VI (B) Resolution No. 96-15, Lease Agreement with Riverside National Bank for Street Sweeper AGENDA 6-18-96
"CENTER OF GOOD LIVING - PRIDE OF WEST ORANGE" Item VI B
Ocoee _�.. .....�......... .
COMMISSIONERS
-+
a CITY OF OCOEE SCOTT ANDERSON
v p SCOTT A.GLASS
JIM GLEASON
150 N.LAKESHORE DRIVE
V OCOEE,FLORIDA 34761-2258
'f J. ,� (407)656-2322 RUSTY JOHNSON
CITY MANAGER
OF GOOD�` ELLIS SHAPIRO
STAFF REPORT
TO: The Honorable Mayor and Boar of City Commissioners
FROM: Mark W. Brace, CPPB, Buyer
DATE: 12 June, 1996
RE: LEASE/PURCHASE OF STREET SWEEPER
On October 9th, 1995, the City of Plant City awarded to Florida
Municipal Equipment, Inc. , a bid for a Johnston 605 Vacuum Street
Sweeper in the amount of $113,472 . 00. This bid contained verbage
that other entities may "piggy-back" the bid as long as the vendor
agrees to the same terms set forth in the original bid documents.
Florida Municipal Equipment, Inc. , had included in their submittal
of Plant City's bid a Bid Response Form Attachment that allowed
them as well as other customers interested in "piggy-backing" from
their contract the ability to add or delete options as required in
order to equip the unit to satisfy the application. Our Director
of Public Works, Richard Corwin, has reviewed the awarded contract
specifications and has requested use of the "add or delete" options
from this bid. The attached letter from Florida Municipal
Equipment, Inc. , describes these options along with the pricing
which brings the awarded base price of $113 , 472 . 00 down to
$113, 097 .00. This sum is the total price for the unit.
Using the $113, 097. 00 figure, I obtained three written quotes for
leasing of this unit. The quotes were from Riverside National Bank
of Florida, SunTrust Bank, Central Florida, N.A. , and Commercial &
Municipal Capital, LLC. Riverside National Bank offered the lowest
interest rate, 5. 362%, and the lowest overall quarterly in advance
payments of $6, 398.55 over the course of five years.
ACTION REQUESTED
Staff recommends that the Mayor and City Commissioners (1) award
purchase of the Johnston 605 Street Sweeper to Florida Municipal
Equipment, Inc. for $113, 097. 00, (2) adopt Resolution 96-15
establishing need, (3) approve the leasing agreement with Riverside
National Bank with quarterly payments of $6, 398 . 55 in advance for
five years with an effective annual interest rate of 5. 362%, and
(4) authorize the Mayor and City Clerk to execute all necessary
documents.
Oit
4"S
8-06-1996 5 26P FROM FLA MUNIC EQUIP INC 941 665 5946 P. 1
F FLORIDA
ml MUNICIPAL
IE 1 EQUIPMENT, INC.
June 6, 1996
Mr . Mark Brace
Purchasing Department
City of Ocoee
150 North Lakeshore Drive
Ocoee, Florida 34761-2258
Re: Piggy Back Proposal for Johnston Series 605 Vacuum Street
Sweeper
Dear Mark:
Per the request of our Territory Manager Roland Beaulieu, I
am pleased to provide the following information regarding the
above referenced matter .
Florida Municipal Equipment , Inc. (FMB) hereby autorizes the
City of Ocoee to "piggy back" purchase a Johnston Series 605
vacuum street sweeper at the same prices , terms, and conditions
as that of the City of Plant City.
The City of Plant City took bids on August 31 , 1995 and
awarded a contract to us as the lowest responsible bidder for one
( 1 ) Johnston Series 605 Vacuum Street Sweeper . The unit was
equipped as follows:
* Johnston Series 605 Dual Sweep/Pickup
• Ford Cargo CF-7000 Cab & Chassis
* Air Conditioning
•• Convex Mirrors
* Hydraulic Assist 8" Diameter Catch Basin Cleaner
* Herbicide Applicator
* Three (3) Year 100% Parts & Labor Sweeper Warranty
In the case of the Plant City bid we included a Bid Response
Form Attachment that allowed them as well as other customers
interested in "piggy backing" off of their contract the ability
to add or delete options as required in order to equip the unit
to satisfy the application.
P.O. Box 540 Eaton Park, Florida 33840-0540 • (941) 665-2091 • Fax (941) 665-5946
6-06-1996 5:26PM FROM FLA MUNIC EQUIP INC 941 685 5946 P. 2
Our bid price and subsequent purchase order amount from the
City of Plant City is $113 ,472. In order to get this unit into
compliance with the City of Ocoee ' s requirements, we would
suggest utilizing the "add on/deduct sheet" from the Plant City
bid as follows :
Original Contract Amount from City of Plant City
Purchase Order # 103005 $113 , 472.
Deduct :
Third Year 100% Parts & Labor Sweeper Warranty (2,400. )
Herbicide Applicator (2 ,985. )
Add:
1 ,000 PSI High Pressure Washdown System 2,550.
Ford Chassis Parts & Service Manuals 500 .
Two (2) Strobe Beacons 750.
AM/FM Radio 275 .
Two ( 2) Gutterbroom Worklights 360.
Low Water Idle Down System 575 .
Net Adjusted Sell Price to the City of Ocoee Specs $113,097 .
Thanks once again for your time and consideration. Please
don' t hesitate to contact the undersigned should you have any
questions or comments .
Very trul s ,
A a
411111Aniel Federico
P esiden
4-15-1996 12:0@PM FROM FLA MUNIC EQUIP INC 941 6E5 5946 P. 3
OCT-11-95 WED 121Q4 PML JIM NUkk1S FL.MUN.E0 PAGE 03
P. 01
PURCHASE ORDER
VENDOR'S COPY
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ATTENTION: Jim Norris, Ter, Mgr. DESIGNATED TBELOW ONHIALLRcORREAND
ONDENCE, ONi
2850 Mine and Mill Road _ CASE OR PACKAGE,AND ON INVOICE,
Lakel.errtjifL 33801 TERMS UNLESS OTHERWISE STATED ARE 30 DAYS
STATE SALES tax EMMAPTION CERTIFICATE NUMBER
DATE 10/11/95 T9iZ174741�64C
QUANTITYDEPT Stormwater __
DERCRIPTION UNIT PRICE AMOUNT
1 Johnston 605 Vacuum Street Sweeper
$113,472.00
AWARDED 8Y CITY COA41ISSION 10/09/95
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ACo0uNT NAME AUt an Qtive EQtliuOMR
ACCOUNT NUMBER 402-180901-000.538.64400
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RESOLUTION NO. 96-15
A RESOLUTION OF THE CITY OF OCOEE, FLORIDA APPROVING A
LEASE AGREEMENT WITH RIVERSIDE NATIONAL BANK OF FLORIDA
AND DESIGNATING IT AS A QUALIFIED TAX-EXEMPT OBLIGATION
RESOLVED, that this City enter into a certain Lease
Agreement with RIVERSIDE NATIONAL BANK OF FLORIDA (hereinafter
called "Lessor") for a Street Sweeper 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.
IuRTHER 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 comtemplated by the
Equipment Lease.
FURTHER RESOLVED, that the foregoing resolutions shall
remain in full force and effect until written notice of their
amendment or rescission shall have been received by Lessor and that
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 , 1996.
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 , 1996.
FOLEY & LARDNER APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD
ON THE DATE INDICATED ABOVE
UNDER AGENDA ITEM NO.
By:
City Attorney
LEASE AGREEMENT
This Lease Agreement is entered into as of this day of , 1996 (hereinafter referred to as
"Agreement") by and between Riverside National Bank of Florida (Hereinafter referred to as "Lessor") and City of
Ocoee,a governmental entity and political subdivision of the State of Florida(Hereinafter referred to as"Lessee").
WITNESSETH:
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 successors and assigns, may from time to
time hereafter designate in writing; PROVIDED, HOWEVER, THAT NEITHER THE LESSEE, OR 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 the Lessor that Lessee
has executed a binding obligation to purchase the Property. Such Property shall be delivered to the Lessee with title
to be made in the name of and delivered to the Lessee free and clear of all liens and encumbrances or interests of
any party therein except the interest of the Lessee and Lessor hereunder.
The Lessee shall at all times keep the property free of any liens or encumbrances. Lessor shall not pay
any moneys to the vendor or the Lessee for payment to the vendor until Lessee certifies to the Lessor that Lessee
has accepted the Property hereunder, which certification shall be substantially in the form of Exhibit C hereto,
which exhibit is incorporated herein by reference. TITLE TO THE PROPERTY SHALL BE VESTED IN THE
LESSEE UPON LESSEE'S ACCEPTANCE OF THE PROPERTY.
2. NEW TAXES,OTHER GOVERNMENTAL CHARGES AND UTILITY CHARGES:
Lessee and Lessor contemplate that the property will be used for a governmental purpose of Lessee and ,
therefore, that the Property 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, 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 Property and any equipment or other property acquired by modification, improvement or addition to
the property, as well as all gas, water, steam, electricity, heat, power, telephone. use, occupancy and upkeep of the
Equipment;provided that, with respect to any governmental charges that may lawfully be assessed, Lessee shall be
obligated to pay only such charges as have been assessed during the time this Agreement is in effect. Lessee may
contest any such charges prior to payment with due diligence and by appropriate proceedings, provided such
contest does not involve any adverse risk to Lessor's interest hereunder.
3. LESSEE'S COVENANTS AND REPRESENTATIONS:
Lessee covenants and represents as follows:
(a) Lessee is a govermnental 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, enforceable in accordance with its terms.
(b) All payments hereunder have been, and will be duly authorized and paid when due, except as provided in
Paragraph 11, 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 Tenn of this Agreement a sufficient amount to permit Lessee to discharge all its
obligations hereunder and Lessee has budgeted and made available for the current fiscal period sufficient funds to
comply with its obligations hereunder.
(c) There are no pending or threatened lawsuits or administrative or other proceedings contesting the authority for,
authorization or perfornnance of. or the expenditure of funds pursuant to this Agreement.
(d) Information supplied and statements made by Lessee to Lessor in any financial statement or current budget
prior to or contemporaneously with this Agreement are true and correct.
(e) Lessee has an immediate need for,and expects to make immediate use of, substantially all the Property,which
need is not temporary or expected to diminish in the foreseeable future, and Lessee will not give priority or parity
in the appropriation of funds to the acquisition or use of any substitute property for purposes or functions similar to
the Property's or for the procurement of services from a third party which services are substitute for the utilization
of the Property by the Lessee.
(f) There are no circumstances presently affecting the Lessee that could reasonably by expected to alter its
foreseeable need for the property or adversely affect its ability or willingness to budget funds for the payment of
sums due hereunder.
(g) Lessee's right to terminate this Agreement as specified in Paragraph 11 hereof was not an independently
bargained for consideration, but was concluded solely for purpose of complying with the requirements of the laws
of the State in which Lessee is located.
(h) Lessee has on hand and legally available funds from resources other than ad valorem taxes sufficient to make
all payments due under this Agreement during the current fiscal year of Lessee.
(I) The Lessee has reviewed its projected revenues and its expenses and reasonably expects that it shall have on
hand and legally available funds from sources other than ad valorem taxes sufficient so to timely make all
payments as they become due under this Agreement during the Term thereof.
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 of insurance required pursuant to Paragraph 8 hereof, or in
a manner contrary to the nature of the Property or the use contemplated by its manufacturer. Lessee shall keep the
Property at the location stated on 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 permitted in paragraph 6 (a) above,Lessee shall not
make any other alterations, modifications or improvements hereunder. Any other alterations,
modifications or improvements to the Property shall immediately become part of the Property, subject to
the provisions hereof. Without the prior written consent of Lessor, Lessee shall not affix or attach any of
the Property to any real property or allow it to permanently rest upon any real property or any
improvement thereon.
7. DAMAGE TO OR DESTRUCTION OF PROPERTY:
Lessee shall bear the entire risk of loss, damage, theft, or destruction of the Property from any and every
cause whatsoever and no loss, damage, theft, or destruction of the Property from any and every cause whatsoever
and no loss, damage, destruction or other event shall release Lessee from the obligation to pay the full amount of
the rental payments or from any other obligation under this Agreement.
(a) In the event that all or any part of the property is lost, stolen, destroyed or damaged beyond repair,
Lessee shall replace the same 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 of lessees
of property of a character similar to the Property. In addition, Lessee shall, for the term of this Agreement, at its
own expense, maintain casualty insurance with respect to the Property insuring customary risks with coverage at
all times not less than the remaining Principal Balance determined as of the end of Lessee's preceding fiscal year.
All insurance policies shall be with insurers authorized to do business in the state where the Property is located and
shall name both Lessor and Lessee as insured as their respective interest may appear. Insurance proceeds from
casualty losses shall be applied to either(a) the replacement, repair or restoration of the Property or, (b) payment of
Balance Due Lessor (as defined hereafter).Lessee shall, upon request. deliver to Lessor evidence of the required
coverage's together with premium receipts covering employees working on. in or about the Property. In the event
Lessee fails, for any reason, to comply with the requirement of this Paragraph. to the extent permitted by law,
Lessee shall indemnify and save harmless, and, at Lessee's sole expense, defend Lessor and its agents, employees,
officers and directors and the Property against all risk of loss not covered by insurance.
9. INDEMNIFICATION:
Subject to the recovery limits, as set forth in Chapter 768, Florida Statutes, Lessee shall indemnify and
save harmless Lessor and its agents. employees. officers, and directors front and at Lessee's expense defend Lessor
and its agents, employees, officers and directors against all liability, obligations, loss, damages, penalties, claims,
actions, costs and expenses (including but not limited to reasonable Attorney's fees) of whatsoever kind or nature
which in any relate to or arise out of Lessee's obligation in this Agreement or the ownership, rental, possession,
operation, condition, sale or return of the Property. All amounts which become due from Lessee under this
Paragraph 9 shall be credited with any amounts received by the Lessor front insurance provided by the Lessee and
shall be payable by the Lessee within thirty(30)days following demand therefor by Lessor and Lessee's obligations
under this Paragraph 9 shall survive the termination or expiration of this agreement.
10. NO REPRESENTATION OR WARRANTIES BY LESSOR:
The Lessee acknowledges that Lessee has selected the Property leased hereunder prior to having requested
the Lessor the purchase the same for leasing to the Lessee, and Lessee agrees that the Lessor has made and makes
no representations or warranties of any kind or nature, directly or indirectly, express or implied as to any matter
whatsoever, including the suitability of such Property, its durability, its fitness for any particular purpose, its
merchantability, its condition, capacity and/or its quality, and as between Lessee and Lessor's assignees, Lessee
leases the Property "as is" and "with all faults" as between Lessor and Lessee. Lessor and Lessor's assignee
shall be liable to Lessee for any loss, damage, or expense of any kind or nature caused directly or indirectly
by any adjustment thereto, or by an interruption of service or loss of use thereof, or for any loss of business
or damage whatsoever or, for consequential or any incidental damages howsoever caused. Lessor makes no
representation or warranty express or implied as to the Property, its fitness for any particular purpose, its
merchantability or any other matter, nor shall any such representation or warranty by the Seller to the
Lessee be binding on the Lessor nor shall any such breach relieve Lessee of or in any way reduce any of the
Lessee's obligations to Lessor as set forth herein. This disclaimer of representations and warranties and
limitations of liability shall apply with equal force and effect to any claims of any third party against Lessor
or Lessor's assignee. If the Property is not properly installed, does not operate as represented or warranted by
Seller or is unsatisfactory for any reason, Lessee shall make any claim or account thereof solely against the Seller
and shall nevertheless pay Lessor all rent payable under this Agreement. Lessor hereby assigns to Lessee, solely
for the purpose of making and prosecuting any such claim, any rights it may have against the Seller for breach of
warranty or representation respecting the Property. Lessee understands and agrees that neither the Seller nor any
agent of the Seller is an agent of Lessor and that neither the Seller nor its agent is authorized to waive or alter any
term or condition of this lease.
11. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS:
Lessee is a bona fide governmental entity of the State of Florida with Lessee's fiscal year ending on
September 30 of each calendar year. If Lessee does not appropriate sufficient funds to continue making the
payments required under this Agreement for any of Lessee's fiscal years subsequent to the one in which the
Agreement is executed and entered into, then this Agreement shall be terminated effective upon expiration of the
fiscal year in which sufficient funds to continue satisfaction of Lessee's obligation under this Agreement were last
appropriated by Lessee ("Termination Date") and Lessee shall not, in this sole event, be obligated to make any
further rental payments due beyond said fiscal year. Lessee warrants that the necessary funds have been
appropriated for the Property for Lessee's fiscal year during which the execution by Lessee of this Agreement
occurred. Lessee shall give Lessor immediate notice of Lessee's intent to terminate this Agreement under this
Section 11 which notice shall contain the termination date, (which shall be the end of the last of Lessee's fiscal
year for which appropriation for the Property were made) and shall advise the Lessor of the location or locations
where the Property may be found on the Termination Date. In the event of an early termination of this Agreement
under this section, all obligations of the Lessee to make rental payments which would otherwise be due hereunder
after the Termination Date shall cease and the Termination Date shall cease 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 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. except as set forth in Paragraph 11;
(2) Lessee's failure to comply with any other covenant condition or agreement of Lessee hereunder
for a period 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 becomes insolvent or admits in writing its inability to pay its debts as they mature or
applies for, consents to, or acquiesces in the appointment of a trustee. receiver or a custodian is appointed
for Lessee or a substantial part of its property and is not discharged within sixty (60) days; or any
bankruptcy or insolvent law. or any dissolution or liquidation proceeding, is instituted by or against Lessee
and, if instituted against Lessee is consented to or acquiesced in by Lessee or is not dismissed within
sixty(60)days.
(b) Upon the occurrence of any Event of Default specified herein Lessor may in its sole discretion
exercise any or all of the following remedies:
(1) Enforce this Agreement by instituting an action in a court of competent jurisdiction to recover as
a general claim against Lessee. Lessor's compensatory damages resulting from Lessee's default. Lessor
agrees that it shall not have a right to seek any remedy of specific performance nor shall Lessor have any
"self-help" right to take possession of the Property absent Lessee's voluntary surrender thereof.
(2) Terminate this Agreement, in which event, upon demand by Lessor the following procedure (the
"remedy procedures") shall apply:
(a) LESSEE RIGHT OF DISPOSITION. Lessee shall (1) immediately cease any use of the
Property and cause the Property to be stored in an appropriate place, and (ii) dispose of the Property
within sixty (60) days from receipt of such written demand for an amount which shall approximate the
equipment's "Fair Market Value" (as defined hereafter) as determined by a qualified appraiser. The
proceeds from the sale of the Property shall be forwarded directly to Lessor and applied to Balance Due
Lessor. If the proceeds are less than the Balance Due Lessor, the Lessee shall pay the deficiency to Lessor.
If the proceeds exceed Balance Due Lessor,Lessee shall keep the overage.
(b) DELIVERY TO LESSOR: If Lessor fails or refuses to dispose of the Property within
that sixty (60) day period, the Lessee shall, at its expense, cause possession of the Property together with
all documents necessary to transfer legal and beneficial title thereto and possession thereof to Lessor and
to evidence the termination of all of Lessee's interest in the Property to be delivered at Lessor's direction
consistent with the terms hereof. Lessor may then dispose of Property and the proceeds from the sale of
the Property shall be applied to.the Balance Due Lessor. If the proceeds are less than the Balance Due
Lessor, the Lessee shall pay the deficiency to Lessor. If the proceeds exceed the Balance Due Lessor, then
Lessor shall pay such overage to Lessee. The term `Balance Due Lessor" shall mean the sum of all
payments remaining due for the entire term of this Agreement.
(c) Notwithstanding a return of the Property to the Lessor hereunder, Lessee shall remain
liable to Lessor for any damages caused Lessor as a result of any breach of the provisions of this
Agreement relating to matters other than rent payments; provided however, that Lessor may recover any
such amounts only from general revenues of Lessee which does not arise from ad valorem taxes and are
otherwise legally available therefor, to the extent available.
13. TERMINATION PROCEDURE:
Lessee shall, upon any termination hereof pursuant to Paragraph 11 hereof, or if Lessee is voluntarily
relinquishing the Property to Lessor. deliver the Property to Lessor unencumbered and in at least as good condition
and repair as when delivered to Lessee, ordinary wear 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 Agreement to obtain possession of the Property
due to a voluntary relinquishment thereof by Lessee,Lessee agrees to (i) fully cooperate with Lessor in all respects
in effecting a timely and orderly redelivery of the Property to Lessor; (ii) at Lessee's expense to assemble and
appropriately package the Property for shipment and to make the Property so assembled and packaged available at
one or more locations within the State of Florida, arranging with Lessor a convenient time for Lessor's pick up of
that Property; and (iii) execute and deliver to Lessor, or at Lessor's directions, all documents necessary to transfer
legal and beneficial title to the Property and possession thereof to Lessor and to evidence the termination of all of
Lessee's interest in the Property.
14. ASSIGNMENT AND SUBLEASE:
(a) Without the prior written consent of Lessor,Lessee shall not(i)assign. transfer, pledge or hypothecate
or otherwise dispose of this Agreement, the Property, or ally 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 executed and deliver such certificate or
other instruments as may reasonably be requested, including, but not limited to, a separate acknowledgment of
assignment and attornment certificate in the customary form as to any purchaser's, assignee's or transferee's right,
title and interest in, to and under this agreement, and 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 times by and remain personal property, as described in Paragraph 6(b).
16. LESSOR'S RIGHT TO PERFORM FOR LESSEE:
If Lessee fails to make any payment or perform or comply with any or its covenants or obligations
hereunder,Lessor may,but shall not be required to, make such payment or perform or comply with such covenants
and obligations on behalf of Lessee and the amount of nay such payment and the expenses (including but not
limited to reasonably attorney's fees) incurred by Lessor in performing or complying with such covenants and
obligations,as the case may be, together with interest thereon at the highest rate permitted by applicable law, shall
be payable by Lessee upon demand.
17. INTEREST ON DEFAULT:
If Lessee fails to pay any payment due under this Agreement. whether payments of rent under Paragraph
1, payment of taxes under Paragraph 2, or payment for performance by Lessor of Lessee's obligations, under
Paragraph 16 or otherwise, within fifteen days after the due date thereof, Lessee agrees to pay Lessor interest on
such delinquent payments from the date due until actually received in immediately available funds to Lessor at the
highest lawful rate permitted by applicable law.
18. NOTICES:
Any notices to be given or to be served upon any party hereto, in connection with this Agreement, must be
in writing and may be given by certified or registered mail, and shall be deemed to have been given and received
forty-eight (48) hours after a registered or certified letter containing such notice, postage prepaid, is deposited in
the United States Mail, and if given otherwise shall be deemed to have been given when delivered to and received
by the party to whom it is addressed. Such notice shall be given to the parties at their respective address(es)
designated on the signature page of this Agreement or at such other address as either party may hereafter designate
in writing.
19. MISCELLANEOUS:
(a) Lessee shall, whenever requested. advise Lessor of the exact location and condition of the
Property and shall give Lessor immediate notice of any attachment or other judicial process affecting the Property.
Lessor may, for the purpose of inspection. at all reasonable times enter upon any job. building or place where the
Property and the books and records of the Lessee with respect hereto are located.
(b) Time is of the Essence. No covenant or obligations hereunder to be performed by Lessee may be
waived except by the written consent of Lessor and waiver of any such covenant or obligation or a forbearance to
invoke any remedy on any occasion shall not constitute a waiver of such covenant or obligation or any other
covenant or obligation as to any other occasion and shall not preclude Lessor from invoking such remedy at any
later time prior to the Lessee's cure of the condition, giving rise to such remedy. Lessor's rights hereunder are
cumulative and not alternative.
(c) This Agreement shall be construed and governed in 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 of 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 references 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.
(1) The Statute of Limitation for any claim arising under this Agreement shall be one year from the
date said claim accrues.
20. LATE CHARGES:
Whenever any payment is not made by Lessee in full during the term of this Agreement, unless otherwise
terminated or expired, 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.
21. COMMERCIAL PURPOSES:
Lessee and Lessor agree that it is the intention of both parties that the equipment be used for
Governmental purposes only and Lessee represents and warrants that the Equipment is hereby leased solely for
governmental use.
22. ATTORNEY'S FEES:
In the event either party breaches the terms of this Lease, the non-breaching party shall recover from the
breaching party all costs and expenses incurred as a result of said breach, including without limitation, reasonable
attorney's fees, including fees incurred at the trial or appellate levels.
IN WITNESS WHEREOF, the parties have executed the Agreement as of the
day of . 1996.
LESSEE: CITY OF OCOEE
ATTEST:
By: By:
Jean Grafton, City Clerk S. Scott Vandergrift. Mayor
150 North Lakeshore Dr., Ocoee, Florida 34761
For use and reliance only by the City of Approved by the Ocoee City
Ocoee,Florida approved as to form and Commission at a meeting held on
legality,this day of 1996. . 1996 under agenda
item no.
By:
Foley&Lardner, CITY ATTORNEY
LESSOR: RIVERSIDE NATIONAL BANK OF FLORIDA
By:
Anna P. Taylor
Government Leasing/Lending Officer
989 South Federal Highway, Stuart,FL 34994
EXHIBIT A
TO LEASE AGREEMENT
EQUIPMENT DESCRIPTION
QUANTITY DESCRIPTION
1 Johnston Series 605 Dual Sweep/Pickup w/
Ford Cargo CF-7000 Cab & Chassis, Air conditioning,
Convex Mirrors, Hydraulic Assist 8" Diameter Catch
Basin Cleaner, 1000 PSI High Pressure Washdown
System, Two (2) Strobe Beacons, AM/FM Radio, Two
(2) Gutterbroom Worklights, Low Water Idle Down
System , Parts and Service Manuals
CITY OF OCOEE 06-10-1996 Pg 1
Compounding period. . . : Quarter
Nominal annual rate. . : 5 . 362 %
Effective annual rate: 5.471 %
Periodic rate 1. 3405 %
Equivalent daily rate: 0. 01489 %
CASH FLOW DATA
Event Date Amount # Period End-date
1 Loan 06-10-96 113 , 097 . 00 1
2 Payment 06-10-96 6, 398.55 20 Quarter 03-10-01
AMORTIZATION SCHEDULE - Normal amortization, 360 day
Pmt Date Payment Interest Principal Balance
Loan 06-10-1996 113, 097.00
1 06-10-1996 6, 398 . 55 0. 00 6, 398 . 55 106, 698 .45
2 09-10-1996 6, 398. 55 1, 430. 32 4, 968 . 23 101,730.22
3 12-10-1996 6, 398 . 55 1, 363 .72 5, 034 .83 96, 695. 39
1996 totals 19 , 195 . 65 2 , 794 . 04 16, 401. 61
4 03-10-1997 6, 398 . 55 1, 296. 23 5, 102 . 32 91, 593 . 07
5 06-10-1997 6, 398 . 55 1, 227 . 83 5, 170. 72 86, 422 .35
6 09-10-1997 6, 398 . 55 1, 158 . 51 5 , 240. 04 81, 182 .31
7 12-10-1997 6, 398 . 55 1, 088 . 27 5, 310. 28 75,872 . 03
1997 totals 25, 594 . 20 4 , 770. 84 20, 823 . 36
8 03-10-1998 6, 398 . 55 1, 017 . 08 5, 381.47 70,490.56
9 06-10-1998 6, 398 . 55 944 . 94 5 , 453 . 61 65, 036.95
10 09-10-1998 6, 398 . 55 871. 84 5, 526.71 59,510.24
11 12-10-1998 6, 398 . 55 797 . 75 5, 600.80 53 , 909.44
1998 totals 25, 594 . 20 3 , 631. 61 21, 962 . 59
12 03-10-1999 6, 398 . 55 722 . 67 5, 675.88 48, 233 .56
13 06-10-1999 6, 398 . 55 646 . 58 5, 751.97 42 ,481.59
14 09-10-1999 6, 398 . 55 569 . 48 5, 829 . 07 36, 652 .52
15 12-10-1999 6, 398 . 55 491. 34 5, 907 . 21 30,745.31
1999 totals 25, 594 . 20 2 , 430 . 07 23 , 164 . 13
16 03-10-2000 6, 398 . 55 412 . 15 5 , 986. 40 24 ,758.91
17 06-10-2000 6, 398 . 55 331. 90 6, 066. 65 18, 692 .26
18 09-10-2000 6, 398 . 55 250. 57 6, 147 . 98 12 , 544 .28
19 12-10-2000 6, 398 . 55 168 . 16 6, 230. 39 6, 313 .89
2000 totals 25, 594 . 20 1, 162 . 78 24 , 431. 42
20 03-10-2001 6, 398 . 55 84 . 66 6, 313 . 89 0. 00
2001 totals 6, 398 . 55 84 . 66 6 , 313 . 89
Grand totals 127 , 971. 00 14 , 874 . 00 113 , 097 . 00
EXHIBIT C
LEASE AGREEMENT
CERTIFICATE OF ACCEPTANCE
TO(LEASE OR LEASE PURCHASE)AGREEMENT NO.
DATED:
BETWEEN Riverside National Bank of Florida (LESSOR)AND City of Ocoee. (LESSEE)
To:Riverside National Bank of Florida
Gentlemen:
Lessee hereby certifies to you ("Lessor") that the items of Equipment which are described in the attached
Scheduled "A" have been delivered to the Lessee and that such Equipment has been inspected, received, and
accepted by the Lessee. The Lessee is delivering this Certificate of Acceptance to Lessor pursuant to that certain
Lease Agreement referenced above. Lessee understands that Lessor is relying upon this receipt as a condition for
making payment for the Equipment.
LESSEE: City of Ocoee
ATTEST:
BY: By:
Date of Acceptance:
Lease Commencement Date:
Lease Term:
Equipment Location:
INCUMBENCY CERTIFICATE
I, Jean Grafton • do hereby certify that I am the duly elected or appointed and acting
Secretary/Clerk of the City of Ocoee a political subdivision or agency duly organized and
existing under the laws of the State of Florida, that I have custody of the records of such entity, and that, as of the
date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the
offices set forth opposite their respective names. I further certify that(i) the signatures set opposite their respective
names and titles are true and authentic signatures and (ii) such officers have the authority on behalf of such entity
to enter into that certain Lease/Agreement dated ,1996 between such entity and Riverside
National Bank of Florida
NAME TITLE SIGNATURE
S. Scott Vandergrift Mayor
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto
this day of , 1996.
Jean Grafton, City Clerk
(SEAL)
OPINION OF LESSEE COUNSEL
I am counsel for the Lessee in connection with this Lease transaction. Having reviewed the lease
documents, it is my opinion that:
1. The Lessee is a duly constituted political subdivision of the State of Florida and is authorized by the
Constitution and laws of the State of Florida to enter into the transaction contemplated by the Lease, and to
carry out its obligations thereunder.
2. The Lease has been duly approved, authorized, executed and delivered by the Lessee and constitutes a valid,
legal and binding obligation of the Lessee enforceable in accordance with its terms.
3. There are no action, suits or proceedings pending or, to the knowledge of the Lessee, threatened against or
affecting the Lessee in any court or before any governmental commission, board or authority, which if
adversely determined, will have a material adverse effect on the ability of the Lessee to perform its obligation
under the Lease.
•
Very truly yours,
By:
($10,000,000 Small Issuer)
Attached to and made a part of the certain Lease Agreement("Agreement") dated as of this day of
, 1996 by and between Riverside National Bank of Florida,as Lessor and City of Ocoee, as Lessee.
1. Lessee has not issued, and reasonably anticipates that it and its subordinate entities will not issue, tax exempt
obligations(including the Agreement)in the amount of more than$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 on
succeeding rent payment due dates such amounts as will maintain such after-tax yield.
3. The obligations of Lessee hereunder which accrue during the term of the Agreement shall survive termination of the
agreement.
4. The parties agree that this Rider is an integral part of the Agreement.
Date: LESSEE: City of Ocoee
ATTEST:
Jean Grafton, City Clerk BY: S. Scott Vandergri ft. Mayor
For use and reliance only by the City of Approved by the Ocoee City
Ocoee,Florida approved as to form and Commission at a meeting held on
legality, this day of 1995. . 1995 under agenda
item no.
By:
Foley&Lardner, CITY ATTORNEY
LESSOR: Riverside National Bank of Florida
By:
Anna P. Taylor
Government Leasing/Lending Officer
989 South Federal Highway
Stuart,Florida 34994