
days after written notice thereof from Lessor to Lessee(or,if such default cannot be corrected within twenty(20)
days, shall have failed to initiate and diligently pursue appropriate corrective action);or(f)any representation
or warranty made by Lessee in this Lease or any agreement, document or certificate delivered by Lessee in
connection herewith or pursuant hereto shall prove to have been incorrect in any material respect when any such
representation or warranty was made or given(or, if a continuing representation or warranty, at any material
time);or(g)Lessee shall generally fail to pay its debts as they become due or shall file a voluntary petition in
bankruptcy; or(h) a petition is filed against Lessee in a proceeding under applicable bankruptcy laws or other
insolvency laws (other than any law which does not provide for or permit any readjustment or alteration of
Lessee's obligations hereunder in each case),as now or hereafter in effect, and is not withdrawn or dismissed
within ninety (90)days thereafter, or if,under the provisions of any law (other than any law which does not
provide for or permit any readjustment or alteration of Lessee's obligations hereunder in each case)providing for
reorganization or liquidation of legal entities which may apply to Lessee;or(i)any court of competent jurisdiction
shall assume jurisdiction, custody or control of Lessee or of any substantial part of its property and such
jurisdiction,custody or control shall remain in force unrelinquished,unstayed or unterminated for a period of sixty
(60)days;or(j)Lessee becomes insolvent.
Section 21. REMEDIES.
Whenever any Event of Default referred to in Section 20 hereof shall have occurred and be continuing with
respect to the Equipment,Lessor shall have the right,at its option and without any further demand or notice,and
with or without terminating this Lease,to declare all Rent Payments due or to become due during the Fiscal Year
in effect when the default occurs to be immediately due and payable by Lessee,whereupon such Rent Payments
shall be immediately due and payable. If the Event of Default is Lessee's breach of its covenant to return the
Equipment,Lessor shall be entitled to liquidated damages equal,at its election,to(i)the Rent Payments for the
Equipment pro-rated on a daily basis for each day the Equipment is retained,(ii)the daily fair market rental for
the Equipment,or(iii)compensatory damages for any loss suffered by Lessor as a result of Lessee's failure to
surrender the Equipment. Any judgment for damages shall be payable solely from legally available funds of the
Lessee, and Lessor shall not have the power to require levies of ad valorem taxes in the future to pay Rent
Payments.
The remedies provided to Lessor herein shall be the sole and exclusive remedies exercisable by Lessor in an Event
of a Default by Lessee hereunder. Lessor shall in no event have the right to involuntarily dispossess Lessee of
the Equipment or title thereto. Lessor and Lessee do not intend to create a security interest in any Equipment.
No delay or omission to exercise any right or remedy accruing hereunder shall impair any such right or remedy
or shall be construed to be a waiver thereof,but any such right and remedy may be exercised from time to time
and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this
Lease it shall not be necessary to give any notice,other than such notice as may be required in this Lease.
In the event any agreement contained in this Lease should be breached by either party hereto,and thereafter such
breach should be waived by the other party hereto,such waiver shall be limited to the particular breach so waived
and shall not be deemed to waive any other breach hereunder.
In the event that there is an Event of Default and the nondefaulting party should employ attorneys and/or incur
expenses for the collection of moneys or the enforcement of performance or observance of any obligation or
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•
agreement on the part of the defaulting party herein contained,the defaulting party agrees that it will on demand
therefor pay to the nondefaulting party the reasonable fee of such attorneys and/or such expenses so incurred by
the nondefaulting party.
Whenever any Event of Default referred to in Section 20,Clause(a)hereof shall have occurred and be continuing
with respect to the Equipment,Lessor shall have the right,at its option and without any further demand or notice,
to require a late payment charge for each thirty(30)day period or part thereof during which such Event of Default
occurs equal to one and one-half percent(1,4%)of the delinquent amount,and Lessee shall be obligated to pay
the same immediately upon receipt of Lessor's written invoice therefor;provided,however,that this provision
shall not be applicable if or to the extent that the application thereof would affect the validity of this Lease.
Section 22. ESCROW AGREEMENT;TRUST FUND.
To the extent approved by Lessor and Lessee,sums advanced by Lessor for the acquisition of Equipment may
be funded through use of an escrow agent. All aspects of any such arrangement shall be subject to the prior
approval of Lessor including,but not by way of limitation,selection of the escrow agent and the procedures for
disbursements. Lessee agrees that any such escrow agent may be an affiliate of Lessor. All costs incurred in
connection with any such escrow shall be paid by Lessee.
For the initial funding hereunder as reflected in the Schedule of Terms dated as of October 27, 1997, and for
future fundings,if approved by Lessor and Lessee,Lessor shall deposit funds with Lessee to be applied by Lessee
to acquire Equipment. Such funds shall be held by Lessee in a segregated account at a financial institution or
trust company and applied to acquire Equipment upon delivery to Lessor of those items required by Sections 2
(b)(i),(iv),(v),(ix),(xi)and(xii)hereof. Any balance remaining in such fund after the date which is one(1)year
after the deposit of funds therein shall be applied to pay scheduled Rent until fully expended.
Section 23. EXECUTION AND LAWS GOVERNING VENUE.
This Lease and each of the exhibits hereto shall be binding only when accepted by the Lessor at its Orlando,
Florida office and shall be construed and governed by the Laws of the State of Florida. As part of the
consideration for the Lessor's executing this Lease,Lessee agrees that all actions or proceedings arising directly
or indirectly from this Lease shall be litigated only in courts having_its suits within Orange County,Florida,or
in the United States District Court for the Middle District of Florida, and Lessee hereby consents to the
jurisdiction of those courts and waives any rights to the selection of venue.
Section 24. MISCELLANEOUS.
(a) Any cancellation or termination by Lessor, pursuant to the provisions of this Lease, any exhibit,
supplement or amendment hereto,or the release of the Equipment hereunder,shall not release Lessee
from any then outstanding obligations to Lessor hereunder. All exhibits,certificates,consents and other
attendant documents referenced herein are incorporated herein by reference.
(b) Time is of the essence. Lessor's failure at any time to require strict performance by Lessee of any of the
provisions hereof shall not waive or diminish Lessor's right thereafter to demand strict compliance
therewith.
(c) All notices,certificates or other communications hereunder shall be in writing and deemed given when
delivered or mailed by certified or registered mail,postage prepaid,to the respective addresses set forth
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•
in the Schedule of Terms. The Lessee and the Lessor may designate by written notice any further or
different addresses to which subsequent notices,certificates or other communication shall be sent.
(d) If the date for making any payment or the last day for performance of any act or the exercising of any
right,as provided in this Lease,shall be a legal holiday,or a day on which banking institutions in the city
in which the principal office of the Lessor or the assignee of the Lessor is located are authorized by law
to remain closed,such payment may be made,or act performed,or right exercised on the next succeeding
day not a legal holiday or a day on which such banking institutions are authorized by law to remain
closed,with the same force and effect as if done on the date otherwise specified herein.
(e) In the event that any provision of the Lease(other than the requirement of(i)the Lessee to make Rent
Payments; (ii)the requirement of the Lessor to provide quiet enjoyment of the Equipment and; (iii)to
convey the Equipment to the Lessee under the conditions set forth herein) shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof. Any provisions in this Lease which are in conflict with any
statute,law or applicable rule shall be deemed omitted,modified or altered to conform thereto.
(f) This Lease may be executed simultaneously in several counterparts,each of which shall be an original
and all of which shall constitute but one and the same instrument.
(g) The substantive law,but not the choice of law rules,of the State of Florida,and rules and regulations
issued pursuant thereto,shall be applied in the interpretation and enforcement hereof.
(h) The captions and headings herein are for convenience only and in no way define,limit or describe the
scope or intent of any provisions or sections of this Lease.
(i) The signatories affirm that to their knowledge,no employee of the Lessee has any personal or beneficial
interest whatsoever in the acquisition of the Equipment.
(j) This Lease constitutes the entire agreement of the parties with respect to the subject matter hereof. NO
VARIATION OR MODIFICATION OF THIS LEASE, OR ANY WAIVER OF ANY OF ITS
PROVISIONS OF CONDITIONS,SHALL BE VALID UNLESS IN WRITING AND SIGNED BY
AN AUTHORIZED REPRESENTATIVE OF EACH OF THE PARTIES HERETO. Any 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 stated hereunder. No variation or modification of this Lease, or waiver of any of its
provisions or conditions shall be valid after assignment by either party unless approved by assignee.
•
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SENT BY: 10-16-8 ; 2:14PM ; SunTi'ut Bank CF NA-1 407 656 7835;# 4/ 4
IN WITNESS WHEREOF,Lessee and Lessor have caused this Lease to be executed by their duly authorized
representatives as of the date first above written.
LESSOR:
SunTruat Bank,Central Florida,National Association
By:
Denise.K.Beauchamp
Vice President
LESSEE:
City of Ocoee
(SEAL)
By:
S.Scott Vandergrift
Mayor
Attested:
FOR USE AND RELIANCE ONLY
BY THE CITY OF CCEE,
APPROVED A TQ I ORM AND LEGALITY
By:
this day of 19 lean Grafton
FOLEY&LARDNER City Clerk
By
City Attorney
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M:NWPFI1.$MSJN11000EE1bfASIIILWPD(REV.17/11/96)
SKIT BY 10-16-37 ; 2:13PM ; SunTrust Bank CF NAB 407 656 7635;#'e2 '?f!�F �p"'f
•
OFFICERS'CERTIFICATE A
We,the undersigned officers of the City of Ocoee(the"Lessee"),in connection with the execution of the
Master Lease-Purchase Agreement dated as of October 27, 1997 (the "Lease"), between the Lessee and:
•
SunTrust Bank,Central Florida,National Association(the"Lessor"),DO HEREBY CERTIFY:•
(1) Jean Grafton is the duly appointed, qualified and acting City Clerk of the Lessee, and S. Scott
Vandergrift is the duly elected,qualified and acting Mayor of the Lessee. Ellis Shapiro is the duly appointed and
acting City Manager of the Lessee.
•
(2) Each of the above persons have duly filed their oaths of office and such of them es are required by law '1 1i
to file bonds or undertakings have duly filed such bonds or undertakings in the amount and manner required by
-law; •
Lcc3) The undersigned Mayor and City Clerk hereby certify that they executed and attested,respectively,the ;ij I t1
1
(4) Those Officers who executed the Lease were and are the duly chosen,qualified and acting officers
authorized to execute the Lease. The signatures that appear on this certificate are the authentic signatures of the
City Clerk and the Mayor,each of whom is duly authorized to execute and deliver the Lease and any and all
documents and certificates required in connection therewith or necessary or appropriate to carry out the intent
thereof.
(5) The Lessee has sufficient moneys available to pay all rental payments owing under the Lease(the"Rent
Paymente)coming due during the current budget year of the Lessee,such moneys having been properly budgeted
and appropriated for that purpose in accordance with the laws of the State of Florida(the State);such moneys
will be applied in payment of all Rent Payments due and payable during such current budget year,the Lessee
expects and anticipates adequate funds to be available,budgeted and appropriated in future years to make all
future Rent Payments throughout the maximum term of the Lease.
(6) The lease of the Equipment (as described in the Description of Equipment) is essential to the
governmental functions of the Lessee,and the Lessee has an immediate need for the Equipment which is not
temporary or expected to diminish during the maximum term of the Lease.
(7) The Equipment will be used by the Lessee for the purpose of performing one or more of the Lessee's
governmental functions consistent with the permissible scope of the Lessee's authority.
(8) The Lessee has obtained, or will obtain as the Equipment is acquired, from a reputable insurance
company qualified to do business in the State,insurance with respect to all risks required to be covered thereby
pursuant to the Lease;or the Lessee has or shall self-insure with the prior written consent from the Bank as
provided in the Lease.
(9) The interest rate establishing the interest portion of the Lease Payments,on the first date such interest
begins to accrue,does not exceed a rate of interest permitted by Section 215.84,Florida Statutes(1995).
(10) This Section 10 sets forth facts and estimates upon which the Lessor and its counsel may rely in
reaching an opinion regarding the exclusion of the interest portion on the Lease Payments from the gross income •
the Lessor,and the facts and estimates upon which the Lessee bases its reasonable expectation that the obligation
to make Lease Payments pursuant to the Lease(hereinafter,the"Lease Obligation')does not create an arbitrage
M:IWPFILES\MUNI'i000EE1OFFICV.R.CRT(REV.I/8/7) -1-
bond under Section 148 of the Internal Revenue Code of 1986,as amended(the"Code"),and applicable Treasury
Regulations:
(a) The Lessee has not accumulated nor does it expect to accumulate amounts of money in a fund
to pay or to be held as security for the payment of principal of or interest on the Lease Obligation.
(b) No portion of the proceeds of the Lease Obligation will be used as a substitute for other funds
which were otherwise to be used for the same purposes and which funds will be used to acquire directly or
indirectly obligations producing a yield in excess of the yield on the Lease Obligation.
(c) There are no other obligations of the Lessee which(i)are being issued within 15 days prior to
or after the date of the Lease Obligation,(ii)are sold pursuant to a common plan of fmancing together with
the Lease Obligation, and (iii) 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 Lease
Obligation.
(d) The Lessor has agreed to purchase the Lease Obligation for outstanding principal amount
thereof. No fee will be paid to any person acting as an underwriter for the Lease Obligation.
(e) The Lease does not create a"hedge bond"as defined in Section 149(g)of the Code,in that at
lease 85 percent of the proceeds of the Lease Obligation will be expended to carry out the governmental
purpose of the issue within three years from the date of issuance of the Lease,and not more than 50 percent
of the proceeds will be invested in nonpurpose investments(as defmed in Section 148(fl(6)(A)of the Code)
having a substantially guaranteed yield of four years or more.
(f) The Equipment has not been and is not expected to be sold or otherwise disposed of in whole
or in part prior to the expiration of the maximum lease term.
(g) The proceeds of the Lease Obligation ($131,500.00) will be deposited into an Equipment
Acquisition,Fund created by Lessee. The proceeds of the Lease.Obligation,together with the investment
earnings thereon,will be used to pay the cost of the equipment from the vendors thereof(the"Project"). It
is reasonably expected the (i) at least 85%of the proceeds of the Lease Obligation will be allocated to
expenditures on the Project by the end of three years from the date of issuance thereof,(ii)within 6 months
of the issuance date of the Lease Obligation,the Lessee will incur a substantial binding obligation to a third
part to expend at least 5%of the proceeds thereof on the Project,and(iii)completion of the Project and the
allocation of the proceeds to expenditures with respect to the Project will proceed with due diligence. The
Lessee expects to comply with the 18-month expenditure exception to rebate as set forth in Section 148 of
the Code and related Treasury Regulations,in that it expects to expend the gross proceeds of the Lease
Obligation in accordance with the following schedule: (1) at least 15%within 6 months, (2) at least 60
percent within 12 months,and(3) 100%within 18 months. However,if the Issuer fails to comply with such
exceptions,it shall rebate to the federal government any amounts required by Section 148 of the Code and
related Treasury Regulations.
(h) The Lessee expects that (i) less than 10% of the proceeds of the Lease Obligation will
be used for any private business use as defmed in Section 141 of the Code, and (ii) less than 5%
of the proceeds of the Lease obligation will be used for the private business use which is not related to a
governmental use of the proceeds,or which is a disproportionate related business use within the meaning of
Section 141 of the Code. It is understood that such limitation will not apply unless more than 10%(with respect
to clause (i)) or more that 5% (with respect to clause (ii)) of the Lease Obligation is directly or indirectly
(including under the terms of any underlying arrangement)secured by any interest in(1)property used to be used
for a_private business use, or (2)payments in respect of such property, or are to be derived from payments
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SENT BY: 10-16-97 ; 2:14PM ; SunTrust Bank CF NA-) 407 656 7835;# 3/ 4
(whether or not to the Lessee)in respect of such property,or borrowed money,used or to be used for a private
• business use,as provided in Section 141 of the Code.
•
(11) No approval,consent or authorization of any governmental or public agency not already obtained
is required in connection with the Lessee's participation in the transactions contemplated by the Lease,or the
performance of its obligations thereunder.
(12) To the Best Knowledge and belief of the undersigned officers,there arc no other facts,estimates or
circumstances that would materially change the conclusions and representations set forth in the certificate and
the expectations hereinabove set forth are reasonable.
WITNESS our hands and the seal of the Lessee this day of October, 1997
•
City of Ocoee
(SEAL)
•
S. Scott Vandergrift -
Mayor
ATTEST:
Jean Grafton
City Clerk
FOR USE AND RELIANCE ONLY
BY THE CITY OF OCOEE,
APPROVED AS TO FORM AND LEGALITY
this day of 19
FOLEY&LARDNER
By
City Attorney
-3-
MAWPFILVAMU OCOBIROFFICBR.CRT(ARV.1128/97)
SCHEDULE OF TERMS A
THIS SCHEDULE OF TERMS is executed and delivered pursuant to that certain Master Lease-Purchase
Agreement(the"Lease")dated as of October 27, 1997,between SunTrust Bank,Central Florida,National
Association("Lessor"),200 South Orange Avenue,Orlando,FL 32801,Attention:Leasing Department,and the
City of Ocoee("Lessee"), 150 North Lakeshore Drive,Ocoee,FL 34761,Attention;Finance.Director.
Equipment Cost: $131,500.00
Number of Payments: Twenty(20)
Frequency of Payments: • Quarterly in Advance
Payment Due Date: Commencing October 27, 1997;quarterly thereafter the 27th of each
January,April,July and October to and including July 27,2002.
Interest Rate: 5.9557%%
Rental:
Payment Amount: $ 7,538.71
Deferred Interest to Termination Date: $ 19,274.13
Total Rental $150,774.13
Current Maximum Corporate Income Tax Rate: 35%
Budgetary Period: October 1 through September 30
Late Payments: There will be a charge of 1.5%per month or the highest legal rate allowed on the amount
of any Rent Payment which remains unpaid for ten(10)days after the due date.
Insurance: The insurance required pursuant to the Lease shall include, but is not limited to, the
following types and amounts of coverage:
A. PHYSICAL DAMAGE to all vehicles(s)leased under this Schedule;
(1) Scope of Coverage: Comprehensive and collision coverage
(2) Limits of Coverage: not less than the greater of the full replacement value of the Vehicles
or the installments of rent then remaining unpaid hereunder immediately prior to the
physical damage of each Vehicle leased hereunder
(3) Deductible: not more than$1,000.00 per occurrence; Lessee is liable for all deductible
amounts
-1-
M:\WPF LES\MUNI\OCOEE\SCHEDULE.A(REV.121196)
B. MOTOR VEHICLE LIABILITY:
(1) Scope of Coverage: Liability coverage including,but not limited to bodily injury,death,
property damage;contractual liability and personal injury
(2) Limits of Coverage: Minimum liability coverages in the following amounts must be
provided;$100,000 per occurrence/$300,000 aggregate per occurrence/$100,000 property
damage
C. PERSONAL PROPERTY coverage to all equipment leased under this Schedule:
(1) Scope of Coverage: All risk,including but not limited,to flood damage if the property is
located in a flood plain area as defined by applicable government authority
(2) Limits of Coverage: not lessthan the greater of the full replacement value of the Equipment
or the installments of rent then remaining unpaid hereunder immediately prior to the
physical damage of each item of Equipment leased hereunder
(3) Deductible: not more than $1,000.00 per occurence; Lessee is liable for all deductible
amounts
D. COMPREHENSIVE GENERAL LIABILITY:
(1) Scope of Coverage: Comprehensive General Liability coverage:including,but not limited
to bodily injury,death,and property damage,contractual liability and personal injury;
(2) Limits of Coverage: Minimum liability coverages in the following amounts must be
provided;$250,000 per occurrence/$500,000 aggregate per occurrence/$100,000 property
damage
E. LOSS PAYEE: Lessor must be named as loss payee and additionally insured on physical
damage insurance.
F. SELF-INSURANCE: In the event Lessee is self-insured for the purpose of physical damage
coverage,a Statement of Self-Insurance will be provided.
FOR USE AND RELIANCE ONLY
BY THE CITY OF OCOEE,
Dated this day of October, 1997. APPRC ED AS TO FORM AND LEGALITY
this day of 19
FOLEY&LARDNER
LESSOR: LESSEE: By City Attorney
SunTrust Bank,Central Florida,
National Association City of Ocoee
•
By: By:
Denise K.Beauchamp S. Scott Vandergrift
Vice President Mayor
-2-
M:\WPFILES\MUNI\OCOEE\SCHEDULE.A(RE V.121196)
•
DESCRIPTION OF EQUIPMENT A
This Description of Equipment is executed and delivered pursuant to Section 2 of the Master Lease-Purchase
Agreement dated as of October 27, 1997(the "Master Lease-Purchase Agreement")between SunTrust Bank,
Central Florida, National Association("Lessor")and the City of Ocoee("Lessee"). The Lessor agrees to lease
to Lessee, and Lessee agrees to lease from Lessor, the Equipment described below,located at-150_North
Lakeshore Drive,Ocoee,FL 34761,pursuant to the terms of the Master Lease-Purchase Agreement,the terms
of which are incorporated herein by reference,and as supplemented by an Amortization Schedule A and Schedule
of Terms A both executed by Lessor and Lessee and dated this date.
One(1)Loadal 25 yard garbage truck
•
Cost Basis: $131,500.00
Dated this day of October, 1997.
LESSOR: LESSEE:
Suntrust Bank,Central Florida,
National Association City of Ocoee
By: By:
Denise K.Beauchamp S. Scott Vandergrift
Vice President Mayor
FOR USE AND RELIANCE ONLY
BY THE CITY OF OCOEE,
APPROVED AS TO FORM AND LEOALttY
this day of 18
FOLEY&LARDNER
M:\WPFILES\MUNI\OCOEE\EQUIPLST.A(REV.6/14/94) By
City Attorney
CERTIFICATE OF ACCEPTANCE A
•
This Certificate is given pursuant to the Master Lease-purchase Agreement dated as of October
27, 1997(the"Lease"),between SunTrust Bank,Central Florida,National Association, as lessor
(the "Lessor"), and the City of Ocoee, as lessee(the "Lessee").
A. The Equipment. Lessee hereby certifies that the Equipment as set forth and
described in the Description of Equipment A has been delivered to Lessee, inspected
by Lessee,found to be in good order and fully equipped to operate as required under
applicable law for its intended purpose, and is, on the date set forth below, new and
unused and fully and finally accepted under the Lease.
B. Representations by Lessee. Lessee hereby represents and warrants to Lessor that
on the-date hereof:
(1) The representations and warranties of Lessee set forth in the Lease and all
certificates and opinions delivered in connection therewith were true and
correct in all respects when made and are true and correct as of the date
hereof.
(2) Lessee has satisfied or complied with all conditions precedent and
requirements set forth in the Lease,which are required to be or to have been
satisfied or complied with on or prior to the date hereof.
(3) No Default or Event of Default under the Lease has occurred and is
continuing on the date hereof.
(4) Lessee has obtained, and there are in full force and effect, such insurance
policies with respect to the Equipment, as such term is defined in the Lease,
as are required to be obtained under the terms of the Lease.
Date of Delivery and Acceptance:
IN WITNESS WHEREOF, Lessee has caused this Certificate of Acceptance to be duly executed
by its officers thereunto duly authorized.
City of Ocoee
By:
S. Scott Vandergrift
Title: Mayor
M:\WPFILES\MUNI\OCOEE\ACCEPT.A(REV.061394)
L.
AMORTIZATION SCHEDULE A
Balance After
Payment Payment
Payment Date Amount Interest Principal (Prepayment Price)
Oct-27-97 7,538.71 0.00 7,538.71 123,961.29
7,538.71 0.00 7,538.71
Jan-27-98 7,538.71 1,845.69 5,693.02 118,268.27
Apr-27-98 7,538.71 1,760.92 5,777.79 112,490.49
Jul-27-98 7,538.71 1,674.89 5,863.81 106,626.68
Oct-27-98 7,538.71 1,587.59 5,951.12 100,675.56
30,154.83 6,869.09 23,285.74
Jan-27-99 7,538.71 1,498.98 6,039.73 94,635.83
Apr-27-99 7,538.71 1,409.05 6,129.65 88,506.18
Jul-27-99 7,538.71 1,317.79 6,220.92 82,285.26
Oct-27-99 7,538.71 1,225.16 6,313.54 75,971.71
30,154.83 5,450.98 24,703.84
Jan-27-00 7,538.71 1,131.16 6,407.55 69,564.17
Apr-27-00 7,538.71 1,035.76 6,502.95 63,061.22
Jul-27-00 7,538.71 938.93 6,599.77 56,461.44
Oct-27-00 7,538.71 840.67 6,698.04 49,763.40
30,154.83 3,946.51 26,208.31
Jan-27-01 7,538.71 740.94 6,797.77 42,965.63
Apr-27-01 7,538.71 639.72 6,898.98 36,066.65
Jul-27-01 7,538.71 537.00 7,001.70 29,064.95
Oct-27-01 7,538.71 432.75 7,105.95 21,958.99
30,154.83 2,350.42 27,804.41
Jan-27-02 7,538.71 326.95 7,211.75 14,747.24
Apr-27-02 7,538.71 219.57 7,319.13 7,428.11
Jul-27-02 7,538.71 110.60 7,428.11 0.00
• 22,616.12 657.13 21,958.99
TOTAL • 150,774.13 19,274.13 131,500.00
Page 1 of 2
M:\WPFILES\MUNI\OCOEEWMORT.A
AMORTIZATION SCHEDULE A
This Amortization Schedule A is delivered pursuant to Section 2 of the Master-Lease-Purchase Agreement,dated
as of October 27, 1997,between SunTrust Bank,Central Florida,National Association("Lessor"),and the City
of Ocoee,("Lessee").
Dated this day of October, 1997.
LESSOR: LESSEE:
SunTrust Bank,Central Florida,
National Association City of Ocoee
By: By:
Denise K.Beauchamp S. Scott Vandergrift
Vice President Mayor
•
FOR USE AN')0FLUANCE ONLY
BY TE'="
AFPR07.__. . .. DF1i AND LEGALITY
this day of 19
FOLEY&LARDNER
By
City Attorney
•
Page 2 of 2
M:\WPFILES\MUNI\OCOEEWMORT.A