HomeMy WebLinkAboutResolution 96-22
RESOLUTION NO. 96-22
A RESOLUTION OF THE CITY OF OCOEE, FLORIDA APPROVING A
LEASE AGREEMENT WITH RIVERSIDE NATIONAL BANK OF FLORIDA
AND DESIGNATING IT AS A QUALIFIED TAX-EXEMPT OBLIGATION
RESOLVED, that this City enter into a certain Lease
Agreement with RIVERSIDE NATIONAL BANK OF FLORIDA (hereinafter
called "Lessor") for a Dump Truck 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 Supplemental Amendment 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 comtemplated 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
1
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 G ~ day of 411~/J.s r , 1996.
ATTEST:
APPROVED:
CITY OF OCOEE, FLORIDA
( SEAL)
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA.
APPROVED AS TO FO~ ~..~ D, ~ GALITY
this ---b- day of ~' 1996
FOLEUjDNER APPROVED BY THE OCOEE CITY
I " '7 A jJJi COMMISSION AT A MEETING
o Ij '? ! (\, J. 'j, HELD ON THE DATE INDICATED
By: ,~ ) tu-7 t 'fJ )C.V' ABOVE UNDER AGENDA ITEM NO.
City Attorney
wI:.
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LEASE AGR~MENT
This Lease Agreement is entered into as of this --'L2 day of (.f L(<q Ll ~ r, 1996 (hereinafter referred to as
"Agreement") by and between Riverside National Bank of Florida (Hereinafter referred to as "Lessor") and City of
Ocoee, a governmental entity and political subdivision of the State of Florida (Hereinafter referred to as "Lessee").
WIT N E SSE T H:
In consideration of the mutual covenants and conditions hereinafter set forth. the parties agree as follows:
1. TERM AND PAYMENTS: ACCEPTANCE OF PROPERTY: Lessor hereby leases to Lessee and Lessee
hereby leases from Lessor. the property parts. substitutions. proceeds. increases. additions. accessions. repairs and
accessories incorporated therein or affixed thereto. (hereinafter referred to as the "Property") for the amounts to be
paid in the installments and on the dates set forth on each Exhibit B hereto. The term of the lease hereunder as to
the Property shall commence on the Lease Commencement Date set out on each Exhibit C hereto and shall
continue for the Lease Term set out on each Exhibit B hereto (the "Term"), wlless earlier terminated as provided
herein. Each set of exhibits shall constiMe a separate scheduling of equipment and shall have their own
commencement date, term and amortization schedule. Lessee agrees to make payments hereunder to Lessor, or its
successors or assigns, as directed thereby. at such place as Lessor, or its successors and assigns. may from time to
time hereafter designate in writing; PROVIDED. HOWEVER. THAT NEITHER THE LESSEE. OR ANY
POLmCAL SUBDIVISION THEREOF SHALL BE OBLIGATED TO PAY ANY SUMS DUE TO LESSOR
HEREUNDER FROM AD VALOREM TAXES. The rental payments hereunder shall be absolute and
unconditional without abatement. set-off or counterclaim.
The Property identified in each Exhibit A shall be purchased from such vendors as are selected by Lessee;
provided, however that upon execution hereof Lessee shall thereby represent and warrant the Lessor that Lessee
has executed a binding obligation to purchase the Property. Such Property shall be delivered to the Lessee with title
to be made in the name of and delivered to the Lessee free and clear of all liens and encumbrances or interests of
any party therein except the interest of the Lessee and Lessor hereunder.
The Lessee shall at all times keep the property free of ,illY liens or encumbrances. Lessor shall not pay
any moneys to the vendor or the Lessee for payment to the vendor until Lessee certifies to the Lessor that Lessee
has accepted the Property hereunder. which certification shall be substantially in the form of Exhibit C hereto.
which exhibit is incorporated herein by reference. TITLE TO THE PROPERTY SHALL BE VESTED IN THE
LESSEE UPON LESSEE'S ACCEPTANCE OF THE PROPERTY.
2. NEW TAXES, OTHER GOVERNMENTAL CHARGES AND UTILITY CHARGES:
Lessee and Lessor contemplate tl1at the property will be used for a governmental purpose of Lessee and .
therefore, that the Property will be exempt from all ta.xes 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. as the same respectively corne due. all taxes and
governmental charges of any kind whatsoever tl1at may at ,illY time be lawfully assessed or levied against or ,vith
respect to the Property and any equipment or other property acquired by modification. improvement or addition to
the property, as well as all gas. water. ste,ill1. electricity. heat. power. telephone. use. occupancy and upkeep of the
Equipment; provided that. with respect to ,my governmental charges that may lawfully be assessed. Lessee shall be
obligated to pay only such charges as have been assessed during the time this Agreement is in effect. Lessee may
contest any such charges prior to payment with due diligence and by appropriate proceedings. provided such
contest does not involve any adverse risk to Lessor's interest hereunder.
3. LESSEE'S COVENANTS AND REPRESENTATIONS:
Lessee covenants and represents as follows:
(a) Lessee is a governmental entity and political Subdivision of the State of Florida. and has the full power and
authority to enter into this Agreement and has taken all appropriate steps to authorize the acquisition of the
Property pursuant to this Agreement ,illd upon execution hereof by Lessee this Agreement shall constitute a legal.
valid and binding obligation of Lessee. enforceable in accordance with its tern1S.
(b) All payments hereunder have been. ,md will be duly authorized ,illd paid when due. except as provided in
Paragraph 11, out of funds then on hand and legally available for such purpose. Lessee ,viII. to the extent permitted
by State law and other terms and conditions of this Agreement. include in its budget request for each successive
fiscal period during the Term of this Agreement a sufficient amount to permit Lessee to discharge all its
obligations hereunder and Lessee has budgeted and made available for the current fiscal period sufficient funds to
comply ,vith its obligations hereunder.
(c) There are no pending or threatened lawsuits or administrative or other proceedings contesting the aUllority for.
authorization or performance of. or the expenditure of funds pursuant to this Agreement.
(d) Information supplied and statements made by Lessee to Lessor in any financial statement or current budget
prior to or contemporaneously with this Agreement are true and correct.
(e) Lessee has an immediate need for, and expects to make immediate use of, substantially all the Property, which
need is not temporary or expected to diminish in the foreseeable future, and Lessee will not give priority or parity
in the appropriation of funds to the acquisition or use of any substitute property for purposes or functions similar to
the Property's or for the procurement of services from a third party which services are substitute for the utilization
of the Property by the Lessee.
(f) There are no circumstances presently affecting the Lessee that could reasonably by expected to alter its
foreseeable need for the property or adversely affect its ability or willingness to budget funds for the payment of
sums due hereunder.
(g) Lessee's right to terminate this Agreement as specified in Paragraph 11 hereof was not an independently
bargained for consideration, but was concluded solely for purpose of complying with the requirements of the laws
of the State in which Lessee is located.
(h) Lessee has on hand and legally available funds from resources other than ad valorem taxes sufficient to make
all payments due under this Agreement during tlle current fiscal year of Lessee.
(I) The Lessee has reviewed its projected revenues and its expenses and reasonably expects that it shall have on
hand and legally available funds from sources other than ad valorem taxes sufficient so to timely make ail
payments as they become due under this Agreement during the Term thereof.
4. USE AND LICENSES:
Lessee shall pay and discharge all operating expenses ,md shall cause the Property to be operated by
competent persons. Only Lessee shall use the Property only for its proper purpose and will not install, use, operate
or maintain the Property improperly carelessly. or in violation of any applicable law. ordinance, rule or regulation
of governmental authority or in violation of any policy of insurance required pursuant to Paragraph 8 hereof, or in
a manner contrary to the nature of the Property or the use contemplated by its manufacturer. Lessee shall keep the
Property at the location stated on tlle Certificate of Acceptance executed by Lessee upon delivery of the Property,
until Lessor, in writing, permits its removal. and the Property shall be used solely in the conduct of the Lessee's
operations. Lessee shall obtain. at its expense. all registrations, permits. and licenses. if any. required by law for
the installation and operation of the Property. If a certificate of title is issuable with respect to the Property, it shall
be delivered to the Lessee showing title to be in the Lessee.
5. MAINTENANCE:
Lessor shall not be obligated to make any repairs or replacements to the Property. At its own expense.
Lessee shall service. repair and maintain the Property in as good condition. repair. appearance and working order
as when delivered to Lessee hereunder. ordinary wear and tear from proper use alone excepted, and shall replace
any and all parts thereof which may from time to time become worn out. lost. stolen. destroyed or damaged beyond
repair or rendered unfit for intended use. for any reason whatsoever. all of which replacements shall be free and
clear of all liens, encumbrances and claims of others. ,md shall become part of this Property and subject to this
Agreement. Lessor may at its option. discharge such costs. e;,,"penses ,md insurance premiums necessary for the
repair, maintenance. and preservation of the Property ,md all sums so expended shall be due from Lessee in
addition to rental payments hereunder.
6. ALTERATIONS:
(a) Lessee may, at its own expense. install or replace in or on. or attach or aflix to, the Property, such
equipment or accessories as may be necessary or convenient to use the Property for its intended purposes
provided that such equipment or accessories do not impair the value or utility of the Property. In the event
that Lessee voluntarily relinquishes possession of the Property to the Lessor in accordance \vith the terms
hereof, all such equipment or accessories shall be removed by Lessee (and any damage to the Property
resulting from such removal. repaired at Lessee' s e;..:pense.) Any such equipment or accessories not
removed shall become the Property of Lessor.
(b) Without the written consent of Lessor, except as permitted in paragraph 6 (a) above, Lessee shall not
make any other alterations, modifications or improvements hereunder. Any other alterations,
modifications or improvements to the Property shall immediately become part of the Property, subject to
the provisions hereof. Without the prior written consent of Lessor, Lessee shall not affix or attach any of
the Property to any real property or allow it to permanently rest upon any real property or any
improvement thereon.
7. DAMAGE TO OR DESTRUCTION OF PROPERTY:
Lessee shall bear the entire risk of loss, damage, theft, or destruction of the Property from any and every
cause whatsoever and no loss, damage, theft, or destruction of the Property from any and every cause whatsoever
and no loss, damage, destruction or other event shall release Lessee from the obligation to pay the full amount of
the rental payments or from any other obligation under this Agreement.
(a) In the event that all or any part of the property is lost. stolen, destroyed or damaged beyond repair,
Lessee shall replace the same witll like Property in good repair or like value at Lessee's sole cost and
expense as soon thereafter as possible, but in no event later than 60 days after such occurrence, and any
such replacement shall become subject to this agreement. Insurance proceeds received by Lessor with
respect to any such casualty shall be paid to Lessee if such property is replaced by Lessee as required
hereunder.
8. INSURANCE:
Lessee shall, for the term of this Agreement, at its own expense, maintain comprehensive liability
insurance with respect to the Property insuring against sllch risks and in such amounts as are customary of lessees
of property of a character similar to the Property. In addition, Lessee shall, for the term of this Agreement. at its
own expense, maintain casualty insurance with respect to the Property insuring customary risks with coverage at
all times not less than the remaining Principal Balance determined as of the end of Lessee's preceding fiscal year.
All insurance policies shall be with insurers authorized to do business in the state where the Property is located and
shall name both Lessor and Lessee as insured as their respective interest may appear. Insurance proceeds from
casualty losses shall be applied to either (a) the replacement. repair or restoration of the Property or. (b) payment of
Balance Due Lessor (as defined hereafter).Lessee shall. upon request. deliver to Lessor evidence of the required
coverage's together with premium receipts covering employees working on. in or about the Property. In the event
Lessee fails, for any reason, to comply with the requirement of this Paragraph, to the extent permitted by law,
Lessee shall indemnify and save harmless. and, at Lessee' s sole expense. defend Lessor and its agents, employees.
officers and directors and the Property against all risk of loss not covered by insurance.
9. INDEMNIFICATION:
Subject to the recovery limits, as set forth in Chapter 768. Florida Statutes, Lessee shall indemnify and
save harmless Lessor and its agents. employees, officers. and directors from and at Lessee's expense defend Lessor
and its agents, employees, officers and directors against all liability. obligations, loss. damages, penalties, claims.
actions, costs and expenses (including but not limited to reasonable Attorney's fees) of whatsoever kind or nature
which in any relate to or arise out of Lessee' s obligation in this Agreement or the ownership. rental, possession,
operation, condition, sale or return of the Property. All amounts which become due from Lessee under this
Paragraph 9 shall be credited with any amounts received by the Lessor from insurance provided by the Lessee and
shall be payable by the Lessee within thirty (30) days following demand therefor by Lessor and Lessee's obligations
under this Paragraph 9 shall survive the termination or e;o,:piration of this agreement.
10. NO REPRESENTATION OR WARRANTIES BY LESSOR:
The Lessee acknowledges that Lessee has selected the Property leased hereunder prior to having requested
the Lessor the purchase the same for leasing to the Lessee. and Lessee agrees that the Lessor has made and makes
no representations or warranties of any kind or nature, directly or indirectly, express or implied as to any matter
whatsoever, including the suitability of such Property, its durability. its fitness for any particular purpose, its
merchantability, its condition, capacity and/or its quality, and as between Lessee and Lessor's assignees, Lessee
leases the Property "as is" and "with aU faults" as between Lessor and Lessee, Lessor and Lessor's assignee
shall be liable to Lessee for any loss, damage, or expense of any kind or nature caused directly or indirectly
by any adjustment thereto. or by an interruption of service or loss of use thereof, or for any loss of business
or damage wbatsoever or, for consequential or any incidental damages howsoever caused. Lessor makes no
representation or warranty express or implied as to the Property, its fitness for any particular purpose, its
merchantability or any other matter, nor shall any such representation or warranty by the Seller to the
Lessee be binding on the Lessor nor shall any such breach relieve Lessee of or in any way reduce any of the
Lessee's obligations to Lessor as set forth herein. This disclaimer of representations and warranties and
limitations of liability shall apply witb equal force and efTect to any claims of any third party against Lessor
or Lessor's assignee. If the Property is not properly installed, does not operate as represented or warranted by
Seller or is unsatisfactory for any reason, Lessee shall make any claim or account thereof solely against the Seller
and shall nevertheless pay Lessor all rent payable under this Agreement. Lessor hereby assigns to Lessee, solely
for the purpose of making and prosecuting any such claim, any rights it may have against the Seller for breach of
warranty or representation respecting the Property. Lessee understands and agrees that neither the Seller nor any
agent of the Seller is an agent of Lessor and that neither the Seller nor its agent is authorized to waive or alter any
term or condition of this lease.
11. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS:
Lessee is a bona fide governmental entity of the State of Florida with Lessee's fiscal year ending on
September 30 of each calendar year. If Lessee does not appropriate sufficient funds to continue making the
payments required under this Agreement for any of Lessee's fiscal years subsequent to the one in which the
Agreement is executed and entered into, then this Agreement shall be terminated effective upon expiration of the
fiscal year in which sufficient funds to continue satisfaction of Lessee's obligation under this Agreement were last
appropriated by Lessee ("Termination Date") and Lessee shall not, in this sole event, be obligated to make any
further rental payments due beyond said fiscal year. Lessee warrants that the necessary funds have been
appropriated for the Property for Lessee's fiscal year during which the execution by Lessee of this Agreement
occurred. Lessee shall give Lessor immediate notice of Lessee's intent to terminate this Agreement under this
Section 11 which notice shall contain the termination date, (which shall be the end of the last of Lessee's fiscal
year for which appropriation for the Property were made) and shall advise the Lessor of the location or locations
where the Property may be found on the Termination Date. In the event of an early termination of this Agreement
under this section. all obligations of the Lessee to make rental payments which would otherwise be due hereunder
after the Termination Date shall cease and the Termination Date shall cease ,md the Termination procedure (see
Section 13 hereof entitled "Termination") shall apply to the Property as to which this Agreement is terminated. In
the event that the Lessee voluntarily relinquishes possession of the Property to Lessor, Lessor shall pick up the
Property, at Lessee's expense, at the location or locations designated by the Lessee ,md the Lessee agrees to permit
Lessor access to the Property and to cooperate with Lessor in the removal of the Property in accordance with and
subject to the limitations set fOrtIl in Section 13 hereof. However. Lessee agrees: (I) not to terminate this
Agreement under this Section 11 if any funds are appropriated to it for the fiscal year next succeeding the fiscal
year of termination, for either (a) the acquisition (by purchase or lease) of other functionally similar equipment or
(b) the procurement of services from a third party. which services are functionally similar to the utilization of the
Property by the Lessee, and (ii) to expressly to include in the Lessee's proposed budget appropriation the total of
payments due under this Agreement.
12. DEFAULT AND LESSOR'S REMEDIES:
(a) The occurrence of one or more of the following events shall constitute an Event of Default,
whether occurring voluntarily or involuntarily, by operation of law pursuant to any order of any court or
governmental agency.
1) Lessee's failure to make ,my payment hereunder when due. except as set forth in Paragraph 11:
(2) Lessee's failure to comply with any other covenant condition or agreement of Lessee hereunder
for a period often (10) days after notice in writing thereof:
(3) Any representation or warranty made by Lessee hereunder shall be untrue in any material respect
as of the date made:
(4) Lessee becomes insolvent or admits in writing its inability to pay its debts as they mature or
applies for, consents to. or acquiesces in the appoinunent of a trustee, receiver or a custodian is appointed
for Lessee or a substantial part of its property and is not discharged within sixty (60) days; or any
bankruptcy or insolvent law. or any dissolution or liquidation proceeding, is instituted by or against Lessee
and, if instituted against Lessee is consented to or acquiesced in by Lessee or is not dismissed within
sixty (60) days.
(b) Upon the occurrence of ,my Event of Default specified herein Lessor may in its sole discretion
exercise any or all of the following remedies:
(1) Enforce this Agreement by instituting an action in a court of competent jurisdiction to recover as
a general claim against Lessee. Lessor's compensatory damages resulting from Lessee'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 Property absent Lessee' s voluntary surrender thereof.
(2) Terminate this Agreement. in which event. upon demand by Lessor the following procedure (the
"remedy procedures") shall apply:
(a) LESSEE RIGHT OF DISPOS1TION. Lessee shall (i) immediately cease any use of the
Property and cause the Property to be stored in an appropriate place, and (ii) dispose of the Property
within sixty (60) days from receipt of such written demand for an amount which shall approximate the
equipment's "Fair Market Value" (as defined hereafter) as determined by a qualified appraiser. The
proceeds from the sale of the Property shall be forwarded directly to Lessor and applied to Balance Due
Lessor. If the proceeds are less than the Balance Due Lessor, the Lessee shall pay the deficiency to Lessor.
If the proceeds exceed Balance Due Lessor, Lessee shall keep the overage.
(b) DELIVERY TO LESSOR: If Lessor fails or refuses to dispose of the Property within
that sixty (60) day period. the Lessee shall, at its expense. cause possession of the Property together with
all documents necessary to transfer legal and beneficial title thereto and possession thereof to Lessor and
to evidence the termination of all of Lessee's interest in the Property to be delivered at Lessor's direction
consistent with the terms hereof. Lessor may then dispose of Property and the proceeds from the sale of
the Property shall be applied to the Balance Due Lessor. If the proceeds are less than the Balance Due
Lessor, the Lessee shall pay the deficiency to Lessor. If the proceeds exceed the Balance Due Lessor, then
Lessor shall pay such overage to Lessee. The term "Balance Due Lessor" shall mean the sum of all
payments remaining due for the entire term of this Agreement.
(c) Notwithstanding a return of the Property to the Lessor hereunder, Lessee shall remain
liable to Lessor for any damages caused Lessor as a result of any breach of the provisions of this
Agreement relating to matters other than rent payments; provided however, that Lessor may recover any
such amounts only from general revenues of Lessee which does not arise from ad valorem taxes and are
otherwise legally available therefor. to the extent available.
13. TERMINATION PROCEDURE:
Lessee shall, upon any termination hereof pursuant to Paragraph 11 hereof, or if Lessee is voluntarily
relinquishing the Property to Lessor. deliver the Property to Lessor unencumbered and in at least as good condition
and repair as when delivered to Lessee, ordinary wear mId tear resulting from proper use alone excepted, by
loading the Property, at Lessee's sole expense. on such carrier. or delivering the Property to such location, as
Lessor shall provide or designate at or within a reasonable distance from the general location of the Property. If
Lessee fails to deliver the Property to Lessor. as provided in this Paragraph 13. on or before the date of termination
of this Agreement. Lessee shall pay to Lessor upon demcmd. for the period from the date of termination of this
Agreement to the date Lessor either obtains possession of the Property or collects the Balance Due Lessor, interest
on the Balance Due Lessor in accordance with Paragraph 19 hereof.
In the event Lessor is entitled under the provisions of this Agreement to obtain possession of the Property
due to a voluntary relinquishment thereof by Lessee. Lessee agrees to (i) fully cooperate with Lessor in all respects
in effecting a timely and orderly redelivery of the Property to Lessor: (ii) at Lessee's expense to assemble and
appropriately package the Property for shipment and to make the Property so assembled and packaged available at
one or more locations within the State of Florida. arranging with Lessor a convenient time for Lessor's pick up of
that Property; and (ill) execute and deliver to Lessor. or at Lessor's directions. all documents necessary to transfer
legal and beneficial title to the Property and possession thereof to Lessor ;md to evidence the termination of all of
Lessee's interest in the Property.
14. ASSIGNMENT AND SUBLEASE:
(a) Without the prior written consent of Lessor. Lessee shall not (i) assign. transfer, pledge or hypothecate
or otherwise dispose of this Agreement. the Property, or any part thereof or interest therein, (ii) sublet the Property
or any part thereof, or (iii) permit the Property to be used for any purpose not permitted by Paragraph 4 hereof.
(b) Lessor shall be entitled with or without notice to. or ilie consent of. Lessee to sell, assign or transfer
all or any part of its right. title or interest in, to and under this Agreement (including, without limitation, those
with respect to the Property and all payments of any kind due or which are to become due to Lessor hereunder) and
any such purchaser(s), assignee(s) or transferee(s) shall thereafter (jointly. if more than one) be deemed to be the
lessor hereunder, except iliat Lessor and Lessee agree and acknowledge that mIY such purchaser(s), assignee(s), or
transferee(s) will have made no representation or warranty, and therefore will assume no obligation, with respect to
the title, merchantability, condition. quality or fitness of the Property for any particular purpose, or for the
enforcement of any warranties or service agreement made or assigned to Lessee by the initial Lessor named
herein. Upon Lessee's receipt of written notice from Lessor of Lessor's sale. assignment or transfer of all or any
part of its interest hereunder, Lessee agrees to attorn to and recognize any such purchaser(s), assignee(s), or
transferee(s), (jointly if more than one) as tlle Lessor(s) under this Agreement. Upon assignment. Lessor is thereby
relieved of any further obligations. Upon written request Lessee agrees to executed and deliver such certificate or
other instruments as may reasonably be requested, including, but not limited to, a separate acknowledgment of
assignment and attornment certificate in the customary form as to any purchaser's. assignee's or transferee's right,
title and interest in. to and under this agreement, and w!ih respect to the Property and the payments thereafter due
and payable pursuant to this Agreement.
15. PERSONAL PROPERTY:
The Property is and shall at all times by and remain personal property. as described in Paragraph 6 (b).
16. LESSOR'S RIGHT TO PERFORM FOR LESSEE:
If Lessee fails to make any payment or perform or comply with any or its covenants or obligations
hereunder, Lessor may, but shall not be required to, make such payment or perform or comply with such covenants
and obligations on behalf of Lessee and the amount of nay such payment and the expenses (including but not
limited to reasonably attorney's fees) incurred by Lessor in performing or complying with such covenants and
obligations, as the case may be, together with interest thereon at the highest rate permitted by applicable law, shall
be payable by Lessee upon demand.
17. INTEREST ON DEFAULT:
If Lessee fails to pay any payment due under this Agreement, whether payments of rent under Paragraph
1, payment of taxes under Paragraph 2, or payment for performance by Lessor of Lessee's obligations, under
Paragraph 16 or otherwise, within fifteen days after the due date thereof, Lessee agrees to pay Lessor interest on
such delinquent payments from the date due until actually received in immediately available funds to Lessor at the
highest lawful rate permitted by applicable law.
18. NOTICES:
Any notices to be given or to be served upon any party hereto. in connection with this Agreement, must be
in writing and may be given by certified or registered mail, and shall be deemed to have been given and received
forty-eight (48) hours after a registered or certified letter containing such notice, postage prepaid, is deposited in
the United States Mail, and if given otherwise shall be deemed to have been given when delivered to and received
by the party to whom it is addressed. Such notice shall be given to the parties at their respective addressees)
designated on the signature page of this Agreement or at such other address as either party may hereafter designate
in writing.
19. MISCELLANEOUS:
(a) Lessee shall. whenever requested. advise Lessor of the exact location and condition of the
Property and shall give Lessor immediate notice of any attachment or other judicial process affecting the Property.
Lessor may, for the purpose of inspection. at all reasonable times enter upon any job. building or place where the
Property and the books and records of the Lessee with respect hereto are located.
(b) Time is of the Essence. No covenant or obligations hereunder to be performed by Lessee may be
waived except by the written consent of Lessor and waiver of any such covenant or obligation or a forbearance to
invoke any remedy on any occasion shall not constitute a waiver of such covenant or obligation or any other
covenant or obligation as to any other occasion and shall not preclude Lessor from invoking such remedy at any
later time prior to the Lessee's cure of the condition. giving rise to such remedy. Lessor's rights hereunder are
cumulative and not alternative.
(c) This Agreement shall be construed and governed in accord,illce with the laws of the State in
which Lessee is located. Should the Lessee be located in Florida both Lessor and Lessee hereby agree venue for all
legal action regarding this Agreement shall be in accordance with the laws oftlle State of Florida.
(d) This Agreement Constitutes the entire agreement between the parties and shall not be modified,
waived, discharged, terminated. amended. altered or chcU1ged in any respect except by a written document signed
by both Lessor and Lessee.
(e) Any term or provision of this Agreement found to be prohibited by law or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without. to the extent reasonably possible,
invalidating the remainder of this Agreement.
(f) The Lessor hereunder shall have the right at any time or times. by notice to Lessee to designate
or appoint any person or entity to act as agent or trustee of Lessor for ,U1y purposes hereunder.
(g) All transportation. drayage, rigging, transit insurance premiums and other charges payable for
delivery of the equipment to and from the premises of Lessee, and all installation, connect, disconnect and packing
charges, shall be paid by Lessee. Lessee will immediately notifY Lessor of any change occurring in or to the
Property or any change in Lessee's address, or in any act or cirClmlstance warranted or represented by Lessee to
Lessor, or if any Event of Default occurs.
(h) Use of the neuter gender herein is for purposes of convenience only and shall be deemed to mean
and include the masculine or feminine gender whenever and wherever appropriate.
(i) The captions set forth herein are for convenience of references only and shall not define or limit
any of the tenns or provisions hereof.
(j) Except as otherwise provided herein. this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs. executors, administrators, legal representatives, successors
and assigns. where permitted by this Agreement.
(I) The Statute of Limitation for any claim arising under tIris Agreement shall be one year from the
date said claim accrues.
20. LATE CHARGES:
Whenever any payment is not made by Lessee in full during the term of this Agreement, unless otherwise
terminated or expired, witltin thirty (30) days of the date due. Lessee agrees to pay to Lessor, not later than one
month thereafter, an amount equal to 5% of the full scheduled payment but only to the extent allowed by law. Such
amount shall be payable in addition to all amounts payable by Lessee as a result of exercise of any of the remedies
herein provided.
21. COMMERCIAL PURPOSES:
Lessee and Lessor agree that it is the intention of botIl parties that the equipment be used for
Governmental purposes only and Lessee represents and warrants that the Equipment is hereby leased solely for
governmental use.
22. ATTORNEY'S FEES:
In the event either party breaches the terms of this Lease. the non-breaching party shall recover from the
breaching party all costs and expenses incurred as a result of said breach. including without limitation, reasonable
attorney's fees, including fees incurred at the trial or appellate levels.
~ WITNESS WHEREOF. the parties have executed the Agreement as of the
L day of ft", 4.1: r . 1996.
LESSEE: CITY OF OCOEE
:TffiST H~
Jean Gb Clerk
~-iv~r~,4~
150 North Lakeshore Dr.. Ocoee, Florida 34761
Approved by the Ocoee City
Commission at a meeting held on
~\A c;l.I , T I.. . 1996 under agenda
item no. V J E..
For use and reliance only by the City of
Ocoee, Florida approved as to form ,md
:,ali ';ffi rr:tctt;r
Foley & Lardner, CITY ATTORNEY
v:
a P. Taylor
Government LeasinglLending Officer
989 South Federal Highway. Stuart. FL 3-1-994
EXHIBIT "An
:rOaD 'l'RUCES
~~~.Ja8:A' .' 2:uc:.k Cesa:t.ezo, .1iC;.
:z..~" Jo= YOUDg Pa:kway
Or~.~60 ~ 3280.
401-298-1000 Faz: 407-29.2-3550
~c, <%:Lt:r o.
1-' 0 B'. 1iakuhor. z:>>zo1. '9'.
Oc:oee J'L 3.761
656..6090
>>age 2. QJ: !S
07/12/1996
PRKPAJUm ay, LBV DZTSEr
xtJXJ6
. .
Qtl~ m I OCOD-1.
.0. OJ' UXI'rS a :1.
BQ17IP_Z.T nZT.l.XI.
( Price Level . 702 Koc!el Year .. 1997 Vera1oZ1 _ '9'2.0117.0.0 )
nBScun:tcar
u.
113" sse EeavyDuty 6X4 (LT951~)
Va1U.cle Type
Vell Des, TruCk
Veh Ser, On/Off Highway
Veh App, Construction, And Dump
. Terrain, Max 1.0%' Off-Highway
Rd. S~f, HiU"d- Packed, Natw:a.l Soil
, ,
lfB' ~e
.' WB-J.96 CA=13~ AFcz75 0AL-32 0
10 Frame
27.0 SM ~20,OOO PSI DoUble ~~n~el
Prame Snc1s, Rear Square CUt
3.0
~1D.a
Cat 3306C Mechanical
300 liP 1.300 RPM
56 Transmission
Puller aTO-~1908LL 10-Speed Overdrive
L:i Rear Axle
46QOO ~ Rockwell RT-46-160 Steel 18
Axle Rat1o.4.S9
LO . ~:~t ~.
~8000 1b pront Ax2e
l6 J':czli:: SWlpe:na1cm
18000 lb Capacity MUlci-Leaf, 54" Spreacl
4-7. ~ear Swspension
4-GOOO lb Hendricksen itT2.-4'O 54" Spacing
16' Brake
Air B~akes Front Cam 16.5" x 6"
.
!POllD 'rJ.t1CES
ltJlZPAJUm BY, :zv DXTSEY
..,."
Qt10TB ms OCOD-1
xc. rH ma-rs. 1
Peer- 2 of S
07/12/1.11'
('>>:i08 Level. 702 .od$l.Year. 1'97 Ver.1~. v2.06U.O.0 )
DBSOD'rIOJI'
~6. Brake (c:cmt)
Air Brakes Rear Cam 16.5" x 7"
L3
Axle Zquipmellt:/Dr:1ve].;i.:.
Brake Drums, Full cas,c, Front
Br~ D~, Full Cast, Rear
Xing Pin Bushings - Bronze
1J~2:feren~1aJ.,.n'-tsL-IU.:L.'=,~",,~2. ~"^"^ :>.........,
, Oi~ferenetal(8),Main,Non-Locking
Drag 'Link . Tie Rods, Graaaeabla
'HubS, Hrent, Ductile Iron
HubIJ1 Resr, DuctiJ.o IZ"Qn
Magnetic: Traps, Rear Axle, Drain , Pill
Dual Power Steering Ross ~-6S/RCS-S5
Wheel Seals pront, Grease Type
Wheel Seals Rear, C.R. Scotseal
li Brake Bq;u1pmen.t
ABS, .:mC~l.Qc:k BraJcQ ~Y"t. tdnJ - OBLJ!i'J:'E
Air Comp~ 1.3.2 CPM Bend.ix Tu.-1?lo 550
Air Dryer, Bendix AD-9 Heated
Air Reservoir, Steel
Brake Duse Shia~c1s
Drain Cocks - Manual
pa.rking Brake, Maxi II (4 Wheel)
Slack Adjusters Front Auto Gunite 5.5"
SJ.acK Adjusters Rear AutO Gunite 5.S.
s~ F~t Tire 81%. a ~g
Tubeless Radial 385/65R2~.S-~8 ~8,740
Goodyear Unistee1 G~86
S2 7ront Wheel
Cast Spoke 22.5x~2.25 1 pc
5:1.
aAar Tire S1s. 5 X!g
Tubeless Radial l1R22.5-16
General Ameri*D440
:R~ ' Wheel.
Cast Spoke 22.5xB.Z5 1 pc
23,~OO
s-~
I,
.
; ~
. ...-.---.-..... ------~._---_.-.-....---._.----
VOlLD 'rIt.VeES
PRuAI.ZD BY J LBV nz~sn
JmlIl9 ~
Peg. 3 o~ 5
07/12/1'J'J'
QUOn II) I OCOBB-l
5Q . OlP mr.t'.rS I 1
( >>~ieQ LeYe1 . 702 ~del'Year - ~'91 Varaiom _ v2.06U.O.O )
nKso.InIOJI
21 S1.aeper Box a BqW.pmclt
Non.S~eeper
Z2 ~ ,
S,t:ael, Cab, V~ue Int Trim, Mad Graphit:e
~3
Zz~i02: Cab Equ.:i.pIaAf:
CaD Maunt:, 'il.ear, CoIiventional. Rubber
<k11.1e, ,Painted
HO~ forward 'I'iJ.t.ing Pront 8IJ.I1
~::n# Single" Slec:tric'
~orna,Dual Air S1ngl~ Base
Mirrors Dual Western, Bright
Mirrors Convex. Dual 8" Bright
Mirror Arms, 96"
~oor Venc windows, Solar Tint.ed, La & RH
Splash ,Guard, , Wheel Lip - Rubber
wIndshield, ~ S1~e Glass, Solar Tinted
~1~sh1e1.d, W.1~rs, Interval" Blecti:1c
It I:t~i= Cab EquipmeAt
Air CPnditioning
Cigar Lighter Dash Mounted
H8ater~ Detroster/Dem1ster & Fresh Air
Radio Elec::ti:oni'c, AM/'!!'M Stereo
~o=. L~gn~, Cw.ntor M~~.d
steering ColUmn, Staeionary
Steering Wheel ~S" Diameter
Sun,V1sors LE, ~ RH
H
25 S~t1ng
~eat Belts Driver. Lap << Shou~der, 3 Pt
Seat 'Belts ~assang.r, Lap & Shoulder
Driver Na~ional Mid.S.'ck Air Suspension
Pass National Mid-Back Fixed Economy
'seat ,'trim, 'Nap~es Plain V1nyl
Lumbar Support" Ai:: I Driver
26 Ins~/~e/~.i~ah/W~ >>ev
Air Cleaner'Mtd Restriction Indicaeor
.
701lJ) "rIlTIeES
lIJt1atUSD &Y; r.JIV Dr:SEY
J4tJJrS6
QD'OT& :ml OCOD..1
JfO. ov UJ(n'S; :1
Pas- 4 of S
Q7/12/1996
( Price LcYe1 - 702 MOdal 'Year . 19'7 V~.1on - ~.O~.O.O )
DESCllIPTIOM'
26 tut/eJaUS'e/S,,:f.tch/W:: OfIY (c=.!:)
Gaug~., Electronic Cluster
Gauges RH Contro~ paneJ., Pla.t Gauge
Parkin~ Brake Control Dash Mounted
'nlrn 'Signal Sw:Lt.c:h, S1gnal Stat Non-Cane
Warning Light Ii. Buzzer - A1r Brakes
Blaatr:1.ciLl
Circuits, Customer Aoees8, IP Fuse Panel
Circuits, Access Circuits Connector
Au.to Circuit Breakers In Lieu Of Fuses
Vlasher Emergency
ltead Lig~ts I Two ilectangula.: Kalogen
Lights Cab Marker, (S Lights)
Tail Lig:b.ts, Two
Taillight Mpunting, Inside Frame Rails
Turn Signa]. & Side Marker COmbo Lamps
Turn Signals Rear/Sid~' 7aeing, Hood Mtd
27
28 A1t~tor
~t ~oo Amp De~co Internally Regula~ed
29 8atter~e8/30ze8/Cable.
Batt 2, 96 Amp 900 Cc::A. Motorcraft Grp 31
R-i'tt.$-ry ~nx T.if P'r'lmA Mr.d Aft ot Cab
32 ZXhaust Syatem
Itoriz Mu-ff &. Plain VB:;t. l?ipe Under Fraa:e
36 Clutch
Spicer SD 14~ 2-Place Ceramic
C~utc:h Housing, Cast Iron
37 BDgiAe Bqu1pm.a:t
Air C~.aner, Donaldson Si::1.g,le Stage
Air I~take Source, Outside Air
Engine Mounts, Compression Type
Engine Shu~off (Solenoid), Ignition Key
Fan Clutch, Kysor "On-Off"
.
~ ~
I'OJl:D ~J'ttJC::B
~U>>A3.ED . BY : 'Z.JCY DI'1'Sr.t,
J1BD196
>>aq. S of S
07/12/1996
QtJO'rE ID ~ OCQD..1
1IrO. OF WZ'rS. 1
( P~~ce Leve1 · 702 KOdel.Y.~. ~"7 Ve:a1oD. Y2.06U.O.O )
DBSC2.%PTtOl'
~1 ~iZIAl Bqu1p11101lt (C:OG.f:)
9'uel Pil.eer, Eng1ne Mtc1 Cae lP2299
Oil Pilter, Engine Mtd Cat ~065S
Heater, Air Intake :
'Hose, Radiacor, EPDM'Rubber
Blectric Starter
Starter Intarloek, clutch Pedal Actuated
Rad.iator, Nominal Cool ing
13 J-uel Tank
Steel~ 100 Gal LH 24" Dia cyl "rank
'4
Fuel t'&12k Bqu.1pm.en t
Fuel ~ankCs) Forward. Mounted
Fuel Tank Steps, Cab' Length
SC Paint, Solid Color
Pure White
i i
5' c.h&a.i. Bquipmamt
Bump~r Steel Swept Back Pai.nted
Tow Hooks pront
S~ 1U.<sal:Lan~ Op1:iOA&
Model Year, ~997 Phase II 1~3" BBe
:Dea1.er %:5 tal 1 eel
16' Dump Body 16/18 Yard
A1r Gate., Blectric 'I'arp
Pusher Axle wi Two ~ires & Wheels
FRBIGaT C'H~GB
, ' STAHDARJ) WAroC.ANTY COWRAGB ON/OFF HWY
.'
** TOTR~ PAGE.~~7 **
EXHIBIT "B"
--------------------------------------------------------------------------------
CITY OF OCOEE
07-26-1996 Pg
1
-------------------------------------------~-------------------------------------
compounding period...:
Quarter
Nominal annual rate..:
Effective annual rate:
riodic rate........:
~quivalent daily rate:
5.490 %
5.604 %
1. 3725 %
0.01525 %
CASH FLOW DATA
Event
Date
Amount
# Period End-date
1 Loan 08-06-96 66,498.00 1
2 PaYment 08-06-96 3,772.93 20 Quarter 05-06-01
AMORTIZATION SCHEDULE - Normal amortization, 360 day
Pmt Date PaYment Interest Principal Balance
Loan 08-06-1996 66,498.00
1 08-06-1996 3,772.93 0.00 3,772.93 62,725.07
2 11-06-1996 3,772.93 860.90 2,912.03 59,813.04
1996 totals 7,545.86 860.90 6,684.96
3 02-06-1997 3,772.93 820.93 2,952.00 56,861. 04
4 05-06-1997 3,772.93 780.42 2,992.51 53,86~.53
5 08-06-1997 3,772.93 739.35 3,033.58 50,834.95
6 11-06-1997 3,772.93 697.71 3,075.22 47,759.73
1997 totals 15,091.72 3,038.41 12,053.31
7 02-06-1998 3,772.93 655.50 3,117.43 44,642.30
8 05-06-1998 3,772.93 612.72 3,160.21 41,482.09
9 08-06-1998 3,772.93 569.34 3,203.59 38,278.50
10 11-06-1998 3,772.93 525.37 3,247.56 35,030.94
1998 totals 15,091.72 2,362.93 12,728.79
11 02-06-1999 3,772.93 480.80 3,292.13 31,738.81
12 05-06-1999 3,772.93 435.62 3,337.31 28,401. 50
13 08-06-1999 3,772.93 389.81 3,383.12 25,018.38
14 11-06-1999 3,772.93 343.38 3,429.55 21,588.83
1999 totals 15,091.72 1,649.61 13,442.11
15 02-06-2000 3,772.93 296.31 3,476.62 18,112.21
16 05-06-2000 3,772.93 248.59 3,524.34 14,587.87
17 08-06-2000 3,772.93 200.22 3,572.71 11,015.16
18 11-06-2000 3,772.93 151.18 3,621.75 7,393.41
2000 totals 15,091.72 896.30 14,195.42
9 02-06-2001 3,772.93 101. 47 3,671.46 3,721.95
_0 05-06-2001 3,772.93 50.98 3,721.95 0.00
2001 totals 7,545.86 152.45 7,393.41
Grand totals 75,458.60 8,960.60 66,498.00
EXHIBIT C
LEASE AGREEMENT
CERTIFICATE OF ACCEPTANCE
TO (LEASE OR LEASE PURCHASE) AGREEMENT NO.
DATED:
BETWEEN Riverside National Bank of Florida (LESSOR) AND City of Ocoee. (LESSEE)
To: Riverside National Bank of Florida
Gentlemen:
Lessee hereby certifies to you ("Lessor") that the items of Equipment which are described in the attached
Scheduled "A" have been delivered to the Lessee and that such Equipment has been inspected, received, and
accepted by the Lessee. The Lessee is delivering this Certificate of Acceptance to Lessor pursuant to that certain
Lease Agreement referenced above. Lessee understands that Lessor is relying upon this receipt as a condition for
making payment for the Equipment.
LESSEE: City of Ocoee
ATTEST:
BY:
By:
Date of Acceptance:
Lease Commencement Date:
Lease Term:
Equipment Location:
INCUMBENCY CERTIFICATE
I, Jean Grafton do hereby certifY that I am the duly elected or appointed and acting
Secretary/Clerk of the City of Ocoee a political subdivision or agency duly organized and
existing under the laws of the State of Florida. that I have custody of the records of such entity, and that, as of the
date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the
offices set forth opposite their respective names. I further certify that (i) the signatures set opposite their respective
names and titles are true and authentic signatures and (ii) such officers have the authority on behalf of such entity
to enter into that certain Lease! Agreement dated ft I( ~ l.4.s, 'r ~ ,1996 between such entity and Riverside
National Bank of Florida
NAME
S. Scott Vandergrift
TITLE
Mavor
$G~~ ()(p4~*
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto
l..+!, dayor /l"~"<r .l~bd~
Jeae) Grafton, City Cler
(SEAL)
this
OPINION OF LESSEE COUNSEL
I am counsel for the Lessee in connection with this Lease transaction. Having
documents, it is my opinion that:
1. The Lessee is a duly constituted political subdivision of the State of Florida an s authorized by the
Constitution and laws of the State of Florida to enter into the transaction contem ted by the Lease, and to
carry out its obligations thereunder.
2. The Lease has been duly approved, authorized. executed and delivered by e Lessee and constitutes a valid,
legal and binding obligation of the Lessee enforceable in accordance wi
3. There are no action, suits or proceedings pending or, to the knowle ge of the Lessee, threatened against or
affecting the Lessee in any court or before any governmental ommission, board or authority, which if
adversely determined, will have a material adverse effect on ability of the Lessee to perform its obligation
under the Lease.
Very truly yours,
~\;\-l
~/J ~iJ\'S
c~ U'\I. V'
,\
By:
(SI0,000,000 Small Issuer)
Attached to and made a part of the certain Lease Agreement ("Agreement") dated as of this b -r:i day of _
Pr\l.Gu., r . 1996 by and between Riverside National Bank of Florida, as Lessor and City of Ocoee, as Lessee.
.
1. Lessee has not issued. and reasonably anticipates that it and its subordinate entities will not issue, tax exempt
obligations (including the Agreement) in the amount of more than SIO,OOO,OOO. as a "qualified tax exempt obligation"
within the meaning of Section 265 (b) (3) of the Internal Revenue Code of 1986. as amended ("Code"); and agrees that
it and its subordinate entities will not designate more than $10.000,000. of their obligations as "qualified tax exempt
obligations" during the current calendar year.
2. The parties assume and intend that the agreement will qualify as a "qualified tax exempt obligation within the meaning
of Section 265 (b) (3) (B) of the Code. In the event that Lessor either (i) receives notice from the Internal Revenue
Service; or (ii) reasonably detenrunes. based on an opinion of independent tax counsel selected by Lessor and approved
by Lessee, which approval Lessee shall not reasonably withhold, that the otherwise applicable exception set forth in
Section 265 (b) (3) of the Code is not available. then Lessee shall pay to Lessor during the term of the Lease, unless
otherwise terminated or expired. within thirty (30) days after receiving notice from Lessor of such event. the amount
which with respect to rental payments previously paid, will restore the after-tax yield on the transaction evidenced by
the Agreement to that which it would have been had such exception been available. and pay as an additional rent on
succeeding rent payment due dates such amounts as will maintain such after-tax yield.
3. The obligations of Lessee hereunder which accrue during the teml of the Agreement shall survive termination of the
agreement.
-+. The parties agree that this Rider is an integral part of the Agreement.
Date: A 1A6"~ ILJ i9?~
:~~~
LESSEE: City of Ocoee
:5: ~~vt,.x.~
BY: S. Scott Vandergrift. Mayor
For use and reliance only by the City of
Ocoee, Florida approved asAo fonu. and
legalW~sh- dav of /1\J5..&f-. 1996.
Bv (]I {.L..)'- ~ ~
Foley & Lardner. CITY A ITO Y
Approved by the Ocoee City
Commission at a meeting held on
J:\UGUST ~ . 1996 under agenda
item no."tt e
a P. Taylor
Government Leasing /Lending Officer
989 South Federal Highway
Stuart, Florida 34994
FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO
JACKSONVILLE
LOS ANGELES
MADISON
MILWAUKEE
CRAMENTO
POST OFFICE BOX 2193
ORLANDO, FLORIDA 32802-2193
111 NORTH ORANGE AVENUE, SUITE 1800
ORLANDO, FLORIDA 32801-2386
TELEPHONE (407) 423-7656
FACSIMILE (407) 648-1743
SAN DIEGO
SAN FRANCISCO
TALLAHASSEE
TAMPA
WASHINGTON D.C.
WEST PALM BEACH
WRITER'S DIRECT LINE
August 6, 1996
Riverside National Bank of Florida
989 South Federal Highway
Stuart, Florida 34994
Re: Lease Agreement for a Ford, 1997 LTS 9000
Dump Truck
Gentlemen:
As counsel for the City of Ocoee, Florida ("Lessee"), we have examined the
unexecuted original of the Lease Agreement (the "Agreement") undated, between Lessee and
Riverside National Bank of Florida ("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 July 26, 1996. 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 Property 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 VITI of the Constitution of the State of Florida and Chapter 166,
Florida Statutes, and Resolution No. 96-22 (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
ESTABLISHED 1842
Riverside National Bank of Florida
August 6, 1996
Page 2
commercially reasonable manner and only to the extent that a deficiency remains after pursuing
such remedy. Any such compensatory damages may be limited to the then applicable purchase
price.
4. To the best of our knowledge, no action, suit or litigation is pending or
threatened in any court or other tribunal, state or federal, or before any governmental
commission, board or authority, which if adversely determined, will have a material adverse
effect on the ability of the Lessee to perform its obligation under the Agreement.
5. 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.
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
fJ1IAJij
By:
Paul E. Rosenthal, a partner
cc: City of Ocoee
C:\ WPS 1 IOOCS\RlVERSID.LTR /819/96118WOl 0 : PER:jh