HomeMy WebLinkAboutItem VI (C) Approval and Authorization for Mayor and City Clerk to Execute Elevator Service Policy with Mowrey Elevator Service, Inc. for Five Years commencing one year following the City's acceptance of the new City Hall AGENDA 12-21-93
"CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" Item VI C
Ocoee S.SWI I VANLJEKUKIM
'`j CITY OF OCOEE RUSTY COMMISSIONERS
a. J
v O 150 N.LAKESHORE DRIVE PAUL W.FOSTER
OCOEE FLORIDA 34761-2258 VERN COMBS
e,y `yv (407)656-2322 JIM GLEASON
rfrP Of 0000�`J CITY MANAGER
MEMORANDUM ELLIS SHAPIRO
DATE: December 17, 1993
TO: The Honorable Mayor and Board of City Commissioners
FROM: Montye E. Beamer, Director
Administrative Services
SUBJECT: Fire Engine (#1) Replacement
On June 15, 1993 Bid Number 93-006 was awarded to Kovatch Mobile Equipment and Delray
Fire Extinguisher Service, Inc. They have performed as per the bid requirement; delivery
should be no later than December 24,1993.
Kovatch Mobile Equipment has agreed to hold this bid price for the replacement engine
approved in the FY94 Budget. Their letter of confirmation is attached. Total price of the KME
Custom Renegade MFD1250 pumper with selected options is $240,497.00. The differences
between this unit and the original purchase at $255,915.50 lie in the choice of options.
Quotes for various lease-purchase plans were received from Riverside National Bank and Liberty
National Leasing Company. Attachment 2 lists the responses from the two companies.
Riverside National Bank at $16,446.62 each quarterly payment in advance is the lower price.
Terms and conditions include an effective annual interest rate of 4.794% for four (4) years.
To summarize — staff recommends continuation of Bid Number 93-006 for the budgeted fire
engine#1 replacement to Kovatch Mobile Equipment and Delray Fire Extinguisher Service, Inc.
in the amount of $240,497.00 with lease payments for four years at $16,446.62 quarterly
payments in advance and an effective annual interest rate of 4.794% to Riverside National Bank.
The City Attorney has redrafted Riverside Bank's Lease Agreement with their approval so that
it is in line with all other city lease agreements and with Florida Statutes. The necessary
Resolution 93-17 was also drafted by the City Attorney.
Action Requested
The Mayor and Board of City Commissioners (1) accept confirming prices for Bid Number 93-
006, (2) award the fire engine #1 replacement to Kovatch Mobile Equipment and Delray Fire
Extinguisher Service, Inc. in the amount of $240,497.00, (3) award the leasing agreement to
Riverside National Bank for four years at $16,446.62 quarterly payments in advance with an
effective annual interest rate of 4.794%, (4) adopt Resolution 93-17 which authorizes the
purchase, (5) authorize the Mayor and City Clerk to execute all necessary documents.
MEB/jbw
Attachments
WP60\DOCS\rutEE..MAy\l7DHC93\c:M.
1 r KME F
4oRca IRE APPARATUS
//\\ c< By xovatck Mofite Equipment Corp.
_, �IN MI y World Headquarters Factory Branch
. , \a 1 Industrial Complex 1640 Miro Way
0 Nesquehoning,PA 18240 0 Rialto,CA 92376
717-669-9461 714-428-0140
FIRE APPARATUS 717-645-7007(FAX) 714-428-8144(FAX)
•
October 28, /993
City Of Ocoee
150 North Lake Shore Drive
Ocoee, Florida 34761
Attentions Monty• Beamer, Office of Administrative Services
This is to certify that the bid price of $221, 000. 00 (two
hundred twenty one thousand) for one (1) KME Custom Renegade MFD
1250 pumper to conform with bid no. B93-006 will be the same.
See attached list of optional equipment that the Chief has
provided. The pricing will remain the same as the first bid
proposal.
jzko _ i
nk—you,
1"771.A
One (1) KME Custom Renegade MFD 1250 Pumper $ 221, 000. 00
Options as submitted $ 19, 497. 00
TOTAL DELIVERED PRICE $ 240, 497. 00
V 4417 243 3329 DELRAY FIRE EXT 1103,-;33 17.37 P03
•
ITEM,DESCRIPTION
TTM QTY/ , bESCRIPTION UNIT TOTAL,
_.... U/M... --- ---.. . - _- . -- PRICE PRICE
1 6 MSA. #801369 ULTRA LIGHT I I' AIR 1537. 9222 .
PACKS WITH CYLINDER 1.
2 1 'AKRON #588 HOSE CLAMP WITH VEHICLE 216. 216.
MOUNT
. _ _._ -- _....,
3 1 AKRON 2499 APOLLO DECK/PORTABLE 1284. 1284 .
MONITOR
41 AKRON 1755 TURBO MASTER NOZZLE 487 . 487 .
5 1 61.3; PICKHEAD AXE FIBERGLASS HANDLE 50 . 50 .
WITH CHROME MOUNT - .
•• 6 ' 1 6LR FLATHEAD AXE FIBERGLASS HANDLE 50. 50.
WITH CHROME MOUNT
7 3 AKRON STYLE #2443 TRIPLE HOLDER SET 47. 141 .
(1 ) HYDRANT WRENCH AND (2) SPANNERS
WITH MOUNT
`8 2' • S'I'ORZ STYLE S-146-3 WRENCH SETS 59. 118.
9 1 SUPER QUICK BARS 30" E/w MOUNTING 135 . 135 .
BRACKETS
10 1 SUPER QUICK BARS 20" E/W MOUNTING 125. 125.
BRACKETS
11 1 , NUPA 6' FIBERGLASS PIKE POLE E/W D- 51. 51.
GRIP HANDLES
- ' . 12 1 • NUPA 8' FIBERGLASS PIKE POLE E/W D- 57 . 51 .
GR1P HANDLES
13 • 1 NUPA 10' FIBERGLASS PIECE POLE E/w 63. 63.
• D-GRIP HANDLES
14 - • 6 • • ALLY RACAL PERSONAL ALERTS 115. 690 .
15 : 2 STREAMLITE HAND-HELD LTGHTSPQT 85. 170 .
#SL-40XF -
16 3 AKRON NOZZLE MODEL #1720 -- 385. 1155.
17' 2 AKRON NOZZLES MODEL #1723 • 514. 1025.
18 4 500 WATT PORTABLE HALOGEN WORK 50. ZOO.
LAMPS MODEL #1609SN-N
•
19 . 1 20 I.R. DRY CHEMICAL EXTINGUISHER 18 . 78 __
.E/W VEHICLE BRACKET
20 1 2 1/2 GALLON WATER PRESSURIZED 59. 59.
EXTINGUISHER E/W/ TRUCK BRACKET'
21 6 4" STORZ MOUNTING BRACKET 27 . 162 .
J
1
I
PAGE 2
N I- --T----- -- - - -- --1 -- V
IPM . QTY/ DESCRIPTION UNIT TOTAL
U/M PRICE PRICE
22 2 4" STORZ TO 5" STORZ ADAPTER 126 . 252 .
23 2 4" STORZ TO 4 1/2" NST FEMALE 126 . 252 .
. SWIVEL
.24 1 AKRON BRASS NOZZLE STYLE 1702P 306 . 306 .
25 1 MODEL EA1-56 RADIO INTERCOM SYSTEM 685 . 685 .
26 4 SE2 HELMET HEADSETS 249 . 996 .
27 2 SE2RQTT HELMET HEADSETS 295 . 590 .
28 2 BELT CLIP HEADSETS - PTT ADAPTERS 575 . 575 .
FOR MOTOROLA MTS2001 PORTABLE
RADIOS (THIS SYSTEM IS TO BE
FACTORY MOUNTED EXCEPT FOR RADIO
1 ' HOOK-UP PORTION )
GRAND TOTAL : $19 , 497 .
•
I' `
11%16/93 17:32 /2407 287 9890 R\B STUART 01001
7174<7.74<: 7l/>,/
RIVEWDE
_/.BANK
989 S. FEDERAL HWY.
STUART, FL 34994
(407) 287-7600
Fax(407)287-9890
November 16, 1993
To: The City of Ocoee
Re: KME Fire Pumper Lease/Purchase
Riverside Leasing Company, an affiliate of Riverside National
Bank is pleased to provide this proposal for your consideration.
Quote is subject to satisfactory review of financial statements.
Amount Requested: $240,479.00
Rates & Terms: 4 Years 4.71%
• 5 Years 4.822
Documentation Fees: None
End of Lease Cost: None
Anna P. Tayl
municipal Leasing Officer
•
With Offices to Serve You in St. Lucie, Indian River, Martin, and Brevard Counties
Member F.D.I.C.
12•'16/93 17:42 $107 287 9890 R\13 STUART 2002
EXHIBIT "B"
CITY OF OCOEE 12-16-1993 Pg 1
Compounding period. . . : Quarter
Nominal annual rata. . : 4.710 %
Effective annual rate; 4.794 %
Periodic rata 1.1775 %
Equivalent daily rate: 0.01290 *
CASH FLOW DATA
Event Date Amount # Period End-date
1 Loan 12-22-93 240,479.00 1
2 Payment 01-20-94 16,446.62 16 Quarter 10-20-97
AMORTIZATION SCHEDULE - Normal amorti.aatlon
Pmt Dates Payment Interest Principal Balance
Loan 12-22-1993 240,479.00
1993 totals 0.00 0.00 0.00
1 01-20-1994 16,446.62 899.92 15,546.70 224,932.30
2 04-20-1994 16,446.62 2,648.58 13,798.04 211,134.26
3 07-20-1994 16,446.62 2,486.11 13,960.51 197,173.75
4 10-20-1994 16,446.62 2,321.72 14,124.90 183,048.85
1994 totals 65,786.49 8,356.33 57,430.15
5 01-20-1995 16,446.62 2,155.40 14,291.22 160,757.63
6 04-20-1996 16,446.62 1,987.12 14,459.50 154,298.13
7 07-20-1995 16,446.62 1,816.86 14,629.76 139,668.37
6 10-20-1995 16,446.62 1,644.60 14,802.02 124,866.35
1995 totals 65,786.48 7,603.98 58,182.50
9 01-20-1996 16,446.62 1,470.30 14,976.32 109,890.03
10 04-20-1996 16,446.62 1,293.96 15,152.66 94,737.37
11 07-20-1996 16,446.62 1,115.53 15,331.09 79,406.28
12 10-20-1996 16,446.62 935.01 15,511.61 63,894.67
1996 totals 65,786.48 4,814.80 60,971.68
13 01-20-1997 16,446.62 752.36 15,694.26 48,200.41
14 04-20-1997 16,446.62 567.56 15,879.06 32,321.35
15 07-20-1997 16,446.62 380.58 16,066.04 16,255.31
16 10-20-1997 16,446.62 191.31 16,255.31 0.00
1997 totals 65,786.48 1,891.81 63,894.67
Grand totals 263,145.92 22,666.92 240,479.00
I D •81328 f 5194 NOV 1,; ' 9Z, No . 001 F . 02
•
Liberty National Leasing Company
A SubAtin,Of LDMy National Biknc
LEASE PROPOSAL
NOVEMBER 18, 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 ) KME FIRE TRUCK
EQUIPMENT COST: $ 240, 497 . 00
OPTION ONE: STRUCTURE - QUARTERLY PAYMENTS IN ADVANCE
LEASE TERM INTEREST RATE PAYMENT
4 YEARS 5 . 59% $ 16, 646 . 00
ANNUAL TOTAL: $ 66 , 584 . 00
TOTAL OF ALL LEASE PAYMENTS: $ 266 , 336 . 00
PROPOSAL EXPIRATION DATE : DECEMBER 15, 1993
CREDIT APPROVAL: THIS IS A PROPOS:m, 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.
LIBERTY NATIONAL LEASING COMPANY
BY: 1-2/14/76OCVD _ DATE : II- Is- 91)
550 N. Roo Street,Suite 300,Tampa, Florida 33609-1013 813/267-5118
RESOLUTION NO. 93-17
A RESOLUTION OF THE CITY OF OCOEE, FLORIDA APPROVING AN
EQUIPMENT LEASE/PURCHASE AGREEMENT WITH RIVERSIDE LEASING
COMPANY AND DESIGNATING IT AS A QUALIFIED TAX-EXEMPT
OBLIGATION
RESOLVED, that this City enter into a certain Municipal
Lease-Purchase Agreement with RIVERSIDE LEASING COMPANY
(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.
CAWPSI\DOCS\DPB\I EGAL\RESOLU TE:12/13931 I11W013I DPB:dp
LEASEAGREEMENT
This Lease Agreement is entered into as of this_day of
,1993 (hereinafter referred to as "Agreement")
by and between RIVERSIDE LEASING COMPANY (hereinafter referred to
as "Lessor") and THE CITY OF OCOEE, a governmental entity and
municipal corporation of the State of Florida (hereinafter
referred to as "Lessee") .
WITNESSET H:
In consideration of the mutual covenants and conditions
hereinafter set forth, the parties agree as follows:
1. TERM AND PAYMENTS: ACCEPTANCE OF PROPERTY Lessor hereby
leases to Lessee and Lessee hereby leases from Lessor, the
property parts, substitutions, proceeds, increases, additions,
accessions, repairs and accessories incorporated therein or
affixed thereto, (hereinafter referred to as the "Property") for
the amounts to be paid in the installments and on the dates set
forth on each Exhibit B hereto. The term of the lease hereunder
as to the Property shall commence on the Lease Commencement Date
set out on each Exhibit C hereto and shall continue for the Lease
Term set out on each Exhibit B hereto (the "Term") , unless earlier
terminated as provided herein. Each set of exhibits shall
constitute a separate scheduling of equipment and shall have their
own commencement date, term and amortization schedule. Lessee
agrees to make payments hereunder to Lessor, or its successors or
assigns, as directed thereby, at such place as Lessor, or its
succesors and assigns, may from time to time hereafter designate
in writing; PROVIDED, HOWEVER, THAT NEITHER THE LESSEE, NOR ANY
POLITICAL SUBDIVISION THEREOF SHALL BE OBLIGATED TO PAY ANY SUMS
DUE TO LESSOR HEREUNDER FROM AD VALOREM TAXES. The rental
payments hereunder shall be absolute and unconditional without
abatement, set-off or counterclaim.
The Property identified in each Exhibit A shall be purchased
from such vendors as are selected by Lessee; provided, however,
that upon execution hereof Lessee shall thereby represent and
warrant to Lessor that Lessee has executed a binding obligation to
purchase the Property. Such Property shall be delivered to the
Lessee with title to be made in the name of and delivered to the
Lessee free and clear of all liens and encumbrances or interests
of any party therein except the interests of the Lessee and Lessor
hereunder.
The Lessee shall at all times keep the property free of any
liens or encumbrances. Lessor shall not pay any monies to the
vendor or the Lessee for payment to the vendor until Lessee
certifies to the Lessor that Lessee has accepted the Property
hereunder, which certification shall be substantially in the form
of Exhibit C hereto, which exhibit is incorporated herein by
reference. TITLE TO THE PROPERTY SHALL BE VESTED IN THE LESSEE
UPON LESSEE'S ACCEPTANCE OF THE PROPERTY.
2. TAXES
While subject to this Lease and in addition to the payments
to be made pursuant to Paragraph (1) hereof, Lessee agrees to
indemnify and hold harmless from and against and to pay Lessor, as
additional rent, on demand, an amount equal to all license,
assessements, sales, use, real or personal property, gross
receipts or other taxes, levies, imposts, duties or charges, if
any, whether imposed at the inception or during the Lease term,
together with any penalties, fines or interest thereon imposed
against or on Lessor, or the Equipment by any governmental
authority upon or with respect to the Property or the purchase,
ownership, rental, possession, operation, return or sale of, or
receipt of payments for, the Property, except any Federal or State
income taxes, if any, payable by Lessor. Lessee may contest any
such taxes prior to payment with due diligence and by appropriate
proceedings, provided such contest does not involve any adverse
risks to Lessor's interest hereunder.
3. LESSEE'S COVENANTS AND REPRESENTATIONS
Lessee covenants and represents as follows:
(a) Lessee is a governmental entity and political subdivision of
the State of Florida, and has the full power and authority to
enter into this Agreement and has taken all appropriate steps to
authorize the acquisition of the Property pursuant to this
Agreement and upon execution hereof by Lessee this Agreement shall
constitute a legal, valid and binding obligation of Lessee,
enforcable in accordance with its terms.
(b) All payments hereunder have been, and will be duly authorized
and paid when due out of funds then on hand and legally available
for such purpose. Lessee will, to the extent permitted by State
law and other terms and conditions of this Agreement, include in
its' budget request for each successive fiscal period during the
Term of this Agreement a sufficient amount to permit LCssee to
discharge all its obligations hereunder and Lessee has budgeted
and made available for the current fiscal period suffioicnt funds
to comply with its obligations hereunder.
(c) There are no pending or threatened lawsuits or
administrative or other proceedings contesting the authority for,
authorization or performance of, or the expenditure of funds
pursuant to this Agreement.
(d) Information supplied and statements made by Lessee to Lessor
in any finacial statement or current budget prior to or
contemporaneously with this Agreement arc true and
correct.
(e) Lessee has an immediate need for, and expects to make
immediate use of, substantially all the Property, which need is
not temporary or expected to diminish in the foreseeable future,
and Lessee will not give priority or parity in the appropriation
of funds to the acquisition or use of any substitute property for
purposes or functions similar to the Property's or for the
procurement of services from a third party which services are
substitute for the utilization of the Property by the Lessee.
(f) There are are no circumstances presently affecting the
Lessee that could reasonably be expected to alter its
foreseeable need for the property or adversely affect its
ability or willingness to budget funds for the payment of sums due
hereunder.
(g) Lessee's right to terminate this Agreement as specified in
Paragraph it hereof was not an independently bargained for
consideration, but wns concluded solely for purpose of complying
with the requirements of the laws of the State in which Lessee is
located.
(h) Lessee has on hand and legally available funds from
resources other than ad valorem taxes sufficient to make all
payments due under this Agreement during the current
fiscal year of Lessee.
(i) The Lessee has reviewed its projected revenues and its
expenses and reasonably expecte that it shall have on hand and
legally available, funds from sources other than ad valorem
taxes sufficient so to timely make all payments as Lhey become
due under this Agreement during the Term hereof.
4. USE AND LICENSES
Lessee shall pay and discharge all operating expenses and
shall cause the Property to be operated by competent persons.
Only Lessee shall use the Property only for its proper purpose and
will not install, use, operate or maintain the Property improperly
carelessly, or in violation of any applicable law, ordinance, rule
or regulation of governmental authority or in violation of any
policy or insurance required pursuant to Paragraph 8 hereof, or in
a manner contrary to the nature of the Property or the use
contemplated by its manufacturer. Lessee shall keep the Property
at the location or locations utilized for its intended use stated
on the Certificate of Acceptance executed by Lessee upon delivery
of the Property, until Lessor, in writing, permits its removal,
and the Property shall be used solely in the conduct of the
Lessee's operations. Lessee shall obtain, at its expense, all
registrations, permits and licenses, if any, required by law for
the installation and operation of the Property. If a certificate
of title is issuable with respect to the Property, it shall be
delivered to the Lessee showing title to be in the Lessee.
5. MAINTENANCE
Lessor shall not be obligated to make any repairs or
replacements to the Property. At its own expense, Lessee shall
service, repair and maintain the Property in as good condition,
repair, appearance and working order as when delivered to Lessee
hereunder, ordinary wear and tear from proper use alone excepted,
and shall replace any and all parts thereof which may from time to
time become worn out, lost, stolen, destroyed or damaged beyond
repair or rendered unfit for intended use, for any reason
whatsoever, all of which replacements shall be free and clear of
all liens, encumbrances and claims of others, and shall become
part of this Property and subject to this Agreement. Lessor may,
at its option, discharge such costs, expenses and insurance
premiums necessary for the repair, maintenance, and preservation
of the Property and all sums so expended shall be due from Lessee
in addition to rental payments hereunder.
6. ALTERATIONS
(a) Lessee may, at its own expense, install or replace in or
on, or attach or affix to, the Property, such equipment
or accessories as may be necessary or convenient to use
the property for its intended purposes provided that such
equipment or accessories do not impair the value or
utility of the Property. In the event that Lessee
voluntarily relinquishes possession of the Property to the
Lessor in accordance with the terms hereof, all such
equipment or accessories shall be removed by Lessee (and
any damage to the Property resulting from such removal,
repaired at Lessee's expense.) Any such equipment
or accessories not removed shall become the Property of
Lessor.
(b) Without the written consent of Lessor, except as provided
in paragraph 6 (a) , Lessee shall not make any other
alterations, modifications or improvements hereunder. Any
other alterations, modifications or improvements to the
Property shall immediately become part of the Property,
subject to the provisions hereof. Without the prior
written consent of Lessor, Lessee shall not affix or
attach any of the Property to any real real property or
permanently rests upon any real property or any
improvement thereon.
7. DAMAGE TO OR DESTRUCTION OF PROPERTY
Lessee shall bear the entire risk of loss, damage, theft, or
destruction of the Property from any and every cause whatsoever
and no loss, damage, theft, or destruction of the Property from
any and every cause whatsoever and no loss, damage, destruction or
other event shall release Lessee from the obligation to pay the
full amount of the rental payments or from any other obligation
under this Agreement.
(a) In the event that all or any part of the Property is lost,
stolen, destroyed or damaged beyond repair, Lessee shall
replace the same with like Property in good repair or like
value at Lessee's sole cost and expense as soon thereafter
as possible, but in no event later than 60 days after
such occurrence, and any such replacement shall become
subject to this agreement. Insurance proceeds received by
Lessor with respect to any such casualty shall be paid to
Lessee if such property is replaced by Lessee as required
hereunder.
8. INSURANCE
Lessee shall, for the term of this Agreement, at its own
expense, maintain comprehensive liability insurance with respect
to the Property insuring against such risks and in such amounts as
are customary for lessees of property of a character similar to
the property. In addition, Lessee shall, for the term of this
Agreement, at its own expense, maintain casualty insurance with
respect to the Property, insuring against customary risks with
coverage at all times not less than the remaining Principal
Balance determined as of the end of Lesse's preceding fiscal year
yeas. All insurance policies shall be with insurers authorized to
do business in the state where the Property is located and shall
name both Lessor and Lessee as insured as their respective
interests may appear. Insurance proceeds from casualty losses
shall be payable to the Lessee and, at the option of the Lessee,
shall be applied to either (a) the replacement, repair or
restoration of the Property or, (b) payment of Balance Due Lessor
(as defined hereafter) . Lessee shall, upon request, deliver to
Lessor evidence of the required coverages together with premium
receipts covering employees working on, in or about the Property.
In the event Lessee fails, for any reason, to comply with the
requirement of this Paragraph, Lessee shall indemnify and save
harmless, and, at Lessee's sole expense, defend Lessor and its
agents, employees, officers and directors and the Property against
all risk of loss not covered by insurance to the extent permitted
by law.
9. IDEMNIFICATION
Subject to the waiver of Sovereign immunity limits as set
forth in Chapter 768, Florida Statutes, Lessee shall indemnify and
save harmless Lessor and its Agents, Employees, Officers, and
Directors from and at Lessee's expense defend Lessor and its
Agents, Employees, Officers and Directors against all liability,
obligations, loss, damages, penalties, claims, actions, costs and
expenses (including but not limited to reasonable Attorney's fees)
of whatsoever kind or nature which in any way relate to or arise
out of this Agreement or the ownership, rental possession,
operation, condition, sale or return of the Property. All amounts
which become due from Lessee under this Paragraph 9 shall be
credited with any amounts received by the Lessor from insurance
provided by the Lessee and shall be payable by the Lessee within
thirty (30) days following demand, or upon the termination or
expiration of this agreement whichever occurs first.
10. NO REPRESENTATION OR WARRANTIES BY LESSOR.
The Lessee acknowledges that Lessee has selected the
Equipment leased hereunder prior to having requested
the Lessor to purchase the same for leasing to the Lessee, and
Lessee agrees that the Lessor has made and makes no
representations or warranties of any kind or nature, directly or
indirectly, express or implied as to any matter whatsoever,
including the suitability of such Equipment, its durability, its
fitness for any particular purpose, its merchantability, its
condition, capacity and/or its quality, and as between Lessee and
Lessor's assignees, Lessee leases the Equipment "as is" and "with
all faults". Lessor and Lessor's assignee shall not be liable to
Lessee for any loss, damage, or expense of any kind or nature
caused directly or indirectly by any adjustment thereto, or by an
interruption of service or loss of use thereof, or for any loss of
business or damage whatsoever, or for consequential or any
incidental damages howsoever caused. Lessor makes no
representation or warranty express or implied as to the Equipment,
its fitness for any particular purpose, its merchantability or any
other matter, nor shall any such representation of warranty by the
Seller to the Lessee be binding on the Lessor nor shall any such
breach relieve Lessee of or in any way reduce any of the Lessee's
obligations to Lessor as set forth herein. This disclaimer of
representations and warranties and limitations of liability shall
apply with equal force and effect to any claims of any third party
against Lessor or Lessor's assignee. If the Equipment is not
properly installed, does not operate as represented or warranted
by Seller or is unsatisfactory for any reason, Lessee shall make
any claim or account thereof solely against the Seller and shall
nevertheless pay Lessor all rent payable under this lease. Lessor
hereby assigns to Lessee, solely for the purpose of making and
prosecuting any such claim, any rights it may have against the
Seller for breach of warranty or representation respecting the
Equipment. Lessee understands and agrees that neither the Seller
nor any agent of the Seller is an agent of Lessor and that neither
the Seller nor its agent is authorized to waive or alter any term
or condition of this lease.
11. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS
Lessee is a bona fide governmental entity of the State of
Florida with Lessee's fiscal year ending on September 30 of each
calendar year. If Lessee does not appropriate sufficient funds to
continue making the payments required under this Agreement for any
of Lessee's fiscal years subsequent to the one in which the
Agreement is executed and entered into, then this Agreement shall
be terminated effective upon expiration of the fiscal year in
which sufficient funds to continue satisfaction of Lessee's
obligation under this Agreement were last appropriated by Lessee
and Lessee shall not, in this sole event, be obligated to make any
further rental payments due beyond said fiscal year. Lessee
warrants that the necessary funds have been appropriated for all
of the property for Lessee's fiscal year during which the
execution by Lessee of this Agreement occurred. Lessee shall give
Lessor immediate notice of Lessee's intent to terminate this lease
under this section 11 which notice shall contain the termination
date, (which shall be the end of the last of Lessee's fiscal year
for which appropriation for the Property were made) and shall
advise the Lessor of the location or locations where the Equipment
may be found on the Termination Date. In the event of an early
termination of this Agreement under this Section, all obligations
of the Lessee to make rental payments which would otherwise be due
hereunder after the termination Date shall cease and the
Termination Date shall cease and the Termination procedure (see
section 13 hereof entitled "Termination") shall apply to the
Property as to which this Agreement is terminated. In the event
that the Lessee voluntarily relinquishes possession of the
Property to Lessor, Lessor shall pick up the Property, at Lessee's
expense, at the location or locations designated by the Lessee and
the Lessee agrees to permit Lessor access to the Property and to
cooperate with Lessor in the removal of the Property in accordance
with and subject to the limitations set forth in Section 13
hereof. However, Lessee agrees: (i) not to terminate this
Agreement under this Section 11 if any funds are appropriated to
it for the fiscal year next succeeding the fiscal year of
termination, for either (a) the acquisition (by purchase or lease)
of other functionally similar equipment or (b) the procurement of
services from a third party, which services are functionally
similar to the utilization of the Property by the Lessee, and
(ii) to expressly request to include in the Lessee's proposed
budget appropriation the total of payments due under this
Agreement.
12. DEFAULT AND LESSOR'S REMEDIES
(a) The occurrence of one or more of the following events
shall constitute an Event of Default, whether occurring
voluntarily or involuntarily, by operation of law pursuant to any
order of any court or governmental agency.
(1) Lessee's failure to make any payment hereunder when due;
(2) Lessee's failure to comply with any other covenant
condition or agreement of Lessee hereunder for a period
of ten (10) days after notice in writing thereof;
(3) Any representation or warranty made by Lessee hereunder
shall be untrue in any material respect as of the date
made.
(4) Lessee shall make, permit or suffer any unauthorized
assignment, transfer or other disposition of this
agreement or any interest herein; or any part of the
Property or any interest therein. Lessee understands
and agrees that neither the Seller nor its agent is
authorized to waive or alter any term or condition of
this lease.
(5) Lessee becomes insolvent or admits in writing its
inability to pay its dehte as they mature or applies
for, consents to, or acquiesces in the appointment of a
trustee, receiver or a cuetodian is appointed for Lessee
or a substantial part of its Property and is not
discharged within sixty (60) days; or any bankruptcy or
insolvency law, or any dissolution or liquidation
proceeding, is instituted by or against Lessee and, if
instituted against Lessee is consented to or acquiesced
in by Lessee or is not dismissed within sixty (60) days.
(b) Upon the Occurrence of any Event of Default specified
herein Lessor may in its ole discretion exerciec any or all of
the following remedies:
(1) Enforce this Agreement by instituting any action in a
court of competent jurisdiciton to recover as a general
claim es
resultingainer Le SIBIAO, Lessors from Lessee's default. compensatory
raagrees that
shall not have a right to seek any remedy of specific
performance nor shall Lessor have any "self-help" right
to take possesion of the property absent Lessee's
voluntary surrender thereof.
(2) Terminate this Agreement, in which event, upon demand by
Lessor the following procedure (the "remedy procedures")
shall apply:
(a) LESSEE RIGHT OF DISPOSITION. Lessee shall (i)
immediately oeaoc any use of the Property and cause
the Property to be stored in an appropriate place,
(ii) dispose of the Property within sixty (60)
days from receipt of such written demand for an
amount which ohall approximate the equipment's
"Fair Market Value" (as defined hereafter) as
determined by a qualified appraiser. The proceeds
from the sale of the equipment shall be forwarded
dirootly to Lessor and applied to balance
due Lessor. If the proceeds are less than the
Balance due lessor, the Lessee shall pay the
deficiency to Lessor.If the proceeds exceed
Balance due Lessor, Lessee shall keep the overage.
(b) DELIVERY TO LESSOR. If Lessor fails or refuses to
dispose of the Property within that sixty (60) day
period, the Lessee shall, at its expense, cause
possession of the Property together with all
documents necessary to transfer legal and
beneficial title thereto and possession thereof to
Lessor and to evidence the termination of all of
Lessee's interest in the Property to be delivered
at Lessor's direction consistent with the terms
hereof. Lessor may then dispose of Property and
the proceeds from the sale of the Property shall be
applied to the Balance Due Lessor. If the proceeds
are less than the Balance Due Lessor, the Lessee
shall pay the deficiency to Lessor. The term
"Balance Due Lessor" shall mean the sum of all
payments remaining due for the entire term of
this Agreement.
(c) Notwithstanding a return of the Property to
the Lessor hereunder, Lessee shall remain liable
to Lessor for any damages caused Lessor as a result
of any breach of the provisions of this Agreement
relating to matters other than rent payments ;
provided, however, that Lessor may recover any such
amounts only from general revenues of Lessee which
does not arise from ad valorem taxes and are
otherwise legally available therefor, to the extent
available.
13. TERMINATION PROCEDURE
Lessee shall, upon any termination hereof pursuant to
Paragraph 11 hereof, or with respect to which Lessee is
voluntarily relinquishing the Property to Lessor, deliver the
Property to Lessor unencumbered and in at least as good conditon
and repair as when delivered to Lessee, ordinary wear and tear
resulting from proper use alone excepted, by loading the Property,
at Lessee's sole expense, on such carrier, or delivering the
Property to such location, as Lessor shall provide or designate at
or within a reasonable distance from the general location of the
Property. If Lessee fails to deliver the Property to Lessor, as
provided in this Paragraph 13, on or before the date of
termination of this Agreement, Lessee shall pay to Lessor upon
demand, for the period from the date of termination of this
Agreement to the date Lessor either obtains possession of the
Property or collects the Balance Due Lessor, interest on the
Balance Due Lessor in accordance with Paragraph 19 hereof.
In the event Lessor is entitled under the provisions of this
lease to obtain possession of the Property due to a voluntary
relinquishment thereof by Lessee, Lessee agrees to (i) fully
cooperate with Lessor in all respects in effecting a timely and
orderly redelivery of the Property to Lessor; (ii) at Lessee's
expense to assemble and appropriately package the Property for
shipment and to make the Property so assembled and packaged
available at one or more locations within the State of Florida,
arranging with Lessor a convenient time for Lessor's pick up of
that Property; (iii) execute and deliver to Lessor, or at Lessor's
directions, all documents necessary to transfer legal and
beneficial title to the Property in possession thereof to Lessor
and to evidence the termination of all of Lessee's interests in
the Property.
14. ASSIGNMENT AND SUBLEASE
(a) Without the prior written consent of Lessor, Lessee
shall not (i) assign, transfer, pledge or hypothecate or otherwise
dispose of this Agreement, the Property, or any part thereof or
interest therein, (ii) sublet the Property or any part thereof, or
(iii) permit the Property to be used for any purpose not permitted
by Paragraph 4 hereof.
(b) Lessor shall be entitled with or without notice to, or
the consent of, Lessee to sell, assign or transfer all or any part
of its right, title or interest in, to and under this Agreement
(including, without limitation, those with respect to the property
and all payments of any kind due or which are to become due to
Lessor hereunder) and any such purchaser(s) , assignee(s) or
transferee(s) shall thereafter (jointly, if more than one) be
deemed to be the lessor hereunder, except that Lessor and Lessee
agree and acknowledge that any such purchaser(s) , assignee(s) , or
transferee(s) will have made no representation or warranty, and
therefore will assume no obligation, with respect to the title,
merchantability, condition, quality or fitness of the Property for
any particular purpose, or for the enforcement of any warranties
or service agreement made or assigned to Lessee by the initial
Lessor named herein. Upon Lessee's receipt of written notice
from Lessor, of Lessor's sale, assignment or transfer of all or
any part of its interest hereunder, Lessee agrees to attorn to and
recognize any such purchaser(s) , assignee(s) , or transferee(s) ,
(jointly if more than one) as the Lessor(s) under this Agreement.
Upon assignment, Lessor is thereby relieved of any further
obligations. Upon written request Lessee agrees to execute and
deliver such certificates or other instruments as may reasonably
be requested, including, but not limited to, a separate
acknowledgement of assignment and attornment certificate in the
customary form as to any purchaser's, assignee's or transferee's
right, title and interest in, to and under this agreement, and
with respect to the property and the payments thereafter due and
payable pursuant to this Agreement.
15. PERSONAL PROPERTY
The Property is and shall at all time be and remain personal
Property, as described in Paragraph 6 (b) .
16. LESSOR'S RIGHT TO PERFORM FOR LESSEE
During the term of this lease and not to exceed the
termination or expiration, whichever occurs first, and should
Lesse fail to make any payment or perform or comply with any of
its covenants or obligations hereunder, Lessor may, but shall not
be required to, make such payment or perform or comply with such
covenants and obligations on behalf of Lessee and the
amount of any such payment and the expenses (including but not
limited to reasonable attorney's fees) incurred by Lessor in
performing or complying with such covenants and obligations, as
the case may be, together with interest not to exceed 12% and
shall be payable by Lessee upon demand.
17. INTEREST ON DEFAULT
If Lessee fails to pay any payment due under this Agreement,
whether payments of rent under Paragraph 1, payment of taxes
under Paragraph 2, or payment for performance by Lessor of
Lessee's obligations, under Paragraph 16 or otherwise,
within fifteen days after the due date therof, Lessee agrees to
pay Lessor interest on such delinquent payments from the date due
until actually received in immediately available funds to Lessor
at the highest lawful rate permitted by applicable law.
18. NOTICES
Any notices to be given or to be served upon any party
hereto, in connection with this agreement, must be in writing and
may be given by certified or registered mail, and shall be deemed
to have been given and received forty-eight (48) hours after a
registered or certified letter containing such notice, postage
prepaid, is deposited in the United States Mail, and if given
otherwise shall be deemed to have been given when delivered to and
received by the party to whom it is addressed. Such notice shall
be given to the parties at their respective address(es) designated
on the signature page of this Agreement or at such other address
as whether party may hereafter designate in writing.
19. LIMITATION ON PAYMENTS
The interest component of rental payments due hereunder is
not intended to and in no event shall exceed the maximum rate
permitted by applicable law and in the event any amount in excess
of the maximum rate permitted is paid by Lessee or collected by
Lessor, then Lessee shall be entitled to receive a credit against
any amounts thereafter due hereunder or any of the amount ,of such
excess, or if no amounts remain due hereunder, the Lessee shall be
entitled to immediate refund of any such excess. Lessee shall not
be entitled to interest on any such amounts refunded.
20. MISCELLANEOUS
(a) Lessee shall, whenever requested, advise Lessor of the
exact location and condition of the Property and shall give Lessor
immediate notice of any attachment or other judicial process
affecting the Property. Lessor may, for the purpose of
inspection, at all reasonable times enter upon any job, building
or place where the Property and the books and records of the
Lessee with respect hereto are located.
(b) Time is of the Essence. No covenant or obligations
hereunder to be performed by Lessee may be waived except by the
written consent of Lessor and waiver of any such covenant or
obligation or a forbearance to invoke any remedy on any occasion
shall not constitute a waiver of such covenant or obligation or
any other covenant or obligation as to any other
occasion and shall not preclude Lessor from invoking such remedy
at any later time prior to the Lessee's cure of the condition,
giving rise to such remedy. Lessor's rights hereunder are
cumulative and not alternative.
(c) This Agreement shall be construed and governed in
accordance with the laws of the State in which Lessee is located.
Should the Lessee be located in Florida both Lessor and Lessee
hereby agree venue for all legal action regarding this Agreement
shall be in accordance with the laws of the State of Florida.
(d) This Agreement constitutes the entire agreement between
the parties and shall not be modified, waived, discharged,
terminated, amended, altered or changed in any respect except by a
written document signed by both Lessor and Lessee.
(e) Any term or provision of this Agreement found to be
prohibited by law or unenforceable shall be ineffective to the
extent of such prohibition or unenforceability without, to the
extent reasonably possible, invalidating the remainder of this
Agreement.
(f) The Lessor hereunder shall have the right at any time
or times, by notice to Lessee to designate or appoint any person
or entity to act as agent or trustee for Lessor for any purposes
hereunder.
(g) All transportation, drayage, rigging, transit insurance
premiums and other charges payable for delivery of the equipment
to and from the premises of Lessee, and all installation, connect,
disconnect and packing charges, shall be paid by Lessee. Lessee
will immediately notify Lessor of any change occurring in or to
the Property or any change in Lessee's address, or in any act or
circumstance warranted or represented by Lessee to Lessor, or if
any Event of Default occurs.
(h) Use of the neuter gender herein is for purposes of
convenience only and shall be deemed to mean and include the
masculine or feminine gender whenever and wherever appropriate.
(i) The captions set forth herein are for convenience of
reference only and shall not define or limit any of the terms or
provisions hereof.
(j) Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, executors, administrators,
legal representatives, successors and assigns, where permitted by
this Agreement.
(k) The Statute of Limitation for any claim arising under
this lease shall be one year from the date said claim accrues.
21. LATE CHARGES
Whenever any payment is not made by Lessee in full, during
the term of the Lease, unless otherwise terminated or expired,
within thirty (30) days of the date due, Lessee agrees to pay to
Lessor, not later than one month thereafter, an amount equal to 5%
of the full scheduled payment but only to the extent allowed by
law. Such amount shall be payable in addition to all amounts
payable by Lessee as a result of exercise of any of the remedies
herein provided.
22. COMMERCIAL PURPOSES
Lessee and Lessor agree that it is the intention of both
parties that the Equipment be used for governmental purposes
only.
23. ATTORNEY'S FEES
In the event either party breaches the terms of this Lease,
the non-breaching party shall recover from the breaching party all
costs and expenses incurred as a result of said breach, including,
without limitation, reasonable attorney's fees, including fees
incurred at the trial or appellate levels.
IN WITNESS WHEREOF, the parties have executed the Agreement
as of the day of , 19_
LESSEE:
APPROVED:
ATTEST: CITY OF OCOEE
OCOEE, FLORIDA
BY: By:
Jean Grafton, City Clerk S. Scott Vandergrift, Mayor
(SEAL) 150 North Lakeshore Drive
Ocoee, FL 34761
For use and reliance only by Approved by the Ocoee City
the City of Ocoee, Florida Commission at a meeting
Approved as to form and held on ,1993
legality. under agenda item no.
This day of ,1993
Foley & Larder
BY:
City Attorney
LESSOR: Riverside Leasing Company
By: By:
LAWRENCE MCGRATH ANNA P. TAYLOR
Senior Vice President Municipal Coordinator
989 S. Federal Highway 989 S. Federal Highway
Stuart, FL. 34994 Stuart, FL. 34994
EXHIBIT A
TO LEASE AGREEMENT
EQUIPMENT DESCRIPTION
QUANTITY DESCRIPTION
1 KMC Fire Pumper
VIN #
EXHIBIT "B"
CITY OF OCOEE 12-16-1993 Pg 1
Compounding period... : Quarter
Nominal annual rate.. : 4.710 %
Effective annual rata: 4.794 %
Periodic rate 1.1775 4
equivalent daily rate: 0.01290
CASH FLOW DATA
event Date Amount # Period End-date
1 Loan 12-22-93 240,479.00 1
2 Payment 01-20-94 16,446.62 16 Quarter 10-20-97
AMORTIZATION SCHEDULE —Normal amortization
Pmt Data Payment Interest Principal Balance
Loan 12-22-1993 240,479.00
1993 totals 0.00 0.00 0.0n
1 01-20-1994 16,446.62 899.92 15,545.70 224,932.30
2 04-20-1994 16,446.62 2,648.58 13,798.04 211,134.25
3 07-20-1994 16,446.62 2,486.11 1.1,850.51 197,173.76
4 10-20-1994 16,446.62 2,321.72 14,124.90 183,048.85
1994 totals 65,796.48 8,356.33 57,430.15
5 01-20-1995 16,446.62 2,155.40 14,291.22 168,757.63
6 04-20-1995 16,446.62 1,987.12 14,459.50 154,298.13
7 07-20-1995 16,446.62 1,815.95 14,629.76 139,668.37
8 10-20-1995 15,446.62 1,644.60 14,802.02 124,866.35
1995 totals 65,786.48 7,501.88 52,182.60
9 01-20-1996 16,446.62 1,470..10 14,976.32 109,800.03
10 04-20-1996 16,446.62 1,293.96 15,152.66 94,737.37
11 07-20-1996 16,446.62 1,11.5.53 15,331.09 70,406.28
12 10-20-1996 16,446.62 935.01 15,511.61 63,894.67
1996 totals 65,786.49 4,814.80 60,971.68
13 01-20-1997 15,446.62 752.36 15,604.26 48,200.41
14 04-20-1997 16,446.62 567.56 15,879.06 32,321.35
15 07-20-1997 16,446.62 380.58 16,OCG.04 16,255.31
15 10-20-1997 16,446.62 191.31 16,255.31 0.00
1997 tota1. 65,786.48 1,991.81 63,894.67
Grand totals 263,145.92 22,666.92 240,479.00
EXHIBIT C
MUNICIPAL LEASE AGREEMENT
CERTIFICATE OF ACCEPTANCE
TO (LEASE OR LEASE PURCHASE) AGREEMENT NO.
DATED:
BETWEEN RIVERSIDE NATIONAL BANK (LESSOR) and THE CITY OF
OCOEE. (LESSEE)
To:
Gentlemen:
Lessee hereby certifies to you ("Lessor") that the items of
Equipment which are described in the attached Schedule "A" have
been delivered to the Lessee and that such Equipment has been
inspected, received, and accepted by the Lessee. The Lessee is
delivering this Certificate of Acceptance to Lessor pursuant to
that certain Lease Agreement referenced above. Lessee understands
that Lessor is relying upon this receipt as a condition for making
payment for the Equipment.
LESSEE:
ATTEST: THE CITY OF OCOEE
OCOEE, FLORIDA
BY: BY:
Jean Grafton, City Clerk S. Scott Vandergrift, Mayor
Date of Acceptance:
Lease Commencement Date:
Lease Term:
Equipment Location:
FOR USE AND RELIANCE ONLY
BY THE CRY OF OCOEE.
APPROVED AS TO FORM AND LEG UTY
MY din 'I—
FOLEY i LARDNCR
CRY MAIM
INCUMBENCY CERTIFICATE
I, Jean Grafton do hereby certify that I am the duly elected
or appointed and acting City Clerk of the The City of Ocoee
a political subdivision or agency duly organized and existing
under the laws of the State of Florida, that I have custody of the
records of such entity, and that, as of the date hereof, the
individuals named below are the duly elected or appointed officers
of such entity holding the offices set forth opposite their
respective names. I further certify that (i) the signatures set
opposite their respective names and titles are true and authentic
signatures and (ii) such officers have the authority on behalf of
such entity to enter into that certain Equipment Lease/Purchase
Agreement dated , 199 between such entity and
Riverside Leasing Company.
NAME TITLE SIGNATURE
S. Scott Vanderctrift Mayor
IN WITNESS WHEREOF, I have duly executed this certificate and
affixed the seal of such entity hereto this day of
_, 199
CITY CLERK
(SEAL)
($10,000,000 Small Issuer)
Attached to and made a part of that certain Master
Equipment/Purchase Agreement ("Agreement") dated as of this
day of _,. , 1993 by and between
as Lessor and
as Lessee.
1. Lessee has not issued, and reasonably anticipates that it and
its subordinate entities will not issue, tax exempt obligations
(including the Agreement) in the amount of more than $10,000,000.
as a "qualified tax exempt obligation" within the meaning of
Section 265(b) (3) of the Internal Revenue Code of 1986, as amended
("code"); and agrees that it and its subordinate entities will not
designate more than $10,000,000. of their obligations as
"qualified tax exempt obligations" during the current calendar
year.
2. The parties assume and intend that the Agreement will qualify
as a "qualified tax exempt obligation" within the meaning of
Section 265(b) (3) (B) of the Code. In the event that Lessor
either (i) receives notice from the Internal Revenue Service; or
(ii) reasonably determines, based on an opinion of independent tax
counsel selected by Lessor and approved by Lessee, which approval
Lessee shall not reasonably withhold, that the otherwise
applicable exception set forth in Section 265(b) (3) of the Code is
not available, then Lessee shall pay to Lessor during the term of
the Lease, unless otherwise terminated or expired, within thirty
(30) days after receiving notice from Lessor of such event, the
amount which with respect to rental payments previously paid, will
restore the after-tax yield on the transaction evidenced by the
Agreement to that which it would have been had such exception been
available, and pay as an additional rent nn auaoeeding rent
payment due dates such amount as will maintain such after-tax
yield.
3. The obligations of Lessee hereunder which accrue during the
term of the Agreement shall survive termination of the Agreement.
4. The parties agree that this Rider is an integral part of the
Agreement.
LESSOR:
DATE: BY:
LESSEE:
BY:
FOR 11,4E AND RHJANCE ONLY
OVINE CRY OF OCOEE.
APPROVED AS TO FORM AND tEQNJfY
aayd to
F;:LEY&LARONER