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HomeMy WebLinkAboutItem #05 Approval of 3-Year Lease-Purchase Agmt. with Suntrust for 4 Police VehiclesI Y 0C0e florlda AGENDA ITEM COVER SHEET Meeting Date: December 3, 2013 Item # Contact Name: Joyce Tolbert Contact Number: 1516 Reviewed By: Department Director: City Manager: Subject: Approval of 3 -Year Lease - Purchase Agreement with Suntrust Bank for (4) Police Patrol Vehicles Background Summary: The budget for Fiscal Year 13/14 includes the three (3) year lease - purchase of (4) Police Patrol Cars ($40,000 for payments). The Florida Sheriffs Association Contract #13 -21 -0904 with AutoNation provides the lowest competitively bid pricing; (4) patrol cars @ $28,628/each. The City of Ocoee participates each year in the FSA co- op bid, and the bid encompasses dealerships in the Western, Northern, Central, and Southern parts of the State of Florida. Issue: The total cost requiring financing approval is $114,512.00 at an interest rate of 1.664% for three (3) years through SunTrust Bank. Recommendations Staff recommends that the City Commission: 1)Authorize staff to piggyback the Florida Sheriff's Associations Vehicle Contract #13 -21 -0904 awarded to AutoNation Chrysler Dodge Jeep Ram Pembroke Pines; 2)Secure financing through SunTrust Bank, and authorize the Mayor, City Clerk, and Staff to execute the Lease - Purchase Agreement Schedule No. 21 and related documents for the amount of $114,512.00 at an interest rate of 1.664% for three (3) years, to close on or before December 6, 2013. Attachments: 1. Draft Suntrust Lease - Purchase Agreement (original forthcoming) 2. Quote from AutoNation 3. FSA Bid Award #13-21-0904 to AutoNation Financial Impact: The FY 14 budget includes $40,000 for payments for 3 -year financing of $114,512.00 through Suntrust Bank at an interest rate of 1.664 %, which is Schedule No. 21 to the existing Master -Lease Agreement, to close on or before December 6, 2013. Type of Item: (please mark with an "x') Public Hearing For Clerk's Dept Use: Ordinance First Reading Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda x Commission Approval Discussion & Direction Original Document/Contract Attached for Execution by City Clerk x Original Document/Contract Held by Department for Execution Reviewed by City Attorney N/A Reviewed by Finance Dept. T N/A Reviewed by ( ) N/A 2 l! SuNTRusT Im P R4 SENT VIA EMAIL December 06, 2013 City of Ocoee, Florida Joyce Tolbert, Purchasing Agent 150 North Lakeshore Drive Ocoee, FL 34761 Re: Documentation of Schedule No. 00638 -021 Dear Ms. Tolbert: Enclosed you will find the following documentation with regards to financing equipment for your review and execution: Schedule Documentation: • Exhibit A- Equipment Schedule No. 021 • Acceptance Certificate- Please keep for Escrow disbursements • Payment Schedule • Exhibit B -1 -Tax Agreement and Arbitrage Certificate • Exhibit C -1- Resolution of Governing Body • Exhibit D- Incumbency Certificate • Exhibit E- Opinion of Counsel Letter -Dated December 06, 2013 • Exhibit F- Escrow Agreement, with its Schedule I and Exhibit A- Please keep ONLY Exhibit A- Payment Request form for Escrow disbursements • Exhibit G -1- Confirmation of Outside Insurance • Exhibit G- 2- Questionnaire for Self - Insurance to Lease and Addendum • Form 8038-G • Invoice for First Payment and Documentation Fee In order to avoid any potential Rate increase, please return the enclosed executed documents, a check in the amount of $9,762.12 and the legal opinion letter dated December 06, 2013, via priority express delivery service (ex. Fed Ex or UPS), for my receipt on or before the morning of Friday, December 06, 2013 as follows: Debbie Turner 410 - 307 -6746 SunTrust Equipment Finance & Leasing Corp. 300 East Joppa Road, 7 th Floor Towson, MD 21286 Please note that a copy of the fully executed lease documents under this transaction will be returned electronically to you at the above e -mail address, unless you indicate otherwise. Additionally, please be sure to provide billing contact information if that contact information differs from the information on the Agreement. If you should have any questions or comments, please call me directly at 410- 307 -6746 or via email at debbie.turner(cDsuntrust.com Sincerely, Debbie Turner Documentation Specialist SunTrust Equipment Finance & Leasing Corp. INVOICE # Escrow Funded PO Box 79194 CUSTOMER # Baltimore, MD 21279 -0194 INVOICE DATE DUE DATE PAST DUE 0.00 CURRENT 9,762.16 DUE 9,762.16 TOTAL DUE 9,762.16 CUSTOMER NAME City of Ocoee, Florida ATTENTION: ACCOUNTS AYABLE ADDRESS Attn: Joyce Tolbert, Purchasing Agent 150 North Lakeshore Drive CITY STATE ZIP Ocoee, FL 34761 CONTRACT NUMBER DESCRIPTION Payment CONTRACT PAYMENT TAX AMOUNT 443 -40- 00638 -021 Capital Expenditure 9762.16 0.00 9,762.16 Thank you for doing business with SunTrust Equipment Finance & Leasing Corp. Direct inquiries to 866- 608 -3037 PLEASE TEAR HERE AND RETURN BOTTOM PORTION WITH YOU PAYMENT. RETAIN TO PORTION FOR YOUR RECORDS Wire instructions: SunTrust Equipment Finance & Leasing Corp ABA # 061000104 Acct # 201150263 CUSTOMER NAME City of Ocoee, Florida Please include Account name Attention: Accounts Payable and Account Number ADDRESS Attn: Joyce Tolbert, Purchasing Agent in wiring instructions 150 North Lakeshore Drive 0 Ocoee, FL 34761 REMIT TO Make Checks Payable to SunTrust Equipment Finance & Leasing Corp SunTrust Equipment Finance & Finance Corp PO Box 79194 Baltimore MD 21279 -0194 INVOICE # Escrow Funded CUSTOMER # 0 TOTAL DUE 9,762.16 DUE DATE AMOUNT REMITTED $ $ 9,762.16 Refernece: Account Name and Account Number on all Checks Page 1 ' CITY OF OCOEE, FLORIDA INDEX TO LEGAL DOCUMENTS BANK - QUALIFIED ESCROW Master Lease Agreement No. 00638, dated as of February 8, 2001; ON FILE Exhibit A - Equipment Schedule No. 021; Acceptance Certificate; Payment Schedule; Exhibit B -1 - Tax Agreement and Arbitrage Certificate; Exhibit C -1 - Resolution of Governing Body; Exhibit D - Incumbency Certificate; Exhibit E - Opinion of Counsel; Exhibit F - Escrow Agreement, with its Schedule I and Exhibit A; Exhibit G -1 Confirmation of Outside Insurance; Exhibit G -2 Questionnaire for Self- Insurance to Lease and Addendum; Form 8038 -G COPY AND PASTE THE LINK BELOW TO DOWNLOAD THE FORM, COMPLETE, EXECUTE AND RETURN A COPY WITH ALL DOCUMENTS http: // apps.irs.gov/ app /picklist /list /formsPublications.html; jsessionid=oe6S1Sxh2WJLCum- hAK000_ ?value= 8038 -G &criteria= formNumber �� EQUIPMENT SCHEDULE NO. 021 T EXHIBIT A TO LEASE NO. 00638 The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as February 8, 2001 (the "Agreement ") between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and Lessee hereby reaffirms each of its representations, warranties and covenants contained in the Agreement. Lessee warrants that no Non - Appropriation and no Event of Default, or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default, has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but not defined herein shall have the meanings assigned to them in the Agreement. EQUIPMENT GROUP The cost of the Equipment Group to be funded by Lessee under this Lease is $114,512.00 (the "Acquisition Cost "). The Equipment Group consists of the following Equipment which has been or shall be purchased from the Vendor(s) named below for the prices set forth below: Four (4) New Police Vehicles $28,628.00 each $114,512.00 AUTONATION — CHRYSLER DODGE JEEP RAM The Equipment Group is or will be located at the following address(es). Prior to relocation of the Equipment Group or any portion thereof during the Lease Term, Lessee will provide written notice to Lessor: 150 NORTH LAKESHORE DRIVE OCOEE, FL 34761 SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessor By: _ Name: Title: Date: Address: 300 East Joppa Road, Suite 700 Towson, MD 21286 Telephone: Facsimile: ATTEST: Beth Eikenberry, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this day of 20_ SHUFFIELD, LOWMAN & WILSON, P.A. By: Scott A. Cookson, City Attorney APPROVED: CITY OF OCOEE, FLORIDA DATE: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON 2013 UNDER AGENDA ITEM NO. 11/1612013 LES- BQ -ESR. DOC /revs /00 /lessor SunTrust Equipment Finance & Leasing Corp. INVOICE # Escrow Funded PO Box 79194 CUSTOMER # Baltimore, MD 21279 -0194 INVOICE DATE DUE DATE PAST DUE 0.00 CURRENT 9,762.16 DUE 9,762.16 TOTAL DUE 9,762.16 CUSTOMER NAME City of Ocoee, Florida ATTENTION: ACCOUNTS AYABLE ADDRESS Attn: Joyce Tolbert, Purchasing Agent 150 North Lakeshore Drive CITY STATE ZIP Ocoee, FL 34761 CONTRACT NUMBER DESCRIPTION Payment CONTRACT PAYMENT TAX AMOUNT 443 -40- 00638 -021 Capital Expenditure 9762.16 0.00 9,762.16 Thank you for doing business with SunTrust Equipment Finance & Leasing Corp. Direct inquiries to 866- 608 -3037 PLEASE TEAR HERE AND RETURN BOTTOM PORTION WITH YOU PAYMENT. RETAIN TO PORTION FOR YOUR RECORDS Wire instructions: SunTrust Equipment Finance & Leasing Corp ABA # 061000104 Acct # 201150263 CUSTOMER NAME City of Ocoee, Florida Please include Account name Attention: Accounts Payable and Account Number ADDRESS Attn: Joyce Tolbert, Purchasing Agent in wiring instructions 150 North Lakeshore Drive 0 Ocoee, FL 34761 REMIT TO Make Checks Payable to SunTrust Equipment Finance & Leasing Corp SunTrust Equipment Finance & Finance Corp PO Box 79194 Baltimore MD 21279 -0194 INVOICE # Escrow Funded CUSTOMER # 0 TOTAL DUE 9,762.16 DUE DATE AMOUNT REMITTED $ $ 9,762.16 Refernece: Account Name and Account Number on all Checks Page 1 Lease No.: 00638 Equipment Schedule: 021 ACCEPTANCE CERTIFICATE I, the undersigned, hereby certify that I am the duly qualified and acting officer of the Lessee identified below and, with respect to the above referenced Equipment Schedule and Lease, that: 1. The Equipment described below has been delivered and installed in accordance with Lessee's specifications, is in good working order and is fully operational and has been fully accepted by Lessee on or before the date indicated below: (4) Four New 2014 Police Vehicles 2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with Article VII of the Agreement; (b) Vendor invoice(s) and /or bill(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of payment thereof (evidence of official intent to reimburse such payment as required by the Code having been delivered separately by Lessee); and (c) financing statements executed by Lessee as debtor and /or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment which is subject to certificate of title laws. 3. Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule attached to the Equipment Schedule. Lessee has appropriated and /or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments required to be paid under the Lease during the current Fiscal Year of Lessee. Such moneys will be applied in payment of all such Rental Payments due and payable during such current Fiscal Year. Lessee anticipates that sufficient funds shall be available to make all Rental Payments due in subsequent Fiscal Years. 4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the payment by the Escrow Agent (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee in the event such invoice prices have been previously paid by Lessee. 5. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Lease) exists at the date hereof X 6. Final Acceptance Certificate. This Acceptance Certificate constitutes final acceptance of all of the Equipment identified in the Equipment Schedule described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to the Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligations under the Lease. [CHECK BOX IF APPLICABLE.] CITY OF OCOEE, FLORIDA, Lessee By: _ Name: Title: Date: 1 1 / 18/2013: LES- BQ -ESR. DOC /rev.5 /00 /lessor Lease Number: 00638 Schedule: 021 9444 ; , W*Equipment du PAYMENT SCHEDULE The Funding Date with respect to the above referenced Equipment Group shall be December 06, 2013. Lessor shall retain any interest or income accruing between the Funding Date and the date on which interest begins to accrue in accordance with the Payment Schedule more fully set forth below. The annual Interest rate applicable to the Equipment Group shall be 1.664 %. The first Rental Payment is due on December 06, 2013and subsequent payments are quarterly as set forth below. Payment Payment Payment Principal Interest Principal Prepayment Number Date Amount Component Component Balance Amount 1 12/6/13 9,762.16 9,762.16 0 104,749.84 105,797.34 2 3/6/14 9,762.16 9,326.19 435.97 95,423.65 96,377.89 3 6/6/14 9,762.16 9,365.01 397.15 86,058.64 86,919.23 4 9/6/14 9,762.16 9,403.98 358.18 76,654.66 77,421.21 5 12/6/14 9,762.16 9,443.12 319.04 67,211.53 67,883.65 6 3/6/15 9,762.16 9,482.43 279.73 57,729.11 58,306.40 7 6/6/15 9,762.16 9,521.89 240.27 48,207.22 48,689.29 8 9/6/15 9,762.16 9,561.52 200.64 38,645.70 39,032.16 9 12/6/15 9,762.16 9,601.32 160.84 29,044.38 29,334.82 10 3/6/16 9,762.16 9,641.28 120.88 19,403.10 19,597.13 11 6/6/16 9,762.16 9,681.40 80.76 9,721.70 9,818.92 12 9/6/16 9,762.16 9,721.70 40.46 0 0.00 Totals $117,145.92 $114,512.00 $2,633.92 *After payment of Rental Payment due on such date. APPROVED: ATTEST: Beth Eikenberry, City Clerk ((SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this day of 20_. SHUFFIELD, LOWMAN & WILSON, P.A. By Scott A. Cookson, City Attorney CITY OF OCOEE, FLORIDA DATE: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON 2013 UNDER AGENDA ITEM NO. 11/18/2013 LES- BQ -ESR. DOC /rev.5 /00/lessor EXHIBIT B -1 [Escrow] TAX AGREEMENT AND ARBITRAGE CERTIFICATE Lease Number: 00638 Equipment Schedule: 021 This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate ") is executed and delivered by CITY OF OCOEE, FLORIDA ( "Lessee ") in favor of SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and its successors and assigns ( "Lessor ") in connection with that certain Master Lease Agreement dated as of February 8, 2001 (the "Agreement ") and the Equipment Schedule referenced above (the "Equipment Schedule "), each by and between Lessor and Lessee. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. Section 1. In General 1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the financing of certain equipment (the "Equipment ") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the Agreement and Equipment Schedule (together with all related documents executed pursuant thereto and contemporaneously herewith, the "Financing Documents "). As described in the Financing Documents, Lessor shall apply $114,512.00 (the "Principal Amount ") toward the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing Documents, a copy of which has been delivered to Lessor. 1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment Schedule. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by SUNTRUST BANK, as escrow agent (the "Escrow Agent ") pending acquisition of the Equipment under the terms of that certain Escrow Agreement dated as of December 06, 2013, (the "Escrow Agreement "), by and between Lessor, Lessee and Escrow Agent. 1.4. Lessee will complete and timely file for each payment schedule issued under the Lease a Form 8038 -G (or, if the invoice price of the Equipment under such schedule is less than $100,000, a Form 8038 -GC) relating to such Lease with the Internal Revenue Service in accordance with Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code "). 1.5. Lessee has not issued, and reasonably anticipates that it and its subordinate entities, if any, will not issue, tax- exempt obligations (including the Lease) in the amount of more than $10,000,000 during the current calendar year. Lessee hereby designates the Lease as a "qualified tax - exempt obligation" within the meaning of Section 265(b)(3) of the Code and agrees that it and its subordinate entities, if any, will not designate more than $10,000,000 of their obligations as "qualified tax - exempt obligations" during the current calendar year. Section 2. Non- Arbitrase Certifications 2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the payment of the Rental Payments due under the Financing Documents or pledged as security therefore. 2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of financing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially the same claim to be paid out of substantially the same source of funds as, the Financing Documents. 2.3. Other than the Principal Amount held under the Escrow Agreement, Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment. 2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the yield realized by Lessor from Rental Payments received under the Financing Documents. As used in this certificate, the term "yield" means yield computed by the actuarial method using a 360 -day year and semi - annual compounding, resulting in a discount rate which, when used in computing the present worth of all payments of principal and interest to be paid on an obligation, produces an amount equal to the issue price, fair market value, present value or purchase price thereof, as applicable, and is determined in all respects in accordance with Section 148 of the Code. 2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the Equipment. 2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than 11/18/2013 LES- BQ- ESR.D0C /rev.5 /00 /1essor the final Payment Date under the Financing Documents. Section 3. Disbursement of Funds; Reimbursement to Lessee 3.1. It is contemplated that the entire Principal Amount deposited in escrow will be used to pay the acquisition cost of Equipment to the vendors or manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied. 3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following conditions have been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150 -2 (the "Declaration of Official Intent "), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the Declaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly chargeable to a capital account under general federal income tax principles; and (d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an artifice or device under Treasury Regulation § 1.148 -10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements. Section 4. Use and Investment of Funds; Temporary Period 4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to pay an amount equal to at least five percent (5 %) of the Principal Amount toward the costs of the Equipment. An obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of final acceptance of the Equipment. 4.2. An amount equal to at least eighty-five percent (85 %) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three -year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of four (4) years or more. 4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the Escrow Agreement to the Internal Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably expects to cause the Equipment to be acquired by June 06, 2015. (b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in accordance with Section 148(f) of the Code unless (i) the entire Principal Amount is expended on the Equipment by the date that is the six - month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the following schedule: At least fifteen percent (15 %) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent (60 %) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing Documents; and one hundred percent (100 %) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment prior to eighteen (18) months from the date of issuance of the Financing Documents. (c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond" under Section 141 of the Code; (iii) at least ninety-five percent (95 %) of the Principal Amount is used for the governmental activities of Lessee; and (iv) the aggregate principal amount of all tax - exempt obligations (including the Lease) issued by Lessee and its subordinate entities, if any, during the current calendar year is not reasonably expected to exceed $10,000,000. Accordingly, the rebate requirements of Section 148(f) of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above. Section 5. Escrow Account The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or manufacturer(s) of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents being treated as an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended (the "Code "), respectively. Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment. Section 6. No Private Use; No Consumer Loan 6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than 10% of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent (10 %) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be 11 /1 9/2013: LES- BQ -ESR. DOC /rev.5 /00 /lessor used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use. In addition, if both (A) more than five percent (5 %) of the Principal Amount is used as described above with respect to Private Business Use and (B) more than five percent (5 %) of the Principal Amount plus interest earned thereon is secured by Private Business Use property or payments as described above, then the excess over such five percent (5 %) (the "Excess Private Use Portion ") will be used for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use Portion is related. For purposes of this paragraph 6.1, "Private Business Use" means use of bond proceeds or bond financed- property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public. 6.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non- governmental entities or to any governmental agencies other than Lessee. Section 7. No Federal Guarantee 7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or instrumentality thereof. 7.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Section 8. Post - Issuance Compliance. 8.1 In the event an action takes place (or is anticipated to take place) that will cause the Equipment not to be used for qualified uses under Section 141 of the Code, Lessee will consult with bond counsel as soon as practicable about taking remedial action as described in Treasury Regulation Section 1.141 -12. Lessee will take all actions necessary to ensure that the "nonqualified bonds" (as defined in Treasury Regulation Section 1.141 -12) are properly remediated in accordance with the requirements of the Treasury Regulations. Lessee is familiar with the Internal Revenue Service's Voluntary Compliance Agreement Program pursuant to which issuers of tax- exempt debt may voluntarily resolve violations of the Code and applicable Treasury Regulations on behalf of the holders of such debt or themselves through closing agreements with the Internal Revenue Service, 8.2. Lessee will actively monitor the requirements of the Code and the Treasury Regulations (a) set forth in this certificate and confirm that such requirements are met no less than once per year; (b) related to the allocation and accounting of proceeds to capital projects and will maintain a list that specifies the allocation of proceeds of the Lease to the costs of the Equipment; (b) related to arbitrage limitations, including yield restriction, rebate requirements and the investment of gross proceeds of the Lease. The offices within Lessee that are currently responsible for such monitoring are the administration and accounting departments. Section 9. Miscellaneous 9.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 9.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings thereon for a period of five (5) years after payment in full under the Financing Documents. 9.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would materially change the expectations expressed herein. IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of December 06, 2013. 11/18/2013 LES- BQ- ESKDOC /rev 5/00 /lessor EXHIBIT B -1 [Escrow] Lease Number: 00638 Equipment Schedule: 021 TAX AGREEMENT AND ARBITRAGE CERTIFICATE SIGNATURE PAGE APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Beth Eikenberry, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this day of 1 20. SHUFFIELD, LOWMAN & WILSON, P.A. By: Scott A. Cookson, City Attorney DATE: APPROVED BY "THE OCOEE CITY COMMISSION AT A MEETING HELD ON 2013 UNDER AGENDA ITEM NO. 11/18/2013 LES- BQ- ESKDOC /rev 5/00 /1essor EXHIBIT C -1 [Escrow] e c4 fi 6,Ll Lease Number: 00638 Equipment Schedule: 021 At a duly called meeting of the governing body of Lessee held in accordance with all meeting laws, on the day of , the following resolution was intro able legal requirements, including open and adopted: RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A ASTER LEASE AGREEMENT, EQUIPMENT SCHEDULE NO. 021, AN ESCROW AGREEMENT, AND RELATED I TRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the governing body of CITY OF OCOEE, FLORIDA (" Lease ) desires to obtain certain equipment (the "Equipment ") described in Equipment Schedule No. 021 to the Master Lease Agreem t (collectively, the "Lease ") with between SUNTRUST EQUIPMENT FINANCE & LEASING CORP., "(Lessor ") and Less , the form of which has been available for review by the governing body of Lessee prior to this meeting; and WHEREAS, the Equipment is essential for Lessee to perform its gove mental functions; and Lessee has determined that it may lawfully pledge its full faith and credit and taxing powers to its obligations un r the Lease; and WHEREAS, the funds made available under the Lease will be eposited with SUNTRUST BANK ( "Escrow Agent ") pursuant to an Escrow Agreement between Lessor, Lessee and Escrow Agen (the "Escrow Agreement ") and will be applied to the acquisition of the Equipment in accordance with said Escrow Agreement; and WHEREAS, Lessee has satisfied the legal requirements, iAluding those relating to any applicable public bidding requirements, to arrange for the acquisition of the Equipment and the execution a96 delivery of the Lease and the Escrow Agreement; and WHEREAS, Lessee proposes to enter into the Lease )kith SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and the Escrow Agreement with Lessor and Escrow Agent substant' Ily in the forms presented to this meeting. NOW, THEREFORE, BE IT R/pproved. B THE GOVERNING BODY OF LESSEE AS FOLLOWS: Section 1 . It is hereby found a ed that the terms of the Lease and the Escrow Agreement (collectively, the "Financing Documents ") in substantially the nted to this meeting and incorporated in this resolution are in the best interests of Lessee for the acquisition of the Equipment. Section 2 . The Financing Docume acquisition and financing of the Equipment under the terms and conditions as described in the Financing Documents are hered. The Mayor of Lessee and any other officer of Lessee who shall have power to execute contracts on behalf of Lessee be, f them hereby is, authorized to execute, acknowledge and deliver the Financing Documents with any changes, insertions and therein as may be approved by the officers who execute the Financing Documents, such approval to be conclusively evid ced by such execution and delivery of the Financing Documents. The City Clerk of the Lessee and any other officer of Lessee who sh I have power to do so be, and each of them hereby is, authorized to affix the official seal of Lessee to the Financing Documents and att t the same. Section 3 . The proper offic s of Lessee be, and each of them hereby is, authorized and directed to execute and deliver any and all papers, instruments, opinions, cert' >cates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary or proper for carrying ou his resolution and the Financing Documents. Section 4 . Pursuant t Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code "), Lessee hereby specifically designates the Lease a "qualified tax - exempt obligation" for purposes of Section 265(b)(3) of the Code. Section 5 . This resol tion shall take effect immediately. 11/18/2013 LES- BQ- ESR.DOC /rev.5 /00 /lessor The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and further certifies that the Lease and Escrow Agreement executed on behalf of Lessee are the same as presented at such meeting of the governing body of Lessee, excepting only such changes, insertions and omissions as shall have been approved by the officers who executed the same. Date: ATTEST: Beth Eikenberry, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this day of , 20_. SHUFFIELD, LOWMAN & WILSON, P.A. By: Scott A. Cookson, City Attorney APPROVED: CITY OF OCOEE, FLORIDA DATE: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON 2013 UNDER AGENDA ITEM NO. 11/18/2013 LES- BQ -ESR. DOC /rev.5 /00 /lessor EXHIBIT D Lease No.: 00638 Equipment Schedule: 021 INCUMBENCY CERTIFICATE I do hereby certify that 1 am the duly elected or appointed and acting City Clerk of City of Ocoee, Florida, a political subdivision 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 officers of Lessee listed below have the authority on behalf of Lessee to execute and deliver the Master Lease Agreement dated as of February 08, 2001 between SUNTRUST EQUIPMENT FINANCE & LEASING CORP., and Lessee, all Equipment Schedules thereunder and all other documents, agreements and certificates contemplated by the foregoing; and (ii) the signatures set opposite the respective names and titles of such officers are their true and authentic signature. NAME S. Scott Vandergrift TITLE Mayor SIGNATURE IN WITNESS WHEREOF, I have duly executed this certificate as of this 0 FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this. day of 20_. SHUFFIELD, LOWMAN & WILSON, P.A. By Scott A. Cookson, City Attorney Name: Beth Eikenberry Title: City Clerk PHONE NUMBER day of 1 2013. APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON 2013 UNDER AGENDA ITEM NO. 11/18J2013 LES- BQ -ESR. DOC /rev. 5/00 /lessor Je & EXHIBIT E [LETTERHEAD OF LESSEE'S COUNSEL] DECEMBER 06, 2013 SUNTRUST EQUIPMENT FINANCE & LEASING CORP. 300 East Joppa Road, Suite 700 Towson, MD 21386 Re: Master Lease Agreement dated as of February 8, 2001 (the "Agreement ") by and between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ( "Lessor ") and CITY OF OCOEE, FLORIDA ( "Lessee ") Ladies and Gentlemen: We have acted as counsel to Lessee with respect to the above - referenced Agreement and related matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreement and Equipment Schedule No. 01 executed pursuant thereto (together with the Agreement, the "Lease ") and the Escrow Agreement dated as of December 06, 2013 between Lessor, Lessee and SunTrust nk, as escrow Agent (the "Escrow Agreement," and together with the Lease, the "Financing Documents "). The terms capitalized in this opinion but not defined herein shall have the meanings assigned to them in the Lease. Based upon the examination of these and such other documents as we have deemed relevant, it is our opinion that: 1. Lessee is a political subdivision of the State of Florida (the "State ") within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended, and is duly organized, existing and operating under the Constitution and laws of the State. 2. Lessee is authorized and has the power under applicable law to enter into the Financing Documents, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Financing Documents have been duly authorized, executed and delivered by and on behalf of Lessee, and are legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. 4. The authorization and execution of the Financing Documents and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable open meeting, public records, public bidding and all other laws, rules and regulations of the State. 5. The execution of the Lease and the obligation to pay the Rental Payments coming due thereunder do not and will not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. 6. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body that challenges the organization or existence of Lessee, the authority of Lessee or its officers or its employees to enter into the Financing Documents, the proper authorization and /or execution of the Financing Documents or the documents contemplated thereby, the obligation of Lessee to make Rental Payments under the Lease, or the ability of Lessee otherwise to perform its obligations under the Financing Documents and the transactions contemplated thereby. To the best of our knowledge, no such litigation, action, suit or proceeding is threatened. The Equipment is personal property, and when used by Lessee will not be or become fixtures under the laws of the State. 8. Resolution No. of the governing body of Lessee was duly and validly adopted by such governing body on and such resolution has not been amended, modified, supplemented or repealed and remains in full force and effect. This opinion may be relied upon by the addressee hereof and its successors and assignees of interests in the Lease, but only with regard to matters specifically set forth herein. Very truly yours, (type name and title under signature) 11/18/2013 ALES- BQ -ESR. DOC /rev.5 /00 /lessor EXHIBIT F Lease No.: Shown on Schedule I Equipment Schedule: Shown on Schedule I SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ESCROW AGREEMENT This ESCROW AGREEMENT, made and entered into as of the Date shown on Schedule I, by and among SUNTRUST EQUIPMENT FINANCE & LEASING CORP., a Virginia corporation ( "Lessor "), the lessee named on Schedule I, which is a political subdivision or public body politic and corporate of the State or Commonwealth shown on Schedule I ( "Lessee "), and SUNTRUST BANK, a Georgia banking corporation, as Escrow Agent ( "Escrow Agent "). In consideration of the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I. DEFINITIONS AND RECITALS Section I.I. Definitions. The terms defined in this Section 1.1 shall, for all purposes of this Escrow Agreement, have the meanings specified below or on Schedule I. "Acquisition Costs" means, with respect to the Equipment, the contract price paid or to be paid to the person entitled to such payment upon acquisition or delivery of any portion of the Equipment in accordance with the purchase order or contract therefore. Acquisition Costs may include the administrative, engineering, legal, financial and other costs incurred by Lessee in connection with the acquisition, delivery and financing of the Equipment, if approved by Lessor. "Equipment" means the personal property described in the Acceptance Certificate executed pursuant to the Lease, together with any and all modifications, additions and alterations thereto, to be acquired from the moneys held in the Equipment Acquisition Fund. "Equipment Acquisition Fund" means the account by that name established and held by Escrow Agent pursuant to Article II of this Escrow Agreement. "Escrow Agent Fee" has the meaning set forth in Section 6.1 and the amount of such Escrow Agent Fee is shown on Schedule I. "Escrow Agreement" means this Escrow Agreement and any duly authorized and executed amendment or supplement hereto. "Initial Deposit Amount" means the amount shown as the Initial Deposit Amount on Schedule I. "Lease" means the Master Lease, together with the Equipment Schedule identified on Schedule I, by and between Lessee and Lessor, and any duly authorized and executed amendment or supplement thereto. "Master Lease" means the Master Lease Agreement, dated as of the date shown on Schedule I, by and between Lessee and Lessor, including any Equipment Schedules entered into there under and any duly authorized and executed amendment or supplement thereto. "Payment Request Form" means the document substantially in the form attached hereto as Exhibit A to be executed by Lessee and Lessor and submitted to Escrow Agent to authorize payment of Acquisition Costs. "Qualified Investments" means the ST Leasing — Corp Agency NOW Account, a SunTrust Deposit Account for Escrow customers of SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and SunTrust Bank. By signing this Escrow Agreement, Lessee acknowledges that such Qualified Investment is a permitted investment under any state, county or municipal law applicable to the investment of Lessee's funds. 11118/2013 LES- BQ -ESR. DOC /rev, 5/00 /lessor ARTICLE II. APPOINTMENT OF ESCROW AGENT; AUTHORITY Section 2.1. Appointment of Escrow Agent Lessor and Lessee hereby appoint and employ Escrow Agent to receive, hold, invest and disburse the moneys to be paid to Escrow Agent pursuant to this Escrow Agreement and to perform certain other functions, all as hereinafter provided. By executing and delivering this Escrow Agreement, Escrow Agent accepts the duties and obligations of Escrow Agent hereunder. Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and no additional duties or obligations shall be implied hereunder. In performing its duties under this Escrow Agreement, or upon the claimed failure to perform any of its duties hereunder, Escrow Agent shall not be liable to anyone for any damages, losses or expenses which may be incurred as a result of Escrow Agent so acting or failing to so act; provided, however, Escrow Agent shall not be relieved from liability for damages arising out of its proven gross negligence or willful misconduct under this Escrow Agreement. Escrow Agent shall in no event incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of legal counsel, which may be counsel to any party hereto, given with respect to any question relating to the duties and responsibilities of Escrow Agent hereunder or (ii) any action taken or omitted to be taken in reliance upon any instrument delivered to Escrow Agent and believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall not be bound in any way by any agreement or contract between Lessor and Lessee, including the Master Lease, whether or not Escrow Agent has knowledge of any such agreement or contract. Section 2.2. Authority Each of the parties has authority to enter into this Escrow Agreement, and has taken all actions necessary to authorize the execution of this Escrow Agreement by the representatives whose signatures are affixed hereto. ARTICLE III. EQUIPMENT ACQUISITION FUND Section 3.1. Equipment Acquisition Fund Escrow Agent shall establish a special escrow account designated as the "Equipment Acquisition Fund" (the "Equipment Acquisition Fund "), shall keep such Equipment Acquisition Fund separate and apart from all other funds and moneys held by it and shall administer such Equipment Acquisition Fund as provided in this Escrow Agreement. Section 3.2. Deposit Upon execution of the Lease and delivery to Lessor by Lessee of all documents required to be delivered thereunder, Lessor shall deposit or cause to be deposited with Escrow Agent an amount equal to the Initial Deposit Amount. Escrow Agent shall credit such amount to the Equipment Acquisition Fund. The Initial Deposit Amount is to be sent by Lessor to Escrow Agent by wire transfer to: SunTrust Bank, ABA# 061000104, Account# 9443001321, Account Name: Escrow Services Richmond, Beneficiary as shown on Schedule 1, Attention: Matthew Ward. Section 3.3. Disbursements Escrow Agent shall use the moneys in the Equipment Acquisition Fund from time to time to pay the Acquisition Cost of each item of Equipment, within a reasonable time of receipt with respect thereto of a Payment Request Form executed by Lessor and Lessee. Upon receipt of a Payment Request Form executed by Lessor and Lessee, an amount equal to the Acquisition Cost as shown therein shall be paid directly by Escrow Agent to the person or entity entitled to payment as specified therein. Although the Payment Request Form may have schedules, invoices and other supporting document attached to it, Lessor will send to Escrow Agent only the page or pages showing the signatures of Lessor and Lessee, the Acquisition Cost and related payment information, without such schedules, invoices or other supporting documentation. Escrow Agent may act and rely upon the signed Payment Request Form without the need to review or verify any such schedules, invoices or other supporting documentation. Section 3.4. Transfers Upon Completion Unless all of the funds deposited by Lessor in the Equipment Acquisition Fund have been previously disbursed pursuant to Section 3.3 or paid to Lessor pursuant to Section 3.5, on the Ending Date shown on Schedule I, Escrow Agent shall pay upon written direction all remaining moneys in the Equipment Acquisition Fund to Lessor or its assignee for application as a prepayment of the unpaid Principal under the related Lease. Any amounts paid pursuant to this Section 3.4 shall be subject to a prepayment fee equal to two percent (2 %) of such amount. Lessor shall apply amounts received under this Section 3.4 first to unpaid fees, late charges and collection costs, if any, which have accrued or been incurred under the Master Lease, then to overdue Principal and Interest on the Lease and then, in the sole discretion of Lessor, either (i) to Principal payments thereafter due under the Lease in the inverse order of their maturities or (ii) proportionately to each Principal payment thereafter due under the Lease. In the event that Lessor elects to apply any such amounts in accordance with clause (i) of the preceding sentence, Lessee shall continue to make Rental Payments as scheduled in the applicable Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause (ii) of this Section 3.4, Lessor shall provide Lessee with a revised Payment Schedule which shall reflect the revised Principal balance and reduced Rental Payments due under the Lease. Capitalized terms used in this Section 3.4, but not defined herein, shall have the meanings given to such terms in the Lease. Escrow Agent shall have no responsibility to see to the appropriate application of any moneys returned under this Section 3.4. 11/18/2013 LES- BQ -ESR. DOC /r- 5 /00 /1essor Section 3.5. Liquidation Upon receipt of written notice from Lessor or Lessee that the Lease has been terminated pursuant to Sections 3.2 or 12.2 thereof, Escrow Agent shall liquidate all investments held in the Equipment Acquisition Fund and transfer the proceeds thereof and all other moneys held in the Equipment Acquisition Fund to Lessor. Section 3.6. Responsible Party. Lessee shall be responsible for the initiation of the disbursement process pursuant to Section 3.3 hereof. Neither Escrow Agent nor Lessor shall be responsible for any additional monies assessed to Lessee resulting from disbursements made from the Equipment Acquisition Fund. ARTICLE IV. TRUST; INVESTMENT Section 4.1. Irrevocable Trust The moneys and investments held by Escrow Agent under this Escrow Agreement are irrevocably held in trust for the benefit of Lessor and Lessee, and such moneys, together with any income or interest earned, shall be expended only as provided in this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either Lessor or Lessee (other than Lessor's security interest granted hereunder). Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Equipment Acquisition Fund or any part of the Equipment Acquisition Fund or to file any financing statement under the Uniform Commercial Code of any jurisdiction with respect to the Equipment Acquisition Fund or any part thereof. Section 4.2. Investment Moneys held by Escrow Agent hereunder shall be invested and reinvested by Escrow Agent only in Qualified Investments. Such investments shall be registered in the name of Escrow Agent and held by Escrow Agent for the benefit of Lessor and Lessee. Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Article IV. Such investments and re- investments shall be made giving full consideration for the time at which funds are required to be available. Any income received on such investments shall be credited to the Equipment Acquisition Fund and any loss on such investments shall be charged to the Equipment Acquisition Fund. Escrow Agent shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it in accordance with this Article IV. Section 4.3. Disposition of Investments Escrow Agent shall, without further direction from Lessor or Lessee, sell such investments as and when required to make any payment from the Equipment Acquisition Fund. Section 4.4. Accounting Escrow Agent shall keep complete and accurate records of all moneys received and disbursed under this Escrow Agreement which shall be available for inspection by Lessor or Lessee, or the agent of either of them, at any time during regular business hours upon prior written request. Escrow Agent shall furnish to Lessor and Lessee no less than quarterly an accounting of all investments and interest and income there from. Section 4.5. Termination This Escrow Agreement shall terminate upon disbursement by Escrow Agent of all moneys held by it hereunder. Notwithstanding the foregoing, this Escrow Agreement shall not be considered to be terminated until all fees, costs and expenses of Escrow Agent have been paid in full. Upon termination, Escrow Agent shall be discharged from all duties and responsibilities under this Escrow Agreement. ARTICLE V. ESCROW AGENT'S AUTHORITY; INDEMNIFICATION Section 5.1. Validity Escrow Agent may act upon any writing or instrument or signature which it believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so, and Escrow Agent shall be under no duty to make any investigation or inquiry as to any of the foregoing. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person executing the same. Escrow Agent shall be entitled to rely upon any statement, certificate, document or instrument presented to it by or on behalf of Lessee by any of Lessee's Authorized Representatives shown on Schedule I and shall be entitled to rely upon any such statement, certificate, document or instrument presented to it by any other person who identifies himself or herself as an authorized representative of Lessee. Section 5.2. Use of Counsel and Agents Escrow Agent may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers. Escrow Agent shall be entitled to advice of counsel concerning all matters of 11/18/2013 LES- BQ -ESR. DOC /rev.5 /00 /lessor trust and its duties hereunder and shall be paid or reimbursed the reasonable fees and expenses of such counsel, as provided in Section 6.1. Escrow Agent shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care. Section 5.3. Interpretation As an additional consideration for and as an inducement for Escrow Agent to act hereunder, it is understood and agreed that, in the event of any disagreement between the parties to this Escrow Agreement or among them or any other persons resulting in adverse claims and demands being made in connection with or for any money or other property involved in or affected by this Escrow Agreement, Escrow Agent shall be entitled, at the option of Escrow Agent, to refuse to comply with the demands of such parties, or any of such parties, so long as such disagreement shall continue. In such event, Escrow Agent shall make no delivery or other disposition of the Equipment Acquisition Fund or any part of the Equipment Acquisition Fund. Anything herein to the contrary notwithstanding, Escrow Agent shall not be or become liable to such parties or any of them for the failure of Escrow Agent to comply with the conflicting or adverse demands of such parties or any of such parties. Escrow Agent shall be entitled to continue to refrain and refuse to deliver or otherwise dispose of the Equipment Acquisition Fund or any part thereof or to otherwise act hereunder, as stated above, unless and until: 1. the rights of such parties have been finally settled by binding arbitration or duly adjudicated in a court having jurisdiction of the parties and the Equipment Acquisition Fund; or 2. the parties have reached an agreement resolving their differences and have notified Escrow Agent in writing of such agreement and have provided Escrow Agent with indemnity satisfactory to Escrow Agent against any liability, claims or damages resulting from compliance by Escrow Agent with such agreement. In the event of a disagreement between such parties as described above, Escrow Agent shall have the right, in addition to the rights described above and at the option of Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all money and property comprising the Equipment Acquisition Fund and may take such other legal action as may be appropriate or necessary, in the opinion of Escrow Agent. Upon such tender, the parties hereto agree that Escrow Agent shall be discharged from all further duties and responsibilities under this Escrow Agreement; provided, however, that the filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing and discharge of Escrow Agent of its duties and responsibilities hereunder. The parties hereto jointly and severally agree that, whether under this Section 5.3 or any other provisions of this Escrow Agreement, in the event any controversy arises under or in connection with this Escrow Agreement or the Equipment Acquisition Fund or in the event that Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Equipment Acquisition Fund, to pay to Escrow Agent reasonable additional compensation for its extraordinary services and to reimburse Escrow Agent for all costs and expenses associated with such controversy or litigation, including reasonable attorney's fees. Section 5.4. Limited Liability of Escrow Agent. Escrow Agent shall not be liable in connection with the performance or observation of its duties or obligations hereunder except for in the case of its proven gross negligence or willful misconduct. Escrow Agent shall have no obligation or liability to any of the other parties under this Escrow Agreement for the failure or refusal of any other party to perform any covenant or agreement made by such party hereunder or under the Master Lease, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Escrow Agent hereunder. Section 5.5. Indemnification Escrow Agent shall have no obligation to take any legal action in connection with this Escrow Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which would or might involve it in any cost, expense, loss or liability unless security and indemnity, as provided in this Section 5.5, shall be furnished. To the extent permitted by applicable law, Lessee agrees to indemnify Escrow Agent and it officers, directors, employees and agents and save Escrow Agent and its officers, directors, employees and agents harmless from and against any and all Claims (as hereinafter defined) and Losses (as hereinafter defined) which may be incurred by Escrow Agent or any of such officers, directors, employees or agents as a result of Claims asserted against Escrow Agent or any of such officers, directors, employees or agents as a result of or in connection with Escrow Agent's capacity as such under this Escrow Agreement by any person or entity. For the purposes hereof, the term "Claims" shall mean all claims, lawsuits, causes of action or other legal actions and proceedings of whatever nature brought against (whether by way of direct action, counterclaim, cross action or impleader) Escrow Agent or any such officer, director, employee or agent, even if groundless, false or fraudulent, so long as the claim, lawsuit, cause of action or other legal action or proceeding is alleged or determined, directly or indirectly, to arise out of, result from, relate to or be based upon, in whole or in part: (a) the acts or omissions of Lessor or Lessee, (b) the appointment of Escrow Agent as escrow agent under this Escrow Agreement, or I I / 18/2013: LES -HQ -ES R. DOC /revs /00 /lessor (c) the performance by Escrow Agent of its powers and duties under this Escrow Agreement; and the term "Losses" shall mean losses, costs, damages, expenses, judgments and liabilities of whatever nature (including but not limited to attorneys', accountants' and other professionals' fees, litigation and court costs and expenses and amounts paid in settlement), directly or indirectly resulting from, arising out of or relating to one or more Claims. Upon the written request of Escrow Agent or any such officer, director, employee or agent (each referred to hereinafter as an "Indemnified Party "), and to the extent permitted by law, Lessee agrees to assume the investigation and defense of any Claim, including the employment of counsel acceptable to the applicable Indemnified Party and the payment of all expenses related thereto and, notwithstanding any such assumption, the Indemnified Party shall have the right, and Lessee agrees to pay the cost and expense thereof, to employ separate counsel with respect to any such Claim and participate in the investigation and defense thereof in the event that such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party which are different from or additional to those available to either Lessor or Lessee. Lessee hereby agrees that the indemnifications and protections afforded Escrow Agent in this Section 5.5 shall survive the termination of this Escrow Agreement. ARTICLE VI. COMPENSATION Section 6.1. Escrow Agent Fee Escrow Agent shall be paid by Lessee the Escrow Agent Fee shown on Schedule I for the ordinary services to be rendered hereunder (the "Escrow Agent Fee "), and will be paid and/or reimbursed by Lessee upon request for all costs, expenses, disbursements and advances, such as reasonable attorney's fees and court costs, incurred or made by Escrow Agent in connection with carrying out its duties hereunder, including the costs, expenses, disbursements and advances described in Sections 5.2, 5.3 and 6.2. The Escrow Agent Fee and such other costs, expenses, disbursements and advances shall be payable from the interest earnings from the Equipment Acquisition Fund. In the event a shortfall occurs, said shortfall shall be the responsibility of Lessee and not the responsibility of Escrow Agent, Lessor, or their agents or assigns. Such shortfall shall be paid by Lessee to Escrow Agent within 30 days following receipt by Lessee of a written statement setting forth such shortfall. Section 6.2. Investment Fees Escrow Agent shall be entitled to charge reasonable fees and commissions in connection with the investment by it of amounts held in the Equipment Acquisition Fund (the "Investment Fees "). Lessor and Lessee hereby authorize Escrow Agent to periodically deduct the Investment Fees from investment earnings on the Equipment Acquisition Fund. Section 6.3. Security for Fees and Expenses As security for all fees and expenses of Escrow Agent hereunder and any and all losses, claims, damages, liabilities and expenses incurred by Escrow Agent in connection with its acceptance of appointment hereunder or with the performance of its obligations under this Escrow Agreement and to secure the obligation of Lessee to indemnify Escrow Agent as set forth in Section 5.5, Escrow Agent is hereby granted a security interest in and a lien upon the Equipment Acquisition Fund, which security interest and lien shall be prior to all other security interests, liens or claims against the Equipment Acquisition Fund or any part thereof. ARTICLE VII. CHANGE OF ESCROW AGENT Section 7.1. Removal of Escrow Agent Lessor and Lessee, by written agreement, may by written request, at any time and for any reason, remove Escrow Agent and any successor thereto, and shall thereupon appoint a successor or successors thereto, but any such successor shall have capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and be subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to statute or the requirements of any federal or state supervising or examining authority, then for the purposes of this Section 7. 1, the combined capital and surplus of such bank or trust company may be conclusively established in its most recent report of condition so published. Section 7.2. Resignation of Escrow Agent Escrow Agent may resign at any time from it obligations under this Escrow Agreement by providing written notice to the parties hereto. Such resignation shall be effective on the date set forth in such written notice which shall be no earlier than 30 days after such written notice has been given, unless an earlier resignation date and the appointment of a successor Escrow Agent shall have been approved by Lessor and Lessee. In the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective, Escrow Agent shall be entitled to tender into the custody of a court of competent jurisdiction all assets then held by it hereunder and shall thereupon be relieved of all further duties and obligations under this Escrow Agreement, Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. Section 7.3. Merger or Consolidation Any entity into which Escrow Agent may be merged or converted, or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which it shall be a party, or any company to which Escrow Agent may sell or transfer all or substantially all of its corporate trust business (provided that such company shall be eligible under Section 7.1) shall be the successor to Escrow Agent without any execution or filing or further act. 11/18/2013 LES- BQ- ESKDOC /rev.5 /00 /lessor ARTICLE VIII. ADMINISTRATIVE PROVISIONS. Section 8.1. Notice All written notices to be given under this Escrow Agreement shall be given by mail, by facsimile or by overnight courier to the party entitled thereto at its contact information specified on Schedule I, or at such contact information as the party may provide to the other parties hereto in writing from time to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified form, with postage fully prepaid, or if given by other means, when delivered at the address or facsimile number specified in Schedule I. Any notice given by any party shall be given to both other parties. Section 8.2. Assignment. Except as expressly herein provided to the contrary, the rights and duties of each of the parties under this Escrow Agreement shall not be assignable to any person or entity without the written consent of all of the other parties. Notwithstanding the above, Lessor may freely assign all or any part of its interest in this Escrow Agreement and the Equipment Acquisition Fund in connection with an assignment by Lessor of its rights under the Lease. Section 8.3. Binding Effect This Escrow Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Section 8.4. Severability In the event any provision of this Escrow 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 8.5. Entire Agreement; Amendments This Escrow Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and representations, express or implied. By execution of this Escrow Agreement, Escrow Agent shall not be deemed or considered to be a party to any other document, including the Master Lease. This Escrow Agreement may be amended, supplemented or modified only by written documents duly authorized, executed and delivered by each of the parties hereto. Section 8.6. Captions The captions or headings in this Escrow Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions, Articles, Sections or clauses hereof. Section 8.7. Further Assurances and Corrective Instruments Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be necessary or proper to cant' out the intention or to facilitate the performance of the parties under this Escrow Agreement, and for better assuring and confirming the rights and benefits provided herein. Section 8.8. Governing Law This Escrow Agreement shall be construed and governed in accordance with the laws of the Commonwealth of Virginia. Section 8.9. Execution in Counterparts This Escrow Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same Escrow Agreement. Section 8.10. Waiver of Jury Trial Lessor, Lessee and Escrow Agent hereby waive any right to trial by jury in any action or proceeding with respect to, in connection with or arising out of this Escrow Agreement. Section 8.11. No Tax Reporting Escrow Agent will not be responsible for tax reporting of any income on the Equipment Acquisition Fund. [SIGNATURE PAGES FOLLOW] [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 11/18/2013 LES- BQ -ESR. DOC /rev.5 /00 /lessor 1 9ORTOallA' AT14l3OINOIMaly IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the Date of Escrow Agreement shown on Schedule I. SUNTRUST BANK, Escrow Agent By: Name: Title: ATTEST: Beth Eikenberry, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this _ day of 1 20. SHUFFIELD, LOWMAN & WILSON, P.A. By: Scott A. Cookson, City Attorney Schedule I Information to Complete Escrow Agreement Exhibit A Payment Request Form SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessor By: Name: Title: APPROVED: CITY OF OCOEE, FLORIDA DATE: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON , 2013 UNDER AGENDA ITEM NO. 11/18/2013 LES- BQ- ESR,DOC /rev.5 /00 /lessor Attention: S. Scott Vanderfrift, Mayor Lessee's Telephone: 407/905 -3100 ext. 1516 Lessee's Facsimile: 407/905 -3194 Lessee's Taxpayer Identification Number: 59- 6021764 Lessee's Authorized Representatives S. Scott Vander rid ft, Mayor [name /title] Escrow Agent's Address: SCHEDULEI INFORMATION TO COMPLETE ESCROW AGREEMENT Lease Number: 00638 Equipment Schedule: 021 Date of Escrow Agreement: December 06, 2013 Name of Lessee: City of Ocoee, Florida Lessee's State / Commonwealth: Florida Escrow Agent Fee: $250.00 (Escrow Agent) Investment Fees, if any, are more fully defined on the attached prospectus, if any Extension and other fees may be applicable if not disbursed by Ending Date. Initial Deposit Amount: $114,512.00 Date of Master Lease Agreement: February 8, 2001 Beneficiary Name for Fund: City of Ocoee, Florida Ending Date: June 06, 2015 Lessee's Address: 150 North Lakeshore Drive Ocoee, FL 34761 Attention: S. Scott Vanderfrift, Mayor Lessee's Telephone: 407/905 -3100 ext. 1516 Lessee's Facsimile: 407/905 -3194 Lessee's Taxpayer Identification Number: 59- 6021764 Lessee's Authorized Representatives S. Scott Vander rid ft, Mayor [name /title] Escrow Agent's Address: SunTrust Bank 919 East Main Street, 7` Floor Richmond, VA 23219 Attention: Matt Ward Escrow Agent's Telephone: (804) 782 -7182 Escrow Agent's Facsimile: (804) 782 -7855 Lessor's Address: SUNTRUST EQUIPMENT FINANCE & LEASING CORP. 300 East Joppa Road, 7` Floor Towson, MD 21286 Attention: Escrow Disbursement Coordinator Lessor's Telephone: (410) 307 -6686 Lessor's Facsimile: (410) 307 -6665 Lessor's Taxpayer Identification Number: 26- 1256148 [signature] [signature] 11/18/2013 LES- BQ -ESR, DOC /w 5/00 /lessor Lease Number: 00638 Equipment Schedule: 021 EXHIBIT A PAYMENT REQUEST FORM NO. SUNTRUST BANK, as Escrow Agent under an Escrow Agreement dated as of December 06, 2013 (the "Escrow Agreement ") by and among Escrow Agent, SUNTRUST EQUIPMENT FINANCE & LEASING CORP., as Lessor, and , CITY OF OCOEE, FLORIDA as Lessee, is hereby requested to pay, from the Equipment Acquisition Fund, to the person or entity designated below as payee, that amount set forth opposite each such name, in payment of the Acquisition Costs of the Equipment designated opposite such payee's name and described on the attached page(s). The terms capitalized in this Payment Request Form but not defined herein shall have the meanings assigned to them in the Escrow Agreement. Payee Amount Equipment Lessee hereby certifies that: 1. Attached hereto is a duplicate original or certified copy of the following documents relating to the order, delivery and acceptance of the Equipment described in this Payment Request Form: (a) a manufacturer's or dealer's invoice; and (b) unless this Payment Request Form relates to partial payment of a Vendor, as defined in the Lease, in connection with a purchase order approved by Lessor, Lessee's Acceptance Certificate relating to the Equipment. 2. The representations and warranties contained in the Lease are true and correct as of the date hereof. 3. No Non - Appropriation or Event of Default, as each such term is defined in the Lease, or event which with the giving of notice or passage of time or both would constitute an Event of Default, has occurred. Dated: 20_. CITY OF OCOEE, FLORIDA, SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessee Lessor By Name: Title: Date: By Name: Title: Date: 1 1 / 1 8/2017: LES- BQ -ESR. DOC /rev.5 /00 /lessor EXHIBIT G -1 Lease No.: 00638 Equipment Schedule: 021 TO: Newman Crane & Associates Insurance, Inc. P.O. Box 568946, Orlando, FI 32856 Phone: 407/859 -3691, Fax 407/857 -0409 Gentlemen: CITY OF OCOEE, FLORIDA has entered into a Master Lease Agreement dated as of February 8, 2001 with SUNTRUST EQUIPMENT FINANCE & LEASING CORP. In accordance with the Agreement, Lessee certifies that it has instructed the insurance agent named above 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 SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and/or its assigns as Loss Payee. The Coverage required is $114,512.00 Public Liability Insurance evidenced by a Certificate of Insurance naming SUNTRUST EQUIPMENT FINANCE & LEASING CORP, and/or its assigns as Additional Insured. The following minimum coverage is required: $114,512.00 Liability: $ 500,000.00 per person Liability - Bodily Injury: $1,000,000.00 aggregate Liability - Property Damage: $1,000,000.00 property damage liability PROPERTY_ (4) Four New 2014 Police Vehicles LOCATION: 150 NORTH LAKESHORE DRIVE, OCOEE, FL 34761 Upon issuance of the coverage outlined above, please mail a certificate of insurance to SUNTRUST EQUIPMENT FINANCE & LEASING CORP., 300 E. Joppa Road; Suite 700; Towson, MD 21286. Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated. Very truly yours, ATTEST: Beth Eikenberry, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this day of 20_. SHUFFIELD, LOWMAN & WILSON, P.A. By: Scott A. Cookson, City Attorney APPROVED: CITY OF OCOEE, FLORIDA DATE APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON 2013 UNDER AGENDA ITEM NO. 11/18/2013 LES- BQ -ESR. DOC /rev.5 /00 /lessor EXHIBIT G -2 Lease Number: 00638 Equipment Schedule: 021 QUESTIONNAIRE FOR SELF - INSURANCE TO MASTER LEASE AGREEMENT In connection with the Master Lease Agreement (the "Agreement "), dated as of February 8, 2001, made and entered into by and between SUNTRUST EQUIPMENT FINANCE & LEASING CORP., as Lessor ( "Lessor "), and the lessee identified below, as Lessee (the "Lessee "), Lessee warrants and represents to Lessor the following information. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. 1. Property Insurance. a. Lessee is self - insured for damage or destru the Equipment. YES NO (circle one) If yes, the dollar amount limit for prope da ge to the Equipment under Lessee's self - insurance program is $ b. Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self - insurance limits for property damage to the Equipment as indicated above. YES NO (circle one) If yes, the umbrella policy provides coverage for all risk property damage. YES NO (circle one) If yes, the dollar limit for property damage to the Equipment under such umbrella policy is $ 2. Liability Insurance a. Lessee is self - insured for liability for injury or death of any person or damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes, the dollar limit for such liability claims under Lessee's self - insurance program is $ b. Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self - insurance limits for liability including injury or death of persons or damage to property as indicated above. YES NO (circle one) If yes, the umbrella policy provides coverage for liabilities for injury and death to persons as well as damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes, the dollar amount of the umbrella policy's limits for such liability coverage is $ 3A. Self Insurance Fund a. Lessee maintains a self - insurance fund. YES NO (circle one) If yes, please complete the following: Monies in the self - insurance fund are subject to annual appropriation. YES NO (circle one) The total amount maintained in the self - insurance fund to cover Lessee's self - insurance liabilities is $ b. Amounts paid from Lessee's self - insurance fund are subject to limitations for each claim. YES NO (circle one) If yes, the dollar amount of limit per claim is $ 11/18/2017 LES- BQ- ESR.DOC /rev.5 /00 /lessor 3B. No Self Insurance Fund a. If Lessee does not maintain a self - insurance fund, please complete the following: Lessee obtains funds to pay claims for which it has self - insured from the following sources: b. The limitations on the amounts payable for claims from the above sources are as follows: 4. Authority a. The following entity or officer has authority to authorize payment for claim: b. In the event the entity or officer named in the prior response denies payment of a claim, does the claimant have recourse to another administrative officer, agency or the courts? YES NO (circle one) If yes, to whom does the claimant have recourse? 5. Certificates ofInsurance Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee. IN WITNESS WHEREOF, Lessee has caused this Questionnaire to be executed as a supplement to the representations of Lessee in the Agreement by its duly authorized officer. APPROVED: ATTEST: Beth Eikenberry, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this day of 1 20. SHUFFIELD, LOWMAN & WILSON, P.A. QI Scott A. Cookson, City Attorney Attachment CITY OF OCOEE, FLORIDA DATE: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON 2013 UNDER AGENDA ITEM NO. 11/18/2013 LES-BQ-ESR. DOC /rev. 5/00 /lessor SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ADDENDUM TO EQUIPMENT SCHEDULE NO. 021 TO MASTER LEASE AGREEMENT (LEASE NO. 00638) RELATING TO SELF - INSURANCE THIS ADDENDUM is made as of December 06, 2013, between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ( "Lessor ") and CITY OF OCOEE, FLORIDA ( "Lessee "). Recitals A. Lessor and Lessee have entered into a Master Lease Agreement dated as of February 8, 2 M (the "Agreement "). B. Lessee desires to lease equipment described in Equipment Schedule No.021 to th Agreement (the "Equipment ") and Lessee has requested that Lessor lease such Equipment to Lessee. C. With respect to Equipment Schedule No.021, Lessee has requested that Less permit it to provide self - insurance for liability claims and property damage. D. Lessor is willing to grant Lessee's request subject to the following NOW, THEREFORE, in consideration of the premises and mutual hereby agreed as follows: conditions. and agreements contained herein and in the Agreement, it is 1. The terms capitalized in this Addendum but not defir/d herein shall have the meanings assigned to them in the Agreement. 2. Lessee hereby represents and warrants that all r resentations and warranties contained in the Agreement are true and correct as of the date hereof and that neither a Non- Appropriatio or any Event of Default or event which, with the passage of time or giving of notice or both, would constitute an Event of Default has ccurred under the Agreement. 3. All other terms and co/nh the reement not specifically amended by this Addendum shall remain in full force and affect and are hereby ratified and coLe ee. 4. Lessee represents and t all representations and warranties contained in the Questionnaire for Self- Insurance to Master Lease Agreement (the " Ques are true and correct as of the date hereof. 5. Lessor acknowledges re Questionnaire and, in reliance upon the information provided therein, agrees that Lessee may satisfy the requirements of Sethrough 7.3 of the Agreement with respect to Equipment Schedule No.021 through self - insurance. 6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No.021 to accept self - insurance in lieu of the insurance required by Section 7.1 through 7.3 of the Agreement at any time during the related Lease Term when Lessor deems itself insecure with respect to such self - insurance. Within thirty (30) days of receipt of notice from Lessor, Lessee agrees to obtain insurance in compliance with Section 7.1, 7.2 and 7.3 of the Agreement and provide evidence thereof to Lessor. IN WITNESS WHEREOF, the parties by their duly authorized officers have executed this Addendum as of the date and year first above written. 11/18/2013 LES- BQ -ESR. DOC /rev.5/00 /lessor EXECUTION PAGE TO THE ADDENDUM TO EQUIPMENT SCHEDULE NO. 021 TO MASTER LEASE AGREEMENT (LEASE NO. 00638) RELATING TO SELF - INSURANCE SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessor By:_ Name: Title: Date: ATTEST: Beth Eikenberry, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this _ day of 1 20. SHUFFIELD, LOWMAN & WILSON, P.A. By: Scott A. Cookson, City Attorney APPROVED: CITY OF OCOEE, FLORIDA DATE: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON 2013 UNDER AGENDA ITEM NO. 1 1/1 B /2013.LES- BQ -ESR. DOC /rev.5 /00 /lessor SCHEDULE A TO FINANCING STATEMENT OF CITY OF OCOEE, FLORIDA, AS DEBTOR, AND SUNTRUST EQUIPMENT FINANCE & LEASING CORP., AS SECURED PARTY Continuation of Collateral Description The financing statement to which this Schedule A is attached covers the types of property described on the face of such financing statement and all of the Debtor's right, title and interest in and to (collectively, the "Collateral "): (4) Four New 2014 Police Vehicles (a) the equipment described in Equipment Schedule No. 021 dated as of December 06, 2013 (the "Equipment Schedule ") to the Master Lease Agreement dated as of February 08, 2001 (the "Agreement," and together with the Equipment Schedule, the "Lease ") between Debtor, as lessee, and Secured Party, as lessor, as such Lease may be amended, modified or supplemented from time to time together with all of Debtor's right, title and interest in and to the Equipment Acquisition Fund established in Debtor's name at SUNTRUST BANK ( "Escrow Agent ") pursuant to the Escrow Agreement dated as of December 06, 2013 (the "Escrow Agreement ") among Debtor, Secured Party and Escrow Agent; (b) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and (c) to the extent not included in the foregoing, all repairs, replacements, substitutions and modifications and all proceeds and products of any or all of the foregoing, whether existing on the date hereof or arising hereafter. 11/19/2013 LES- 13Q- ESR.D0C /rev.5 /00 /lessor ^tjto"iiiIo" C:"rys14er C)1c►cicj4e .Je4ep Ram Call ILc rrcl. fir nl/ of vnur Flyer Aumil & Light Truck needs. CELL PHONE 954 383 -1009 QFFICE (954) 441 -2034 FAX (954)441 -2004 EMAIL SCHENRY1rc8COMCAST.NET QUICK QUOTE SHEET FOR VEIIICLES SOLD UNDER THE FLORIDA SHERIFF'S ASSOCIATION CONTRACT PAGE 2 of 1 REQUESTING AGENCY: City of Ococc ORIGINAL QUOTE DATE; 1012912013 REVISED QUOTE DATE: 10/30/2013 CONTACT PERSON: Bill Sinunoos PHONE NUMBER: 863 -402 -4292 CELL PHONE: FAX NUMBER: 0 e -mail: 0 MODEL: 2014 Dodge Charger Police SPECIFICATION #: 3 OPTION CODE # CW6 TTP CVS2500 C3090 RTSPG6000 ...................... ............................... PGP2600 ................ ............................... WPUMP LRH TTG NTG ................ ............................... PAGE #: FSA BID NUMBER'S 12.20 -0906 $ 12.10 -0906 BASE DISTRICT PRICE: $21,159.00 http:lfwww.flsheriffs. org DESCRIPTION OPTION COST EXTERIOR COLOR WHITE W/ DARKEST INTERIOR POSSIBLE STD nt Comments: TOTAL OF OPTIONS: $7,469.00 TOTAL COST: $28,628,00 QTY 4 = $114,512.00 AUTO NATION CRYSLER DODGE JEEP RAM VEHICLE QUOTED BY: Steve I'll Fleet Manager schanryt.@_comcasLl "i Want to be Your Fleet Provider" I appreciate the opportunity to submit this quotation. Please review it carefully. IF there are any errors or changes, please feel free to contact me at any time. I am always happy to be of assistance Copy of FSAQuote sheet2014t Rev2- OcoeeVehicle #2 Revised 10- 30- 13OTY4 )DOID1GIE tCHARGYER IF' UILIL SIZE POLICE RATEID SE�J DIN - RWD SPECHMI1CATION 113 2014 ]Dodge Clue ger (]LDDE1 Me Dodge Charger IDDCdR) purchased through this combed comes with all the st equipnu:nt as specified by the ntamulhclurer for this model and FBA's base vchicle spccilir,+lion(s) requirements which are included and made n part of this contrnell vehicle base price as awarded by specification by zone, ZONE: ecweslern *Norlhern *Cer(rr+l *Soulhcrn BA SGIIRICF.: X21,159.(10 1,21,159,0(1 $21,119.(10 $21,1i9,00 While the Floricltt SheriffS Assoc'Inihn and Florida AmoclAnn aCotmdw have wientptecl to identify and include Ihnse r ittorn lit items most often requested by participating agencies for till size vehicles, we realize equipment needs and preferences tire, going to vary from agency to agency, In on effort to incorporntc Hesibility hHu our program, we I= owted specific nddldelcte options which allow the purchaser to tailor the vehicle to their particular wauls or needs, ' [*lie 1 equipment delete and add uptions and their related cost are provided here w assist you in apprusi aQj the fatal cast of the type vchicle(s) you wish w under through this program, Simply deduct Me cost of any of the fallowing equipment items you wish deleted from the hale moil rust and/or odd the cast of any mppmcnl Items you wish lidded to the base unit cost to determine Iht . apprashnate cost ol'the type vehicle(s) you wish la order. f NOTE, An official listing of all add /delete options amt their prices should be obtained lion) the appropriate dealer in your Zone w hat 4! prgmHng your order, Additional acklAk ate coun.s other Ikon those listed here may be available through the dulcet however, those listed berc ninsi he honored by the deolcis in your Zane at the stated prices. Bich Award A+tnotlrtcettetC (13.2,1.0901Y) 09 It ],/�� \��� \fit rut,u�,r t�t..rd, FLORIDA A S1ROCI R111E'1FS ASSO(CIIA'] RON & F LOO, IDA ASSOCIATION OF COUNTIES IES )DOID1GIE tCHARGYER IF' UILIL SIZE POLICE RATEID SE�J DIN - RWD SPECHMI1CATION 113 2014 ]Dodge Clue ger (]LDDE1 Me Dodge Charger IDDCdR) purchased through this combed comes with all the st equipnu:nt as specified by the ntamulhclurer for this model and FBA's base vchicle spccilir,+lion(s) requirements which are included and made n part of this contrnell vehicle base price as awarded by specification by zone, ZONE: ecweslern *Norlhern *Cer(rr+l *Soulhcrn BA SGIIRICF.: X21,159.(10 1,21,159,0(1 $21,119.(10 $21,1i9,00 While the Floricltt SheriffS Assoc'Inihn and Florida AmoclAnn aCotmdw have wientptecl to identify and include Ihnse r ittorn lit items most often requested by participating agencies for till size vehicles, we realize equipment needs and preferences tire, going to vary from agency to agency, In on effort to incorporntc Hesibility hHu our program, we I= owted specific nddldelcte options which allow the purchaser to tailor the vehicle to their particular wauls or needs, ' [*lie 1 equipment delete and add uptions and their related cost are provided here w assist you in apprusi aQj the fatal cast of the type vchicle(s) you wish w under through this program, Simply deduct Me cost of any of the fallowing equipment items you wish deleted from the hale moil rust and/or odd the cast of any mppmcnl Items you wish lidded to the base unit cost to determine Iht . apprashnate cost ol'the type vehicle(s) you wish la order. f NOTE, An official listing of all add /delete options amt their prices should be obtained lion) the appropriate dealer in your Zone w hat 4! prgmHng your order, Additional acklAk ate coun.s other Ikon those listed here may be available through the dulcet however, those listed berc ninsi he honored by the deolcis in your Zane at the stated prices. Bich Award A+tnotlrtcettetC (13.2,1.0901Y) 09 VEIi1CLl ", Charges (I.pl)IiiS) $2,225,00 5.7 1'•S Henri i DLALGR: AuluNutiun Chrysler AutoNotioo Clo•ysfer AaluNalion C'bryslei AllwNalian Chrysler Limiled Slip diflelenlial podge Jeep 12nu1 1'embILAC Ihldge Jeep Rnnl Penlhrokc IJodge Jeep Runt I'CIIIIII : Dodge Jeep Raul 1 1 elllbl'(Ilce LN X 1 fines fines 1'inas fines ZO N l ': )''r Weslelll Trellico anti -Iherl .• 11!01 activated, deader installed $235.00 - Nsouthel 11 BASIZPRIC6': 521,159.1111 $21,159,00 521 521,159.(1(1 Order Code Delete Options CM 1 Cloth rear scat in lieu of vinyl From( door body side molding 5" round dome lamp LNF 1 Driver's Sidc (Left Hind) Spotlight Front License Bracket TI]1V 1 Space saver Spire lire in lieu (1!'11111 size Spare lire Order Code Add Opllous All Zones `625.00 NA Sid $65.00 NA $615,00 All Zolles Please , efer to Bart B — Battergenc:y Vehicle Jla.ghting Spoe i.!' :i.eat :i.ons Tor, lightbar.• descriptions and the atvarclecl cleal4): - pra.c9.ng. 29A I VS ellgille $2,225,00 5.7 1'•S Henri i PS 1 Priority slau'tl)atiery saver $239,(1(1 Limiled Slip diflelenlial NA 1 h7eCrr'onic nabiliry rarllml I LN X 1 Len tai right -hand piliaa' In( mi(ed 6" spodlghl 1 \'Vdl 11ei11' hidOgell 1)lllb, 1:1CI 11')' II1Stal1ll`d $191).00 L)Ifilend.Adds192nnforLED I I•RM 1 Trellico anti -Iherl .• 11!01 activated, deader installed $235.00 SSAT t SnfeS(op vehicle anti -Ihelt - key ncliviled al' emergency lights aclivated, ping••,!. -play Ior most Ford $299.00 and Chevy Net vehicle.,, dealer installed in 20 minutes ol• less RML' Rechal'genhlc 1110. li $105.00' Roal'wiring With hole NA Roorwiring without 1101e NA Accessory Iccd wires lilt police equipment NA UP Ready Buckle Prisoner Restraint Heal Belt Syslem $295.00 Ignition powered trunk button, ladory installed Sul conlrart and convenience group NA AFB f Street appeariuce group $'19'lm dhnahnua !t'/eels, aatli have carper or u'ill ,r,r! urink"mcolo, og han /,.c,fr,nl rap bn/der:r t WIIA 1 1 wheel covers $29,00 Nitrogen filled tires inchlding Sparc fire NA ANVFN'l radio with single CD Sid Daytime rlmuing Jights NA Sunscreen privacy glass NA Cloth split beach — 1 NA BW Anjarrl Announcemerit; (13-21-0904) 100 Vh:HICLE: Chmvcr(1- 1)1W'48) DEALER: AutuNution Chrysler AmoNnlion Chrysler Aulo\Ininn Chrysler AvIoNa Lion Chrysler Dodge Jeep Awn Panlbro1w Dudga Jcep Raw Pcndrroke Dodge Jccp Rene Pembroke Dodge .lecp Rail 1 PI11eti Niles 1 Ille.q I imi LONE: i'r WCSICl'll :( N01'111'n it 1't CC1111'lll -,'( S011111cm IL1`iL:l'RI(.:I' $21,159.00 521,159.110 521,154).(10 $21,159.00 Driver seat only — G wily power Std CW6 I Rcai door loch LK: hnudles inoperative $21.00 Inclurlra rear rrirulous rrlrqurublr I C\VD' Rear door lochs & handles hlnpernlive, deader modLficadoll 5135.011' Rear winclows Inoperative NA Imludrd a 1!h nptinu C.'ll ( I Cruise Control Sid Radio noise auppressidn NA Courtesy light disabled Std Side fill' prolecdoll (11my 11111`Ct Cage avilllablllty) Std I.DT I Legal deep tinted film, lifetime warranty, dealer installed $265.00' 3KY' Third hey $235.00 a kepa A. f ohs ore .clanrinrd -this price is iu) mar mhfitimw kcrr in m0flan rn Iho 4 validard 1 OXF' Keyed alike $139.00' htrladal kr.•�•rdo/r.h jar• nm standard Rta•a rardjnn.c 1 3RY i factory remote keyless cally a1I111 2 tubs included. 23SAI0 1 Kent• fi finks we slrmrlrnd -rhh• pt Ice is;im mtr oAkiunal AeYf 1 Backup alarm, 1'11clory installed NA 131)A I Backup moral, deader installed 5135.00' Back enmcra with 15" LCD (real' mounted camera to provide wide. angle IICIII of Vision al rear of NA vehicle) - factory installed flue' Backup camera w0h 3.5" LCD (rear mounted enmcra to provide bride angle field (II 'vision al rear of S695.00 vellicle) - (lender Installed Front door moldings, not installed NA RS -I V' Vcnfvisors - slick- onslylc. �I`I5.00 RSPS I Rainshields - Ilange style S+I65.00 D11W I Door blink & renr winduw bnrricrs with manual loch nverridu (Selina, Pro -Oa rd, f:ruisers o $565.00 approved egLdVt1le11l) Locking gns cite NA wo -Mill' pain( $ 490 . 00 1 TT -I I I t Class III hitch with 2" ball, dealer installed $ 3MR 1 Optional equipment - specify $SSSA0 3A! rigrl n•rnp- dltludas •1 riom.r cart roof I it LT I Optional egidpnlenl - speoify Si2 Relocate spas c the dales lnsialled. I! pmehu.re udrh oplirm IYF amt will he SIM.nn 1 C'VS250U 1 Optional equipment - specify $659.00' Naris 25 "console w odor re.v nnr17. cup holders 1 03090 1 Optional equipment - specify 5625.00' 11(mis lelp sup me'unt 11Vt/IR&JII'l1•01 hm. aurrnd pole t Biel Awc(ycl Aimouncernant (13 -23 -0904) 101 VL;IIICLM: Clnll'gcr(LDDI:48) IWALER: AWoNatiou Chrysler AuloNaliun C'hryslel Aulu\ution Chrysler Aii(oNillion Chrysler Dodge feel) Rom llcmb'nlw DodgC'.Ieell Rillll 1 1)(Itigo.leep Ram l hidge,lecp Ram I Pili(:y PIneS Phies Pifics ZOINF: lr( Western *Norlhem * C'enirid h Southern BASE PRICK; $21,159.00 S21,159.()(I "01,159,((0 $31,159.110 (1,1111 1 Optional equipment - specily S359,00 Avnrk nrtp•d bore rnu, /xn•l.rpnre i I'd IOOA 112 1 Selina PH 100A 12 — 12" Ahnninunl I'ush Bumper $475.(1(1 PH 1110A 16 1 Selina PH 100A IC>— 16" Alunl ill till] Push Hunlper $495,00 S111 Selina PH300 Push Bumper $51(1.O(1 61350 1 CIO Rhino 5000 Series Push Hampers S455,00 R• ,93P I Rem Transport Sent -- I ,ngmm System 31' $395.00 It 1 SI i ICc(u '1'r(ulsporl Sett — Pro Giro) 0000 Scries x+705.00 Rear rroospurt sea( — Cruiser 1 NA Renl•'rran , .pore seal will, cx(endc(i seal heir — Pou'iol Pscv I NA 1 Pro -Gard 1 Scries Polyenrbonate (Lcsani Cage wide sliding window, I•ull width lower extension `i1395.1m panel, dealer installed SL*Wl 1 Selina SS I,extln cage 1vi(h 1/2 lexan and 1/2 expanded metal with full lower exicnslon pnncl, dealer $925,00 installed Sf "1'10 1 Selina 810 Series I.exml Cage with sliding window, full width lower e.Ntensinn panel, dealer inslnlled $925.00 Patriot \/P 1 -120 Lexan enge With 1/2 lu an mid 112 metal with 11111 1U \\'CI' oxlension pencl, dealer NA inslnlled Pitricit VP 1-100 all Le \nil (:age wilh Itlll lo11'C'I cx Ictision panel, denler Installed NA Cruisers Case with Slide awl lock wilid w, lo wer exiensioll liallels, dealer insmiled (NIA Cruisors Cuge With I /2 Lexan and 1/2 nivsh, lower esimision ponels. dealer installed NA K -9 C 011111incr, All nlunlinunl In- vehicle (rear scat area) K -9 Container to protect (he public, ollicer, $2,540.0(( K -9, and vehicle. Plcnse specify vehicle year, make and model. Call for in,lllllotion, shipping, nndfor delivery prices. 131wronic Remote Reor Door Opcnino system to lit! used with the 1­9 Container. Allows the officer $ 1,190,00 to release the IC -9 from the vehicle 1' it remole pnsllion, ,rdd sh7.r upewi I I lent Alarm Sy stem to be used in n K­9 vehicle. \,warns office• when dangerously hic!h tempelntures $1,025,00 are inside the vehicle, artr !$165Ji�rpngr!•ulurtu I LRi I I Libor Into per hour ti713.:i0 i I I Ci 1 Vemporal y 1116' x 25.00 1 fF,R 1 Tvansfer existing iegistralion (must provide lug ntullber) 5105.00 N S i" 1 NO% Stale lag (sheeil)' Shile, Comity, City, Shel•il etc,) S 1 85,00 1 Maintenance Plan - specify NA mainlcnnnce Plan - spccilj NA Ivluintenalice Plan •• specify NA APXW575 Witrunnly - specify 5;2,35(1,00 added enge This -n- Deducllnle s 1'em•s 7s,ono ,17ih,r hIMV575 1 Will'rallty - Speci fy $2,555.001 ,Wn.tiunnn Crux dl• Dcrlue•IlGle 5 ('ruff 75,00(1 ,Wiles I Biel Awar•(1 tl.nnotinceineaf. (13.21.000,4) Y 02 VI {IiIC1.,G,: Charger {I.DI)GdS) 1)I ?,11ds R: AuloNolion Chryslor AnIONallon Cluysler AowNntion Chrysler AutoNotion Chrysler Dodge Jeep Rom Pembroke Dodge Jeep Ram Pembroke Dodgo Jeep Rom Iembroke. Lodge Jeep Ram Pembroke Pines fines fines fines *Weslern *Northern "(Central ItSutdhe) 1i BASE PRICE: 521,159,1111 5;21,159,00 S21,159mo S21,159.(Itl IVN 100PN I 1 arninly •• specify X3,075.00 dkuirnenrC (rne- n- 1)edard81r.5prnra loo,040 dGlr..r l Bid. Award Announcement (13- ,21 -09D Y) 103 ,AutoNation Chrysler Dodge Jeep Rare Pembroke Pines Pricing Sheet for Emergency Vehicle Lighting Bid 13••21 -0904 Ordet•.Code Add O dons Price Labor Hre. Premium Lighthar Pacicagal " PPLB - LED I Federal S! cal (Model LGD45) $ 1,375.00 7,5 PPLB -LED -LIN celeral SI nnl Model "MD" 2,295.00 7,5 RPLB - LED Rontan Signals Mauum- Extreme Off Axis0 45" MI Pool SPLB - LED Signal Moclel 7460 LCDP -PSA) $ 2,205.00 7.5 SOPLB - LED Dun] Arrow SoundOff SI nnl Model EPL9000 -3I1D SOPLB - LED SoundolI SI tnal (Model EPX3000) $ 2,694.00 7.5 WPLB - LED 2 TIER Whcicn Model P8P5A1 WPLB - LED 1 TIER Whelen Model S8PSA11 $ 2.350.00 7,5 Medlum Liglitbar Pnolcaga; ' PMLB - LED Federal Signal Model LPX457 $ 1,115.00 7,5 RNILB - LED Rnnlan \Vin Lux Extrcme Off Ax1s - 1 B.T.O 47" MI fool SMLB - LED Signal (Model 24001,E13M•PSA $ 1,600.00 7.5 SOMLB - LED Soundoff SI nnl (h4ndel rNtG2000) MiLB - LEI) \Vhcicn Model J8PSA1) $ 1,585,00 7.5 Economic Lightbar Package: PELB - LED Federal Signal Mode] 1,PX45D RELB - LED Rontan LCL Maximum 45" Mi +Pool SELB- LED Signal (Model 2484 LEDP•PSA ) $ 1,3613,00 7,5 SOPLB - LED SoundOff SI nal Model EMO2000) WELB - LED Whelen Model P91404 $ 1,575.00 7.5 Premium Unmarked Patrol Package: PPUMP - LED Federal Signal; Deluxe Unmarked Patrol package $ 18,090.00 8,0 RPUMP -LED Rontan Premium Unmarked Patrol package SPUMP - LED Signal: Deluxe Unmarked Patrol Pncka e SOPUMP - LED SnundOff Signal: Deluxe. Ummnrlted Patrol Pnelcn e WYUMP - LED Whelen: Deluxe Unmarked Patrol Parka e $ - 2,135.00 8,0 Economic Unmarked, Patrol Package: PEUMP -LED Pederal Signal: Basic LED Unmarked Patrol package $ 950.00 810 RF,UMP - f.ED Rontan Economic. Unmarked Patrol Package SLUMP - LED Signal: Basic LED Unmarked Patrol Paelca'e $ 1,060.00 0,0 SOEUMP - LED SoundOff Signal: Basic LED Unmarked Patrol package %VEUMP - LED Whelen: Basle All LED Unmarlted Patrol package $ 1,145.00 8,0 Adnitnlstrativo Vohtcle Ppek'age: PAVP Tederal Signal: Administrative Vehicle Package $ 885,00 RAW Rontan Administrative Vehicle Pacica e SAW Signal; Administrative Vehicle Package $ 1,290,00 8.0 SOAVP SounclOff SI nni; Adminish•alive Vehicle package WAVP Whelen: Administrative Vehicle package $ 1,295 °00 8.0 A La Carte Lights: %VSC Whelen Ceneom - upgrade, deluxe siren, microprocessor con trolled $ 290.00 15 LLD Whcicn - upgrade WPLB I lies Premlurn Llghtbar with DUO Color Traffic Advisor $ 410.00 0,0 LLDP Whcicn - upgrade WPLB I tier Premlurn Llghlbar with Pull DUO Color 11 hlhenda $ '110.00 0.0 LLDT Whelen - upgrade WPLB I liar Premium Llghthar with Pull Trio Color it htheads $ 1,400.00 0,0 LLD Whelen - upgrade 1VMLB Medium Llghtbar with DUO Color Traffic Advisor $ 410.00 0.0 L1,E1. Whelen - upgrade WELB Economy I,Ighihnr with DUO Color Traffic Advisor $ '110,00 0,0 %%r 4P I rnounting Whelen - upgrade any Whelen LIghtbar to fully adjustable fool. $ '10.00 0,0 Bid Award Announcement (13 -21 -0904) 66 Order CodD " Add O tlona Prlca Labor Hra, RDLED Rea • deck LED, GEN 3 minimum, wnrning Ilghts - LED $ 345.00 lights may be blue, red, amber or any combination - 1,3 specKy color LHS Left-hand pillar mounted G" spotlight With clear halogen $ 317.00 2,0 bulb LEIS -2 left & right-hand pillar mounted G" spotlight with clenr $ 507.00 4.0 halogen bulb WZ[N LED, GEN 3 minlrnum, grille lights, 2 minimum - LCD $ 251,00 lights may be blue,, red, mnher or any conthinath'n - 210 specify color (Whelen, Federal, SoundOff Signal or approved e quivalent) WWI, LED, OCN 3 minimum, rear vicv mirror flashing lights - 2G2.00 LED lights may be blue, red, amber or any combination - 2.0 specify color OVhelen, Federal, SoundOff Signet, Roman or approved equivalent IVR13S Roof-mount. amber strobe beacon ( Wheien, Federal, $ 29.00 2,0 SounclOff Signal, Ronlan or approved a uivalent WRBL Roof -Mount Amber LLD strubc beacon (Whelen, D &R $ 227,00 1 3,0 Electronics nr approved c ulvnlcnl NVTL LED, OEN 3 minimum, trunk lights, 2 minimum - LED $ 250.00 lights may be blue, red, amber or any combination - 2,0 specify color (Whelen, Federal, Sound Off Signal, Ronlan or a pproved equivalent LED, GEN 3 inlrthnum, Integral direeUonal arrow activated In lighlbar (with controller if required) - LED lights may be blue, red, amber or any combination - a ectf color'. Rc uh'ca purchase of 11 htba•, TDL Traffic directional LCD, GEN 3 aldnhnun, arrow with G $ 5 50.00 2.0 modules with controller if re uired , WC51 100 -Wat Conn act Cast Shen Speaker with U- Bracket $ 210.00 1,5 Federal Signal Smut. Siren - upgrade, deluxe siren, microprocessor controlled; w /RMIC (ext. cable) and MNCI'- SB (microphone) Included ETSA481CSP SounclOff Si nal isl'SA481CSP - deluxe siren ETSA482RSP SoundOffSignal ETSA482RSP- upgrade, 200 watt dual torso remote slrcn witli lighting and arrow controls WSS Whelen Cencom - upgrade, deluxe siren, Inlc'apr0cesso• controlled Federal Signal - Headlight flashers, solid stale SoundOfrSignal - Iiendli ht flashers, sotld state Whelen - Headlight flasher's, solid stale SoundOff Sign al-- 'Poll light flashers ENT2B3x Soundoff Signal - Inte•scetor LCD unde Light EPL8000 SoundOff Signal - EPLG000 Full Featured Interior Llghtbar Eight G -LCD modules, with optional'No 3 -LCD Plashing'[ a he -Downs Meets SAC specifications, Easy Installation to Visor Anchor Points W11-hout Drilling Holes, Vehicle Specific, Please indicate vehicle make and model. Upgrade basic (6) switch controller and siren to combination light controller /siren Federal Signal - Patented All LED lighted Hot-foot available on Vision SLR Valor, Legend and LPX Ll htbars 1VLFS Whelen Low Frequency Supplemental Shen, with Vehicle $ 52S.OD Mounting Bracket, available for; Ford Sedan and SIN Interceptor, Expedition, 1 G- Sc'ics Van, Taurus 3,0 nod Explorer, Chevy Impala, Caprice, Tnlnoc, Suburban, Express, Sllverado, Dodge Charger, and 450 S100 Signal D -44 Cyclone. 100 Watt SPQAIc(![' - Patent Pending $ 203.00 Cyclonic Expnnston chambers, rugged glass filled nylon 3,0 housln l -T---] Federal Signal- Rumblc Shen /intersection Clearing System. Contains all nccessa'y mounting hardware, system amplifier, and one pnlrDf s eakcrs. Hid Award Announcement (13- 21.0904) 66 i Order Code Add Options I I Price Labor Hirs. DTX System Federal Signal DTX Digital In Car Video System, Front $ 4,125,00 and real- (2) camera system including solid state DVR with built In GPS and WI -F1, wireless microphone, and DTX COMMAND software for video management, System Is 6,0 available as MDT client version or stand along 4,5" monitor, 3rd and 4(h cameras optional, Wireless downlood software optional per each 10 vehicles. S90)6 Signal 9010 LED Scrles SlarBeam M -Tech LCD Mhil-Bar $ 286,00 20 flash patterns, and mounting kit. Please specify 2,0 cOIOI' S . Inlled Interior Mount LCD Light 12 LCD Array, Gen 3 LCD, CIg $ 286,00 Plug w/ lighted on /off switch, flash pattern select button, 30 flash patterns, rued mounting kit (Signal Vehicle 2 0 Products DL)5 -12 or equivalent). Please specify rnlor(s). SC200 Combination 200 Watt Siren Fund 8 function light control $ 484.00 panel Including traffic director, dual color lighted keypad, 4 position pragrnssive slide switch, LCD speaker 2,6 diagnostics, PA with noise canceling microphouc (Signal Vehicle Products LCS 800 or et ulvalenl ), LPSI Low ProfUe Spill Interior Front Mount LCD Llghtbar, 1" $ 620.00 High Profile, No Drill Mounting with Vchicic Spcc10c Mounting Kits (included), 35 flash patterns with pattern select button, Clg Plug w/ lighted on /off switch (Signal 2 0 Vehicle Products "Split Phantom" ULB24 or equivalent) Pleas s lecify color(s), LPND Low Profile Interior Front Mount LCD Llghlbar, 1" I Ilgh $ 706".00 Profile, No Drill Mounting with Vehicle Specific Mounting IUts (included), 35 flash patterns with pattern select button, Red Map Light, Cig Plug w/ ilghled on /off switch 2 0 (Signal Vehicle Products "Phantom" ULB44 or equivalent). Pleasespecify color (s), WF13 Whelen Full Featured Inlerlm• Idghlbm• Eight 3 -LCD $ 726.00 Lamps, Upper Front Unit Mounted In a Rugged tfousing '('hat Fits Snugly Against tine Front Window of the Vehtele, Two Piece, Individual Driver and Passenger Side Units, with'I\vo LED Finshing /Take -Downs (one In each 2,0 housing) Meets SAE and California TRIG XIII specifications. Easy Installation to Visor Anchor Points WlUnout Drilling Holes, Vehicle Specific. Please Indicate vehicle mnke and model. 1V1L6 Upgrade Whelen Interior Llghlbar to 131 ght G -LCD Lumps $ 615.00 0,0 Corner Strobe Kits:_ ' _ - - . . 416 - quantity 4 Corner LED In -line suitable for internal and external mounting. Six LED per IlghUiead, 30 flash patterns - Federal Signal, 4 -hend system, heads and cables included. Expandable to 6- heads, LED heads available in red, blue, amber, and/or clear. Corner Inllne LCD Ilghttng system - Federal Signal - Available In pairs only. Please specify red, blue, amber, or clear, SL4FXX, SLGFXX, Latitude Series warning light with Soloris 4,0, and 6 tend SL8F1VX models 3 LCDs per position, 10 flash patterns, 5 year warran MPS600 +MPSM6 -CAPSM MlcroPulse 6 and side marker mou nt for Chevy Caprice Rontan Signals Quasor Strobe LCD Extreme Generation 5- loaded u4Un 6 rebel LED'a In each llghthead sold In pairs, Colors: blue, red white and amber Corner LCD )Clt -- Tvo Head Signal LCD IUl (LDHF31 I Includes 2 Spherical heads In 10' or 30' IengUts with Inllne (rasher; Nickel plated aluminum housing with advanced Uterrnal heat management. Colors; amber, blue, 11 rcon, red, or while. Corner LCD IUL - Four Head Signal LED KIL (1,DHF311. Includes 4 spherical heads In ]0' or 30' lenghts wide Inllne flasher, nickel plated nlumimun housing with advanced thermal heat managennent. Colors; mnbcr, blue, green, red, or while Bid Award Artnouncernerit (13 -21 -0904) 67 Order.Codo Add Options. ? - Price Labor Hrs; Corner Strobe Kits - Signal Vehicle Products KiL with 4 Corner Strobe IUts - Signal Vehicle Products IUt with 4 SoundOff Compass Fender Light Side Fender- Lights for Ford PI sedan or Chevy Caprice, housing fits ocm openening on side fender lights, can be purchased with GHOST or 1NTCRSCCTOR II hthead, l IA'2S010x (ca) Idt pries, to include 4 lights Corner LLD Kits - Snundnff Untvcrsal undcreover LCD kit, consists of , l corner LCDs, choice of colors, red, whlle, blue, amber or any split color combination. Please specify colors. Included with Inllnc flasher, 10' of cable Corner Strobc IUIs - Whclen Mt with 4 ciccu• tubes, 0 Corner Strobe Kits - Whclen IUt with 4 clear tubes, (i WVTK Corner LCD Kits - (11) Whclen Vm Iex Scrles Hein ls rherical $ 328.00 3.0 Comment Section . Bid Award Announcement (I3.2I -0904) 68