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HomeMy WebLinkAboutResolution 94-03 RESOLUTION NO. 94-03 . A RESOLUTION OF THE CITY OF OCOEE, FLORIDA APPROVING AN EQUIPMENT LEASE/PURCHASE AGREEMENT WITH LIBERTY NATIONAL BANK AND TRUST COMPANY OF KENTUCKY AND DESIGNATING IT AS A QUALIFIED TAX-EXEMPT OBLIGATION RESOLVED, that this City enter into a certain Municipal Lease- Purchase Agreement wi th LIBERTY NATIONAL BANK AND TRUST COMPANY OF KENTUCKY (hereinafter called "Lessor") in substantially the form attached hereto and by this reference made a part hereof (the "Equipment Lease") and that this City lease equipment from Lessor pursuant to the terms of such Equipment Lease; and that the Mayor and the City Clerk of this City be and hereby are authorized and directed in the name and on behalf of this city to execute the Equipment Lease with Lessor in substantially the form presented at this meeting, with such changes therein and additions thereto as shall be approved by such officers who execute the same, and such execution shall be conclusive evidence that each such document so executed has been authorized and approved by this vote. FURTHER RESOLVED, that the City commission of the City of Ocoee, Florida finds that a true and very real need exists for the acquisition of the Equipment described in the Equipment Lease and that such acquisition is in the best interests of the City of Ocoee. FURTHER RESOLVED, that the City commission of the City of Ocoee, Florida finds that the City of Ocoee has taken the necessary steps, including compliance with any applicable legal bidding requirements, under applicable law to arrange for the acquisition of such equipment. FURTHER RESOLVED, that the obligations of the City under the Equipment Lease be hereby designated, pursuant to Section 265 (b) (3) (D) of the Internal Revenue Code of 1986, as amended (hereinafter called the "Code"), as comprising a portion of the $10,000,000.00 in aggregate issues which may be designated as "Qualified Tax-Exempt Obligations" eligible for the exception to the general rule of the Code which provides for a total disallowance of a deduction for interest expense allocable to the carrying of tax-exempt obligations. . FURTHER RESOLVED, that the Mayor and the City Clerk of this City be and hereby are authorized to execute and deliver such other instruments and take such other actions as they shall deem necessary and desirable for the purpose of carrying out these resolutions and consummating the transactions contemplated by the Equipment Lease. FURTHER RESOLVED, that the foregoing resolutions shall remain in full force and effect until written notice of their . . amendment or rescission shall have been received by Lessor and that receipt of such notice shall not affect any action taken by Lessor prior thereto. FURTHER RESOLVED, that the Clerk of this City be and hereby is authorized and directed to certify to the Lessor the foregoing resolutions and that the provisions thereof are in conformity with the charter of this city. Irt! ADOPTED this ~ day of February, 1994. ATTEST: lerk (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY 01' OCOEE, FLORIDA. APPROVEjl AS TO FORM AND LEGALITY this ~ day of February, 1994. ::~EY r;~ city Attorney C:\WPSl IDOCSIPERILEGALIRESOLUfE 12I1019411SWOIS I PER:dp APPROVED: CITY 01' OCOEE, FLORIDA APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON THE DATE INDICATED ABOVE UNDER AGENDA ITEM NO."'SZl. ~ ~ Agr=mcntNo. MUNICIPAL LEASE-PURCHASE AGREEMENT LESSOR: Liberty National Bank and Trust Company of Kentucky . 312 South Fourth Avenuc, Suite 400 Louisville, Kentucky 40202 T P~R' City of Ococc, Florida ISO North Lakcshore Drive Oc:occ, Florida 34761 This Municipal Lease-Purchase Agn:cmcnt (the "Agrecment")entcred into between Liberty National Bank &: Trust Company or Kentucky ("Lessor"), and City or Oc:occ, Florida ("Lcsscc"), a body corporate and politic duly organized and existing UDder the Jaws of the State orFlorida ("State"); WlTNESSBTH: WHEREAS, Lessor desires to lease the Equipment, as hereinafter defined, to Lcucc, and Lcucc desires to lc:asc the Equipment from Lessor, subject to the tenDs and conditions or and for the purposes set forth in this Agrccmcnt; and WHEREAS, Lessee is authori2x:d UDder the Constitution and laws of the State to enter into this Agreement for the purposes set forth herein; NOW, THEREFORE, for and in consideration of the premises hereinaftercontaincd. the parties hereby agree as follows: ARTICLE I COVENANTS OF LESSEE Lessee represents, covenants and warrants, for the benefit of Lessor and its assignees, as follows: (a) Lessee is a public body, corporate and politic, duly organized and existing under the Constitution and laws of the State. (b) Lcssccwill do or cause to be done all things ncccssaryto prcscrveand keep in full forccand efl'ectits cxist.cnccas a body, corporate and politic. (c) Lcsscc is authori2x:d under the Constitution and laws of the State to enter into this Agreement and the transaction contemplated hereby, and to perform all of its obligations hereunder. (d) Lessee has been duly authori2x:d to cxecute and deliver this Agreement under the teImS and provisions of the resolution of its governing body, attached hereto as Exhibit A, or by other appropriate ofilcia1 approval, and further repn:scnts, covenants and warrants .at all requirements have been met, and procedures have occurred in oIder to ensure the enforceability of this Agrccmcnt, and Lcsscc as complied with such public bidding requirements, if any, as may be applicable to this Agreement and the acquisition by Lcsscc of the Equipment hereunder. Lcsscc shall cause to be executed an opinion of its counsel substantially in the fOIm attached hereto as Exhibit B. (e) During the term of this Agrccmcnt, the Equipment will be used by Lcsscc only for the purpose of performing one or more essential governmental or proprietary functions of Lcsscc consistent with the pconissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than the Lessee. Agrccmcnt No. (0 During the period this Agreement is in force, Lessee willannuaJly provide Lessor with such current financial statements. budgets. proof of appropriation for ensuing fISCal year or such other financial information relating to the decision of Lcsscc to continue this Agrccmcnt as may be reasonably requested by Lessor or its assignee. (g) The Equipment will have a uscfullife in the hands of the Lcsscc that is substantially in excess of the Original Term and all .encwa.1 Terms. (h) The Equipment is, and during the period this Agrccmcnt is in force will remain, personal property and when subjected to use by the Lcsscc under this Agrccmcnt. will not be or become fixtures. I AR.TICLB II DEFINITIONS The following tctms will have the meanings indicated below unless the context clearly requires otherwise: "Agreement" means this Municipal Lease-Purchase Agreement. including the Exhibits attached hereto, as the same may be supplemented or amended from time to time in accordance with the tctms hereof. "Commencement Date" is the date when the tcIm of this Agrccmcnt begins and Lcsscc's obligation to pay rent accrues, which date shall be the date as indicated on the CertifICate of Ac:ccptancc attached hereto as Exhibit F. "Equipment" means the property described in Exhibit D and which is the subject of this Agreement. "Lease Term" means the Original Term and all Rencwa.1 Terms provided for in this Agrccmcnt under Section 4.01. "Lessee" means the entity which is dcscn'bcd in the first paragraph of this Agrccmcnt and which is leasing the Equipment from Lessor under the provisions of this Agrccmcnt. "Lessor" means (i) Liberty National Bank &: Trust Company of Kentucky, acting as Lessor hereunder; (u1 any surviving resulting or transfcrcc corporation; and (iii) except where the context requires othcrwisc, any assignee(s) of Lessor. "Original Term" means the period from the Commencement Date until the end of the fiscal year of Lcsscc in effect at the Commencement Date. "Purchase Price" means the amount indicated with respect to any date after payment of all Rental Payments (defmed below) due through such date, all as set forth in Exhibit E hereto, or Supplemental Exhibit E hereto, as the case may be. "Renewal Terms" means the automatic renewal terms of this Agrccmcnt as provided for in Article N of this Agreement. each having a duration of one year and a tean co-extensivc with the Lessee's fiscal year, except the last of such automatic renewal tctms which shall end on the due date of the last Rental Payment set forth in Exhibit E to this Agrccmcnt. "Rental Payments" means the basic rental payments payable by Lessee pursuant to the provisions of this Agrccmcnt during the Aasc Term, payable in consideration of the right of Lessee to use the Equipment during the then current portion of the Lease Term. ~ental Payments shall be payable by Lessee to the Lessor or its assignee in the amounts and at the times during the Lease Term, as set forth in Exhibit E of this Agreement. "Vendor" means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer from whom Lessor purchased or is purchasing the Equipment. 2 Agt'l:lCIDCD.t No. ARTICLEm LEASE OF EQUIPMENT Lessor hereby dcm.iscs, leases and lets to Lessee, and Lessee rents, 1casc:s and hires from Lessor, the Equipment, in aa:ordaDc:c with the provisions of this Agreement, to have and to hold for the Lease Tcnn. . ARTICLE IV LEASE 'I'BR.M ; Section 4.01. Commencement of Lease Tenn. The Original Term of this Agrccmcnt shall commence on the Commencc:mcnt Date as indicated in Exh1'bit F and shall tcm1inate on the last day of Lessee's c:um=nt fiscal year. Lessee may renew this Agreement beyond the expiration of the Original Tcan. or beyond the expiration of any subsequent Renewal Tcan. up to the number of additional fiscal years provided in Schedule E of this Agrccmcnt by appropriating su.trJcicnt funds to make sr.~ulcd Rental Payments for the ensuing fiscal year (each a "Renewal Term"). Terms and conditions during any Renewal Term shall be the same as the tcmJs and conditions during the Original T can. except that the Rental Payments shall be as provided in Exhibit E of this Agrccmcnt. Section 4.02 Tennination of Lease T enn The Lease Term will terminate upon the earliest of any of the following events: (a) The expiration of the final Renewal Term of this Agxecmcnt and the payment by Lessee of all Rental Payments authorizlcd or required to be paid by Lessee hereunder; (b) The nonrencwa1 of this Agreement in the event of nonappropriation of funds pursuant to Section 6.06; (c) The exercise of Lessee of the option to purchase the Equipment before expiration of this Agreement granted under the provisions of Articles IX or XI of this Agreement; or (d) A default by Lessee and Lessor's election to teaninatc this Agreement under Article xm. Section 4.03. Return ofEauipment on Tennination. Upon expiration or earlier tcm1ination of the Original Term or any Renewal Term under any provision of this Agreement at a time when Lessee docs not exercise its option to purchase the Equipment granted under the provisions of Articles IX or XI of this Agreement, Lessee hereby agrees to voluntarily deliver the Equipment to Lessor packaged or otherwise prepared in a manner suitable for shipment by truck or rail common camer at a location specified by Lessor. ARTICLE V ENJOYMENT OF EQUIPMENT Lessor hereby covenants to provide Lessee during the Lease Term with quiet use and enjoyment of the Equipment, and Lessee shall during the Lease Term peaceably and quietly have and hold and enjoy the Equipment, without suit, trouble or hindrance from Lessor, except as expressly set forth in this Agreement. _ Lessor shall have the right at all reasonable times during business hours to enter into and upon the property of Lessee for the ~urpose of inspecting the Equipment. 3 AgmcmcntNo. ARTICLE VI RENTAL PAYMENTS Section 6.01. Rental P:1vments to Constitute a Current E~~c ofLessec. Lessor and Lessee understand aDd intend that the obligation of Lessee to pay Rental Payments hereunder shall constitute a CUIICnt cxpcnsc of Lessee out of its available non-ad valorem .venucs aDd shall not in any way be construed to be a debt ofLcsscc in contravention of any applicable constitutiooal or statutory limitations or requiRmcnts conc:cming the creation of indebtedness by Lcsscc. Nothing contained herein shaII constitute a pledge of the Lessee's general tax ICvenucs, funds or monies. Section 6.02. Pavment of Rental Payments. During the Original Tcrm and during cacl1 Renewal Term eJected by Lcsscc. Lessee shall pay Rental Payments. c:xc1umely from legally available funds, in lawful money of the United States of America to Lcaor or, ju the C\IC1lt of assignment by Lessor, to its assigncc, in the amounts and on the dates set forth in Exhibit E hereto. Rental Payments shall be in consideration for Lessee's use of the Equipment during the applicable year in which such payments arc due. Section 6.03. Interest and PrincinaJ Component~. A portion of each Lcaso Rental Payment is paid as. aDd n:prescnts payment of, interest, aud the balance of cacl1 Rental Payment is paid as. and rc;pt(;otl(;4ts payment of principaJ. Exhibit E hereto sets forth the interest component and the principal component of cacl1 Rental Payment during the Lease Term. Section 6.04. Rental Pavments to be Unconditional. During the Original Term and during each Rcnewa1 Term cJcctcd by Lessee, the obligations of Lessee to make payment of the Rental Payments required 1UIdcr this Article VI aud other sections hereof aud to pcrfoan and observe the covenants and agrccmcnts contained herein shall be absolute and uJlCOllditiooal in aD C\IC1lts. except as expressly provided 1UIdcr this Agreement. Notwithstanding any dispute between Lessee and Lessor, any Vendor or any other person. Lessee agrees to pay all Rental Payments when due and shall not withhold any Rental Payments pending final resolution of such dispute. nor shall Lessee assert any right of set-off or counterclaim against its obligation to make such payments when required 1UIdcr this Agrc:cmcnt. Lessee's obligation to make Rental Payments during the Original Term or the then CUIICnt Renewal Tcrm c1ccted by Lessee shall not be abated through accident or unfon:sccn circumstances. Section 6.05. Continuation of Lease Tenn bv Lessee. Lessee intends, subject to the provisions ofScction 6.06, to continue the Lease Term through the Original Term and all the Rental Payments hereunder. Lessee ICasonably bclic'Vl:S that legally available funds from non-ad valorem tax sources in an amount sufficient to make all Rental Payments during the Original Tcrm and each of the Renewal Terms can be obtained. Lessee further intends, subject to the provisions of 6.06, to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments may be made, including making provision for such payments to the extent necessary in each biannual or annual budget submitted and adopted in accordance with applicable provisions of state law, to have such portion of the budget approved. Section 6.06. Tennination bv Nonatll'ropriation. In the event Lessee docs not appropriate sufftcient funds for the payment of the Rental Payments scheduled to be paid in next occuring Renewal Term then. Lessee may, not withstanding any other provision contained herein to the contrary, tenninate this Agreement at the end of the then current Original Term or Renewal Term. aud Lessee shall not be obligated to make payment of the Rental Payments provided for in this Agreement beyond the end of the then CUIICnt Original orRenewa1 Term. Lessee agrees to deliver notice to Lessor of such termination prior to the adoption of the RencwaI Term's Budget. . 4 Agrccmcnt No. ARTICLB vn TITLE TO EQUIPMENT Section 7.01. Title to the EqJlinment.. During the tctm oCthis Agrccmcn~ title to the Equipment and any and all additions. repairs. replacements or modiiu:ations shall vest in Lcsscc. subject to the rights oC Lessor under this Agrccmcnt.. In the c:vcnt oC deCault as set &rth in Section 13.02 or nonappropriation as set forth in Section 6.06, Lessee agrees to swrcndcrpossession of the Equipment to ~r. Lessee and Lessorintcnd for federal income tax purposes UDder the Intcma1 Revenue Code oC 1986, as amended, that this Agreement constitutes a financing lcaso or an installment sale contract rather than a true Icasc. Section 7.02. Notice FUine. Lcsscc agrees to execute Cor infoanational purposes a notice filing financing statement as attached hereto. I- ARTICLB VIII MAINTENANCE; MODIFICATION; TAXES; INSURANCB AND 0THBIl CHAllGES Section 8.01. Maintenance ofEqpil'"lent hy Lessee. Lcsscc agrees that at all times during the Lease Term Lessee will, at Lcsseo's own cost and cxpcnsc, maintain, prescrw and keep the Equipment in good repair, working oIder and condition, and that Lcsscc wiD from time to time make or cause to be made all ncccssary and proper repairs, rcplaccments and.n:ncwa1s. Lessor shall have no responsibility in any oC these matters, or for the making oC improvements or additions to the Equipment. Section 8.02. Taxes.. Other Governmental Charees and Utility Ch~. The parties to this Agreement contemplate that the Equipment wiD be used for a governmental or proprietary purposes of Lcsscc and. therefore, that the equipment wiD be exempt from all taxes pn:scntly assessed and levied with respect to personal property. In the event that the use., possession or acquisition oC the Equipment is found to be subject to taxation in any foan (exccpt for income taxes of Lessor). Lcssccwill pay during the Lease Term, as the same respectively come due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment and any equipment or other property aoquiRd by Lcsscc in substitution for, as a.n:ncwa1 or replacement of, or a modification, improvement or addition to the Equipmen~ as well as all gas. water, steam. electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance. use, occupancy and upkeep of the Equipment; provided that, with respect to any governmental charges that may lawfully be paid in installments over a period oC years, Lcsscc shall be obligated to pay only such installments as have accrued during the time this Agreement is in effect. Section 8.03. Provisions RCl:'3rdinf Insurance. At its own expense, Lcsscc shall cause casualty, public liability and property damage insurance to be carried and maintained, or shall demonstrate to the satisfaction oCLcssor that adequate self-insurance is provided with respect to the Equipment, sufficient to protect the Full Insurable value (as that tean is hereinafter defined) oC the Equipment, and to protect Lessor from liability in all events. All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agrcemc:nt. Lcsscc shall furnish to Lessor certificates evidencing such coverage throughout the Lease T cm1. Alternatively, Lcsscc may insure the Equipment under a blanket insurance policy or policies which cover not only the Equipment but other properties. If Lessee insures similar properties by self-insurance. Lessee will insure similar properties by self-insurance, Lcsscc will insure the Equipment by means of an adequate insurance fund. The "Full Insurable Value" as used herein shall mean the full repIaccment value of the Equipment. . An.y insurance policy pursuant to this Section 8.03 shall be so written or endorsed as to make losses, if any, payable to Lcsscc and soras thcirrespcctive intcrcstsmay appear. The Net Proceeds (as defined in Section 9.01) of the insurance required in this Section 8.03 shall be applied as provided in Article IX hereof. Each insurance policy provided for in this Section 8.03 shall contain a provision to the effect that the insurance company shall not cancel the policy or modify itmatcria1ly and adversely to the interestofLcssor without first giving written notice thereof to Lessor at least 30 days in advance of such cancellation. Section 8.04. Advances. In the event Lessee shall fail to maintain the full insurance coverage required by this Agrccmcnt ~ 5 Agreement No. fail to kCCi' the Eauinment in \load rcnair and onerntin~ condition. Lessormay (but shall be UDder no obligation to) purchase the required policies of insurance and pay the premiums nca:ssary and provide for payment thereof; and all amounts so advanced therefore by Lessor shall become additional rent for the then current Original Term or RencwaI Term. which amount&, togethcrwith inteRSt thereon at the rate of 12"10 per annum. Lessee agrees to pay. . ARTICLE ]X DAMAGE, DESTRUCIlON AND CONDBMNATION: USE OF NET PR.OCEEDS Section 9.01. Dama2e.. Dcstmction and Condemnation. Unless Lcsscc shall have cxcrciscd its option to purchase the Equipment by making payment of the Purchase Prjg: as provided herein. if prior to the tem1iDation of the Lcuc Term (a) the Equipment or any portion thereof is destroyed (m whole or in part) or is damaged by fire or other casualty or (b) title to. or the temporary use of the Equipment or any part thereof or the estate of Lcsscc or Lessor in the Equipment or any part thereof shall be taken under the cxcm::isc of the power eminent domain by any govcmmcntaJ body or by any pcESOD, fum or corporation acting under ~taJ authority, Lessee and Lessor will cause the Net.Proc:ccds of any insuranc:c claim or condemnation award to be applied to the prompt repair. rcstoratioD, modifIcation or impro'Yl:lmCDt of the Equipment. Any balance of the Net .Proc:ccds remaining after such work has been completed shall be paid to Lcsscc. For purposes of Section 8.03 and this Article IX, the term "Net Proceeds" shall mean the amount l"I"ft'UIining from the gross proceeds of any insurance claim or condemnation award after deducting all cxpcnscs (UJcluding attorney's fcc:s) incw:rcd in the collection of such claims or award.. Section 9.02. Insufficiency of Net Proc:ceth. If the Net Proceeds arc insufT.Jcicnt to pay in full the cost of any repair. rcstoratioD, modifIcation or improvement refetred to in Section 9.01 hereof. Lessee shall either (a) complete the work and pay any cost in cxc:css of the amount of Net Proceeds. and Lessee agrees that ifby reason of any such insufi'"tciency of the Net Procccds, Lessee shall make any payments pursuant to the provisions of this Section 9.02, Lessee shall not be entitled to any reimbursement therefore from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Article VI hereof or (b) if Lessee is not in default hereunder. Lessee shall pay to Lessor the amount of the then applicable Purchase Price. and, upon such payment, the Lease Tmn shall terminate and Lessor's inteRSt in the Equipment shall terminate as provided in Article XI of this Agrccmcnt. The amount of the Net .Proc:ccds in excess of the then applicable Purchase Price. if any, may be retained by Lessee. ARTICLE X DISCLAIMER OF W.ARRANTIES; VENDOR'S W ARRA:NTIES; USE OF EQUIPMENT Section 10.01. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR REPRESENTATION. EITHER. EXPRESS OR IMPLIED. AS TO THE VALUE, DESIGN, CONDmON, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR WARRANTY WI11i RESPECI' THERETO. In no event shall Lessor be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agrccmcnt or the existence. furnishing, functioning or Lessee's use of any item or products or services provided for in this Agreement. . 6 Agrocmc:ntNo. Section 10.02. Vendor's Warrnnties.. Lessor hereby irrevocably appoints Lcsscc its agent and attorney-in-fact during the Lease T crm. so long as Lcsscc shall not be in default hereunder. to assert from time to time whatever claims and rights. including warranties of the Equipment.. which Lessormay have against the Vendor of the Equipment. Lcsscc'ssole remedy for the bICllCh of such warranty. indemnification or representation shall be against the Vendor of the Equipment.. and not against the Lessor. nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement.. including the right to receive full and timely payments hereunder. Lcsscc expressly acknowledges that Lessor makes, and has made. no rcprcsen.tation or warranties .hatsocver as to the existence or availability of such warranties of the Vendor of the Equipment. Section 10.03. Use of the Eaninment. Lcsscc will not in.sta1l. use. operate or maintain the Equipment improperly, C3Ielcss1y, in violation of any applicable law or in a mlU1J1Ct' contrary to that contemplated by this Agrcc:mcnt. Lessee shall provide all permits and lk:cnscs. if any, necessary for the installation aDd operation of the Equipment. In addition. Lessee agrees to comply in all rcspccts ('mc1uding, without limitation, with respect to tho usa, maintenance and operation of each item of tho Equipment) with allIaWII of t,JJ.c jurisdictions in which its operations involving any item ofEquipmcnt may cxtcD.d and any legislative, accutivc, administrative or judicial body exercising any power or jurisdiction over the items of the Equipment; provided, however. that Lessee may contest in good faith the validity or application of any such law or rule in any reasonable 1DlU1J1Ct' which docs not, in the o~ion of the Lessor. advencly affect the estate of Lessor in and to any of the items of the Equipment or its interest or rights under this AgRlCIDCnt. ARTICLB XI OPTIONTOPURCHASB A t the t'eQllcst of Lessee, Lessor's interest in the Equipment and additional Rental Payments will be tetminated and this Agreement shall tetminate: (a) At the end of the final Renewal Term. upon payment by Lessee of all Rental Payments scheduled as set forth in Exhibit E to this Agrccmcnt; or (b) if the Lease Term is tcnninated pursuant to Article IX of this Agreement, in the event of total damage. destruction or condemnation of the Equipment; or (c) any time when Lcsscc is not on such date in default under this Agrccmcnt, upon payment by Lcsscc of the then applicabJc Purchase Price to Lessor. Upon the occurrence of any of such events, Lessor shall deliver a Bill of Sale of its remaining interest in the Equipment to Lcsscc "AS IS - WHERE IS" without additional cost or payment by Lessee. ARTICLE XII ASSIGNMENT, SUBLEASING, INDEMNIFICATION MORTGAGING AND SELLING Section 12.01. Assj~ment bv Lessor. This Agrccmcnt, and the obligations ofLcsscc to make payments hereunder, may be assigned and reassigned in whole or in part to one or morc assignees aDd subassignccs by Lessor at any time subsequent to its execution, without the necessity of obtaining the consent of Lcsscc; provided. ho\VCver, that no such assignment or reassignment shall be effective AIess and until (i) Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee ~r subassignc:c. aDd (ii) in the event that such assignment is made to a bank or trust company as trustee for holders of certificates representing interest in this Agrccmcnt, such bank or trust company agrees to maintain, or cause to be maintained, a book-Qtry system by which a record of names and addresses of such holders as of any particular time is kept and agrees, upon request of the Lcsscc, to furnish such information to Lcsscc. Upon receipt of notice of assignment, Lcsscc agrees to reflect in a book entry assignee designation in such notice of assignment, and to make all payments to the assignee designated in the notice of assignment, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Agrccmcnt or otherwise) that Lcsscc may from 7 A&Locm:.nt No. time to time have against Lessor, or the assignee. Lessee agrees to execute all documents which may be reasonably requested by Lessor or its assignee to protect their interests in this Agreement. Section 1202. No Sale, AssiWlmcnt or Subleasin, bv Lessee. This Agreement and the interest ofLcsscc in the equipment may not be sold. assigned or encumbered by Lessee without the prior written consent of Lessor or aaignc:c. . Section 1203. Release and Indemnification Covenants. To the c:xtcnt pem1ittcd by the laws aDd Constitution of the State, I..csscc shall protect, hold harmless aDd indemnify Lessor from and against any and all liability, obligations, losses, claims aDd damages whatsoever. regardless of cause thereof. aDd cxpcn.scs in conncct:ion therewith. including, without limitati~ counsel fees and cxpcnscs, penalties and interest arising out of or as the result of the entering into this Agl'CCZD'nt, the ownership of any item of the equipment, the ordering, acquisition. use, operation. condition. purchase, delivery, rejection. storage or return of any item of the equipment or any accident in connection with the operation. use, condition. posscuion. storage or retum of any item of the equipment resulting in cUp:nage to property or injury to or death of any person. The indcmnif'lClltion arising under this paragraph shall continue in full force and etl'ect notwithstanding the full payment of all obligations under this Agrccmcnt or the termination of the lease tcm1 for any reason. Lcsscc agrees not to withhold or abate any portion of the payments required pursuant to this Agreement by reason of any defects, malfunctions, breakdowns or in.tir.mitics of the equipment. Lessee acknowledges that Lessors yield with xespcct to this Agreement is dependent upon the full amount of each lease rental payment being excluded from Lessors income pursuant to Section l03(a) of the United States Internal Revenue Code of 1986 as amended (the "Code"). Accordingly, if at any time. as a result of a determination that Lessee has breached a representation or covenant contained herein. or as a result of any change in the Code. any payment of either the interest component or the principal component of any lease rental payment is, in the opinion of counsc1 for the Lessor, subject to or affected by any income. preference, excess profits, minimum or other federal tax, Lcsscc shall pay. as additional interest, an amount which is ncccssaryto provide to Lcssorthe same net income as Lessor would have rcc::cived but for such event. Lessors calculations of such additional interest shall be binding upon Lcsscc in the absence of manifest error. ARTICLE xm EVENTS OF DEFAULT AND REMEDIES Section 13.D1. Events of Default Defmed. The following shall be "events of default" under this Agrccmcnt and the tcIms "event of default" and "default" shall mean. whenever they are used in this A&,ccmcnt, anyone or more of the following events: (a) Failure by Lessee to pay any rental payment or other payment required to be paid hereunder at the time specified herein; and (b) Failure by Lessee to observe aDd pcrfoan any covenant, condition or agreement on its part to be observed or performed. other than as referred to in Section 13.0 1 (a), for a period of 30 days aftcrwrittcn notice, specifying such failure and requesting that it be remedied as given to Lessee by Lessor. unless Lessor shall agree in writing to an extension of such time prior to the expiration, provided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected. The foregoing provisions of this Section 13.01 are subject to (i) the provisions of Section 6.06 hereof with respect to nonappropriation; and (ll) ifby reason of force mlijeure Lessee is unable in whole or in part to carry out its agreement on its part herein .ntaincd, other than the obligations on the part of Lessee contained in Article VI hereof, Lessee shall not be deemed in default during e continuance of such inability. The tean "force majeure" as used herein shall mean. without limitation. the following: acts of God; strikes, lockouts or other employee relations disturbances; acts of public enemies; orders or restraints of any kind of the govcrmnent of the United States of America or the state wherein Lessee is located or any of their departments. agencies or officials, or any civil or military authority, insurrections; riots; landslides; earthqua1ccs; fires; storms; droughts; floods; or explosions. 8 Agrcc:mcnt No. Section 13.02. Remedies on Default. Whenever any event of default refetred to in Section 13.01 hereof shall have happened and be continuing, Lcsscc agrees to voluntarily retum the equipment to Lcsaor and Lessor shall have the right at its sole option without any further demand or notice, to take either one or both of the following remedial steps: ____~~~_Acccpt sum:nder from Lcsscc of the equipment for sale or release by Lcsaorin a commercially reasonable manner. All ~ of such sale or re-Ietting shall inure to Lessor, providc:d, however, if such proc:ceds aftcrdcduction of Lessor's reasonable costs and cxpcnscs, including attomeys' fees, incurred to recover possession, restore or clean-up and scD or re1casc the equipment, cxc:ccd an amount equal to the sum of the past due but unpaid Rental Payments and an amount equal to the then applicable purchase pric::c, Lessor shall remit the amount of such excess to Lcsscc; or (b) Institute an action in a court of competent jurisdiction to recover, as a general claim against Lessee, Lessor's compcnsatot)? damages resulting from Lessor's default Lessor agrees that it shall not have a right to seck any remedy or specific performance nor shall Lessor have any "sclf-help" right to take possession of the equipment absent Lcsscc's voluntary SUIrCDder thereof. Section 13.03. ~. No delay or omission to exercise any right or power aa:roing upon any default shall impair any such right or power or shall be construed to be a waiver hereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. ARTICLE XIV MISCELLANEOUS Section 14.0 1. ~. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties at their respective places or business. Section 14.02. Bindinll Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective suc:ccsson and assigns. Section 14.03. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 14.04. Amendments. The terms of the Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever except by written instrument signed by the Lessor and the Lcsscc; nor shall any such amendment that affects the rights of Lessor's assigncc be effective without such assigncc's consent. section 14.05. Execution in Countet:parts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 14.06. Awlicable Law. This Agreement shall be governed by and construed in accordance with the laws or the State of F10rida. . 9 AgrccmcntNo. Section 14.07. Caotions. The captions or headings in this Agrccmcnt arc for convenience only and do not derme,limit or describe the scope or intent of any provisions of sections of this Agreement. Section 14.08. Entire Avcement. This Agreement and the executed Exhibits attached hereto constitute the entire aeslc..m..l1t between Lessor and Lc:sscc. No waiver, consent, modiflC3tion or change of tenns of this Agreement shall bind either party unless in writing signed by both parties, and then such waiver, consent, modUu.:ation or change shall be effective only in the specific instance and _the spc:ciflc purpose: given. There arc no understandings, agrccmcnts, representations or waaantics, express or implied, not spcciticd WI:in. regarding this Agreement or the equipment leased hereunder. &1y tenns and conditions of any purchase order or other document (with the cxecption ofSupplcments) submitted by Lcsscc in connection with this Agrccmcnt which arc in addition to or inconsistent with the terms and conditions of this Agreement will not be binding on Lessor and will not apply to this A&L"n..cnt. Lcsscc by the signature below of its authori2=d representative acknowledges that it has read this Agrccmcnt, understands it, and agrees to be bound by its texms and conditions. ; ; IN WITNESS WHEREOF, Lessor has cxcc::ut.cd this Agrccmcnt in its corporate name with its corporate seal hereunto affixed and attested by its duly authori2=d officers, and Lcsscc has caused this Agreement to be cxcc::uted in its corporate name with its corporate seal hereunto affixed and attested by its duly authori2l=d ofliccrs. All of the above occum:d as of the date first written beloW; this Agreement shall be binding on Lcsscc beginning on the date it is ac:ccptcd and execut.cd by Lessor. LESSOR: Liberty National Bank &: Trust Company ofKcntucky Attest Execute: Br- Br- Title: Title: I. Date: LESSEE: City of Ocoec, Florida APPROVED: A TI'EST: City of Ocoec, Florida, Jean Grafton, City Clerk S. Scott Vandergrift, Mayor (SEAL) Date: FOR USE AND RELIENCE ONLY BY THE City of Ococc, Florida. APPROVED AS TO FORM AND LEGALITY THIS _DAY OF . "1994. - r &: LARDNER, City Attorney APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING, HELD ON ~994UNDER AGENDA ITEM NO. Br- 10 EXlllBIT A RESOLUTION NO. 94-03 . A RESOLUTION OF THE CITY OF OCOEE, FLORIDA APPROVING AN EQUIPMENT LEASE/PURCHASE AGREEMENT WITH LIBERTY NATIONAL BANK AND TRUST COMPANY OF KENTUCKY AND DESIGNATING IT AS A QUALIFIED TAX-EXEMPT OBLIGATION RESOLVED, that this City enter into a certain Municipal Lease-Purchase Agreement with LIBERTY NATIONAL BANK AND TRUST COMPANY OF KENTUCKY (hereinafter called "Lessor") in substantially the form attached hereto and by this reference made a part hereof (the "Equipment Lease") and that this City lease equipment from Lessor pursuant to the terms of such Equipment Lease; and that the Mayor and the City Clerk of this City be and hereby are authorized and directed in the name and on behalf of this City to execute the Equipment Lease with Lessor in substantially the form presented at this meeting, with such changes therein and additions thereto as shall be approved by such officers who execute the same, and such execution shall be conclusive evidence that each such document so executed has been authorized and approved by this vote. FURTHER RESOLVED, that the City commission of the City of Ocoee, Florida finds that a true and very real need exists for the acquisition of the Equipment described in the Equipment Lease and that such acquisition is in the best interests of the City of Ocoee. FURTHER RESOLVED, that the City commission of the city of Ocoee, Florida finds that the City of Ocoee has taken the necessary steps, including compliance with any applicable legal bidding requirements, under applicable law to arrange for the acquisition of such equipment. FURTHER RESOLVED, that the obligations of the City under the Equipment Lease be hereby designated, pursuant to section 265(b) (3) (D) of the Internal Revenue Code of 1986, as amended (hereinafter called the "Code"), as comprising a portion of the $10,000,000.00 in aggregate issues which may be designated as "Qualified Tax-Exempt Obligations" eligible for the exception to the general rule of the Code which provides for a total disallowance of a deduction for interest expense allocable to the carrying of tax-exempt obligations. . FURTHER RESOLVED, that the Mayor and the City Clerk of this City be and hereby are authorized to execute and deliver such other instruments and take such other actions as they shall deem necessary and desirable for the purpose of carrying out these • resolutions and consummating the transactions contemplated by the Equipment Lease. FURTHER RESOLVED, that the foregoing resolutions shall remain in full force and effect until written notice of their amendment or rescission shall have been received by Lessor and that receipt of such notice shall not affect any action taken by Lessor prior thereto. FURTHER RESOLVED, that the Clerk of this City be and hereby is authorized and directed to certify to the Lessor the foregoing resolutions and that the provisions thereof are in conformity with the charter of this City. 44 ADOPTED this !� day of February, 1994. ATTEST: APPROVED: ^ - CITY OF OCOEE, FLORIDA 6 • ' ' , , , Je ' `Grafton, C y Clerk S. Scott Vandergrif 'ayor ' ;(:SEAL) FOR USE :AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA. APPROVED AS TO FORM .AND LEGALITY this j,c day of February, 1994. . FOLEY LARDNER APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON THE DATE INDICATED ' ' ' Y B : ABOVE UNDER AGENDA ITEM City Attorney NO.y= By • C:1WP51\DOCSIPER\LEGAL RESOLUTE I2/10/94II8W015JPER:dp . . EXHffiIT B February 15, 1994 Liberty National Bank and Trust Company of Kentucky 312 South Fourth Avenue, Suite 400 Louisville, KY 40202 Gentlemen: As counsel for the City of Ocoee, Florida ("Lessee"), we have examined the unexecuted original of the Municipal Lease-Purchase Agreement (the "Agreement") dated February _, 1994, between Lessee and Liberty National Bank and Trust Company of Kentucky ("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 us by Lessor on February 2, 1994. Capitalized terms utilized herein shall be assigned the meanings given such terms in the Agreement. For the purposes of this opinion, we have assumed that the Equipment is delivered to and accepted by the City within one (1) year from the Commencement Date. Based upon the examination and upon such other examination as we have deemed necessary or appropriate, we are of the opinion that: 1. Lessee is a public body corporate and politic, legally existing under the laws of the State of Florida. 2. The Agreement has been duly authorized, executed and delivered by Lessee, pursuant to Article VTII of the Constitution of the State of Florida and Chapter 166, Florida Statutes, and Resolution No. 94-03, attached as Exhibit A to the Agreement. Liberty National Bank and Trust February 15, 1994 Page 2 . 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 of the provisions thereof which purport to vest title to the leased property in Lessee and provided further that in the event Lessee returns the equipment to Lessor and the Lessor obtains a judgment against Lessee in compensatory money damages, as a result of an event of default under the Agreement, Lessee may be obligated to pay such judgment only if the Lessor has first used its best efforts to sell or re-lease the equipment to a third party in a commercially reasonable manner and only to the extent that a deficiency remains after pursuing such remedy. Any such compensatory damages may be limited to the then applicable purchase pnce. 4. by the Lessee. Applicable public bidding requirements, if any, have been complied with 5. To the best of our knowledge, no litigation is pending or threatened in any court or other tribunal, state or federal, which questions or affects the validity of the Resolution or the Agreement. 6. The signatures of the officers of the Lessee which appear on the Agreement are true and genuine; we know said officers and know them to hold the offices set forth below their names. 7. The Equipment leased pursuant to the Agreement constitutes personal property and when subjected to use by Lessee will not be or become fixtures under applicable law. 8. The Lessee is a political subdivision of the State of Florida within the meaning of Section 103 of the United States Internal Revenue Code and the related regulations and rulings. . 9. Subject to the qualifications and limitations set forth below, it is our opinion that the portion of Rental Payments made by Lessee during the Lease Term which are identified as the interest component will not be includable as federal gross income under applicable statutes, regulations, court decisions and rulings existing as of the date of this opinion and consequently will be exempt from present federal income taxes, provided, however, that we render no opinion regarding what effect the provisions contained in the Agreement relating to the vesting of title to the leased property in Lessee will have on the exclusion of said interest from federal income taxation. . . Liberty National Bank and Trust February 15, 1994 Page 3 10. The leasing of the Equipment pursuant to the Agreement is exempt from all sales and use taxes against the Lessee during the term of the Lease and the Equipment will be exempt from any state and local personal property or other gg valorem taxes during the term of the Lease; provided, however, that the Equipment is used exclusively for the Lessee's municipal purposes. We note, however, that the Lessee has agreed that the equipment will during the terms of the Lease be used by the Lessee only for the purpose of performing one or more essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than the Lessee. This opinion is rendered solely for your benefit and no other person or entity shall be entitled to rely on this opinion without our express written consent. FOLEY & LARDNER By: Paul E. Rosenthal, a partner cc: City of Ocoee C:\WPSl \DOCSlDPB\LETI'ERS\LIIlERTY.~'VE: 211 0I94/1SW0151 DPB:dp Agrocmcnt No. EXHIBIT C CERTIFICATE AS TO ARBITRAGB . I, the undersigned. OffICer of the City of Ococ:c. Florida (the: "Lessee"). being the person duly charged. with othea, with responsibility for issuing the Lessee's obligations in the foan of that certain agrcemc~entitled "Municipal Lease.Purchase A~at" with referenced Exhibits attached. thereto (the "Agreement") dated. . 19 and issued said date, HEREBY CERTIFY that: i 1. The Agreement was issued by the Lessee under and pursuant to law to finance the acquisition of the certain Equipment described. therein. 2. Pumlant to the Agr~nt. the Lessee is entitled. to n:c:civ.: said Equipment in consideration for the obligation of the Lc:acc under the Agrcemcat. Said Equipment will be used. in furtherance of the public purposes of the Lessee. The Lessee does not intend to sell said Equipment or said Agrcemcnt or to otherwise dispose of said Equipment during the tcIm of the Agrccmcnt. The Lcsscc wi1l not n:c:civ.: any monics, funds, or other "procccds" as a result of the Agrccmcnt. 3. The Lessee expects to make payments under the Agrecmeat from its general funds on the basis of annual appropriations in the amounts equal to the required payments under the Agreement. The remaining general funds of the Lessee arc not reasonably expected. to be used to make such payments and no other monies arc pledged. to the Agreement or reasonably expected. to be used to pay principal and interest on the Agreement. 4. The Lessee has not received. notice that its Certificate may not be relied upon with respect to its own issues nor has it been advised that any adverse action by the Commissioner ofIntemal Revenue is contemplated. To the best of my knowledge. infoanation and belief the expectations herein expressed arc reasonable and there arc no facts, estimates or circumstances other than those expressed herein that would materially affect the expectations herein expressed. IN WITNESS WHEREOF, I have hereunto set my hand this _ day of .19~ fIOIIl USI! AHO AELWlCI CII.., 1't11tE art 0. OCOB. NlPRCMDAlTOfIOMIMD~ - uqi.f- _ .,., ~ I'CIU &1NIlIB LESSEE: City of Ococc:, Florida By: " s. Scott Vandergrift ca, .-..., Title: Mavor . ~ 21 10 8 2 9 1 . A~JDl:.Qt No. EXHIBIT D DESCRIPTION OF EQUIPMENT Descril)tion MTS2000, Model II Portable Radio with Enhanced SmartNet Software Package which includes APCO 16 features plus SmartZone capability. This unit is equipped with a 14 character alphanumeric display. 6 button keypad and detachable belt clip. SN: ; Public Safety SpcakerlMicrophone/ Antenna Assembly Spare Ultra-High Capacity Battery Multiple (6) Unit Battery Charger. SN: Vehicular Charger SN: Vehicular Console Package with MTS2000 lockable radio holder, RF power amplifier. control unit. speaker, microphonc and gain antenna. The control unit contains a two hour battery charger. SN: Spectra E9 Mobile Radio with Enhanced SmartNet Software Package which includes APCO 16 fcatures plus SmartZonc capability. This unit is equipped with an 11 character alphanumeric display and gain antenna. SN: Agrc:;cmcnt No. Front/Rcar Control Option. 7 Spectra E5 Mobile Radio with Enhanced SmartNet Software Package which includes APCO 16 fcatlm:s plus SmartZonc capability. . This unit is a dash mount model equipped with an 8 character alphanumeric display and gain antenna. SN: . 2 Spectra Desktop Control StatiODS for FU'C Station Alerting System. Included arc Yagi directional Antenna. ~nuni<l~on line and AC surge protection. SN: together with all additions, acx:cssions and replacements thereto. Lessee hereby certifies that the description of the personal property set forth above constitutes an accurate description of the "Equipment", as defined in the attached Municipal Lease-Purchase Agreement. LESSEE: City of Ococc. Florida fIICR USl!AID....aY "MellY." ~.--.-..... ... ..", 1~ laaYa&M118 By: S. Scott Vandergrift ." CIr.-.., Title: Mavor Date: LOCATION OF THE EQUIPMENT: . EXHIBIT E SCHEDULE OF PAYMENTS 'S5 LEASE $ 90,248.60 (EXPRESSED IN DOLLARS) CITY OF OCOEE MOTOROLA COMMUNICATIONS EQUIPMENT 1994 QUARTERLY PAYMENTS . - ~E AMOUNT $ 80,297.08 I ; ------------------------------------------------------------------------------- PAY NO. PAYMENT DATE PAYMENT PRINCIPAL INTEREST PURCHASE PRICE ,------------------------------------------------------------------------------- 0 4512.43 4512.43 0.00 77300.34 1 4512.43 3553.43 959.00 73675.84 2 4512.43 3598.39 914.04 70005.49 3 4512.43 3643.92 868.51 66288.69 4 4512.43 3690.03 822.40 62524.86 5 4512.43 3736.74 775.69 58713.38 6 4512.43 3784.01 728.42 54853.69 7 4512.43 3831.90 680.53 50945.15 8 4512.43 3880.39 632.04 46987.16 9 4512.43 3929.50 582.93 42979.07 10 4512.43 3979.22 533.21 38920.26 11 4512.43 4029.57 482.86 34810.10 12 4512.43 4080.57 431. 86 30647.92 13 4512.43 4132.21 380.22 26433.07 14 4512.43 4184.49 327.94 22164.89 15 4512.43 4237.45 274.98 17842.69 16 4512.43 4291. 07 221. 36 13465.80 17 4512.43 4345.37 167.06 9033.52 18 4512.43 4400.35 112.08 4545.16 19 4512.43 4456.04 56.39 0.00 'ALS: 90,248.60 80,297.08 9,951.52 .' LESSEE: City of Ocoee, Florida BY: S. Scott Vandergrif" . feR use AND RS.IANC! ONLY FfflllE CITY OF oeoeE. APl'fIOVS) I<S TO FOAWNC) 1.S3H.IT't A'-I- iii ~ 01 1t..1..:. FOLEY'v.ACHER TITLE: Mayor DATE: By City Attorney PAGE-1 ,---- . . Agrccmo.4t No. BXBIBIT F ACCEPTANCB CERTIFICATE The undersigned. as Lessee under the Municipal Lease-Purchase Agreement (the "Agrccmcnt") dated . 19 q Lf . ~th Liberty ~ati~naJ Bank and TIUSt ~~~ ofLouisvillc ~Lcssor"), ~ow1cdges receipt in good con~pn of an the Equipment described In the Agrcancnt and In Exhiblt D thereto this day of .'" 19':1!t..~:: .. See Paragraph Below Lessee c:crtifics that Lessor has fully and satisfactorily pctfocncd an of its covenants and obligatioDS rcquirc:d UDder the Agrccmcnt, and confirms that the Commencement Date of the Agreement is and it will commence payments in aa:ordance with Article VI of the Agrccmcnt. The undersigned officer of the Lessee hereby mUfirms on behalC of the Lc:sscc in aU zcspccts the covenants of the Lessee set forth in Article I of the Agrccmcnt and the "f"GSllntatioDS in the certificate as to Arbitrage attached as Exhibit C to the Agreement, and rcprcscnts that, to the best ofhis or her knowledge. infoanation and belief: the CXpcctatioDS therein expRsscd were reasonable as of the Commencement Date. and that there were. and lUC as of the date on which they were made. and lUC reasonable as of the Commencement Date. no facts, estimates or circumstances other than those GXpRsscd therein that would matcria11y affect the cxpcctatiODS expressed therein. IlalweNG__aLY 1't1Hl! art 01 0CCl!!IL AI'PRlMDAI TO....NG..-uIY .'llf ~EE: City of Ocoee. Florida BY: IlII .,.. fQSa~ s. Scott Vandergrift " CIy~ TITLE: Mayor .. Notwithstanding the provisions set forth in the first paragraph above. Lessee hereby discloses to Lessor that the Equipment described in the Agreement and in Exhibit D thereto is scheduled to be delivered on/or before / . Upon rcocipt of the Equipment, Lessee will provide Lessor written confirmation of the date of rca:ipt in good condition of all such Equipment with aU applicable serial and identification numbers. Agreement No. EXHIBIT G ESSENTIAL USE/SOURCE OF FUNDS un UiK . TO: Liberty National Bank &; Trust Company ofKcntucky J RE: Municipal Lease-Purchase Agrccmcnt No. _ Gentlemen: Rcfmmcc is made to certain Municipal Lease-Purchase Agreement Number . dated . be~ Liberty National Bank &; Trust Company ofKcntucky, and City of Ococc. Florida, leasing the pemmal property described in Exhibit D to such Lease. This confums and atrums that such equipment is essential to the functions of the undersigned or to the !Crvic:c 'We provide to our citizens. Further, we have an immediate nced for. and expect to make immediate use of. substantially aD the Equipment, which nced is not temporary or cxpcctcd to diminish in the foreseeable future. The Equipment will be used by us only for the purpose of performing one or more of our govcmmcntal or proprietary functions consistent with the permissible scope of our authority. SpccitIc:a1Iy, the Equipment was selected by us to be used as foUows: For Ocoee Fire and Rescue to be compatible with Oranqe County Fire and Rescue for Joint Response and Communications pursuant to the Interlocal Agreement executed November 23, 1993. Sincerely, City of Ococc. Florida (Signature) S. Scott Vandcrgrift Date Mavor ee Pal UIIM/J .......ClLY IYTHI CI1'IOIOCIIQB. Nr~@Al1OfICIIIMD""" Jt .. "llf 1'tUY.~ If ca, ,.,., Agm:mc:nt No. EXHIBIT H AMENDMENT AGREEMENT NUMBER ONE . In consideration of the mutual covenants of the Lessor and Lcsscc pursuant to the Municipal Lease-Purchase A~nt No. _ _ dated (the "Lease") between Liberty National Bank & Trust Company ofKcntucky ("Lessor") and City of Ococ:c, Florida ("Lcsscc"). such Agreement is modified as follows: Lessee certifies that it reasonably anticipates that it and all of its subordinate entities will not issue more than $10,000,000 of i "qualified tax-exempt obligations" (as that tcxm is defined in Section 265(b )(3)(B) of the Internal Revenue Code of 1986 ("the Code")) during the calendar year 19~the year in which the Lease is executed). Furthcr,lcsscc hereby designates its obligations under the Lease as a "qualUJed tax-exempt obligation" in accordance with Section 265 (b X3)(B) of the Code so that it is eligible for the exception contained in Section 265 (b X3) of the Code and further certifies for the purpose of the overall1imitation ofScction 265 (b)(3)(D) of the Code that it and its subordinate entities have not as of this date issued more than $10,000,000 of obligations which it has designated for these purposes. All tenns contained herein not otherwise dcfmcd shall have the same meaning as such tcm1s arc used and defined in the Lease. Attached hereto is a completed Internal Revenue Service Form 8038.0. Information Return for Tax-Exempt Governmental Bond Issues, completed on behalf of the Lessee. IN WITNESt, "{HEREOF, the Lessee has caused this Agreement to be executed by its duly authorized officer on this the _ day of .19:q LESSEE: City of Ococc, Florida PCIlU8l!MflJ __GIlLY fIt"Cll'tOl~ APPRCMDM1OfaII,.--- Jt By: IlII ..~ ra.aY I...... By <::llr NfI11tlWt Printed Name: S. Scott Vandererift. Mayor (SEAL) ATTEST: Printed Name: Jean Grafton. City Clerk . A~mcntNo. INSURANCE COVERAGB REQUIREMENT TO: Liberty National Bank &: Trust Company of Kentucky 312 South Fourth Avenue, Suite 400" Louisville, Kentucky 40202 ~: City ofOcocc, Florida ISO North Lakcshol'C Drive Ococc, Florida 34761 RE: INSURANCE COVERAGE REQUIREMENTS (Check: one) o I. In aa:ordanc::c with Section 8.03 of the Agreement. we have instructed the insurance agent named below (please fill in name, address and telephone number) NAME: ADDRESS: TELEPHONE: to issue: a. All Risk Physical Damage Insuranc::c on the leased equipment cvidenccd by a CcrtiilCatc ofInsuranc::c and Long Form Loss Payable Clause naming "Liberty National Bank &: Trust Company of Kentucky .. as Loss Payce. Coverage Required: Full Rcplac::cmcnt Value b. &bIic Liability Insuranc::c evidenced by a Certificate ofInsuranc::c naming Liberty National Bank &: Trust Company of Kentucky " as an Additional Insured. Minimum Coverage Required: $500,000.00 per person $500,000.00 aggregate bodily injury liability $100,000.00 property damage liability o 2. Pursuant to Section 8.03 of the Agrccmcnt. we arc self-insured for all risk, physical damage, and public liability and will provide proof of such self-insurance in letter Corm together with a copy of the statute anthorizing this form of insurance. fiX 3. Proof of insuranc::c coverage will be provid~ to Liberty National Bank &: Trust Company ofKcntucky prior to the time that the equipment is delivered to us. . By: S. Scott Vandergrift fIDR...IIG-....acx:r _WCII'ICI'OCXl8. ... .~.1O"'MD""" A' .. .... ~ lair,&,- - CIr ,.",., Title: Mavor Dated: 380 6.93 Fonn 8038-GC 3497-5 Information Return for SmaU Tax-Exempt Governmental Bond issues, Leases, and Installment Sales ~ Under tnternal Revenu. Code section 14g(e) ~ For calendar year ending 1G _.... OMS No. lS4s-onO (Aew. May 19931 (Us. Fonn 8038-Q It thelssu. price ot the Issue Is S100.000 or more.l Authoritv Check box if Amended Retum ~ 0 2 Iau... _~ idantiflCMion numIMr . Cit of Ocoee 3 Room/suite 4 34761 5 Issue price of small tax-exempt governmental obligations reported on this form. . . . . . S Check the box that most nearly approximates the weighted average maturity ot the obligation(s): a frJ Less than 5 years b 0 From 5 to 10 years c 0 More than 10 years 7 Check the box that most nearly approximates the weighted average interest rate on the obllgatlon(s): a 0 Less than 5% b Kl From 5% to 10% c 0 More than 10% 8 Total issue price of the obligatlon(s) reported on line 5 that is/are: a Obligation(s) issued in the torm of a lease or installment sale. . e Obligation(s) issued to refund prior issues b Obligation(s) designated by the issuer under section 265(b)(3)(B)(i)(1II) d Loans made from the proceeds ot another tax-exempt obligation 9 Check box if issuer has elected to cav a penal in lieu of rebate ; 8a 8b 8e 8d . . . . . . . . .0 Unct.. penaItI_ ot pet'jUl'f. I declare that I have elCalnllled t/lis retum anct ac;componying schedules and statements. and to the b_t ot my knowledge anct belief. 1II~ .. true. correc:l. and complete. Please Sign Here ~ Signalln ot officer . General Instructions ~tion references are to the Internal Revenue Cocfe unless otherwise noted.) Paperwork Reduction Act Notice w. ask for the information on this form to carry out the Intemal Revenue laws ot the United States. You are required to give us the intormation. We need it to ensure that you are complying with these laws. The time needed to complete and file this form varies depending on individual circumstances. The estimated average time Is: Learning about the law or the form Preparing the fonn Copying. assembUng. and sending the form to the IRS . . 16 rrin. If you have comments concerning the _ac;uracy ot these time estimates or suggestions for rnaldng this form more simple. we would be happy to hear from you. 1 hr.. 40 min. 2 ht., 44 min. Oate You can write to both the Internal Revenue Service, Attention: Reports Claarance Officer. T:FP. Washington. DC 20224: and the Office of Management and Budget. PapecwOrk Reduction Project (1545-0720). Washington. DC 20503. DO NOT sand the 'onn to either ot these offices. Instead. sae Where To File on page 2. Purpose of Form Fonn 8038-GC is used by issuers ot tax-exempt governmental otlligmions to provide the IRS with the infonnatlon required by section 149(e) and to monitor the requirements ot sections 141 through 150. Who Must File Issuers of tax-exernpt govemmental obligations with issue pnces of lass than $100.000 must file Fonn 8038.GC, Issuers of a tax-exempt govemmental obligation WIth an issue price ot $100,000 or more must me Fonn S038-G, In'onnation Retum for Tax-Exempt Governmental Obligations. ~ S. Scott Vanderqrift , Type or print name and title Ma Filing a sepal3te return.-lssuers have the option to file a separate Fonn 8038-GC for any tax-exempt governmental obligation with an issue price of less than $100;000. However. an issuer of a tax-exempt bond used to finance construction expenditures must file a separate Fonn S038-GC for each issue to give notice to the IRS that an election was made to pay a penalty in lieu of witrage rebate (see line 9 instructions). Aling a consoUdated retum.-For all tax-exernpt governmental obligations with issue prices of less than $100.000 that are not reported on a separate Form S038-GC. an issuer must tile a consolidated information retum including all such issues issued within the calendar year. Thus. an issuer may lile a separate Fonn 8038-GC for each at a number at smaIf issues and report the remainder ot small issues issued during the calendar year on one. consolidated Fonn 8038-GC: but a separate Fonn 8038-GC must be flied to give the IRS notice ot the election to pay a penalty in lieu of witrage rebate. Cal. No. 641086 Form 8038-GC (l=Iev. 5-931 . DEaTOR (Last Name First " a Personl THIS SPACE FOR USE OF FILING OFFICER NAME City of Ocoee, Florida Dale. Time. NumOer & Filing Olllce 1A MAILING ADDRESS 150 N. Lakeshore Drive CITY Ocoee STATE. FL 34761 MULTIPLE DEaTOR (IF ANy! (Last Name First it a Person I NAME B MAILING ADDRESS CITY STATE MULTIPLE DEBTOR (IF ANy! (Last Name First il a Persont NAME 1C ,'. 0' . .~ 0' J MAILING ADDRESS CITY STATE SECURED PARTY (Last Name First il a Personl NAME Liberty National Bank & Trust Cc 2A MAILING ADDRESS 312 S. Fourth Ave. , St. 400 CITY Louisville STATE KY 40202 MULTIPLE SECURED PARTY (IF ANy! (Last Name First II a Personl NAME 28 MAILING ADDRESS AUDIT UPDATE CITY STATE ASSIGNEE OF SECURED PARTY (IFANYI (Last Name First il a Personl VALIDATION INFORMATION NAME 3 MAILING ADDRESS CITY STATE 4. This FINANCING STATEMENT covers tile tollowing types or Items 01 properly (incluete etescnp,ion 01 real propeny on ..IIicll located anet owner 01 /Icard wilen 1WQui/ld). II more space is required. attach additional sheets 8"'" . 11", For i nformati ona 1 purposes only. This Financing Statement does not create a security interest. a: w a: ( 1) <( MTS 2000, Model II Portable Radio SN: '" w a: '" ... 0 <II 5. 17. <II ProceedS 01 collateral are covered as provided in Sections 879.203 and 679.306. F,S. No. 01 additional Sheets presented: w a: 6. -0- 0 Filed wilh: 0 <( 8. (Check Di D All documentary stamp taxes due and payable or to beCome due and payaole pursuant to Section 201.22, F,S. have Ile8n paid. 0 z D Florida Documental'( Stamp Tax is not reQuired. <( w 9. This statement is lIIed without the debtor's signature to pertllCt &-SllCurity interest In collat8<al (Cl\8ck D it SOl 10. (ChIlCK D il so) ~ <( z D already subject to a security Interest in another JuriSdiction wlten it was brougllt into tllis state or deOtor's D Debtor is a transmitting utility location Changed to tills state. D Products 01 collateral are covered D whiCh is proceeds 01 the ortginal collateral described above in wllicll a security interest was perfected. D as to whicll tile IIIlng Ilas lapsed. 11. SIGNATURE(S) OF DEBTOR(SI D aCQuired atler a cllange 01 name, identity, or corporate structure 01 the CITY OF OCOEE D debtor or D secured party. 13. Return copy to: By: NAME Liberty National Leasina Comoany S. Scot:t: vanderqr~~t:/Mavo~ ADDRESS P.O. Box 32500 12. SIGNATUREIS) OF SECURED PAATY(IES) OR ASSIGNEE CITY Louisville STATE KY ZIP CODE 40232-2500 STATE OF FLORIDA UNIFORM COMMERCIAL CODE - FINANCING STATEMENT - FORM UCC.1 REV. 1981 THIS FINANCING STATEMENT Is presented to a filing officer for tiling pursuant to the Uniform Commercial Code: )( o a1 cr . w Z o >- ..J Z o * * * * ~TA"U'''\AOt''\ eo"n... f"""""'U.. tu."",......