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HomeMy WebLinkAboutItem VI (B) 1,2,3,4 - Lease Purchase of One 1993 LODAL EVO-MAG-20-C215 AGENDA 11-16-93 "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" Item VI B 1,2,3,4 OCO@@ 61/441111r , ' '�° IO CITY OF OCOEE RUSTY JOHNNSON •••• a 150 N.LAKESHORE DRIVE PAUL W.FOSTER v OCOEE,FLORIDA 34761 VERN COMBS (407)656-2322 SAM WOODSON �'P OF GOO��� QTY MANAGER ELLIS SHAPIRO MEMORANDUM DATE: November 10, 1993 TO: The Honorable Mayor and Board of City Commissioners FROM: Montye E. Beamer, Director ' Administrative Services SUBJECT: Lease-Purchase Agreement - 1993 LODAL EVO-MAG-20-C215 The budget as adopted for FY94 lists the lease-purchase of a side-load refuse collection truck for solid waste. During FY93 and following standardization procedures, two LODAL EVO- MAG-20TS's were lease-purchased. The information concerning this FY93 purchase as well as the accompanying standardization procedure was included in the staff report for the October 6, 1992 Commission meeting. Considering last year's operation and maintenance experience, staff recommends the continued use of this LODAL equipment. There is only one supplier in Florida, Container Systems & Equipment Co., Inc. A price quote was requested and is attached. The increase from last year is 3% for a total purchase price of $109,860.00. Leasing alternatives were requested from three companies with only two providing the necessary quotes. Each was asked to supply the terms and conditions for quarterly payments in advance over a four year period. The responses are also attached. Liberty National Leasing Company at $7,520.00 each quarterly payment is the lower by $716.00 over the term of the lease. As was previously the case, leasing can be immediate with Liberty National since credit history and solvency has already been established. Staff recommends the award for a 1993 LODAL EVO-MAG-20-C215 to Container Systems & Equipment Co., Inc. with lease payment for four years at $7,520.00 quarterly payments in advance and an interest rate of 4.96% to Liberty National Leasing Company. The City Attorney has reviewed the leasing agreement, approved it for form and legality, and drafted the necessary Resolution #93-15. Action Requested The Mayor and Board of City Commissioners (1) award the lease purchase of a 1993 LODAL EVO-MAG-20-C215 to Container Systems & Equipment Co., Inc. with (2) the leasing agreement from Liberty National Leasing Company for four years at $7,520.00 quarterly payments in advance and an interest rate of 4.96%, (3) adopt Resolution 93-15 which authorize the purchase, and (4) authorize the Mayor and City Clerk to execute all necessary documents. MEB/jbw Attachments • Container Systems & Equipment Co., Inc. 506 Bellevue Avenue • Daytona Beach, Florida 32114-5279 • (904)253-5555 • FAX (904)253-8537 - PRICE QUOTATION - DATE: October 27, 1993 TO: City of Ocoee Attn: Ms. Montye Beamer Dir. of Administrative Services 150 N. Lakeshore Dr. Ocoee, FL. 34761 DESCRIPTION PRICE one (1) 1993 Lodal EVO-Mag-20-C215 $ 106, 435. 00 Sideloader 39, 600 lbs. GVW 20 cu.yd. including the following: Standard Equipment 3116 CAT engine - 215HP Allison MT-643 transmission GKN SD66-1S front drive axle (20, 000 lbs. capacity / 5. 89 ratio) Valley Drive transfer case (1: 1 ratio/single speed) Spicer 1710 series drivelines Full air brakes front - 15. 5" x 8" S-cam rear - same as front Front Axle Mounted Park and Emergency Type 30 Spring Brakes Haldex auto. slacks Bendix ABS on rear wheels Dual cab fans 3 position roof vent Air horn Battery disconnect Hopper light Optional Equipment Hopper chute w/streetside door 480. 00 Amber strobe w/brushguard (tailgate) 210. 00 Bendix AD-9 air dryer 440. 00 Tires - Radials front: 425/65R 22 . 5 18 ply 780. 00 rear: same incl . Kysor engine shutdown w / low coolant 570. 00 Plastic platen slides 295. 00 Differential lock on axle 180. 00 Special Paint - Tangier Orange w / White wheels 470. 00 (continued) EVO quote October 27, 1993 page 2 Sub-total $109 , 860. 00 Federal Excise Tax (12%) N/A Florida Sales Tax (6%) N/A TOTAL: $109 , 860. 00 F.O.B. : Ocoee, FL. DELIVERY: 60 to 90 days ARO TERMS: Net 10 days NOTE: We reserve the right to review prices after 60 days from date. Respectfully, ,./.,U9 Bill Yung Al Pres. LODAL, INC. Truck Warranty Certificate LORAL,INC. warrants each new LODAL truck sold by them to be free from defects in material and workmanship under normal use and service up to the periods as specified. UMITATIONS-LODAL, INC.'s obligation is limited to replacement or repair at its option of such parts which are acknowledged by it to be defective. In case of defective assemblies,factory rebuilt units can be used In exchange instead of their repair. The replaced defective parte or assemblies shall become the property of LODAL Warranty repairs performed by the distributor's shop In accordance with the terms of the warranty set forth herein are free of charge. Warranty repairs do not constitute an extension of the original warranty period for the vehicle or a part thereof. NO PAYMENT OR OTHER COMPENSATION WILL BE MADE FOR INCIDENTAL EXPENSES INCLUDING, BUT NOT UMITED TO: TOWING, TELEPHONE, TRANSPORTATION,LODGING,OR INDIRECT OR CONSEQUENTIAL DAMAGE INCLUDING,BUT NOT UMITED TO,DAMAGE OR INJURY TO PERSON OR PROPERTY OR LOSS OF REVENUE WHICH MIGHT BE PMD, INCURRED OR SUSTAINED BY REASON OF THE FAILURE OF ANY PART OR ASSEMBLY WHICH MAY BE REPLACED IN ACCORDANCE WITH THE TERMS OF THIS WARRANTY. Warranty consideration can only be given%the deficiency is brought to the attention of any authorized LODAL distributor immediately after discovery. In no event shall the buyer be entitled to incidental or consequential damages of any kind. EXCLUSIONS-The warranty shall not apply to: (1) TIRES: Tires are covered by separate warranties of their respective manufacturers. (2) DAMAGES: Damages due to accidents,misuse,negligence,improper operation,storage or transport,Improper or insufficient:Maintenance services. (The LOOM... INC.Service Procedures must be followed.) (3) NON GENUINE PARTS: Any vehicle which has been repaired by use of parts and accessories,as well as major assemblies and exchange units,which are substandard to genuine LODAL, INC.replacement parts and which cause a vehicle or system to failure not covered. (4) ALTERATIONS: Any vehicle which shall have been repaired or altered outside of LORAL,INC.authorized service center in any way so as to adversely affect, in LODAL, INC.'s judgement,its stability or reliability,or which has been subject to misuse,negligence or accident,or to any vehicle which shall,have been operated at excessive speed,or loaded beyond the factory rated load capacity. (5) ODOMETER READING: Any vehicle on which the odometer has been disconnected or the mileage reading has been altered and the vehicle's actual mileage cannot be renal/determined. (6) MAINTENANCE: Normal maintenance services including,but not limited to,adjustments of engine,injection pump,transmission,brakes, wheel balance and alignment,linkage,as well as all adjustments,diagnosis and test time. (7) PARTS: Parts which are subject to consumption during their normal service life and customarily replaced during normal maintenance service Including,but not limited to,oil and fuel filters,light bulbs and brake linings and drums. (8) LOAD WEIGHTS: Defects which are caused by exceeding the maximum permissible loading weights for the vehicle or any of its axles. (9) ENVIRONMENTAL DAMAGE: Parts made out of doth or leather(upholstery,etc.)wood,rubber.synthetics,paint or chrome which have been affected by exposure to the elements or chemical influence including,but not limited to.road salts,industrial fall-out,or the use of improper cleaners,polishes and/or waxes. (10) GLASS: Glass breakage or scratches unless positive physical proof of a manufacturing responsibility can be established. (11) ENGINE: The engines used in LODAL trucks are warranted by the respective manufacturer.(Refer to the engine manufacturer's warranty statement furnished with every LODAL vehicle.) (12) AUGNMENT: Alignment and balancing of tires,or changing of front aide settings. (13) MISCELLANEOUS EXPENSE: Road service,towing,meals,lodging,telephone calls,travel time,loss of cargo,downtime,shop supplies, lube oil,lubricants,sealers,anti-freeze,filter elements. Labor performed by nonapproved location is not covered by warranty,except where specifically allowed by a representative of LOOM, INC. (14) PREMIUM LABOR: Premiums for overtime or shift differential. (15) IMPROPER REPAIR: Repair work which must be repeated due to improper diagnoses or repairs performed by a distributor(commonly called 'come-back'). (16) UNAUTHORIZED REPAIR: Any part of the truck which fails,malfunctions,or does not perform as a result of misuse,negligence,accident, non-authorized repairs or alterations. (17) DOWN TIME: Loss of truck use,loss of time.inconvenience,commercial loss,driver layover expense,or consequential damages of any kind. (18) OPTIONAL EQUIPMENT: Any part of the truck which fails,malfunctions,or does not perform as a result of improper conversion or installation of special bodies or equipment by other manufacturers or suppliers. (19) APPUCATION: The responsibility of supplying the correct application or specification information on a vehicle sold to the customer belongs to the sales point Warranty claims will not be accepted for vehicle application problems such as replacement of incorrect axle or transmission gear ratios,failures of component parts of vehicles being operated in excess of factory rated load capacities,or the use of a vehicle for a purpose which it was not intended. NOISE EMISSION WARRANTY-L'ODAL INC.warrants to the first person who purchases this vehicle for purposes other than resale and to each subsequent purchaser that this vehicle was designed,built and equipped to conform at the time of sale to such first purchaser with all applicable U.S. EPA noise control regulations. This warranty is not limited to any particular part,component or system of the vehicle. Defects in the design,assembly or any part, component or system of the vehicle which at the time of sale to such first purchaser,caused noise emission levels to exceed Federal standards are covered by this warranty torr the life of the vehicle, Failures which arise as a result of tampering prior to the time of sale to such first purchaser of the vehicle rather than from deflects in the design,assembly,or any part,component or system of the vehicle are not covered by this warranty. The manufacturer,LODAL. INC.,has ieserved the right to make any changes in design or to make additions to,or upon its product,without incurring any obligations to install the same on commercial vehicles previously built. , LODAL, INC. Truck Warranty Certificate THIS WARRANTY IS EXPRESSLY IN UEU OF ALL OTHER WARRANTIES AND REPRESENTATION,EXPRESSED OR IMPLIED,INCLUDING BUT NOT UMITED TO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,AND OF ALL OTHER OBLIGATIONS OR UABILITIES ON THE PART OF THE DISTRIBUTOR. DISTRIBUTOR NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER UABIUTY IN CONNECTION WITH SUCH VEHICLES. DISTRIBUTOR NAME PHONE NUMBER: ADDRESS: DISTRIBUTOR CODE NO.: VEHICLE MODEL NO.: VEHICLE SERIAL NO.: DATE VEHICLE LEFT LODAL: DATE VEHICLE DEUVERED BY DISTRIBUTOR: DATE VEHICLE PUT INTO SERVICE LODAL, INC. Warranty Schedule BASIC WARRANTY: 12 Months or 2,000 Hours,whichever occurs frat. FRAME WARRANTY: 60 Months or 10,000 Hours,whichever occurs first. LODAL DRIVE TRAIN COMPONENT WARRANTY IN ADDITION TO STANDARD WARRANTY ENGINES: CATERPILLAR ENGINE(3116): 36 Months or 150.000 Mies,or 3,600 Hours,whichever occurs first CUMMINS ENGINE(6875.9&6BTA5.9): 24 Months with unlimited miss and hours. AXLES: GKN AXLES (SD66-IS,SD66-1X,and SD66H4-11-1S-C): MI carry a 12 Month warranty from date unit left LODAL, INC. TRANSFER CASES: ROCKWELL TRANSFER CASE (T-215): 12 Months from date unit left LODAL.INC. VALLEY DRIVE TRANSFER CASE (0119): 24 Months from date unit left LODAL, INC. TRANSMISSIONS: ALLISON TRANSMISSION(AT-545&MT-643): 12 Months or up to 12.000 miles,whichever occurs first,100%parts and labor;13-15 months or up to 20.000 miles.owner pays 20%parts and 20%labor;16-18 months or up to 30.000 miles.owner pays 40%parts and 40%labor; 19-21 months or up to 40.000 miles,owner pays 60%parts and 60%labor;22.24 months or up to 50.000 miles,owner pays 80%parts and BO%labor. lU b1.72612514 al U1- 9,:, 1.5 : u7 No . 0)0 P .02 Liberty National Leasing Company A Supeldinry of lte�Y National Dank LEASE PROPOSAL OCTOBER 7 , 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) 1993 LOADAL EVO_MAG-20-C215 SIDE LOAD GARBAGE TRUCK EQUIPMENT COST: $ 109, 860. 00 OPTION ONE: STRUCTURE -- QUARTERLY PAYMENTS IN ADVANCE LEASE TERM INTEREST RATE PAYMENT 4 YEARS 4 .96% $ 7 , 520 . 00 ANNUAL TOTAL: $ 30, 080 . 00 TOTAL OF ALL LEASE PAYMENTS : $ 120, 320 . 00 PROPOSAL EXPIRATION DATE: NOVEMBER 7 , 1993 CREDIT APPROVAL: THIS IS A PROPOSAL ONLY, AND DOES NOT REPRESENT TOACREDITCOMMITMENT APPROVALLEASE . THE SENIORACCEPTANCE FINANCE SUBJECTCOMMITTEE OF LIBERTY NATIONAL LEASING COMPANY. LIBERTY NATIONAL LEASING COMPANY BY: i'� ; DATE: (16- ` -- l 3. 550 N.Reo Street,Suite 300,Tampa, Florida 33809.1013 813/287.5118 10/06/93 14:48 12407 287 9890 RNB STUART 2002 RiVERSIDE NATIONAL1/4../BANK 989 S.Federal Highway Stuart.Florida 34994 (407)287-7600 To: The City of Ocoee Montye Beamer, Director of Administration Re; Refuse Truck Lease/Purchase Riverside National Bank is pleased to provide the ,following quote for your consideration. Quote subject to satisfactory review of financial statement . Amount Requested: $109 , 860. 00 Rate : 5 . 30% Term: 4 Years Documentation Fees : None End of Lease Cost: None Total 4 Years : Quarterly in Advance - $121 , 036. 16 5 la Anna P. ayor �v��" 't�✓1�S Municipal Leasing Coordinator October 6, 1993 • With Offices to Serve You in Fort Pierce- Port St. Lucie --Lakewood Park - Vero beach Member F.D.I.C. RESOLUTION NO. 93- 15 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. 4 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:\WPSI\DOCS\PER\LEGAL\RESOLUTE I 11/9/93118W015 PER:dp Agreement No. MUNICIPAL LEASE-PURCHASE AGREEMENT LESSOR: Liberty National Bank and Trust Company of Kentucky 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&Trust Company of Kentucky("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. (1) 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 fixtures. 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&Trust Company of Kentucky,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 IV 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 Equipment 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 IX or XI of this Agreement,Lessee hereby agrees to voluntarily deliver the Equipment to Lessor packaged or otherwise prepared in a manner suitable for shipment by truck or rail common 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 final resolution of such dispute,nor shall Lessee assert any right of set-off or counterclaim against its obligation to make such payments when required 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 tights 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 levied with respect to personal property. In the event that the use,possession or acquisition of the Equipment is found to be subject to taxation in any form(except for income taxes of Lessor),Lessee will pay 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. Advances.. In the event Lessee shall fail to maintain the full insurance coverage required by this Agreement or shall 5 Agreement No. fail to keep the Equipment in good repair and operating condition.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 IX,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. LESSOR 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,ja 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. No Sale.Assignment or Subleasing by Lessee. 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 Indemnification Covenant. 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 XIII EVENTS OF DEFAULT AND REMEDIES Section 13.01. Events of Default Defined. 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 majeure 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;fires;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. Binding Effect. 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. Anignsinrats. 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. Captions. 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&Trust Company of Kentucky 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 Ococe,Florida. APPROVED AS TO FORM AND LEGALITY THIS DAY OF , 1993. FOLEY&LARDNER,City Attorney APPROVED BY THE OCOEE CTTY COMMISSION AT A MEETING, HELD ON ,1993 UNDER AGENDA ITEM NO. By: 10 EXHIBIT "A" RESOLUTION NO. 93- 15 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\DOCSWER LEGAIAEDCHIBILAI I1/9/93118VV015 PER:dp ung EXHIBIT "B" OWN NOM moo ,:::ilii:•t:3�� Nom44:,2::4.•;:1•. �";,: November , 1993 040 `•t Liberty National Bank and Trust €: .., ;: • • Company of Louisville 4 312 South Fourth Avenue, Suite 400 ; fi` '- Louisville, KY 40202 tlbe ,.;'kvvv' _g.**- Gentlemen: Oita As counsel for the City of Ocoee ("Lessee") , we have piexamined duly executed originals of the Municipal Lease-Purchase } ' ; Agreement (the "Agreement") dated November 1993 , between Lessee and Liberty National Bank and Trust Company of Louisville "Lessor") , and the proceedings taken by Lessee to authorize and µ .$4:i4 execute the Agreement. Capitalized terms utilized herein shall be ONO 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 & I Commencement Date. Based upon the examination and upon such other "rw ' examination as we have deemed necessary or appropriate, we are of tVO the opinion that: ` "' 1. Lessee is a public body corporate and politic, :" legally existing under the laws of the State of Florida. mm ki 2 . The Agreement has been duly authorized, executed and 04 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 ow 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 w. s purport to vest title to the leased property in Lessee and provided :<k::v:N:; further that in the event Lessee returns the equipment to Lessor :iiiii'A1+v:++ and the Lessor obtains a judgment against Lessee in compensatory Liberty National Bank and Trust N?- November , 1993 Page 2 ;._ money damages, as a result of an event of default under the Agreement, Lessee may be obligated to pay such judgment only if the Lessor has first used its best efforts to sell or re-lease the equipment to a third party in a commercially reasonable manner and only to the extent that a deficiency remains after pursuing such remedy. Any such compensatory damages may be limited to the then . ; applicable purchase 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 gmw and know them to hold the offices set forth below their names. } 7. The Equipment leased pursuant to the Agreement v v;.• 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. ? ;:{w 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 uo forth below, it is our opinion that the portion of Rental Payments made by Lessee during the Lease Term which are identified as the !VA, interest component will not be includable as federal gross income income :vt,zp 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 .EI • federal income taxation. 1.kh 10. The leasing of the Equipment pursuant to the Agreement is exempt from all sales and use taxes ,�ti�' 1.44 against the Lessee ' g P 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 • Liberty National Bank and Trust vs,:, November , 1993 WA- Page 3 the terms of the Lease be used by the Lessee only for the purpose of performing one or more essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of wm any person or entity other than the Lessee. This opinion is rendered solely for your benefit and no Evew other person or entity shall be entitled to rely on this opinion without our express written consent. FOLEY & LARDNER • kt By: Paul E. Rosenthal, } 8 a partner cr ••` ` cc: City of Ocoee rAil . kyy y . COJ 41 L•. EL: 1X grA C:\WP51 DOCS\PER\LEITERS\E?CHBR'.B 111/9/93;18W015;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 ,19 LESSEE: City of Ocoee,Florida By: S.Scott Vandergrift Title: Mayor MilliANDMUMS OILY MCIIYCioCCR, NMACIYOMIOICIIIIMp11111INlry Muff&M10111111 C>d Money Agreement No. EXHIBIT D DESCRIPTION OF EQUIPMENT The Equipment which is the subject of the attached Municipal Lease-Purchase Agreement is as follows: (1) Loadal Garbage 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: POI USE AND RELIANCE ON.Y MIS MY OP OCOEE. APPROVED ASTOFORM ADO LEOALm p^� ti a..af t graLAWLER I, cuy Attorney EXHIBIT E SCHEDULE OF PAYMENTS (EXPRESSED IN DOLLARS) CITY OF OCOEE, FLORIDA 1993 LOADAL GARBAGE TRUCK LEASE QUARTERLY PAYMENTS GROSS LEASE $ 120, 320 . 00 LEASE AMOUNT $ 109, 860 . 00 PAY PAYMENT PURCHASE NO. DATE PAYMENT PRINCIPAL INTEREST PRICE 0 7520 . 00 7520 . 00 0 . 00 104386 .80 1 7520 . 00 6249 .08 1270 . 92 98012 .74 2 7520 . 00 6326 . 69 1193 . 31 91559 .51 3 7520 . 00 6405 . 25 1114 . 75 85026 . 16 4 7520 . 00 6484 . 80 1035 . 20 78411 . 66 5 7520 . 00 6565 . 33 454 . 67 71715 . 03 6 7520 . 00 6646 . 86 873 . 14 64935 .23 7 7520 . 00 6729 . 41 790 . 59 58071 .23 8 7520 . 00 6812 . 97 707 . 03 51122 .00 9 7520 . 00 6897 . 59 622 . 41 44086 .46 10 7520 . 00 6983 .24 536 . 76 36963 .56 11 7520 . 00 7069 .96 450 . 04 29752 .20 12 7520 . 00 7157 . 77 362 . 23 ' 22451 . 27 13 7520 . 00 7246 . 65 273 . 35 15059 . 69 14 7520 . 00 7336 . 65 183 . 35 7576 .31 15 7520 . 00 7427 . 75 92 . 25 0 .00 TOTALS: 120, 320 . 00 109 , 860 . 00 10, 460 . 00 LESSEE : City of Ocoee, Florida BY: S.Scott vandergrift TITLE : Mayor DATE: FOR INE AND HEWN=ONLY KIM CITY OFCCOl4 NoloW ED AC TOPORNMOLAANIY FOLEY&WIDNER ei my*NM PAGE-1 Agreement No. EXHIBIT F ACCEPTANCE CERTIFICATE The undersigned,as Lessee under the Municipal Lease-Purchase Agreement(the"Agreement")dated , 19 13 ,with Liberty National Bank and Trust Company of Louisville("Lessor"),acknowledges receipt in good condition of all the Equipment described in the Agreement and in Exhibit D thereto this day of 19, ss See Paragraph Below Lessee certifies that Lessor has fully and satisfactorily performed all of its covenants and obligations required under the Agreement,and 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 PCS UN Mo1ILIAN=O Y Nll.a'YCPCOMM, M CNIOM ToP01r1MOtJI yr ,tom BY: IOW SIMMER S. Scott Vandergrift Pi mymmily TITLE: Mayor ss Notwithstanding the provisions set forth in the first paragraph above,Lessee hereby discloses to Lessor that the Equipment described in the Agreement and in Exhibit D thereto is scheduled to be delivered on/or before .Upon receipt 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. 1 Agreement No. EXHIBIT G ESSENTIAL USE/SOURCE OF FUNDS LETTER TO: Liberty National Bank&Trust Company of Kentucky RE: Municipal Lease-Purchase Agreement No. Gentlemen: Reference is made to certain Municipal Lease-Purchase Agreement Number ,dated ,between Liberty National Bank&Trust Company of Kentucky,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 FOR Use AND RELIANCE ONLY IYTlE CITY OF OCOEE. APPROVED AS TO FORM AND LEOALRY gib day of 1313 FOLEY&LARDNER Sr C.y At•.orney 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&Trust Company of Kentucky("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 19 gAthe 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(b)(3)(B)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 , 19a3 LESSEE: City of Ocoee,Florida By: Printed Name:5.Scott Vandergrift.Mayor (SEAL) ATTEST: FOR USE AND FINANCE ONLY BY THE CITY cFOCOEE, APPROVED AS TO FORM ANO LI MNNY a' FOLEY a WOMEN Printed Name:Jean Grafton.City Clerk Agreement No. INSURANCE COVERAGE REQUIREMENT TO: Liberty National Bank&Trust Company of Kentucky 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&Trust Company of Kentucky"as Loss Payee. Coverage Required: Full Replacement Value b. Public Liability Insurance evidenced by a Certificate of Insurance naming Liberty National Bank&Trust Company of Kentucky"as an Additional Insured. Minimum Coverage Required: $500,000.00 per person $500,000.00 aggregate bodily injury liability $100,000.00 property damage liability ❑ 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&Trust Company of Kentucky prior to the time that the equipment is delivered to us. FOR USE AND MANCE By: BYTIECmrCRCR . CCC CKY S.Scott Vandergrift APPROVEDmTOFORM AND IEOANTM ,IsLARDNER eh►d Title:Mayor FOLEY& City AttorneyDy Dated: 380 6-93 3497 Fam 8038-G Information Return for Tax-Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) 0M8 No.1545-0720 (Rev. May 1993) ► See separate Instructions. oepenmurt of the Treasury (Use Form 8038-GC if the issue price is under$100,000.) Internal Revalue Sema Part I Reporting Authority If Amended Return,check here P. CI 1 Issuer's name 2 Issuer's employer identification number City of Ocoee, Florida • 3 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 4 Report number 150 N. Lakeshore Drive G19 - 5 City,town,state,and ZIP code 8 Date of issue Ocoee, Florida 34761 7 Name of Issue 8 CUSIP Number Part II Type of Issue (check applicable box(es) and enter the issue price) Issue pace 9 0 Education (attach schedule—see instructions) $ 10 0 Health and hospital (attach schedule—see instructions) 11 0 Transportation 12 0 Public safety 13 0 Environment(including sewage bonds) 14 0 Housing 15 0 Utilities 16 0 Other. Describe (see Instructions) ► 17 If obligations are tax or other revenue anticipation bonds, check box ► 0 18 If obligations are in the form of a lease or installment sale, check box ► 0 Part III Description of Obligations Cu c (GR le► l9► Matunty date Interest rate Issue pnce Stated redemption Weighted Yield Net interest price at maturity average maturity cost • 19 Final maturity. `YO f � A 20 Entire issue /_ years Part IV Uses of Original Proceeds of Bond Issue (including underwriters' discount) 21 Proceeds used for accrued interest 21 22 Issue price of entire issue(enter amount from line 20, column (c)) 22 23 Proceeds used for bond issuance costs (including underwriters'discount) 23 24 Proceeds used for credit enhancement 24 25 Proceeds allocated to reasonably required reserve or replacement fund 25 26 Proceeds used to refund prior issues 26 27 Total(add lines 23 through 26) 27 28 Nonrefundingproceeds of the issue (subtract line 27 from line 22 and enter amount here). . , 28 Ma Description of Refunded Bonds (complete this part only for refunding bonds) 29 Enter the remaining weighted average maturity of the bonds to be refunded ► years 30 Enter the last date on which the refunded bonds will be called ► 31 Enter the date(s) the refunded bonds were issued ► Part All Miscellaneous 32 Enter the amount of the state volume cap allocated to the issue ► 33 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(8)(i)(111) (small issuer exception) ► 34 Pooled financings: a Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units P. b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► 0 and enter the name of the issuer ► and the date of the issue ► 35 If the issuer has elected to pay a penalty in lieu of rebate, check box O. 0 Under penalties of penury.1 declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge and belief,they are true,correct,and complete. Please Sign kS .Scott Vandergrift,Mayor Here Signature of officer S. Scott Vandergri f tate Type or pnnt name and title For Paperwork Reduction Act Notice, see page 1 of the Instructions. Cat No.63773S Form 8038-G (Rev.5.631 [The next page is 3497-3.] STATE OF FLORIDA 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 Dr. * CITY Ocoee STATE FL 34761 m MULTIPLE DEBTOR (IF ANY) (Last Name First if a Person) w NAME o. u 1B z MAILING ADDRESS W z O CITY STATE z O MULTIPLE DEBTOR (IF ANY) (Last Name First if a Person) NAME 1C MAILING ADDRESS * CITY STATE SECURED PARTY(Last Name First if a Person) NAMELiberty 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 description of real property on which located and owner of record when required).If more space is required,attach additional sheets 8V2•x 11-. FOR INFORMATION PURPOSES ONLY. THIS DOES NOT CREATE A SECURITY INTEREST. W * (1) Loadal EVO-MAG-20-C215 Garbage Truck a * VIN: cr a. u. Q V1 5. Proceeds of collateral are covered as provided in Sections 679.203 and 679.308,F.S. 7. No.of additional Sheets presented: tc 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 Florida Documentary Stamp Tax is not required. 2 9. This statement is filed without the debtor's signature to perfect a security interest in collateral (Check 0 if so) 10. (Check 0 if so) 0 already subject to a security interest in another jurisdiction when it was brought into this state or debtor's 0 Debtor is a transmitting utility location changed to this state. 0 Products of collateral are covered 0 which is proceeds of the original collateral described above in which a security interest was perfected. 0 as to which the filing has lapsed. 11. SIGNATURE(S)OF DEBTOR(S) 0 acquired after a change of name,identity,or corporate structure of the City of Ocoee 0 debtor or 0 secured party. 13. Return copy to: Byy NAME Liberty National Leasing Company S. Scott Vandergrift, Mayor ADDRESS P.O. Box 32500 12 SIGNATURE(S)OF SECURED PARTY(IES)OR ASSIGNEE CITY Louisville STATE KY ZIP CODE 40232-2500 STANDARD FORM — FORM UCC-1 Approved by Secretary of State,State of Florida