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Home My WebLink AboutItem VI (C) Award of the One-Person Recycling Truck and Adoption of Resolution No 93-10 AGENDA 9/7/93 /� Item VI C "CENTER O�GOOD LIVING-PRIDE OF WEST ORANGE" MAwit.COMMISSIONER Ocoee S.SCOTT VANDERGRIFT 6y4. CITY OF OCOEE RUSTYJoOHNNSSON •Vs....� • D. 150 N.LAKESHORE DRIVEPAUL W.FOSTER � OCOEE,FLORIDA 34761 VERN COMBS 41 (407)656-2322 SAM WOODSON `> CITY MANAGER �F G00� MEMORANDUM ELLIS SHAPIRO DATE: September 3, 1993 TO: The Honorable Mayor and Board of City Commissioners FROM: Montye E. Beamer, Director.29 Administrative Services SUBJECT: Award of Bid Number B93-011 for the One-Person Recycling Truck and Adoption of Resolution 93-10 On July 14, 1993, Bid Number B93-001 for the one-person recycling truck was opened. The fourteen bids received were tabulated as shown in Attachment 1. Technicalities were found in all bids; examples of these technicalities are as follows: copy of bid bond instead of original; sworn statements not signed by sub-contractors; discrepancy between compliance statement and literature; experience of bidder not completed; warranties shorter than specification; inappropriate contact with staff after bid opening. The City, however, exercised its right as stated in the bid documents to waive any and all technicalities and, thereby, reviewed all submittals. The criteria for this evaluation included: (a) compliance with specification terms and conditions; (b) price bid; (c) warranty offered; and (d) leasing agreement. As shown in the bid tabulation, the choices were quite varied as to chassis and body. The types of equipment were investigated thoroughly as to efficiency both in loading and in compaction. Since the recycling operation is currently staffed by one person and since the residences collected are single family, any reduction in motion as well as expansion of storage capacity can be converted into additional houses collected daily. Even though bid suggested preference for a Ford chassis, the body design and function totally outweighed such chassis preference. The full evaluation by Public Works (Solid Waste) of the three top ranked units (Dempster, Ray Pace's Waste Equipment, and Palm Peterbilt GMC/Transtat) has been included as Attachment 2. Their recommendation, based upon the information submitted in the bid response, observation of these units involved in actual collection, and conversation with owners/users of those specific units is to award to the Dempster Company for $72,500.00. The unit as described in the bid is a demonstrator and has 23,969 miles on the odometer. Warranties are within reasonable limits; exceptions as listed on their bid form are acceptable because of the design of the unit; and, 80% of the mileage is strictly road miles and reflects no depreciation to the body. The Honorable Mayor and Board of City Commissioners September 3, 1993 Page Two Notice of the recommendation and date/time of possible award has been sent to each bidder. The bid documents state that any protest must be in writing to the Administrative Services Director. Protests can relate to the invitation to bid, the selection (for evaluation), or the award recommendation. To date, one protest has been received; this, from Solid Waste and Recovery Systems, Inc. and shown as attachment 3. There is $9,000.00 budgeted for FY92-93 payments with a total of$90,000.00 anticipated for the purchase. Leasing alternatives were requested; each company was asked to provide quotes for both annual payment in advance and quarterly payments in advance over a four year term. Attachment 4 lists the responses from four companies, one of which is utilized by Dempster regularly (Tucker Leasing Capital Corporation). Liberty National Leasing Company at $4,984.50 each quarterly payment is the lowest even though Associates Commercial Corporation did indicate that they would waive their $300.00 additional underwriting fee. With the availability of the unit so imminent, leasing can be immediate with Liberty National since credit history and solvency has already been established. To summarize — staff recommends award of the One-Person Recycling Truck to the Dempster Company (1992 Dempster Recycling Truck-RCY-C) in the amount of $72,500.00 with lease payment for four years at$4,984.50 quarterly payments in advance and an interest rate of 5.21% to Liberty National Leasing Company. The City Attorney has reviewed the leasing agreement, approved it for form and legality and drafted the necessary Resolution #93-10. Action Requested The Mayor and Board of City Commissioners (1) waive all technicalities so as to consider all bids submitted, (2) award Bid Number B93-011 the One-Person Recycling Truck to the Dempster Company (1992 Dempster Recycling Truck) for $72,500.00, (3) award the leasing agreement to Liberty National Leasing Company for four years at$4,984.50 quarterly payments in advance and an interest rate of 5.21%, (4) adopt Resolution 93-10 which authorizes the purchase, and (5) authorize the Mayor and City Clerk to execute all necessary documents. MEB/jbw Attachments ATTACHMENT 1 Bidder : Dempster, Inc. BID TABULATION B93-011 Sworn Statement Present? Original present Bid Bond Present? Original present Experience of Bidder Present? Left blank Sub-Contractor Listed? None listed Acknowledged Addenda? Yes Exceptions to Body on Compliance Check List? Exception to front and rear strobe and Warranty. Exceptions to Chassis on Compliance Check List? Exceptions to engine type; rear axle at 20, 000; front axle at 10, 000; no bumper with pull/ towing hook; adjustable stand up seat is fixed; air brake system with no rolling stop; no engine hour gauge; no tilt steering wheel; has dual air circulating fans; no AM/FM radio; and warranty is remaining Base Bid Price : $ 72 , 500.00* Rica indicates this is demo, ' 92 Alternatebid of $99, 266 . 31 (also ' 92 demo) Options Seet : Body; Compaction $ Indicates C • Chassis : Ford or other (indicate make if other) $ E /International Trans Temperature Gauge $ C Cab Roof Vent S E Dual Side Loading $ C Automatic Slack Adjusters S C Warranty information : Limited Warranty Remaining Delivery Time : 10 Days Leasing Terms Given? None Literature Present? Yes Other Comments Noted? Base Bid includes Compaction. Bidder: Southland Equipment Corporation BID TABULATION B93-011 Sworn Statement Present? Original present Bid Bond Present? Not Bid Bond, but by check. Experience of Bidder Present? yes Sub-Contractor Listed? None listed Acknowledged Addenda? Yes Exceptions to Body on Compliance Check List? All comply Exceptions to Chassis on Compliance Check List? All comply Base Bid Price: $ 74, 389. 60 Options Sheet : Body; Compaction $ See Attached written here Chassis : Ford or other (indicate make if other) $ 2580 . 00 / Trans Temperature Gauge $ 50. 00 Cab Roof Vent S 185. 00 Dual Side Loading $ 4700. 00 Automatic Slack Adjusters $ No Charge Warranty Information: One year body/labor Two year Cylinder Delivery Time: 45 Days Leasing Terms Given? None Literature Present? Literature shows Marthon Greenline for Body and other literature shows E-Z Pack Recycling Systems . Other Comments Noted? Compaction not clear. Bank References section states "Call for references . " Also, there is an optional streetside cart for $1693 . 00 and auto air-latch cart dumper on streetside cart for $1188. 00 Bidder : Solid Waste and Recovery Systems , Inc . BID TABULATION B93-011 Sworn Statement Present? Original present Bid Bond Present? Yes , but was a copy, original not on hand Experience of Bidder Present? Yes Sub-Contractor Listed? Atlantic Ford Truck Sales Acknowledged Addenda? Yes Exceptions to Body on Compliance Check List? All comply Exceptions to Chassis on Compliance Check List? Exception to Warranty which on list states "See Attached . " Base Bid Price : $ 66, 586. 00 Single-side Ford/68, 036. 00 Dual-side Ford Options Sheet : Body; Compaction $ E Chassis : Ford or other (indicate make if other) $ No charge/ Trans Temperature Gauge $ No charge Cab Roof Vent $ No charge Dual Side Loading $ 1 ,450. 00 Automatic Slack Adjusters $ No charge Warranty Information: - _Parts-and Labor - 1 Year Electric & Hydraulics - 6 Months Delivery Time: 150 Days Leasing Terms Given? None Literature Present? Yes , but literature for body is by EMCO Other Comments Noted? No Sworn Statement filed for Atlantic Ford Truck Sales Bidder : Container Systems & Equipment Company, Inc. Bid "B" (stated in package ) BID TABULATION B93-011 Sworn Statement Present? Original present Bid Bond Present? Original present Experience of Bidder Present? Was left blank Sub-Contractor Listed? Was left blank Acknowledged Addenda? Yes Exceptions to Body on Compliance Check List? Exceptions to capability of converting to semi-automatic cart loading system and warranty (States "See Note" - note not clearly marked) Exceptions to Chassis on Compliance Check List? Exceptions to CAT die- sel , rear axle, Automatic Braking System (Again, see note) , fuel tank, in-line fuel shut-off valve, auxiliary rear springs , and warranty (Again, see note) Base Bid Price: $ 89, 325 . 00 * Indicates Demo, ' 92 LODAL, 12, 319 miles and 475 hours use . Options Sheet : Body; Compaction $ Not Available Chassis : Ford or other (indicate make if other) $ N/A / Trans Temperature Gauge $ Standard Cab Roof Vent $ Standard Dual Side Loading $ Standard Automatic Slack Adjusters $ Standard Warranty Information: Varied Delivery Time: 30 Days Leasing Terms Given? None Literature Present? Yes Other Comments Noted? On both "A" and "B" , a note indicates semi- automated mechanical loading on curbside . Streetside is manual loading. Also lists ABS braking system as optional for $2275. 00. Regarding exception to Cat Diesel - Engine offered is a 6BT5 . 9 Cummins @ 180 HP. Bidder: Palm Peterbilt-GMC Trucks , Inc. #1 BID TABULATION B93-011 Sworn Statement Present? Yes (original present ) Bid Bond Present? Yes (original present ) Experience of Bidder Present? Yes Sub-Contractor Listed? Municipal Sales Leasing, but with no address Acknowledged Addenda? Yes Exceptions to Body on Compliance Check List? All complies Exceptions to Chassis on Compliance Check List? Tilt-Steering Wheel not available. Base Bid Price: $ 71 , 382. 00 Options Sheet : Body; Compaction $ 6, 600. 00 Chassis : Ford or other (indicate make if other) $ N/A / GMC Trans Temperature Gauge $ 95 . 00 Cab Root Vent $ N/A Dual Side Loading $ 5 , 500. 00 Automatic Slack Adjusters $ Included Warranty Information : Standard GMC Delivery Time : 30-45 Days Leasing Terms Given? None Literature Present? Yes for both body and chassis . Other Comments Noted? Lists in literature that chassis is white although "C" has been checked for color to be orange . Also notes an option of auto-cart dumping for $1600. 00 Sworn Statement not filed for Municipal Sales Leasing. Literature on chassis states that prices and specs are subject to change without notice. Bidder : Palm Peterbilt-GMC Trucks , Inc . #2 BID TABULATION B93-011 Sworn Statement Present? Yes , but it is a copy. Bid Bond Present? Yes , but it is a copy. Experience of Bidder Present? Yes Sub-Contractor Listed? Dempster listed but without an address . Acknowledged Addenda? Yes Exceptions to Body on Compliance Check List? Note is indicated that % on compartmentalization is approximate. Also, hydraulic oil capacity is 30 gallons . Exceptions to Chassis on Compliance Check List? Tilt-Wheel Steering not available. Base Bid Price: $ 72 , 054. 00 Options Sheet : Body; Compaction $ 7, 827. 00 Chassis : Ford or other (indicate make if other) $ N/A IMC Trans Temperature Gauge $ 95 .00 Cab Roof Vent $ N/A Dual Side Loading $ 5495 . 00 Automatic Slack Adjusters S Included Warranty Information: Standard GMC Delivery Time: 30-45 Days Leasing Terms Given? None Literature Present? Yes Other Comments Noted? "C" is listed for color to be orange and li- terature states chassis is white. Sworn Statement is not filed for Dempster . Bidder: Palm Peterbilt-GMC Trucks , Inc. #3 BID TABULATION B93-011 Sworn Statement Present? Yes, but it is a copy Bid Bond Present? Yes , but it is a copy Experience of Bidder Present? Yes Sub-Contractor Listed? Ray Pace, but without address Acknowledged Addenda? Yes Exceptions to Body on Compliance Check List? All comply Exceptions to Chassis on Compliance Check List? Tilt-Wheel Steering not available. Base Bid Price: $ 75 , 110. 00 Options Sheet : Body; Compaction $ Was left blank * Chassis : Ford or other (indicate make if other) $ N/A /GMC Trans Temperature Gauge $ 95 . 00 Cab Roof Vent $ N/A Dual Side Loading $ Was left blank* Automatic Slack Adjusters $ Included * On descriptive literature, price of compaction is $5, 500. 00 and Warranty Information: dual side-loading is $5, 145. 6, Standard GMC Warranty Delivery Time: 30-45 Days Leasing Terms Given? None Literature Present? Yes Other Comments Noted? Literature states chassis is white even though "C" has been listed for color to be orange . Sworn Statement not filed for Ray Pace Literature on chassis states that prices and specs are subject to change without notice. Bidder : Palm Peterbilt-GMC Trucks , Inc. #4 BID TABULATION B93-011 Sworn Statement Present? Yes , but it is a copy of an original . Bid Bond Present? Yes , but it is a copy of an original . Experience of Bidder Present? Yes Sub-Contractor Listed? Name of Company (Transtat ) , but address not shown. Acknowledged Addenda? Yes. Exceptions to Body on Compliance Check List? Yes; 11 gauge for body floor and side walls . Oil capacity at 31 gallons. Exceptions to Chassis on Compliance Check List? Yes; no tilt-wheel steering. Base Bid Price : S 79, 832 . 00 Options Sheet : Body; Compaction $ Only states "Comply" Chassis : Ford or other (indicate make if other) $ N/A / GMC Trans Temperature Gauge $ 95 . 00 Cab Roof Vent $ N/A Dual Side Loading $ StatPs Comply Automatic Slack Adjusters $ Inc,ludPd Warranty information: Standard GMC Warranty Delivery Time: 30-45 Days Leasing Terms Given? None Literature Present? For Chassis , yes ; for Body, none given Other Comments Noted? Bid states in literature that truck is white even though they have checked "C" for color to be orange . Also, literature states that prices and specs are subject to change without notice. Sworn Statement not filed for Transtat . Bidder: Palm Peterbilt-GMC Trucks , Inc . #5 BID TABULATION 893-011 Sworn Statement Present? Yes , but it is a copy. Bid Bond Present? Yes, but it is a copy. Experience of Bidder Present? Yes . Sub-Contractor Listed? Municipal Sales Leasing without an address . Acknowledged Addenda? Yes Exceptions to Body on Compliance Check List? All Comply Exceptions to Chassis on Compliance Check List? Tilt-Wheel Steering not available . Base Bid Price: $ 86, 650. 00 Options Sheet : Body; Compaction $ 6 , 600. 00 Chassis : Ford or other (indicate make if other) $ N/A / Peterbilt Trans Temperature Gauge $ 99 . 00 Cab Roof Vent $ N/A Dual Side Loading $ 5 , 500. 00 Automatic Slack Adjusters $ Included Warranty Information: Peterbilt Warranty Standard Delivery Time: 90-120 Days Leasing Terms Given? None Literature Present? Yes Other Comments Noted? Sworn Statement not filed for Municipal Sales Leasing. "C" is listed for Sherwin Williams color orange, but literature states it is Dupont Imton. Bidder : Palm Peterbilt-GMC Trucks , Inc. #6 BID TABULATION B93-011 Sworn Statement Present? Yes , but it is a copy. Bid Bond Present? Yes , but it is a copy. Experience of Bidder Present? Yes Sub-Contractor Listed? Dempster listed without an address . Acknowledged Addenda? Yes Exceptions to Body on Compliance Check List? Note that % on compart- mentalizations are approximate. Hydraulic oil capacity is 30 gallons . Exceptions to Chassis on Compliance Check List? Tilt-Wheel Steering not available . Base Bid Price : $ 87 , 922 . 00 Options Sheet : Body; Compaction $ 7 , 827 .00 Chassis : Ford or other (indicate make if other) $ N/A /Peterbilt Trans Temperature Gauge $ 95 . 00 Cab Roof Vent $ N/A Dual Side Loading $ 5 ,495 . 00 Automatic Slack Adjusters $ Included Warranty Information: Peterbilt Warranty Standard Delivery Time : 90-120 Days Leasing Terms Given? None Literature Present? Yes Other Comments Noted? "C" is listed for Sherwin Williams color orange, but literature states it is Dupont Imtron. Sworn Statement of Dempster not filed . Bidder : Palm Peterbilt GMC Trucks, Inc. #7 BID TABULATION B93-011 Sworn Statement Present? Yes , but it is a copy. Bid Bond Present? Yes , but it is a copy. Experience of Bidder Present? Yes Sub-Contractor Listed? Ray Pace listed without an address . Acknowledged Addenda? Yes Exceptions to Body on Compliance Check List? All comply Exceptions to Chassis on Compliance Check List? Tilt-Wheel Steering not available. Base Bid Price : $ 90, 379. 00 Options Sheet : Body; Compaction $ Was left blank* Chassis : Ford or other (indicate make if other) $ N/A / Peterbilt Trans Temperature Gauge $ 95 . 00 Cab Roof Vent $ N/A Dual Side Loading $ Was left blank* Automatic Slack Adjusters $ Included Warranty information: Peterbilt Warranty Standard Delivery Time: 90-120 Days Leasing Terms Given? None Literature Present? Yes Other Comments Noted? *Where left blank on options sheet, literature states that compaction is optional for $5 , 500. 00 and dual side loading is optional at $5 , 145 . 00. "C" is listed for Sherwin Williams orange color, but literature states Dupont Imtron. Sworn Statement not filed for Ray Pace . Bidder : Palm Peterbilt-GMC Trucks , Inc. #8 BID TABULATION B93-011 Sworn Statement Present? Yes, but it is a copy. Bid Bond Present? Yes, but it is a copy. Experience of Bidder Present? Yes Sub-Contractor Listed? Transtat listed without an address . Acknowledged Addenda? Yes Exceptions to Body on Compliance Check List? 11 gauge for floor and side walls . Hydraulic oil capacity as 31 gallons . Exceptions to Chassis on Compliance Check List? Tilt-Wheel Steering not available. Base Bid Price: $ 95 , 100.00 Options Sheet : Body; Compaction $ States "Comply" Chassis : Ford or other (indicate make if other) $ N/A /Peterbilt Trans Temperature Gauge $ 95 . 00 Cab Roof Vent $ N/A Dual Side Loading $ States "Comply" Automatic Slack Adjusters $ Included Warranty Information: Peterbilt Warranty Standard Delivery Time : 90-120 Days Leasing Terms Given? None Literature Present? Yes , but literature shows HEIL as company for. body. Other Comments Noted? "C,, is listed for Sherwin Williams color orange, but literature indicates Dupont Imtron. Sworn Statement of Transtat not filed. Bidder: Palm Peterbilt-GMC Trucks , Inc. #9 BID TABULATION B93-011 Sworn Statement Present? Yes , but it is a copy. Bid Bond Present? Yes , but it is a copy. Experience of Bidder Present? Yes Sub-Contractor Listed? - Acknowledged Addenda? Yes Exceptions to Body on Compliance Check List? Cubic Yard is listed as 19.5; 16 gauge is used for floor, side walls, partitions , loading trough; hydraulic oil capacity is 5 gallons . Trough with hydraulic control is not available . Exceptions to Chassis on Compliance Check List? Tilt-Wheel Steering is not available . Base Bid Price : $ 54, 282 . 00 Options Sheet : Body; Compaction $ N/A Chassis : Ford or other (indicate make if other) $ N/A /GMC Trans Temperature Gauge $ 95. 00 Cab Roof Vent $ N/A Dual Side Loading $ N/A Automatic Slack Adjusters $ Included Warranty Information: GMC Standard Delivery Time: 30-45 Days Leasing Terms Given? None Literature Present? Yes Other Comments Noted? Additional letter is attached stating that Bidder realizes this unit is not in compliance with much of the specs . "C" is listed for color to be orange but literature states chassis is white. " Bidder: Container Systems & Equipment Company, Inc . Bid "A" (stated in package ) BID TABULATION B93-011 Sworn Statement Present? Original present Bid Bond Present? Original present Experience of Bidder Present? Was left blank Sub-Contractor Listed? Was left blank Acknowledged Addenda? Yes Exceptions to Body on Compliance Check List? Exceptions to tilt body, conversion to semi-automated cart loading system, body baffles , warranty states "See Note" Exceptions to Chassis on Compliance Check List? Exceptions to diesel engine, rear axle, and braking systems has "See note" (which is not clearly identified in package) . Note states : If specs mean ABS, anti- lock system, add additional $2275 . 00 to price. Exceptions fuel tank, fuel shut-off valve, and auxiliary rear springs. Base Bid Price: $ 65, 000 . 00 * Tnciicated that it is a Demo , ' 90 LODAL with 36, 893 miles and 2018 hours of use Options Sheet : Body; Compaction $ N/A Chassis : Ford or other (indicate make if other) $ Not Appl i/ble Trans Temperature Gauge $ Standard Cab Roof Vent $ Standard Dual Side Loading $ Standard Automatic Slack Adjusters $ Standard Warranty Information: Varied warranties Delivery Time: 30 Days Leasing Terms Given? None Literature Present? Yes Other Comments Noted? Statement noted that after August 6, this unit is subject to prior sale . Bidder: Ray Pace ' s Waste Equipment Inc. BID TABULATION B93-011 Sworn Statement Present? Original present Bid Bond Present? By check Experience of Bidder Present? Yes Sub-Contractor Listed? None listed Acknowledged Addenda? Yes Exceptions to Body on Compliance Check List? "C" indicated on every- thing on list, but a note stating "see attachment "A" appears after the trough with hydraulic lift item. Exceptions to Chassis on Compliance Check List? Exception on tilt steering wheel and hydraulic oil suction - states "see Attachment "A" . Attachment "A" also indicated after adjustable stand up seat, although a "C" is indicated . Base Bid Price : $ 74, 195 . 00 Options Sheet : Body ; Compaction $ si-Ates C - see attachment "B" Chassis : Ford or other (indicate make if other) $ C - see /attachment "B" Trans Temperature Gauge $ r• - s.e.e- attachment "B" Cab Roof Vent $ C - see attachment "B" Dual Side Loading $ C - see attachment "B" Automatic Slack Adjusters $ r - included in chassis price Warranty Information: Note indicating see attached Warranty Information Warranties are Ford and Labrie Standard Delivery Time : 60-75 Days Leasing Terms Given? None Literature Present? Yes , for Labrie and Ford Other Comments Noted? Attachment "A" indicates right hand fold down seat is available as an option for $420. 00; unit is equipped with an in-line filter in the return line and a strainer in the hydraulic oil fill tube. A suction strainer is not available; tilt steering wheel not available for right hand drive position; and controls are air/hydraulic controls, loading container is actuated by an air joystick located in the cab. Attachment "B" lists compaction option for $5 , 500.00; temp gauge for $80. 00; cab roof vent for $200. 00; and dual side loading for $5, 145 . 60. Literature indicates polyurethane paint. ATTACHMENT 2 "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" MAYOR•COMMISSIONER � Ocoee ' S.SCOTT VANDERGRIFT � ` Ca�° CITY OF OCOEE cSTY JON r 0. RUSTY JOHNSON 150 N.LAKESHORE DRIVE PAUL W.FOSTER v OCOEE,FLORIDA 34761 VERN COMBS (407)656-2322 SAM WOODSON J Of GOO CITY MANAGER ELLIS SHAPIRO MEMORANDUM TO: Montye Beamer, Director of Administrative Services FROM: Ray Brenner, Public Works Directo DATE: August 27 , 1993 RE: Recommendation for purchasing of recycling truck We have reviewed the fourteen bids that were submitted and have short listed the following three companies : Dempster, Ray Pace Waste , and Palm Peterbilt ( bid #4 ) GMC/Transtat . In making our recommendation to you, many factors have been considered. We are most pleased to recommend that the bid be awarded to the Dempster Company for the following reasons: 1 . The most important consideration is the ability to pull up to a stop, minimizing the distance the collector has to walk, dump the recyclables , and return to the cab of the vehicle . This enables us to main- tain cost effectiveness , the ability to expand the routes , and just as importantly, minimize employee fatigue, thus reducing possible injuries . 2 . Dempster offers a compaction unit that not only compacts plastics , but compacts the glass , aluminum, and steel as well . In addition, this unit is equipped with a newspaper compartmentalized compactor unit. Simply put , this equates to three trips weekly to the MRF vs . the ten trips we are presently making . The savings of approximately 4 hours weekly will allow us to expand service collections . Other compaction units can only compact plastics , not co-mingled, thereby requiring curb separation of glass, aluminum and steel cans. 3 . The Dempster is equipped with right hand and left hand loading capabilities. As the growth of the city continues , the city could add an additional employee and provide a growth factor that would eliminate the need for an additional vehicle , however, it would be my recommendation that in two years we purchase an additional recycling vehicle and use this vehicle as a back up, or expand route collections . PAGE 2 MONTYE BEAMER August 27 , 1993 4 . In the competitors demonstrations it was observed in the field during normal operations , that the vehicles were unable to make the turn around in a cul-de-sac , making it necessary to perform a three point turn. This could create a problem when backing up , as visibility on all these types of vehicles is limited. The Dempster can make the turn around without utilizing the three point turn. Our city has many cul-de-sacs , and this efficiency in turning saves time . 5 . The supervisor and drivers for the City of Orlando related that on a vehicle less than one year old, they have experienced difficulties in getting parts . As an example , it took three weeks for them to get an alternator out of Canada. Availability on the International chassis (Dempster) is local with no down time during winter months . The proposed vehicle is a demonstrator, 1992 International 4900 Series cab and chassis , with a Dempster compaction body, dual side load. Delivery could be made in ten days and the truck would be painted the prescribed orange . In checking the gross vehicle weight on the front and rear axles on this vehicle , we believe the lesser GVWs are adequate for this particular vehicle . It was specified in the bid documents that a Ford was preferred but not mandatory. When the fleet was predominately Ford, it was an advantage to continue with Fords because parts were interchangeable and easier to have in stock. It is no longer the case that the fleet is predominately Ford ; no standardization on Ford parts was specified. I hope this information is helpful to you. Should you need additional information, please advise . RB: jh C: Darrel Dees , Solid Waste Supervisor ATTACHMENT 3 Solid Waste and Recovery Systems, Inc. EQUIPMENT SALES • SERVICE • CONSULTING August 31 , 1993 Mr . Mark W. Brace, Buyer Office of Administrative Services City of Ocoee 150 North Lakeshore Drive Ocoee, FL 34761 RE: Bid Number B93-011 In reference to your letter of August 26, received yesterday, please be advised that we intend to object to, and formally protest , an award to Demster, Inc. , in the event such action is taken. At this time, we request a copy of the "Staffs recommendation" by return mail and the opportunity to address the Board of City Commissioners at your September 7th meeting. Your assistance and cooperation in this matter is appreciated. Sincerely, S, D WASTE & RE VERY SYSTEMS, INC. -2 Jan M. Randol P Sales Manager JMR/sla cc: Rusty Johnson, Commissioner Paul W. Foster , Commissioner Vern Combs, Commissioner Sam Woodson, Commissioner 5dll(l PW1 f;RANf1G AVP • .IACICRnKIVII I F FI none gnnric . ron ii T]1_n7nn . CAY onA 9=0 7n1 . onn '],]4 nnec ATTACHMENT 4 SENT BY: 8-27-93 ; 13:35 ;CENTERS OF WESTSHORE- 407 656 5725;# 2/ 3_ 1111/ Liberty National Leasing Company A$ulsida'y o l*lw y NsfiorW BW* LEASE PROPOSAL AUGUST 27, 1993 LESSOR: LIBERTY NATIONAL LEASING COMPANY 550 NORTH REO STREET, SUITE 300 TAMPA, FLORIDA 33609 LESSEE: CITY OF OCOEE 150 NORTH LAKESHORE DRIVE OCOEE, FLORIDA 34761 EQUIPMENT: ( 1) 1992 DEMPSTER RECYCLING TRUCK EQUIPMENT COST: $ 72, 500 .00 OPTION ONE: STRUCTURE - QUARTERLY PAYMENTS IN ADVANCE LEASE TERM INTEREST RATE PAYMENT 4 YEARS 5 . 21% $ 4,984. 50 ANNUAL TOTAL: $ 19, 938 .00 TOTAL OF ALL LEASE PAYMENTS: $ 79, 752 . 00 OPTION TWO: STRUCTURE - ANNUAL PAYMENTS IN ADVANCE LEASE TERM INTEREST RATE PAYMENT 4 YEARS 5. 39% $ 19, 578.50 ANNUAL TOTAL: $ 19 , 578 .50 TOTAL OF ALL LEASE PAYMENTS: $ 78, 314 . 00 PROPOSAL EXPIRATION DATE : SEPTEMBER 30, 1993 CREDIT APPROVAL: THIS IS A PROPOSAL ONLY, AND DOES NOT REPRESENT A COMMITMENT TO LEASE . FINAL ACCEPTANCE WILL BE SUBJECT TO CREDIT APPROVAL BY THE SENIOR FINANCE COMMITTEE OF LIBERTY NATIONAL LEASING COMPANY. SENT BY: 8-27-93 : 13:36 :CENTERS OF WESTSHORE- 407 656 5723: 3/ 3 page 2 of 2 LIBERTY NATIONAL LEASING COMPANY BY: DATE: 2.7 -4 3 FROM :ASSOCIATES DETROIT #2602 TO 407 656 6725 1663,08-27 12: 14PM #409 P.01!02 ASSOCIATES COMMERCIAL CORPORATION 26999 CENTRAL PARK BOULEVARD SUITE 245 SOUTHFIELD, MICHIGAN 48076 *********************************** DATE:�._.. t . _. TO: Ayttol/i.,(3-)-) 7r��1r��.r.<r/ (Y-1 . 1..._ FROM: MUNICIPAL LEASE DEPARTMENT COVER . / _ Page(s ) Our Fax number is ( 313 ) 354-6452 . If you have any trouble receiving this tranamisaion, please contact Associates Commercial Corporation 313/354--5190, FROM :ASSOCIATES DETROIT #2602 TO 407 656 5725 1993.08-27 12:14PM #409 P.02/02 t,BASE/PUROIiASk FINANCING PROPOSAL FORc;lTY_Ule OCOE , FLORIDA PROPOSAL #14808 Revised OPTION U. OPTION #2 Payments : In advance In advance Number of Payments 16 4 Payment Timing : Quarterly Annual Payment. Amount : $4 , 986 . 10 $19, 557 .59 Payment Factor : .068760 . 269760 Underwriting Fee : $300 . 00 paid on $300 . 00 paid on execution of execution of documents documents Total Amount. Funded : $72, 500.00 $72, 500 . 00 Annual Percentage Rate : 5 . 22% 6 . 32% DOCUMENTATION AND FUNDING MUST BE COMPLETED BY NOVEMBER 30, 1993 **************** EQUIPMENT DESCRIPTION **************** DESCRIPTION MANUF. OTY. DELIVERY DATE. EQUIPMENT COST 1992 Used Recycling Truok Dempster 1 10/93 $72, 500.00 TOTAL EQUIPMENT COST AFTER DOWN/TRADE: $72 , 500 .00 ****** ************************************************ The above financing proposal ham been arranged by The Associates, for submission to City of Oooee, Florida. This proposal is for financing only and is subject to : 1 . Completion of mutually acceptable documentation substantially in the form of the enclosed sample document.: . 2. A review of the proposed essential use of the equipment and a final oredit approval of City of Ocoee, Florida, prior to funding . 3 . No material adverse change in the financial condition of City of Ocoee , Florida, prior to funding. 4 . Receipt of a copy of the last three years ' audited financial statements and the current year' m budget for City of Oooee, Florida. 5. No change in Federal or applicable state or local tax law, regulations, case law, rulings, or other interpretations by the Internal Revenue Service that would affect adversely any Federal , state, or local tax benefit assumed in determining the above proposal . 6 . That the City of Oooee, Florida, qualifies as a political subdivision as defined in the internal Revenue Code. EI'90/mt: 0 1 TUCKER LEASING THERE ARE PAGES TO THIS FAX, CAPITAL CORR INCLUDING COVER SHEET. IF YOU DO A CEI1RERaANtc:nnnrANr NOT RECEIVE ALL PAGES, CALL 1-800- 344-2224, OUR FAX NUMBER IS 215-542- 1307. DATE 5-27-93 TO Mark Brace FROM Robert A. Marino REFERENCE Dempater Recycling Quote As per our phone conversation, please find below our revised quote based on $72,500.00 Terme: 48 months in term, Quaterly payments in advance, 6:734 $5,120.13 48 months in term, Annual payments in advance, 6:78 % $20,851.78 When you ready to start processing your loan please contact me at 1-800-344-2224. C • ally, ` ' • jair ob-rt A. Marino Divieional' Sales Manager Waste Equipment Division WE FINANCE ENVIRONMENTALLY CONCERNED COMPANIES Corporate Headquarters: 1230 Port Washington Blvd.,Port Washington,NY 11050•(516)883-9600• Fax:(518)883-9308 08/27/93 11:01 $407 287 9890 RNB STUART 72]002 ISE Nall] ITIMSIBANK 989 S.FucJeral Highway Stuart,Florida 34994 (407)287-7600 To: The City of Ocoee Montye Dommorr Director of Aaminifiitrktion Re: Refuse Truck Lease/Purchase Riverside National Bank is pleased to provide the following quote for your consideration. Quote 3uTJ j cct to b+s Libtak.:LL+i y financial statements. Amount Requested: $72, 500. 00 Rate: 5.89% Term: 4 Years Documentation Fees: None End of Lease Cost: None Total 4 Years: Annual in Advance - $78, 837 .32 Quarterly in AdvQw.%w - $8o,7.LG.9G nna P. Tayl Municipal Leasing Coordinator August 27, 1993 wth Officco to Sorva You Fort Pierce- Dnrt Ct 1 tir•.ia—1 ikpwnt,rl Park-- Vero Beach Member F.D.1.C. 08/27/93 11:01 12407 287 9890 RNB STUART 2003 CITY OF OCOEE 0S-27--1993 F; 1 CompounUiiiu ;_::rind. . . : Annual Nominal annual rata. . : 5.89'C) % Effective annual rake: 0 % Ruwiod" _ rete.. - : 5._E900 - % Equivalent daily rate: 0. 01614 % CASH FLOW DATA Event Date Amount # Period End-date 1 Loan 0S-27-93 777 00. 00 1 v. t'ayment 05-Z7-97.3 i9,70 -z-{ /1 • 'r.Snnual rIP Vi --94., AMORTIZATION OCHEDULE - Nor•mwl amor-f i 7 A1-'i nn Fri. QatLi Rzymmn 7niF'rmrlm f• F'r-i ncl nal Balance Loan 08-27-1993?-1993 7 500.00 ou ., i, 177725 1.9,7r_cP . ?7 0. 00 19.709"33 52,790. t-1,7 199 totals 19y?cY9. ?3 0. 00 19,74 9. 33 2 0S-27-1994 19,709. 33 3, 109. 37 16g5.99. 96 36, 190. 71 1994 t•mi-A l Ci i 9 y r <.19. 33 3 , 10 . 37 1‘,599. 96 3 1.16-7(-1=w ) 19y709. .�S7..1 2, 131 . 63 17 ,577. 70 1S,61 _ 01 199E tota1s ' 19,709.33 2, 131 . 63 17,577. 70 4 0G-27-1996 19.709. 33 1 ,096. 32 18y613. 01 0. 00 1Y-e6 totals 1'17 c 1-0-7. 7.:3 1 ;<:>91a.3^ 127b1-1_ 01 Grand totals 78,837.:12 . ,337. 772 72,500. 00 08/27/93 11:02 12407 287 9890 RNB START (1004 •w CITY OF OCOEF, 02-27-1993 Pg L Compounding period. . . a Quarter. Nominal annual r•ate5.890 Effective annual rate! 6.021 % rerioulL r• L= i - n-^^: % Equivalent daily rate: 0. 01614 % CASH FLOW DATA Event Date Amount 4 Period End-date 1 Loan 08-27-93-93 72 ,5O0.til l 1 2 Payment t78-...r,r-93 54044.R1 �7 16 Quar•ter 05-27-97 A!'1ORTI 2t T ICN SCHEDULE - Nmrmal ort i.z ati on Pmt Date Payment Interest Principal Da',41 1L� Lnan 08-27-1997 .J72,500.00 2a ^- 0 81 0. 00 5,044. 81 67,455. 19 1 CYS-�,,^i�l�i:3 , t 4t� .r 993. 28 4,051 .53 63,•'�Fr:��3, 6s4 2 11-27-1993 5,044. 21 . 53 199• totals }.;s,o0e . 62 w97. 7.8 9, 3 02-27-1994 5,044. 31 937. 62 4, 111 . 19 59 ,292. 47 9 ,L92 4 r° 4 05-27-1994 5,044.21 873. O8 4, 171 . 73 S Oa-77-1994 5,1 44.81 81 a . 6b 4,233. 16 50,G87-5F 6 11-27-1994 5,044. el 749. 32 4,295. 49 46,592. 09 1994 total 20, 179.24 7,367. 67 16,811.57 7 02-27-191;9502-27-191;955 044.81 686. 07 4,358.74 421277. 35 w � w1 �•,4.�:2.42 37,010. 17 8 05-27-i9 '• , 5. 044.81. i . 89 4,4.22. .5 3 ,-,-'0. 1 -,^ >� 5,044. 81 556. 76 i 3 W 32 10 11-27-199544 5 t. . . 81 4.90. 67 4,n54. 14 22,761P-24 11 02-27-1996 3,044. 81 423. 61 4,621 . 70 24, 14i.04 ;^ 5_27_ 9 `i 044. 81 355. 57 4,629, 24 19,457. 80 1 . Cs,., i 19 6 T �• 14.69x'. �1 13 08...27-199„ 5,044. 81 286.52 4,752.29 `' 222. 15 18,89x'.09 14 11-2 ... 9 44. 81 216.45 4,829. 36 9,871 . 15 71.9 . 9 S, - 0 1996 totals 21�, 1. x'9,.24 1 ,222. 15 145.35 4 ,899. 46 4,971 . 69 i02-27 -1997 ,.x,4.44. n t'�_ iir.'s 16 05-27-1997 5,044. 21 t'' i Z 4,771 .-1, L997 totals lo,oe9, 6s2 2I . 4? `-'i ,,271 . 15 Cr-and �6•�a1c 20 .716.96 8,21696 72,500. 00 RESOLUTION NO. 93- /O A RESOLUTION OF THE CITY OF OCOEE, FLORIDA APPROVING AN EQUIPMENT LEASE/PURCHASE AGREEMENT WITH LIBERTY NATIONAL BANK AND TRUST COMPANY OF LOUISVILLE 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 LOUISVILLE (hereinafter called "Lessor") in substantially the form attached hereto and by this reference made a part hereof (the "Equipment Lease") and that this City lease equipment from Lessor pursuant to the terms of such Equipment Lease; and that the Mayor and the City Clerk of this City be and hereby are authorized and directed in the name and on behalf of this City to execute the Equipment Lease with Lessor in substantially the form presented at this meeting, with such changes therein and additions thereto as shall be approved by such officers who execute the same, and such execution shall be conclusive evidence that each such document so executed has been authorized and approved by this vote. FURTHER RESOLVED, that the City Commission of the City of Ocoee, Florida finds that a true and very real need exists for the acquisition of the Equipment described in the Equipment Lease and that such acquisition is in the best interests of the City of Ocoee. FURTHER RESOLVED, that the City Commission of the City of Ocoee, Florida finds that the City of Ocoee has taken the necessary steps, including compliance with any applicable legal bidding requirements, under applicable law to arrange for the acquisition of such equipment. FURTHER RESOLVED, that the obligations of the City under the Equipment Lease be hereby designated, pursuant to Section 265 (b) (3) (D) of the Internal Revenue Code of 1986, as amended (hereinafter called the "Code") , as comprising a portion of the $10, 000, 000. 00 in aggregate issues which may be designated as "Qualified Tax-Exempt Obligations" eligible for the exception to the general rule of the Code which provides for a total disallowance of a deduction for interest expense allocable to the carrying of tax-exempt obligations. FURTHER RESOLVED, that the Mayor and the City Clerk of this City be and hereby are authorized to execute and deliver such other instruments and take such other actions as they shall deem necessary and desirable for the purpose of carrying out these resolutions and consummating the transactions contemplated by the Equipment Lease. FURTHER RESOLVED, that the foregoing resolutions shall remain in full force and effect until written notice of their amendment or rescission shall have been received by Lessor and that receipt of such notice shall not affect any action taken by Lessor prior thereto. FURTHER RESOLVED, that the Clerk of this City be and hereby is authorized and directed to certify to the Lessor the foregoing resolutions and that the provisions thereof are in conformity with the charter of this City. ADOPTED this day of , 1993 . ATTEST: APPROVED: CITY OF OCOEE, FLORIDA Jean Grafton, City Clerk S. Scott Vandergrift, Mayor (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA. APPROVED AS TO FORM AND LEGALITY this day of , 1993 FOLEY & LARDNER APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON THE DATE INDICATED By: ABOVE UNDER AGENDA ITEM City Attorney NO. C:\WP5l\DOCS\PER\LEGAL\RESOLUPE I9/I/93118W0151 PER:dp Agreement No. MUNICIPAL LEASE-PURCHASE AGREEMENT LESSOR: Liberty National Bank and Trust Company of Louisville 312 South Fourth Avenue,Suite 400 Louisville,Kentucky 40202 LESSEE: City of Ocoee,Florida 150 North Lakeshore Drive Ocoee,Florida 34761 This Municipal Lease-Purchase Agreement(the"Agreement")entered into between Liberty National Bank and Trust Company of Louisville("Lessor"),and City of Ocoee,Florida("Lessee"),a body corporate and politic duly organized and existing under the laws of the State of Florida("State"); WITNESSETH: WHEREAS,Lessor desires to lease the Equipment,as hereinafter defined,to Lessee,and Lessee desires to lease the Equipment from Lessor,subject to the terms and conditions of and for the purposes set forth in this Agreement;and WHEREAS,Lessee is authorized under the Constitution and laws of the State to enter into this Agreement for the purposes set forth herein; NOW,THEREFORE,for and in consideration of the premises hereinafter contained,the parties hereby agree as follows: ARTICLE I COVENANTS OF LESSEE Lessee represents,covenants and warrants,for the benefit of Lessor and its assignees,as follows: (a) Lessee is a public body,corporate and politic,duly organized and existing under the Constitution and laws of the State. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body, corporate and politic. (c) Lessee is authorized under the Constitution and laws of the State to enter into this Agreement and the transaction contemplated hereby,and to perform all of its obligations hereunder. (d) Lessee has been duly authorized to execute and deliver this Agreement under the terms and provisions of the resolution of its governing body,attached hereto as Exhibit A,or by other appropriate official approval,and further represents,covenants and warrants that all requirements have been met,and procedures have occurred in order to ensure the enforceability of this Agreement,and Lessee has complied with such public bidding requirements,if any,as may be applicable to this Agreement and the acquisition by Lessee of the Equipment hereunder. Lessee shall cause to be executed an opinion of its counsel substantially in the form attached hereto as Exhibit B. (e) During the term of this Agreement,the Equipment will be used by Lessee only for the purpose of performing one or more essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than the Lessee. 1 Agreement No. (f) During the period this Agreement is in force,Lessee will annually provide Lessor with such current financial statements, budgets,proof of appropriation for ensuing fiscal year or such other financial information relating to the decision of Lessee to continue this Agreement as may be reasonably requested by Lessor or its assignee. (g) The Equipment will have a useful life in the hands of the Lessee that is substantially in excess of the Original Term and all Renewal Terms. (h) The Equipment is,and during the period this Agreement is in force will remain,personal property and when subjected to use by the Lessee under this Agreement,will not be or become futures. ARTICLE II DEFINITIONS The following terms will have the meanings indicated below unless the context 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 terms hereof. "Commencement Date"is the date when the term of this Agreement begins and Lessee's obligation to pay rent accrues,which date shall be the date as indicated on the Certificate of Acceptance 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 Renewal Terms provided for in this Agreement under Section 4.01. "Lessee"means the entity which is described in the first paragraph of this Agreement and which is leasing the Equipment from Lessor under the provisions of this Agreement. "Lessor"means(i)Liberty National Bank and Trust Company of Louisville,acting as Lessor hereunder,(ii)any surviving resulting or transferee corporation;and(iii)except where the context requires otherwise,any assignee(s)of Lessor. "Original Term"means the period from the Commencement Date until the end of the fiscal year of Lessee in effect at the Commencement Date. "Purchase Price"means the amount indicated with respect to any date after payment of all Rental Payments(defined below)due through such date,all as set forth in Exhibit E hereto,or Supplemental Exhibit E hereto,as the case may be. "Renewal Terms"means the automatic renewal terms of this Agreement as provided for in Article W of this Agreement,each having a duration of one year and a term co-extensive with the Lessee's fiscal year,except the last of such automatic renewal terms which shall end on the due date of the last Rental Payment set forth in Exhibit E to this Agreement. "Rental Payments"means the basic rental payments payable by Lessee pursuant to the provisions of this Agreement during the Lease Term,payable in consideration of the right of Lessee to use the Equipment during the then current portion of the Lease Term. Rental Payments shall be payable by Lessee to the Lessor or its assignee in the amounts and at the times during the Lease Term,as set forth in Exhibit E of this Agreement. "Vendor"means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer from whom Lessor purchased or is purchasing the Equipment. 2 Agreement No. ARTICLE III LEASE OF EQUIPMENT Lessor hereby demises,leases and lets to Lessee,and Lessee rents,leases and hires from Lessor,the Equipment,in accordance with the provisions of this Agreement,to have and to hold for the Lease Term. ARTICLE Pi LEASE TERM Section 4.01. Commencement of Lease Term. The Original Term of this Agreement shall commence on the Commencement Date as indicated in Exhibit F and shall terminate on the last day of Lessee's current fiscal year. Lessee may renew this Agreement beyond the expiration of the Original Term,or beyond the expiration of any subsequent Renewal Term,up to the number of additional fiscal years provided in Schedule E of this Agreement by appropriating sufficient funds to make scheduled Rental Payments for the ensuing fiscal year(each a"Renewal Term"). Terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term,except that the Rental Payments shall be as provided in Exhibit E of this Agreement. Section 4.02. Termination of Lease Term. The Lease Term will terminate upon the earliest of any of the following events: (a) The expiration of the final Renewal Term of this Agreement and the payment by Lessee of all Rental Payments authorized or required to be paid by Lessee hereunder, (b) The nonrenewal of this Agreement in the event of nonappropriation of funds pursuant to Section 6.06; (c) The exercise of Lessee of the option to purchase the Equipment before expiration of this Agreement granted under the provisions of Articles IX or XI of this Agreement;or (d) A default by Lessee and Lessor's election to terminate this Agreement under Article XIII. Section 4.03. Return of Fgyipment on Termination. Upon expiration or earlier termination of the Original Term or any Renewal Term under any provision of this Agreement at a time when Lessee does not exercise its option to purchase the Equipment granted under the provisions of Articles DC or XI of this Agreement,Lessee hereby agrees to voluntarily deliver the Equipment to Lessor packaged or otherwise prepared in a manner suitable for shipment by truck or rail common carrier at a location specified by Lessor. ARTICLE V ENJOYMENT OF EQUIPMENT Lessor 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 purpose of inspecting the Equipment. 3 Agreement No. ARTICLE VI RENTAL PAYMENTS Section 6.01. Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments hereunder shall constitute a current expense of Lessee out of its available non-ad valorem revenues and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by Lessee. Nothing contained herein shall constitute a pledge of the Lessee's general tax revenues,funds or monies. Section 6.02. payment of Rental Payments. During the Original Term and during each Renewal Term elected by Lessee,Lessee shall pay Rental Payments,exclusively from legally available funds,in lawful money of the United States of America to Lessor or,in the event of assignment by Lessor,to its assignee,in the amounts and on the dates set forth in Exhibit E hereto. Rental Payments shall be in consideration for Lessee's use of the Equipment during the applicable year in which such payments are due. Section 6.03. Interest and Principal Components. A portion of each Lease Rental Payment is paid as,and represents payment of, interest,and the balance of each Rental Payment is paid as,and represents payment of principal. Exhibit E hereto sets forth the interest component and the principal component of each Rental Payment during the Lease Term. Section 6.04. Rental Payments to be Unconditional. During the Original Term and during each Renewal Term elected by Lessee, the obligations of Lessee to make payment of the Rental Payments required under this Article VI and other sections hereof and to perform and observe the covenants and agreements contained herein shall be absolute and unconditional in all events,except as expressly provided under this Agreement. Notwithstanding any dispute between Lessee and Lessor,any Vendor or any other person, Lessee agrees to pay all Rental Payments when due and shall not withhold any Rental Payments pending fmal resolution of such dispute,nor shall Lessee assert any right of set-off or counterclaim against its obligation to make such payments when required under this Agreement. Lessee's obligation to make Rental Payments during the Original Term or the then current Renewal Term elected by Lessee shall not be abated through accident or unforeseen circumstances. Section 6.05. Continuation of Lease Term by Lessee. Lessee intends,subject to the provisions of Section 6.06,to continue the Lease Term through the Original Term and all the Rental Payments hereunder. Lessee reasonably believes that legally available funds from non-ad valorem tax sources in an amount sufficient to make all Rental Payments during the Original Term and each of the Renewal Terms can be obtained. Lessee further intends,subject to the provisions of 6.06,to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments may be made,including making provision for such payments to the extent necessary in each biannual or annual budget submitted and adopted in accordance with applicable provisions of state law,to have such portion of the budget approved. Section 6.06. Termination by Nonappropriation. In the event Lessee does not appropriate sufficient funds for the payment of the Rental Payments scheduled to be paid in next occuring Renewal Term then,Lessee may,not withstanding any other provision contained herein to the contrary,terminate this Agreement at the end of the then current Original Term or Renewal Term,and Lessee shall not be obligated to make payment of the Rental Payments provided for in this Agreement beyond the end of the then current Original or Renewal Term. Lessee agrees to deliver notice to Lessor of such termination prior to the adoption of the Renewal Term's Budget. 4 Agreement No. ARTICLE VII TITLE TO EQUIPMENT Section 7.01. Title to the Equipment. During the term of this Agreement,title to the Equipment and any and all additions,repairs, replacements or modifications shall vest in Lessee,subject to the rights of Lessor under this Agreement. In the event of default as set forth in Section 13.02 or nonappropriation as set forth in Section 6.06,Lessee agrees to surrender possession of the Equipment to Lessor. Lessee and Lessor intend for federal income tax purposes under the Internal Revenue Code of 1986,as amended,that this Agreement constitutes a financing lease or an installment sale contract rather than a true lease. Section 7.02. Notice Filing. Lessee agrees to execute for informational purposes a notice filing financing statement as attached hereto. ARTICLE VIII MAINTENANCE;MODIFICATION;TAXES;INSURANCE AND OTHER CHARGES Section 8.01. Maintenance of Equipment by Lessee. Lessee agrees that at all times during the Lease Term Lessee will,at Lessee's own cost and expense,maintain,preserve and keep the Equipment in good repair,working order and condition,and that Lessee will from time to time make or cause to be made all necessary and proper repairs,replacements and renewals. Lessor shall have no responsibility in any of these matters,or for the making of improvements or additions to the Equipment. Section 8.02. Taxes.Other Governmental Charges and Utility Charges. The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary purposes of Lessee and,therefore,that the equipment will be exempt from all taxes presently assessed and leviedwith respect to personal property. In the event that the use,possession or acquisition of the Equipment is found to be subject to taxation in any form(except for income taxes of Lessor),Lessee will pay during the Lease Term,as the same respectively come due,all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment and any equipment or other property acquired by Lessee in substitution for,as a renewal or replacement of,or a modification,improvement or addition to the Equipment,as well as all gas,water,steam,electricity,heat, power,telephone,utility and other charges incurred in the operation,maintenance,use,occupancy and upkeep of the Equipment provided that,with respect to any governmental charges that may lawfully be paid in installments over a period of years,Lessee shall be obligated to pay only such installments as have accrued during the time this Agreement is in effect. Section 8.03. provisions Regarding Insurance. At its own expense,Lessee shall cause casualty,public liability and property damage insurance to be carried and maintained,or shall demonstrate to the satisfaction of Lessor that adequate self-insurance is provided with respect to the Equipment,sufficient to protect the Full Insurable value(as that term is hereinafter defined)of the Equipment,and to protect Lessor from liability in all events. All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement. Lessee shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term. Alternatively,Lessee may insure the Equipment under a blanket insurance policy or policies which cover not only the Equipment but other properties. If Lessee insures similar properties by self-insurance,Lessee will insure similar properties by self-insurance,Lessee will insure the Equipment by means of an adequate insurance fund. The"Full Insurable Value"as used herein shall mean the full replacement value of the Equipment. Any insurance policy pursuant to this Section 8.03 shall be so written or endorsed as to make losses,if any,payable to Lessee and Lessor as their respective interests may appear. The Net Proceeds(as defined in Section 9.01)of the insurance required in this Section 8.03 shall be applied as provided in Article 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 it materially and adversely to the interest of Lessor without first giving written notice thereof to Lessor at least 30 days in advance of such cancellation. Section 8.04. Athango. In the event Lessee shall fail to maintain the full insurance coverage required by this Agreement gr shall 5 Agreement No. fail to keen the Equipment in good repair and operating n itio Lessor may(but shall be under no obligation to)purchase the required policies of insurance and pay the premiums necessary and provide for payment thereof;and all amounts so advanced therefore by Lessor shall become additional rent for the then current Original Term or Renewal Term,which amounts,together with interest thereon at the rate of 12%per annum,Lessee agrees to pay. ARTICLE IX DAMAGE,DESTRUCTION AND CONDEMNATION: USE OF NET PROCEEDS Section 9.01. Damage.Destruction and Condemnation, Unless Lessee shall have exercised its option to purchase the Equipment by making payment of the Purchase Price as provided herein,if prior to the termination of the Lease Term(a)the Equipment or any portion thereof is destroyed(in whole or in part)or is damaged by fire or other casualty or(b)title to,or the temporary use of the Equipment or any part thereof or the estate of Lessee or Lessor in the Equipment or any part thereof shall be taken under the exercise of the power eminent domain by any governmental body or by any person,firm or corporation acting under governmental authority, Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award to be applied to the prompt repair, restoration,modification or improvement of the Equipment. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee. For purposes of Section 8.03 and this Article DC,the term"Net Proceeds"shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award after deducting all expenses(including attorney's fees)incurred in the collection of such claims or award. Section 9.02. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair,restoration, modification or improvement referred to in Section 9.01 hereof,Lessee shall either(a)complete the work and pay any cost in excess of the amount of Net Proceeds,and Lessee agrees that if by reason of any such insufficiency of the Net Proceeds,Lessee shall make any payments pursuant to the provisions of this Section 9.02,Lessee shall not be entitled to any reimbursement therefore from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Article VI hereof or(b)if Lessee is not in default hereunder, Lessee shall pay to Lessor the amount of the then applicable Purchase Price,and,upon such payment,the Lease Term shall terminate and Lessor's interest in the Equipment shall terminate as provided in Article XI of this Agreement. The amount of the Net Proceeds in excess of the then applicable Purchase Price,if any,may be retained by Lessee. ARTICLE X DISCLAIMER OF WARRANTIES;VENDOR'S WARRANTIES;USE OF EQUIPMENT Section 10.01. Disclaimer of Warranties. I.RCSOR MAKES NO WARRANTY OR REPRESENTATION,EITHER EXPRESS OR IMPLIED,AS TO THE VALUE,DESIGN,CONDITION,MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT,OR WARRANTY WITH RESPECT THERETO. In no event shall Lessor be liable for any incidental,indirect,special or consequential damage in connection with or arising out of this Agreement or the existence,furnishing,functioning or Lessee's use of any item or products or services provided for in this Agreement. 6 Agreement No. Section 10.02. Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent and attorney-in-fact during the Lease Term,so long as Lessee shall not be in default hereunder,to assert from time to time whatever claims and rights,including warranties of the Equipment,which Lessor may have against the Vendor of the Equipment. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be against the Vendor of the Equipment,and not against the Lessor,nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement,including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes,and has made,no representation or warranties whatsoever as to the existence or availability of such warranties of the Vendor of the Equipment. Section 10.03. Use of the Equipment. Lessee will not install,use,operate or maintain the Equipment improperly,carelessly,in violation of any applicable law or in a manner contrary to that contemplated by this Agreement. Lessee shall provide all permits and licenses,if any,necessary for the installation and operation of the Equipment. In addition,Lessee agrees to comply in all respects (including,without limitation,with respect to the use,maintenance and operation of each item of the Equipment)with all laws of the jurisdictions in which its operations involving any item of Equipment may extend and any legislative,executive,administrative or judicial body exercising any power or jurisdiction over the items of the Equipment;provided,however,that Lessee may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not,in the opinion of the Lessor,adversely affect the estate of Lessor in and to any of the items of the Equipment or its interest or rights under this Agreement. ARTICLE XI OPTION TO PURCHASE At the request of Lessee,Lessor's interest in the Equipment and additional Rental Payments will be terminated and this Agreement shall terminate: (a) At the end of the final Renewal Term,upon payment by Lessee of all Rental Payments scheduled as set forth in Exhibit E to this Agreement;or (b) if the Lease Term is terminated pursuant to Article IX of this Agreement,in the event of total damage,destruction or condemnation of the Equipment;or (c) any time when Lessee is not on such date in default under this Agreement,upon payment by Lessee of the then applicable Purchase Price to Lessor. Upon the occurrence of any of such events,Lessor shall deliver a Bill of Sale of its remaining interest in the Equipment to Lessee "AS IS-WHERE IS"without additional cost or payment by Lessee. ARTICLE XII ASSIGNMENT,SUBLEASING,INDEMNIFICATION MORTGAGING AND SELLING Section 12.01. Assignment by Lessor. This Agreement,and the obligations of Lessee to make payments hereunder,may be assigned and reassigned in whole or in part to one or more assignees and subassignees by Lessor at any time subsequent to its execution, without the necessity of obtaining the consent of Lessee;provided,however,that no such assignment or reassignment shall be effective unless and until(i)Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or subassignee,and(ii)in the event that such assignment is made to a bank or trust company as trustee for holders of certificates representing interest in this Agreement,such bank or trust company agrees to maintain,or cause to be maintained,a book-entry system by which a record of names and addresses of such holders as of any particular time is kept and agrees,upon request of the Lessee,to furnish such information to Lessee. Upon receipt of notice of assignment,Lessee agrees to reflect in a book entry assignee designation in such notice of assignment,and to make all payments to the assignee designated in the notice of assignment,notwithstanding any claim,defense,setoff or counterclaim whatsoever(whether arising from a breach of this Agreement or otherwise)that Lessee may from 7 Agreement No. time to time have against Lessor,or the assignee. Lessee agrees to execute all documents which may be reasonably requested by Lessor or its assignee to protect their interests in this Agreement. Section 12.02. 13.41312..ASSig111=ILLU.Sublcasin&hylguss. This Agreement and the interest of Lessee in the equipment may not be sold,assigned or encumbered by Lessee without the prior written consent of Lessor or assignee. Section 12.03. Release and jadgmnjficatigiLrjarmagla. To the extent permitted by the laws and Constitution of the State,Lessee shall protect,hold harmless and indemnify Lessor from and against any and all liability,obligations,losses,claims and damages whatsoever,regardless of cause thereof,and expenses in connection therewith,including,without limitation,counsel fees and expenses, penalties and interest arising out of or as the result of the entering into this Agreement,the ownership of any item of the equipment,the ordering,acquisition,use,operation,condition,purchase,delivery,rejection,storage or return of any item of the equipment or any accident in connection with the operation,use,condition,possession,storage or return of any item of the equipment resulting in damage to property or injury to or death of any person. The indemnification arising under this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under this Agreement or the termination of the lease term for any reason. Lessee agrees not to withhold or abate any portion of the payments required pursuant to this Agreement by reason of any defects, malfunctions,breakdowns or infirmities of the equipment. Lessee acknowledges that Lessor's yield with respect to this Agreement is dependent upon the full amount of each lease rental payment being excluded from Lessor's income pursuant to Section 103(a)of the United States Internal Revenue Code of 1986 as amended(the"Code"). Accordingly,if at any time,as a result of a determination that Lessee has breached a representation or covenant contained herein,or as a result of any change in the Code,any payment of either the interest component or the principal component of any lease rental payment is,in the opinion of counsel for the Lessor,subject to or affected by any income,preference,excess profits, minimum or other federal tax,Lessee shall pay,as additional interest,an amount which is necessary to provide to Lessor the same net income as Lessor would have received but for such event. Lessor's calculations of such additional interest shall be binding upon Lessee in the absence of manifest error. ARTICLE JAI EVENTS OF DEFAULT AND REMEDIES Section 13.01. Events of Default ncringd. The following shall be"events of default"under this Agreement and the terms"event of default"and"default"shall mean,whenever they are used in this Agreement,any one or more of the following events: (a) Failure by Lessee to pay any rental payment or other payment required to be paid hereunder at the time specified herein;and (b) Failure by Lessee to observe and perform any covenant,condition or agreement on its part to be observed or performed,other than as referred to in Section 13.01 (a),for a period of 30 days after written notice,specifying such failure and requesting that it be remedied as given to Lessee by Lessor,unless Lessor shall agree in writing to an extension of such time prior to the expiration,provided, however,if the failure stated in the notice cannot be corrected within the applicable period,Lessor will not unreasonably withhold its consent 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(ii)if by reason of force ma'eure Lessee is unable in whole or in part to carry out its agreement on its part herein contained,other than the obligations on the part of Lessee contained in Article VI hereof,Lessee shall not be deemed in default during the continuance of such inability. The term"force majeure"as used herein shall mean,without limitation,the following: acts of God; strikes,lockouts or other employee relations disturbances;acts of public enemies;orders or restraints of any kind of the government of the United States of America or the state wherein Lessee is located or any of their departments,agencies or officials,or any civil or military authority,insurrections;riots;landslides;earthquakes;foes;storms;droughts;floods;or explosions. 8 Agreement No. Section 13.02. Remedies on Default. Whenever any event of default referred to in Section 13.01 hereof shall have happened and be continuing,Lessee agrees to voluntarily return the equipment to Lessor and Lessor shall have the right at its sole option without any further demand or notice,to take either one or both of the following remedial steps: (a) Accept surrender from Lessee of the equipment for sale or release by Lessor in a commercially reasonable manner. All proceeds of such sale or re-letting shall inure to Lessor,provided,however,if such proceeds after deduction of Lessor's reasonable costs and expenses,including attorneys'fees,incurred to recover possession,restore or clean-up and sell or release the equipment,exceed an amount equal to the sum of the past due but unpaid Rental Payments and an amount equal to the then applicable purchase price,Lessor shall remit the amount of such excess to Lessee;or (b) Institute an action in a court of competent jurisdiction to recover,as a general claim against Lessee,Lessor's compensatory damages resulting from Lessor's default. Lessor agrees that it shall not have a right to seek any remedy of specific performance nor shall Lessor have any"self-help"right to take possession of the equipment absent Lessee's voluntary surrender thereof. Section 13.03. Waiver. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver hereof,but any such right and power may be exercised from time to time and as often as may be deemed expedient. ARTICLE XIV MISCELLANEOUS Section 14.01. Notices. All notices,certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail,postage prepaid,to the parties at their respective places of business. Section 14.02. Bindingijrza. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 14.03. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof. Section 14.04. Amendment. The terms of the Agreement shall not be waived,altered,modified,supplemented or amended in any manner whatsoever except by written instrument signed by the Lessor and the Lessee;nor shall any such amendment that affects the rights of Lessor's assignee be effective without such assignee's consent. Section 14.05. Execution in Counterparts. This Agreement may be executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same instrument. Section 14.06. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 9 Agreement No., Section 14.07. Captiong. The captions or headings in this Agreement are for convenience only and do not define,limit or describe the scope or intent of any provisions of sections of this Agreement. Section 14.08. entire Agreement. This Agreement and the executed Exhibits attached hereto constitute the entire agreement between Lessor and Lessee. No waiver,consent,modification or change of terms of this Agreement shall bind either party unless in writing signed by both parties,and then such waiver,consent,modification or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings,agreements,representations or warranties,express or implied,not specified herein,regarding this Agreement or the equipment leased hereunder. Any terms and conditions of any purchase order or other document(with the exception of Supplements)submitted by Lessee in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement will not be binding on Lessor and will not apply to this Agreement. Lessee by the signature below of its authorized representative acknowledges that it has read this Agreement,understands it,and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF,Lessor has executed this Agreement in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers,and Lessee has caused this Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers. All of the above occurred as of the date first written below;this Agreement shall be binding on Lessee beginning on the date it is accepted and executed by Lessor. LESSOR: Liberty National Bank and Trust Company of Louisville Attest Execute: By: By: Title: Title: Date: LESSEE: City of Ocoee,Florida APPROVED: ATTEST: City of Ocoee,Florida, Jean Grafton,City Clerk S.Scott Vandergrift,Mayor (SEAL) Date: FOR USE AND RELIENCE ONLY BY THE City of Ocoee,Florida. APPROVED AS TO FORM AND LEGALITY THIS DAY OF , 1993. FOLEY&LARDNER,City Attorney APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING, HELD ON ,1993 UNDER AGENDA ITEM NO. By: 10 EXHIBIT "A" RESOLUTION NO. 93- /0 A RESOLUTION OF THE CITY OF OCOEE, FLORIDA APPROVING AN EQUIPMENT LEASE/PURCHASE AGREEMENT WITH LIBERTY NATIONAL BANK AND TRUST COMPANY OF LOUISVILLE 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 LOUISVILLE (hereinafter called "Lessor") in substantially the form attached hereto and by this reference made a part hereof (the "Equipment Lease") and that this City lease equipment from Lessor pursuant to the terms of such Equipment Lease; and that the Mayor and the City Clerk of this City be and hereby are authorized and directed in the name and on behalf of this City to execute the Equipment Lease with Lessor in substantially the form presented at this meeting, with such changes therein and additions thereto as shall be approved by such officers who execute the same, and such execution shall be conclusive evidence that each such document so executed has been authorized and approved by this vote. FURTHER RESOLVED, that the City Commission of the City of Ocoee, Florida finds that a true and very real need exists for the acquisition of the Equipment described in the Equipment Lease and that such acquisition is in the best interests of the City of Ocoee. FURTHER RESOLVED, that the City Commission of the City of Ocoee, Florida finds that the City of Ocoee has taken the necessary steps, including compliance with any applicable legal bidding requirements, under applicable law to arrange for the acquisition of such equipment. FURTHER RESOLVED, that the obligations of the City under the Equipment Lease be hereby designated, pursuant to Section 265 (b) (3) (D) of the Internal Revenue Code of 1986, as amended (hereinafter called the "Code") , as comprising a portion of the $10, 000, 000.00 in aggregate issues which may be designated as "Qualified Tax-Exempt Obligations" eligible for the exception to the general rule of the Code which provides for a total disallowance of a deduction for interest expense allocable to the carrying of tax-exempt obligations. FURTHER RESOLVED, that the Mayor and the City Clerk of this City be and hereby are authorized to execute and deliver such other instruments and take such other actions as they shall deem necessary and desirable for the purpose of carrying out these resolutions and consummating the transactions contemplated by the Equipment Lease. FURTHER RESOLVED, that the foregoing resolutions shall remain in full force and effect until written notice of their amendment or rescission shall have been received by Lessor and that receipt of such notice shall not affect any action taken by Lessor prior thereto. FURTHER RESOLVED, that the Clerk of this City be and hereby is authorized and directed to certify to the Lessor the foregoing resolutions and that the provisions thereof are in conformity with the charter of this City. ADOPTED this day of , 1993 . ATTEST: APPROVED: CITY OF OCOEE, FLORIDA Jean Grafton, City Clerk S. Scott Vandergrift, Mayor (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA. APPROVED AS TO FORM AND LEGALITY this day of , 1993 FOLEY & LARDNER APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON THE DATE INDICATED By: ABOVE UNDER AGENDA ITEM City Attorney NO. C:\WPS I\OOCS\PER\LEGAL\EXHIB(P.A 19/1193118W01S I PER:dp EXHIBIT "B" September , 1993 Liberty National Bank and Trust Company of Louisville 312 South Fourth Avenue, Suite 400 Louisville, KY 40202 Gentlemen: As counsel for the City of Ocoee ("Lessee") , we have examined duly executed originals of the Municipal Lease-Purchase Agreement (the "Agreement") dated September , 1993 , between Lessee and Liberty National Bank and Trust Company of Louisville ("Lessor") , and the proceedings taken by Lessee to authorize and execute the Agreement. Capitalized terms utilized herein shall be assigned the meanings given such terms in the Agreement. For the purposes of this opinion, we have assumed that the Equipment is delivered to and accepted by the City within one (1) year from the Commencement Date. Based upon the examination and upon such other examination as we have deemed necessary or appropriate, we are of the opinion that: 1. Lessee is a public body corporate and politic, legally existing under the laws of the State of Florida. 2 . The Agreement has been duly authorized, executed and delivered by Lessee, pursuant to Article VIII of the Constitution of the State of Florida and Chapter 166, Florida Statutes, and Resolution No. 93- , attached as Exhibit A to the Agreement. 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 Liberty National Bank and Trust September , 1993 © p Page 2 M 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 price. 4. Applicable public bidding requirements, if any, have been complied with by the Lessee. 5. To the best of our knowledge, no litigation is pending or threatened in any court or other tribunal, state or federal, which questions or affects the validity of the Resolution or the Agreement. 6. The signatures of the officers of the Lessee which appear on the Agreement are true and genuine; we know said officers and know them to hold the offices set forth below their names. 7. The Equipment leased pursuant to the Agreement constitutes personal property and when subjected to use by Lessee 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. 10. The leasing of the Equipment pursuant to the Agreement is exempt from all sales and use taxes against the Lessee during the term of the Lease and the Equipment will be exempt from any state and local personal property or other ad valorem taxes during the term of the Lease; provided, however, that the Equipment is used exclusively for the Lessee's municipal purposes. We note, however, that the Lessee has agreed that the equipment will during the terms of the Lease be used by the Lessee only for the purpose of performing one or more essential governmental or proprietary Liberty National Bank and Trust September , 1993 Page 3 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.Wsenthal, a partner cc: City of Ocoee CAWP5t\DOCS'PER\LErTERS1EXHIBf .B 19/1/93118W015 PER:dp Agreement No. EXHIBIT C CERTIFICATE AS TO ARBITRAGE I,the undersigned officer of the City of Ocoee,Florida(the"Lessee"),being the person duly charged,with others,with responsibility for issuing the Lessee's obligations in the form of that certain agreement entitled"Municipal Lease-Purchase Agreement" with referenced Exhibits attached thereto(the"Agreement")dated , 1913,and issued said date,HEREBY CERTIFY that: 1. The Agreement was issued by the Lessee under and pursuant to law to finance the acquisition of the certain Equipment described therein. 2. Pursuant to the Agreement,the Lessee is entitled to receive said Equipment in consideration for the obligation of the Lessee under the Agreement. Said Equipment will be used in furtherance of the public purposes of the Lessee. The Lessee does not intend to sell said Equipment or said Agreement or to otherwise dispose of said Equipment during the term of the Agreement. The Lessee will not receive any monies,funds,or other"proceeds"as a result of the Agreement. 3. The Lessee expects to make payments under the Agreement from its general funds on the basis of annual appropriations in the amounts equal to the required payments under the Agreement. The remaining general funds of the Lessee are not reasonably expected to be used to make such payments and no other monies are pledged to the Agreement or reasonably expected to be used to pay principal and interest on the Agreement. 4. The Lessee has not received notice that its Certificate may not be relied upon with respect to its own issues nor has it been advised that any adverse action by the Commissioner of Internal Revenue is contemplated. To the best of my knowledge,information and belief the expectations herein expressed are reasonable and there are no facts, estimates or circumstances other than those expressed herein that would materially affect the expectations herein expressed. IN WITNESS WHEREOF,I have hereunto set my hand this_day of ,19tra LESSEE: City of Ocoee,Florida By: S.Scott Vandergrift Title: Mayor Pal SAO AND lE1MNCSOILY MIME art OFCOOM, IMMO=1InTO101111MD WNW Agreement No.. EXHIBIT D DESCRIPTION OF EQUIPMENT The Equipment which is the subject of the attached Municipal Lease-Purchase Agreement is as follows: t enp r (1) 1992 Dampier RCY-C Recycling Truck VIN#: together with all additions,accessions and replacements thereto. Lessee hereby certifies that the description of the personal property set forth above constitutes an accurate description of the "Equipment",as defined in the attached Municipal Lease-Purchase Agreement. LESSEE: City of Ocoee,Florida By: S.Scott Vandergrift Title: Mayor Date: LOCATION OF THE EQUIPMENT: FOR USE AND RELIANCE ONLY OVINE CM OF OCOEE, APPROVED AS TO FORM AND LEGALITY t�Y day of FCi.EY 8 CARMEN C .atorrwy EXHIBIT E SCHEDULE OF PAYMENTS (EXPRESSED IN DOLLARS) CITY OF OCOEE, FLORIDA DEMPSTER RECYCLING TRK QUARTERLY GROSS LEASE $ 79, 752 .00 PAYMENTS LEASE AMOUNT $ 72,500 . 00 PAY PAYMENT PURCHASE NO. DATE PAYMENT PRINCIPAL INTEREST PRICE 0 4984 .50 4984 .50 0 .00 68865.81 1 4984.50 4104 . 57 879 .93 64679 . 15 2 4984 .50 4158 .07 826.43 60437 .92 3 4984.50 4212 . 26 772 . 24 56141 .41 4 4984.50 4267 . 15 717 . 35 51788.92 5 4984.50 4322 .77 661 . 73 47379 . 69 6 4984 .50 4379 . 11 605 . 39 42913.00 7 4984.50 4436 . 18 548. 32 38388. 10 8 4984.50 4493 . 99 490 .51 33804.23 9 4984 .50 4552 .57 431 .93 29160 . 61 10 4984.50 4611 . 90 372 . 60 24456.47 11 4984 .50 4672 .01 312 . 49 196.91.02 12 4984 .50 4732 .90 251. 60 14863.46 13 4984.50 4794 .58 189 . 92 9972 .99 14 4984.50 4857 . 07 127 .43 5018.78 15 4984.50 4920 . 37 64 . 13 0.00 TOTALS: 79,752 . 00 72, 500 . 00 7,252 . 00 LESSEE: City of Ocoee. Florida BY: S. Scott Vandergrift TITLE: Mayor DATE: MINN MwwtwNSCILV wTMeamrofc00111. NINIowwTORIMI Nouwer /CM WHOM arawiser PAGE-1 Agreement No. EXHIBIT F ACCEPTANCE CERTIFICATE The undersigned,as Lessee under the Municipal Lease-Purchase Agreement(the"Agreement")dated , 191,with Liberty National Bank and Trust Company of Louisville("Lessor"),acknowledges receipt in good condition of all of the Equipment described in the Agreement and in Exhibit D thereto this_day of ,19_,and certifies that Lessor has fully and satisfactorily performed all of its covenants and obligations required under the Agreement. *** Lessee confirms that the Commencement Date of the Agreement is and it will commence payments in accordance with Article VI of the Agreement. The undersigned officer of the Lessee hereby reaffirms on behalf of the Lessee in all respects the covenants of the Lessee set forth in Article I of the Agreement and the representations in the certificate as to Arbitrage attached as Exhibit C to the Agreement,and represents that,to the best of his or her knowledge,information and belief,the expectations therein expressed were reasonable as of the Commencement Date,and that there were,and are as of the date on which they were made,and are reasonable as of the Commencement Date,no facts,estimates or circumstances other than those expressed therein that would materially affect the expectations expressed therein. LESSEE: City of Ocoee,Florida By: S. Scott Vandergrift Title: Mayor *** Notwithstanding the provisions set forth in the first paragraph above, Lessee hereby discloses to Lessor that the equipment de- scribed in the agreement and in the Exhibit D thereto is scheduled to be delivered on or before . Upon receipt of of the equipment, Lessee will provide Lessor written confirmation of the date of receipt in good condition of all such equipment with all applicable serial and identification numbers. FOR uNAND 1lawtaems RPM CRY a*cam APPROVED AS 10 FOM Ale immure �3 FCIEY a LANUM M My Agreement No. EXHIBIT G ESSENTIAL USE/SOURCE OF FUNDS LETTER TO: Liberty National Bank and Trust Company of Louisville RE: Municipal Lease-Purchase Agreement No. Gentlemen: Reference is made to certain Municipal Lease-Purchase Agreement Number ,dated ,between Liberty National Bank and Trust Company of Louisville,and City of Ocoee,Florida,leasing the personal property described in Exhibit D to such Lease. This confirms and affirms that such equipment is essential to the functions of the undersigned or to the service we provide to our citizens. Further,we have an immediate need for,and expect to make immediate use of,substantially all the Equipment,which need is not temporary or expected to diminish in the foreseeable future. The Equipment will be used by us only for the purpose of performing one or more of our governmental or proprietary functions consistent with the permissible scope of our authority. Specifically,the Equipment was selected by us to be used as follows: Sincerely, City of Ocoee,Florida (Signature) S.Scott Vandergrift Date Mayor Title Pal UR AND NUN=ONLY NllldlYOFocOlD, AwROYOA•TOMMY Al0tlY RILEY aulms Of CkyMow, Agreement No. EXHIBIT H AMENDMENT AGREEMENT NUMBER ONE In consideration of the mutual covenants of the Lessor and Lessee pursuant to the Municipal Lease-Purchase Agreement No. _dated (the"Lease")between Liberty National Bank and Trust Company of Louisville("Lessor")and City of Ocoee,Florida("Lessee"),such Agreement is modified as follows: Lessee certifies that it reasonably anticipates that it and all of its subordinate entities will not issue more than$10,000,000 of "qualified tax-exempt obligations"(as that term is defined in Section 265(b)(3XB)of the Internal Revenue Code of 1986("the Code")) during the calendar year 15033.(the year in which the Lease is executed). Further,lessee hereby designates its obligations under the Lease as a"qualified tax-exempt obligation"in accordance with Section 265(bX3XB)of the Code so that it is eligible for the exception contained in Section 265(bX3)of the Code and further certifies for the purpose of the overall limitation of Section 265(b)(3XD)of the Code that it and its subordinate entities have not as of this date issued more than$10,000,000 of obligations which it has designated for these purposes. All terms contained herein not otherwise defined shall have the same meaning as such terms are used and defined in the Lease. Attached hereto is a completed Internal Revenue Service Form 8038-G,Information Return for Tax-Exempt Governmental Bond Issues,completed on behalf of the Lessee. IN WITNESS WHEREOF,the Lessee has caused this Agreement to be executed by its duly authorized officer on this the_day of .19 • LESSEE: City of Ocoee,Florida By: Printed Name:5.Scott Vandergrift.Mayor (SEAL) ATTEST: Printed Name:Jean Grafton.City Clerk FORUM!AND MUMS ONLY OVUM a ratocc IMAMIOW NO{IIIIMAT FOLEYIILAMER OF City Mornay Agreement No. INSURANCE COVERAGE REQUIREMENT TO: Liberty National Bank and Trust Company of Louisville 312 South Fourth Avenue,Suite 400 Louisville,Kentucky 40202 FR:City of Ocoee,Florida 150 North Lakeshore Drive Ocoee,Florida 34761 RE:INSURANCE COVERAGE REQUIREMENTS(Check one) El1. In accordance with Section 8.03 of the Agreement,we have instructed the insurance agent named below(please fill in name, address and telephone number) NAME: ADDRESS: TELEPHONE: to issue: • a. All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming"Liberty National Bank and Trust Company of Louisville"as Loss Payee. Coverage Required: Full Replacement Value b. Public Liability Insurance evidenced by a Certificate of Insurance naming Liberty National Bank and Trust Company of Louisville"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 ❑ 2. Pursuant to Section 8.03 of the Agreement,we are self-insured for all risk,physical damage,and public liability and will provide proof of such self-insurance in letter form together with a copy of the statute authorizing this form of insurance. ❑ 3. Proof of insurance coverage will be provided to Liberty National Bank and Trust Company of Louisville prior to the time that the equipment is delivered to us. By. FOR UN MD 1E1.Y1MCOOXY S.Scott Vandergrift WINE COY OR000ut IMPCNI10 Al TO NMI MID UMW Title:Mayor Four a AMM_ Dated: City r 380 6-93 3497-5 Form 8038-GC Information Return for Small Tax-Exempt Governmental Bond Issues, Leases, and Installment Sales OMB No. 15454720 (Rei.May 19931 ► Under Internal Revenue Code section 149(e) ► For calendar year ending 19 Oeooeme1 or we Tr...ry nom=Room=Servloe (Use Form 8038-0 If the Issue price of the Issue is 5100,000 or more.) Part I Reporting Authority Check box if Amended Return ► 0 1 laauers name 2 issuers employer identification mumbo City of Ocoee, Florida _ • 3 Number and street(or P.O.box it moil is not delivered to street address) Room/suite 150 N. Lakeshore Drive 4 City,town.state,and ZIP coda Ocoee, Florida 34761 PM Description of Obligations 5 Issue price of small tax-exempt governmental obligations reported on this form 5 6 Check the box that most nearly approximates the weighted average maturity of the obligation(s): a ❑ 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 obligation(s): a 0 Less than 5% b ® From 5% to 10% c 0 More than 10% 8 Total issue price of the obligation(s)reported on line 5 that is/are: a Obligation(s) issued in the form of a lease or installment sale 8a b Obligation(s)designated by the issuer under section 265(b)(3)(B)(x111) 8b c Obligation(s) issued to refund prior issues 8c d Loans made from the proceeds of another tax-exempt obligation 8d 9 Check box if Issuer has elected to pay a penalty in lieu of rebate 0 Under penalties of perjury.I declare that I have examined this return and accompanying=nodules and statements,and to Ow best of my knowledge Please and belief,they ore true.correct.and complete. Sign Here S. Scott Vandergrift Signature of officer Date Type or print name and title mayor General Instructions You can write to both the Internal Revenue Filing a separate return.—Issuers have the Service,Attention: Reports Clearance Officer, option to file a separate Form 8038-GC for (Section references are to the Internal T:FP,Washington,DC 20224:and the Office any tax-exempt governmental obligation with Revenue Code unless otherwise noted) of Management and Budget.Paperwork an issue price of lees than 5100,000. Paperwork Reduction Act Notice RDC educti20503on.PDO roject NOV545d-0720), the tWasttingtonr. tt lir a tcis coerrlsof a t x-xexpendi and enorn to eithe We ask for the information on this form to of these offices. Instead,see Where To File must file a separate Form 8038-GC for each carry out the Internal Revenue laws of the on page 2. issue to give notice to the IRS that an United States.You are required to give us the election was made to pay a penalty in lieu of information.We need it to ensure that you are Purpose of Form arbitrage rebate(see line 9 instructions). complying with these laws. Form 8038-GC is used by issuers of Filing a consolidated return.—For all The time needed to complete and file this tax-exempt governmental obligations to tax-exempt governmental obligations with form varies depending on individual provide the IRS with the information required issue prices of less than$100,000 that are circumstances.The estimated average time by section 149(e)and to monitor the not reported on a separate Form 8038-GC, requirements of sections 141 through 150. an issuer must file a consolidated information return including all such issues issued within Learning about the Who Must File the calendar year. law or the form 1 hr.,40 min. Issuers of tax-exempt governmental Thus,an issuer may file a separate Form Preparing the form . . . 2 ht.,44 min. obligations with issue prices of less than 8038-GC for each of a number of small Copying,assembling,and 5100,000 must file Form 8038-GC. issues and report the remainder of small sending the form to the IRS . . 16 min. Issuers of a tax-exempt governmental issues issued during the calendar year on If you have comments concerning the obligation with an issue pnce of$100.000 or one,consolidated Form 8038-GC;but a accuracy of these time estimates or more must file Form 8038-G,Information separate Form 8038-GC must be filed to give suggestions for making this form more Return for Tax-Exempt Governmental the IRS notice of the election to pay a penalty simple,we would be happy to hear from you. Obligations. in lieu of arbitrage rebate. CaL No.641088 Form 80313-GC (Rev.5-93) 5IAIt Ur rL.UnfuA UNIFORM COMMERCIAL CODE — FINANCING STATEMENT — FORM UCC-1 REV. 1981 THIS FINANCING STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code: DEBTOR(Last Name First if a Person) THIS SPACE FOR USE OF FILING OFFICER NAME City Of Ocoee, Florida Date,Time,Number&Filing Office 1A MAILING ADDRESS 150 N. Lakeshore Drive CITY Ocoee STATE FL 34761 x Om MULTIPLE DEBTOR (IF ANY) (Last Name First if a Person) leis NAME a 1B MAILING ADDRESS W 2 O CITY STATE 2 O MULTIPLE DEBTOR (IF ANY) (Last Name First if a Person) NAME 1C MAILING ADDRESS A CITY STATE SECURED PARTY(Last Name First it a Person) NAME Liberty National Bank & Trust Co. 2A MAILING ADDRESS 312 S. Fourth Ave. , Suite 400 CITY Louisville STATE KY 40202 MULTIPLE SECURED PARTY (IF ANY) (Last Name First if a Person) NAME 2B MAILING ADDRESS AUDIT UPDATE CITY STATE ASSIGNEE OF SECURED PARTY (IF ANY) (Last Name First if a Person) VALIDATION INFORMATION NAME 3 MAILING ADDRESS CITY STATE 4. This FINANCING STATEMENT covers the following types or items of property(include desenption of real property on which located and owner of record when required).If more space is required,attach additional sheets 8%4•x 11'. 11ThIS IS FOR INFORMATIONAL PURPOSES ONLY. THIS DOES NOT CREATE A * SECURITY INTEREST IN IHE PROPERTY." „ (1) 1992 Dempster RCY-C Recycling Truck VIN: 5. Proceeds of collateral are covered as provided in Sections 679.203 and 679.306,F.S. 7. No.of additional Sheets presented: u, 6. Filed with: 0 8. (Check ❑)0 All documentary stamp taxes due and payable or to become due and payable pursuant to Section 201.22.F.S.,have been paid. 0 0 Florida Documentary Stamp Tax is not required. W 3: 9. This statement is tiled without the debtors signature to perfect a security interest in collateral (Check 0 if so) 10. (Check 0 if so) ❑ already subject to a security interest in another jurisdiction when it was brought into this state or debtors 0 Debtor is a transmitting utility location changed to this state. 0 Products of collateral are covered ❑which is proceeds of the original collateral described above in which a security interest was perfected. ❑ as to which the filing has lapsed. City Of Ocoee 1 1. SIGNATURE(S)OF DEBTOR(S) 0 acquired after a change of name,identity,or corporate structure of the 0 debtor or 0 secured party 13. Return Copy 10: By: NAMES. Scott Vandergrift/Mayor Liber+y Nei-innal Ting C'rs—pang ADDRESSP 0 Box 37500 t 2. SECURED PARTY(ES)OR ASSIGNEE CITY RVi 11 P STATE ZIP CODE 40212 STANDARD FORM — FORM UCC-1 Approved by Secretary of State.State or clot oa (1)Fibr.q Olticer Copy (2)Filing Officer Acknowledgment Copy (3)Originator/Secured Party Copy (4)Originator.-Debtor Copy