Loading...
Item #04 Approval of 3-Year Lease-Purchase Agreement with Suntrust Bank for (10) Police Patrol Vehicles (Replacements) Ocoee florida AGENDA ITEM COVER SHEET Meeting Date: February 17, 2015 Item # L}— Reviewed By: Contact Name: Joyce Tolbert Department Director: � ,./►,J;�l Contact Number: 1516 City Manager: Subject: Approval of 3 -Year Lease - Purchase Agreement with Suntrust Ba for (10) Police Patrol Vehicles (Replacements) Background Summary: The budget for Fiscal Year 14/15 includes the three (3) year lease - purchase of (10) Police Patrol Vehicles ($119,000 for payments). The Florida Sheriffs Association Contract #14 -22 -0904 provides the lowest competitively bid pricing; (6) Dodge Chargers @ $31,095.25 /each through AutoNation, and (4) Chevrolet Tahoes @ $38,753.80/each through Alan Jay. 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. The Finance Department obtained interest rate quotes from Suntrust Bank (1.65 %) and BMO Harris Bank (2.158 %). BB &T was unable to quote at this time. Suntrust Bank is requiring a new Master Lease Agreement (No. 09728) be executed by the City as the previous Master Lease executed in 2001 is now outdated. This is Equipment Schedule No. 1 to the new Master Lease Agreement. Issue: The total cost requiring financing approval is S341,586.70 at an interest rate of 1.65% 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 #14 -22 -0904 awarded to AutoNation Chrysler Dodge Jeep Ram, and Alan Jay Chevrolet Buick Cadillac GMC; 2)Secure financing through SunTrust Bank, and authorize the Mayor, City Clerk, and Staff to execute the Master Lease Agreement No. 09728 and Equipment Schedule No. 1 and related documents for the amount of $341,586.70 at an interest rate of 1.65% for three (3) years, to close on or before March 1, 2015. Attachments: 1. Draft Suntrust Lease - Purchase Agreement (original forthcoming) 2. Quote from AutoNation 3. Quote from Alan Jay 4. FSA Bid Award #14 -22 -0904 Financial Impact: The FY 15 budget includes $119,000 for payments for 3 -year financing of $341,586.70 through Suntrust Bank at an interest rate of 1.65 %, which is Equipment Schedule No. 1 to the new Master -Lease Agreement No. 09728, to close on or before March 1, 2015. 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)1461— N/A Reviewed by ( ) N/A 2 CITY OF OCOEE, FLORIDA INDEX TO LEGAL DOCUMENTS BANK - QUALIFIED ESCROW Master Lease Agreement, Lease Number 09728, Dated as of March 1, 2015; Exhibit A - Equipment Schedule No. 01; Acceptance Certificate; Payment Schedule; Exhibit B - Tax Agreement and Arbitrage Certificate; Exhibit C - 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; UCC Financing Statements with attached Schedule A; Form 8038 -G. 2/5/2015:13 Q- ESC /ST13.DOC /rev.07 /12. sti SunTrust Equipment Finance & Leasing Corp PO Box 79194 Baltimore, MD 21279 -0194 City of Ocoee, Florida ATTENTION: ACCOUNTS AYABLE 150 North Lakeshore Drive Ocoee, FL 34761 4 1 F dl INVOICE # DESCRIPTION CUSTOMER # CONTRACT PAYMENT INVOICE DATE AMOUNT DUE DATE 3/1/2015 PAST DUE 0.00 CURRENT 29,214.46 DUE TOTAL DUE 29,214.46 CONTRACT NUMBER DESCRIPTION CONTRACT PAYMENT TAX AMOUNT 443 -40- 09728 -001 PAYMENT 29,114.46 0.00 29,114.46 Doc Fee 100.00 100.00 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 City of Ocoee, Florida ATTENTION: ACCOUNTS AYABLE 150 North Lakeshore Drive Ocoee, FL 34761 REMIT TO Wire instructions: SunTrust Equipment Finance & Leasing Corp ABA # 061000104 Acct # 201150263 Please include Account name and Account Number in wiring instructions Make Checks Payable to SunTrust Equipment Finance & Leasing Corp SunTrust Equipment Finance & Finance Corp PO Box 79194 Baltimore MD 21279 -0194 INVOICE # CUSTOMER # TOTAL DUE DUE DATE 0 0 29,214.46 3/1/2015 AMOUNT REMITTED $ Refernece: Account Name and Account Number on all Checks Page 1 SUNTRUST EQUIPMENT FINANCE & LEASING CORP. MASTER LEASE AGREEMENT LEASE NUMBER 09728 This MASTER LEASE AGREEMENT (the "Agreement'), dated as of March 1, 2015 is made and entered into by and between SUNTRUST EQUIPMENT FINANCE & LEASING CORP., a Virginia corporation, as lessor ( "Lessor "), and CITY OF OCOEE, FLORIDA, a political subdivision of the State of Florida, as lessee ( "Lessee "). In consideration of the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I. DEFINITIONS AND EXHIBITS Section I.I. Definitions The following terms have the meanings specified below. "Acceptance Certificate" means each Acceptance Certificate delivered by Lessee as part of an Equipment Schedule certifying as to the delivery, installation and acceptance of Equipment. "Agreement" means this Master Lease Agreement and all Equipment Schedules hereto. "Agreement Date" means the date first written above. "Code" means the Internal Revenue Code of 1986, as amended, together with Treasury Regulations promulgated from time to time thereunder. "Equipment" means all items of property described in Equipment Schedules and subject to this Agreement. "Equipment Group" means each group of Equipment listed in a single Equipment Schedule. "Equipment Schedule" means each sequentially numbered schedule executed by Lessor and Lessee with respect to Equipment Group. "Escrow Account" means the equipment acquisition account established by Lessor and Lessee with Escrow Agent pursuant to the Escrow Agreement. 'Escrow Agent' means SUNTRUST BANK, a Georgia banking corporation, and any successor escrow agent under the Escrow Agreement. 'Escrow Agreement' means the Escrow Agreement, substantially in the form of Exhibit F hereto, to be executed by Lessor, Lessee and Escrow Agent upon the first funding of an Equipment Schedule using the procedure described in Section 2.4. "Events of Default" means those events described in Section 12.1. "Fiscal Year" means each 12 -month fiscal period of Lessee. "Funding Date" means, with respect to each Lease, the date Lessor makes payment to the Vendor(s) named in the related Equipment Schedule or reimburses Lessee for the purchase price of the related Equipment Group or, if the procedure described in Section 2.4 is utilized, the date Lessor deposits funds equal to such purchase price into the Escrow Account. "Interest" means the portion of a Rental Payment designated as and comprising interest as provided in a Payment Schedule. "Lease" means, with respect to each Equipment Group, this Agreement and the Equipment Schedule relating thereto, which together shall constitute a separate contract between Lessor and Lessee relating to such Equipment Group. "Lease Date" means, with respect to each Lease, the date so designated in the related Equipment Schedule. "Lease Term" means, with respect to each Equipment Group, the period during which the related Lease is in effect as specified in Section 3.1. "Net Proceeds" means any insurance proceeds or condemnation awards paid with respect to any Equipment remaining after payment therefrom of all expenses incurred in the collection thereof. 2/5 /2015: B Q- ESC / S TB. D O C /re v.07/ 12. s t I "Non- Appropriation" means the failure of Lessee, Lessee's governing body, or, if applicable, the governmental entity from which Lessee obtains its operating and /or capital funds to appropriate money for any Fiscal Year sufficient for the continued performance by Lessee of all of Lessee's obligations under this Agreement, as evidenced by the passage of an ordinance or resolution specifically prohibiting Lessee from performing its obligations under this Agreement with respect to any Equipment, and from using any moneys to pay any Rental Payments due under this Agreement for a designated Fiscal Year and all subsequent Fiscal Years. "Payment Date" means each date upon which a Rental Payment is due and payable as provided in a Payment Schedule. "Payment Schedule" means the schedule of Rental Payments attached to an Equipment Schedule. "Principal" means the portion of any Rental Payment designated as and comprising principal as provided in a Payment Schedule. "Prepayment Price" means the amount so designated and set forth opposite a Payment Date in a Payment Schedule indicating the amount for which Lessee may purchase the related Equipment Group as of such Payment Date after making the Rental Payment due on such Payment Date. "Rental Payment" means each payment due from Lessee to Lessor on a Payment Date. "Specifications" means the bid specifications and /or purchase order pursuant to which Lessee has ordered any Equipment from a Vendor. "State" means the state or commonwealth in which Lessee is situated. "Vendor" means each of the manufacturers or vendors from which Lessee has ordered or with which Lessee has contracted for the manufacture, delivery and /or installation of the Equipment. Section 1.2. Exhibits Exhibit A : Equipment Schedule including form of Acceptance Certificate and form of Payment Schedule. Exhibit B : Form of Tax Agreement and Arbitrage Certificate (Escrow). Exhibit C : Form of Resolution of the Governing Body of Lessee relating to each Lease (Escrow). Exhibit D : Form of Incumbency Certificate as to each officer or representative of Lessee executing this Agreement or any Lease. Exhibit E : Form of Opinion of Counsel to Lessee. Exhibit F : Form of Escrow Agreement. Exhibit G -1 : Form of Confirmation of Outside Insurance. Exhibit G -2 : Form of Questionnaire for Self - Insurance and Addendum to Equipment Schedule Relating to Self- Insurance. ARTICLE II. LEASE OF EQUIPMENT Section 2.1. Acquisition of Equipment Prior to the addition of any Equipment Group, Lessee shall provide Lessor with a description of the equipment proposed to be subject to a Lease hereunder, including the cost and vendor of such equipment, the expected delivery date and the desired lease terms for such equipment, and such other information as Lessor may require. If Lessor, in its sole discretion, determines the proposed equipment may be subject to a Lease hereunder, Lessor shall furnish to Lessee a proposed Equipment Schedule relating to the Equipment Group for execution by Lessee and then Lessor. By execution hereof, Lessor has made no commitment to lease any equipment to Lessee. The decision whether Lessor enters into any Lease shall be solely within Lessor's discretion. Section 2.2. Disbursement Lessor shall have no obligation to make any disbursement to a Vendor or reimburse Lessee for any payment made to a Vendor for an Equipment Group (or, if the escrow procedure described in Section 2.4 hereof is utilized, consent to a disbursement by Escrow Agent) until five (5) business days after Lessor has received all of the following in form and substance satisfactory to Lessor: (a) a completed Equipment Schedule executed by Lessee; (b) a completed Acceptance Certificate in the form included with Exhibit A hereto executed by Lessee; (c) a certified copy of a resolution or evidence of other official action taken by or on behalf of Lessee to authorize the acquisition of the Equipment Group on the terms provided in such Equipment Schedule; (d) a Tax Agreement and Arbitrage Certificate in the form of Exhibit B attached hereto executed by an authorized official of Lessee; (e) evidence of insurance with respect to the Equipment Group in compliance with Article VII of this Agreement; (f) Vendor invoice(s) and /or bill(s) of sale relating to the Equipment Group in form and substance satisfactory to Lessor, and /or if such invoices have been paid by Lessee, evidence of payment thereof and evidence of official intent to reimburse such payment as required by the Code; (g) financing statements naming 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 part of such Equipment Group and is subject to certificate of title laws; (h) a fully completed and executed Form 8038 -G or 8038 -GC, as applicable; (i) an opinion of counsel to Lessee substantially in the form of Exhibit E hereto, Q) evidence of payment and performance bonds required by the Equipment Schedule, if applicable, and (k) any other documents or items reasonably required by Lessor. In addition, any such disbursement by Lessor shall be subject to (a) no Event of Default having occurred and (b) no material adverse change in Lessee's business, assets, operations, financial condition or results of operations. Section 2.3. Lease; Possession and Use Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from 2 /5 /2015:BQ- ESC.D0C /,ev.07 /12. st1 2 Lessor, upon the terms and conditions set forth herein. Lessee shall have quiet use and enjoyment of and peaceably have and hold each Equipment Group during the related Lease Term, except as expressly set forth in this Agreement. Section 2.4. Escrow Procedure If Lessor and Lessee agree that the cost of an Equipment Group is to be paid from an Escrow Account: (a) Lessor and Lessee shall execute an Escrow Agreement substantially in the form of Exhibit F; (b) Lessor and Lessee shall execute an Equipment Schedule relating to such Equipment Group; and (c) Lessor shall deposit an amount equal to the cost of the Equipment Group into the Escrow Account. All amounts deposited by Lessor into the Escrow Account shall constitute a loan from Lessor to Lessee which shall be repaid by the Rental Payments due under the related Lease. ARTICLE III. TERM Section 3.1. Term This Agreement shall be in effect from the Agreement Date until the earliest of (a) termination under Section 3.2 or (b) termination under Section 12.2. Each Lease with respect to an Equipment Group shall be in effect for a Lease Term commencing upon the Lease Date and ending as provided in Section 3.5. Section 3.2. Termination by Lessee In the sole event of Non - Appropriation, this Agreement and each Lease hereunder shall terminate, in whole, but not in part, as to all Equipment effective upon the last day of the Fiscal Year for which funds were appropriated, in the manner and subject to the terms specified in this Article. Lessee may effect such termination by giving Lessor a written notice of termination and by paying to Lessor any Rental Payments and other amounts which are due and have not been paid at or before the end of its then current Fiscal Year. Lessee shall endeavor to give notice of such termination not less than ninety (90) days prior to the end of the Fiscal Year for which appropriations were made, and shall notify Lessor of any anticipated termination. In the event of termination of this Agreement as provided in this Section, Lessee shall comply with the instructions received from Lessor in accordance with Section 12.3. Section 3.3. Effect of Termination Upon termination of this Agreement as provided in Section 3.2, Lessee shall not be responsible for the payment of any additional Rental Payments coming due in succeeding Fiscal Years, but if Lessee has not complied with the instructions received from Lessor in accordance with Section 12.3, the termination shall nevertheless be effective, but Lessee shall be responsible for the payment of damages in an amount equal to the amount of the Rental Payments that would thereafter have come due if this Agreement had not been terminated and which are attributable to the number of days after which Lessee fails to comply with Lessor's instructions and for any other loss suffered by Lessor as a result of Lessee's failure to take such actions as required. Section 3.4. Non - substitution Omitted Intentionally. Section 3.5. Termination of Lease Term The Lease Term with respect to any Lease will terminate upon the occurrence of the first of the following events: (a) the termination of this Agreement by Lessee in accordance with Section 3.2; (b) the payment of the Prepayment Price by Lessee pursuant to Article V; (c) an Event of Default by Lessee and Lessor's election to terminate such Lease pursuant to Article XII; or (d) the payment by Lessee of all Rental Payments and all other amounts authorized or required to be paid by Lessee pursuant to such Lease. ARTICLE IV. RENTAL PAYMENTS Section 4.1. Rental Pavments Lessee agrees to pay the Rental Payments due as specified in the Payment Schedule in Exhibit A. A portion of each Rental Payment is paid as Interest as specified in the Payment Schedule of each Lease, and the first Rental Payment will include Interest accruing from the Funding Date. Lessor is authorized to insert the due date of the first Rental Payment in the Payment Schedule in Exhibit A. All Rental Payments shall be paid to Lessor, or to such assignee(s) Lessor has assigned as stipulated in Article XI, at such places as Lessor or such assignee(s) may from time to time designate by written notice to Lessee. Lessee shall pay the Rental Payments with lawful money of the United States of America from moneys legally available therefor. Section 4.2. Current Expense The obligations of Lessee, including its obligation to pay the Rental Payments due in any Fiscal Year of a Lease Term, shall constitute a current expense of Lessee for such Fiscal Year and shall not constitute an indebtedness of Lessee within the meaning of the Constitution and laws of the State. Nothing herein shall constitute a pledge by Lessee of any taxes or other moneys (other than moneys lawfully appropriated from time to time by or for the benefit of Lessee for this Agreement and the Net Proceeds of the Equipment) to the payment of any Rental Payment or other amount coming due hereunder. Section 4.3. Unconditional Rental Payments Lessee's obligation to make Rental Payments and any other payments hereunder shall be absolute and unconditional. Lessee shall make these payments when due and shall not withhold any of these payments pending final resolution of any disputes. Lessee shall not assert any right of set -off or counterclaim against its obligation to make these payments. Lessee's obligation to make Rental Payments or other payments shall not be abated through accident, unforeseen circumstances, failure of the Equipment to perform as desired, damage or destruction to the Equipment, loss of possession of the Equipment or obsolescence of the Equipment. Lessee shall be obligated to continue to make payments required of it by this Agreement if title to, or temporary use of, the Equipment or any part thereof shall be taken under exercise of the power of eminent domain. Section 4.4. Rental Payment Adjustment If, during the Lease Term for any Lease, the federal corporate income tax rate decreases (whether or not Lessor is actually taxed at the maximum marginal statutory rate) or the federal tax laws are changed to reduce or cap the benefit of the tax exemption for Interest on the Lease (whether or not Lessor is actually subject to such reduction or cap), the annual Interest rate on each Lease shall be adjusted as follows: (a) the Interest rate shall be divided by 0.65, (b) the resulting quotient 2/5/2015:B Q-E S C. DOC/rev. 07/12. st1 shall be multiplied by the difference between 1.0 and the actual new maximum federal corporate income tax rate or the effective maximum federal corporate income tax rate after giving effect to any reduction or cap on the benefit of the tax exemption, as applicable, and (c) the resulting amount shall be the new Interest rate for such Lease. Such increase in the Interest rate shall take effect on the effective date of the change in federal tax laws, and shall be applicable to all Leases then in effect. For the fiscal year of Lessee in which the effective date of the change in federal tax law falls, the increased Interest accruing shall be due and payable on the first Rental Payment date in the fiscal year of Lessee following the fiscal year in which the effective date of the change in federal tax law falls. Appropriation of said increased Interest shall be subject to Section 3.2 and failure to appropriate such increased Interest shall result in a termination of the Lease under Section 3.3. Upon an increase in the Interest rate under this Section, Lessor shall provide to Lessee a revised Payment Schedule for each Lease reflecting the increased Interest rate. ARTICLE V. OPTION TO PREPAY Section 5.1. Option to Prepay Lessee shall have the option to prepay its obligations under any Lease in whole but not in part on any Payment Date for the then applicable Prepayment Price (which shall include a prepayment fee) as set forth in the related Payment Schedule, provided there has been no Non - Appropriation or Event of Default. Section 5.2. Exercise of Option Lessee shall give notice to Lessor of its intention to exercise its option not less than thirty (30) days prior to the Payment Date on which the option will be exercised and shall pay to Lessor not later than such Payment Date an amount equal to all Rental Payments and any other amounts then due or past due under the related Lease (including the Rental Payment due on the Payment Date on which the option shall be effective and the applicable Prepayment Price set forth in the related Payment Schedule. In the event that all such amounts are not received by Lessor on such Payment Date, such notice by Lessee of exercise of its option to prepay shall be void and the related Lease shall continue in full force and effect. Section 5.3. Release of Lessor's Interest Upon receipt of the Prepayment Price in good funds with respect to any Equipment Group, the Lease with respect to such Equipment Group shall terminate and Lessee shall become entitled to such Equipment Group AS IS, WHERE IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except that such Equipment Group shall not be subject to any lien or encumbrance created by or arising through Lessor. ARTICLE VI. REPRESENTATIONS, WARRANTIES AND COVENANTS Section 6.1. Representations and Warranties of Lessee Lessee represents and warrants as of the Agreement Date and as of each Lease Date as follows: (a) Lessee is a state or political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and existing under the Constitution and laws of the State, and is authorized under the Constitution and laws of the State to enter into this Agreement, each Lease and the transactions contemplated hereby and thereby, and to perform all of its obligations under this Agreement and each Lease. (b) The execution and delivery of this Agreement and each Lease have been duly authorized by all necessary action of Lessee's governing body and such action is in compliance with all public bidding and other State and federal laws applicable to this Agreement, each Lease and the acquisition and financing of the Equipment by Lessee. (c) This Agreement and each Lease have been duly executed and delivered by and constitutes the valid and binding obligation of Lessee, enforceable against Lessee in accordance with their respective terms. (d) The execution, delivery and performance of this Agreement and each Lease by Lessee shall not (i) violate any State or federal law or local law or ordinance, or any order, writ, injunction, decree, or regulation of any court or other governmental agency or body applicable to Lessee, or (ii) conflict with or result in the breach or violation of any term or provision of, or constitute a default under, any note, bond, mortgage, indenture, agreement, deed of trust, lease or other obligation to which Lessee is bound. (e) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Lessee's knowledge, threatened against or affecting Lessee, challenging Lessee's authority to enter into this Agreement or any Lease or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of this Agreement or any Lease. (f) No lease, rental agreement, lease - purchase agreement, payment agreement or contract for purchase to which Lessee has been a party at any time during the past ten (10) years has been terminated by Lessee as a result of insufficient funds being appropriated in any Fiscal Year. No event has occurred which would constitute an event of default under any debt, revenue bond or obligation which Lessee has issued during the past ten (10) years. (g) Lessee or Lessee's governing body has appropriated and /or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments during the current Fiscal Year, and such moneys will be applied in payment of all Rental Payments due and payable during such current Fiscal Year. (h) Lessee has an immediate need for, and expects to make immediate use of, the Equipment, which need is not temporary or expected to diminish during the applicable Lease Tenn. Lessee presently intends to continue each Lease hereunder for its entire Lease Term and to pay all Rental Payments relating thereto. 2 /5 /2015:SQ- ESC.DOC /rev.07/ 12.st1 Section 6.2. Covenants of Lessee Lessee agrees that so long as any Rental Payments or other amounts due under this Agreement remain unpaid: (a) Lessee shall not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or regulation or in a manner contrary to that contemplated by this Agreement. Lessee shall obtain and maintain all permits and licenses necessary for the installation and operation of the Equipment. Lessee shall not, without the prior written consent of Lessor, affix or install any accessory equipment or device on any of the Equipment if such addition would change or impair the originally intended functions, value or use of such Equipment. (b) Lessee shall provide Lessor access at all reasonable times to examine and inspect the Equipment and provide Lessor with such access to the Equipment as may be reasonably necessary to perform maintenance on the Equipment in the event of failure by Lessee to perform its obligations hereunder. (c) Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or other claim with respect to the Equipment, other than the respective rights of Lessor and Lessee as herein provided. Lessee shall promptly, at its own expense, take such actions as may be necessary duly to discharge or remove any such claim if the same shall arise at any time. Lessee shall reimburse Lessor for any expense incurred by Lessor in order to discharge or remove any such claim. (d) The person or entity in charge of preparing Lessee's budget will include in the budget request for each Fiscal Year the Rental Payments to become due during such Fiscal Year, and will use all reasonable and lawful means available to secure the appropriation of money for such Fiscal Year sufficient to pay all Rental Payments coming due therein. Lessor acknowledges that appropriation for Rental Payments is a governmental function which Lessee cannot contractually commit itself in advance to perform. Lessee acknowledges that this Agreement does not constitute such a commitment. However, Lessee reasonably believes that moneys in an amount sufficient to make all Rental Payments can and will lawfully be appropriated and made available to permit Lessee's continued utilization of the Equipment in the performance of its essential functions during the applicable Lease Terms. (e) Lessee will only use the Equipment will be used by only for the purpose of performing Lessee's essential governmental functions. (f) Lessee shall assure that its obligation to pay Rental Payments is not directly or indirectly secured by any interest in property, other than the Equipment, and that the Rental Payments will not be directly or indirectly secured by or derived from any payments of any type or any fund other than Lessee's general purpose fund. (g) Lessee shall deliver to Lessor (i) annual audited financial statements within 180 days each Fiscal Year end; (ii) its annual budget for the succeeding Fiscal Year when approved but not later than 45 days prior to its current Fiscal Year end; and (iii) such other financial statements and information relating to the ability of Lessee to satisfy its obligations under this Agreement and each Lease as may be reasonably requested by Lessor from time to time. (h) Lessee shall promptly and duly execute and deliver to Lessor such further documents, instruments and assurances and take such further action as Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder. Section 6.3. Tax Related Representations, Warranties and Covenants (a) General. Lessee agrees that it will not take or fail to take any action that would cause the Interest portion of Rental Payments under any Lease to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes. (b) Incorporation of Tax Agreement and Arbitrage Certificate. As of each Lease Date and with respect to each Lease, Lessee makes each of the representations, warranties and covenants contained in the Tax Agreement and Arbitrage Certificate delivered with respect to such Lease. Each such Tax Agreement and Arbitrage Certificate is incorporated herein and made a part of this Agreement. (c) Event of Taxability. If Lessor either (i) receives notice, in any form, from the Internal Revenue Service or (ii) reasonably determines, based on an opinion of independent tax counsel selected by Lessor, that Lessor may not exclude any Interest paid under any Lease from its Federal gross income (each an "Event of Taxability"), Lessee shall pay to Lessor upon demand (x) an amount which, with respect to Rental Payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the Interest due through the date of such event), will restore to Lessor its after -tax yield (assuming tax at the highest marginal tax rate and taking into account the time of receipt of Rental Payments and reinvestment at the after -tax yield rate) on the transaction evidenced by such Lease through the date of such event and (y) as additional Rental Payments to Lessor on each succeeding Payment Date such amount as will maintain such after -tax yield to Lessor. ARTICLE VII. INSURANCE AND RISK OF LOSS Section 7.1. Liability and Property Insurance. Lessee shall, at its own expense, procure and maintain continuously in effect during each Lease Term: (a) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way connected to the Equipment sufficient to protect Lessor and its assigns from liability in all events, with a coverage of not less than $1,000,000 per occurrence unless specified differently in the related Equipment Schedule, and (b) insurance against such hazards as Lessor may require, including, but not limited to, all -risk casualty and property insurance, in an amount equal to the greater of the full replacement cost of the Equipment or the applicable Prepayment Price. 2/5/2015: B Q -E S C. DO C /rev. 07/12, s tl Section 7.2. Workers' Compensation Insurance If required by State law, Lessee shall carry workers' compensation insurance covering all employees on, in, near or about the Equipment, and upon request, shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term. Section 7.3. Insurance Requirements. (a) Insurance Policies. All insurance policies required by this Article shall be taken out and maintained with insurance companies acceptable to Lessor and shall contain a provision that thirty (30) days prior to any change in the coverage the insurer must provide written notice to the insured parties. No insurance shall be subject to any co- insurance clause. Each insurance policy shall name Lessor and its assigns as an additional insured party and loss payee regardless of any breach of warranty or other act or omission of Lessee and shall include a lender's loss payable endorsement for the benefit of Lessor and its assigns. Prior to the delivery of Equipment, Lessee shall deposit with Lessor evidence satisfactory to Lessor of such insurance and, prior to the expiration thereof, shall provide Lessor evidence of all renewals or replacements thereof. (b) Self Insurance. With Lessor's prior consent, Lessee may self - insure the Equipment by means of an adequate insurance fund set aside and maintained for that purpose which must be fully described in a letter delivered to Lessor in form acceptable to Lessor. (c) Evidence of Insurance. Lessee shall deliver to Lessor upon acceptance of any Equipment evidence of insurance which complies with this Article VII with respect to such Equipment to the satisfaction of Lessor, including, without limitation, the confirmation of insurance in the form of Exhibit G -1 attached hereto together with Certificates of Insurance, when available, or the Questionnaire for Self - Insurance and Addendum to Equipment Schedule Relating to Self - Insurance in the form of Exhibit G -2 attached hereto, as applicable. Section 7.4. Risk of Loss To the extent permitted by applicable laws of the State, as between Lessor and Lessee, Lessee assumes all risks and liabilities from any cause whatsoever, whether or not covered by insurance, for loss or damage to any Equipment and for injury to or death of any person or damage to any property. Whether or not covered by insurance, Lessee hereby assumes responsibility for and agrees to indemnify Lessor from all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses, including reasonable attorneys' fees, imposed on, incurred by or asserted against Lessor that relate to or arise out of this Agreement, including but not limited to, (a) the selection, manufacture, purchase, acceptance or rejection of Equipment or the ownership of the Equipment, (b) the delivery, lease, possession, maintenance, use, condition, return or operation of the Equipment, (c) the condition of the Equipment sold or otherwise disposed of after possession by Lessee, (d) the conduct of Lessee, its officers, employees and agents, (e) a breach of Lessee of any of its covenants or obligations hereunder, (f) any claim, loss, cost or expense involving alleged damage to the environment relating to the Equipment, including, but not limited to investigation, removal, cleanup and remedial costs, and (g) any strict liability under the laws or judicial decisions of any state or the United States. This provision shall survive the termination of this Agreement. Section 7.5. Destruction of Equipment Lessee shall provide a complete written report to Lessor immediately upon any loss, theft, damage or destruction of any Equipment and of any accident involving any Equipment. Lessor may inspect the Equipment at any time and from time to time during regular business hours. If all or any part of the Equipment is stolen, lost, destroyed or damaged beyond repair ( "Damaged Equipment "), Lessee shall within thirty (30) days after such event either: (a) replace the same at Lessee's sole expense with equipment having substantially similar Specifications and of equal or greater value to the Damaged Equipment immediately prior to the time of the loss occurrence, and otherwise satisfactory to Lessor, whereupon such replacement equipment shall be substituted in the applicable Lease and the other related documents by appropriate endorsement or amendment; or (b) pay the applicable Prepayment Price of the Damaged Equipment determined as set forth in the related Equipment Schedule. Lessee shall notify Lessor of which course of action it will take within fifteen (15) days after the loss occurrence. If, within forty-five (45) days of the loss occurrence, (a) Lessee fails to notify Lessor; (b) Lessee and Lessor fail to execute an amendment to the applicable Equipment Schedule to delete the Damaged Equipment and add the replacement equipment or (c) Lessee has failed to pay the applicable Prepayment Price, then Lessor may, at its sole discretion, declare the applicable Prepayment Price of the Damaged Equipment, to be immediately due and payable. The Net Proceeds of insurance with respect to the Damaged Equipment shall be made available by Lessor to be applied to discharge Lessee' obligation under this Section. ARTICLE VIII. OTHER OBLIGATIONS OF LESSEE Section 8.1. Maintenance of Equipment Lessee shall notify Lessor in writing prior to moving the Equipment to another address and shall otherwise keep the Equipment at the address specified in the related Equipment Schedule. Lessee shall, at its own expense, maintain the Equipment in proper working order and shall make all necessary repairs and replacements to keep the Equipment in such condition including compliance with State and federal laws. Any and all replacement parts must be free of encumbrances and liens. All such replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the Equipment and as such, shall be subject to the terms of this Agreement. Section 8.2. Taxes Lessee shall pay all taxes and other charges which are assessed or levied against the Equipment, the Rental Payments or any part thereof, or which become due during the Lease Term, whether assessed against Lessee or Lessor, except as expressly limited by this Section. Lessee shall pay all utilities and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body that may be secured by a lien on the Equipment. Lessee shall not be required to pay any federal, state or local income, succession, transfer, franchise, profit, excess profit, capital stock, gross receipts, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made as a 2/5/2015:BQ -ESC. DOChm07/12, stl substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Section 8.3. Advances If Lessee shall fail to perform any of its obligations under this Article, Lessor may take such action to cure such failure, including the advancement of money, and Lessee shall be obligated to repay all such advances on demand, with interest at the rate of 18% per annum or the maximum rate permitted by law, whichever is less, from the date of the advance to the date of repayment. ARTICLE IX. TITLE Section 9.1. Title During the Lease Term, ownership and legal title of all Equipment and all replacements, substitutions, repairs and modification shall be in Lessee and Lessee shall take all action necessary to vest such ownership and title in Lessee. Lessor does not own the Equipment and by this Agreement and each Lease is merely financing the acquisition of such equipment for Lessee. Lessor has not been in the chain of title of the Equipment, does not operate, control or have possession of the Equipment and has no control over the Lessee or the Lessee's operation, use, storage or maintenance of the Equipment. Section 9.2. Security Interest All provisions referencing Lessor having a security interest in the Equipment are hereby cancelled and shall not have any force or effect. Lessor and Lessee agree that the Agreement does not result in the creation of any lien, charge, security interest or other encumbrance upon the Equipment or any other asset of Lessee. Section 9.3. Modification of Equipment Lessee will not, without the prior written consent of Lessor, affix or install any accessory equipment or device on any of the Equipment if such addition will change or impair the originally intended value, function or use of the Equipment. Section 9.4. Personal Property The Equipment is and shall at all times be and remain personal property and not fixtures. ARTICLE X. WARRANTIES Section 10.1. Selection of Equipment Each Vendor and all of the Equipment have been selected by Lessee. Lessor shall have no responsibility in connection with the selection of the Equipment, the ordering of the Equipment, its suitability for the use intended by Lessee, the acceptance by any Vendor or its sales representative of any order submitted, or any delay or failure by such Vendor or its sales representative to manufacture, deliver or install any Equipment for use by Lessee. Section 10.2. Vendor's Warranties Lessor hereby assigns to Lessee for and during the related Lease Tenn, all of its interest, if any, in all Vendor's warranties, guarantees and patent indemnity protection, express or implied issued on or applicable to an Equipment Group, and Lessee may obtain the customary services famished in connection with such warranties and guarantees at Lessee's expense. Lessor has no obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee. Section 10.3. Disclaimer of Warranties LESSEE ACKNOWLEDGES THAT THE EQUIPMENT IS OF A SIZE, DESIGN, CAPACITY, AND MANUFACTURE SELECTED BY LESSEE. LESSEE ACKNOWLEDGES THAT IT SELECTED THE EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR IS NOT A MANUFACTURER OF THE EQUIPMENT OR A DEALER IN SIMILAR EQUIPMENT, AND DOES NOT INSPECT THE EQUIPMENT BEFORE DELIVERY TO LESSEE. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE EQUIPMENT, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT. ARTICLE XI. ASSIGNMENT AND SUBLEASING Section 11.1. Assignment by Lessor Lessor, without Lessee's consent, may assign and reassign all of Lessor's right, title and /or interest in and to this Agreement or any Lease, including, but not limited to, the Rental Payments and other amounts payable by Lessee and Lessor's interest in the Equipment, in whole or in part to one or more assignees or subassignee(s) by Lessor at any time. No such assignment shall be effective as against Lessee unless and until written notice of the assignment is provided to Lessee. When presented with a notice of assignment, Lessee will acknowledge in writing receipt of such notice for the benefit of Lessor and any assignee. Lessee shall keep a complete and accurate record of all such assignments. Section 11.2. Assignment and Subleasing by Lessee Neither this Agreement nor any Lease or any Equipment may be assigned, subleased, sold, transferred, pledged or mortgaged by Lessee. ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES Section 12.1. Events of Default Defined The occurrence of any of the following events shall constitute an Event of Default under this Agreement and each Lease: (a) Lessee's failure to pay any Rental Payment or other amount required to be paid to Lessor within ten (10) days following the due date thereof (other than by reason of Non - Appropriation). (b) Lessee's failure to maintain insurance as required by Article VII. (c) With the exception of the above clauses (a) & (b), Lessee's failure to perform or abide by any condition, agreement or covenant 2 /5/2015:BQ- ESC.DOC/rev.07/ 12.st1 for a period of thirty (30) days after written notice by Lessor to Lessee specifying such failure and requesting that it be remedied, unless Lessor shall agree in writing to an extension of time prior to its expiration. (d) Lessor's determination that any representation, warranty or statement made by Lessee in or pursuant to this Agreement or any Equipment Schedule was untrue in any material respect upon execution of this Agreement or any Equipment Schedule. (e) The occurrence of an Event of Taxability. (f) The filing of a petition in bankruptcy or receivership or similar proceeding by or against Lessee, or failure by Lessee promptly to lift any execution, garnishment or attachment of such consequence as would impair the ability of Lessee to carry on its governmental functions or assignment by Lessee for the benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of any adjustment of indebtedness of Lessee, or the dissolution or liquidation of Lessee. [(g) Lessee's failure to pay any indebtedness when due or Lessee's failure to perform any other obligation thereunder which gives the holder of such indebtedness the right to accelerate the indebtedness, the principal amount of such indebtedness constitutes at least 10% of Lessee's aggregate current long- and short-term indebtedness.] Section 12.2. Remedies on Default In the event of default by Lessee under the Agreement, Lessor's sole remedies shall be to sue Lessee for compensatory damages, which Lessee agrees to pay and which are hereby agreed to be the Prepayment Price applicable to the immediately preceding rental payment due date, as set forth on the Payment Schedule, plus any rental payments accrued and unpaid as of the date default, provided that in the event that Lessee voluntarily returns the Equipment to Lessor to a location specified by Lessor, at Lessee's sole risk, cost and expense and in the condition required by Section 8.1 of the Agreement, Lessor shall not have any further remedies against Lessee. Lessor shall also have the right in the event of default to exercise any other right, remedy or privilege which may be available to it, including without limitation proceedings by appropriate court action to require specific performances of any provision of the Agreement other than Lessee's covenant to return possession of and title to the Equipment, which covenant shall not be subject to enforcement by specific performance. Lessee shall remain liable for all legal fees and other costs and expenses; including court costs, incurred by Lessor in the enforcement of its remedies under the Agreement except to the extent prohibited by the Constitution and laws of the State of Florida. Section 12.3. Return of Equipment: Release of Lessee's Interest With respect to any provision of the Agreement requiring Lessee to return all or any portion of the Equipment to Lessor or to transfer title to all or any portion of the equipment to Lessor, Lessee agrees to voluntarily do so. In the event that Lessee fails for refuses to return or transfer the Equipment or title thereto voluntarily as set forth above, Lessor acknowledges that the Agreement does not and shall not create a right in Lessor to involuntarily dispossess Lessee of title to or possession of all or any item of the Equipment. In lieu of such right Lessor shall be entitled to and Lessee agrees to pay to Lessor immediately, but only from Lessee's legally available and appropriated revenues from sources other than ad valorem or other taxes, the Prepayment Price applicable to the immediately preceding rental payment due date, as set forth on the Payment Schedule, plus any rental payments accrued and unpaid as of the date of such payment. Section 12.4 Late Charge Lessor shall have the right to require late payment charge for each Rental or any other amount due hereunder which is not paid within 10 days of the date when due equal to the lesser of 5% of each late payment or the legal maximum. This Section is only applicable to the extent it does not affect the validity of this Agreement. Section 12.5 No Remedy Exclusive. Each of the rights and remedies under this Agreement and each Lease is cumulative and may be enforced separately or concurrently. No course of dealing or conduct between Lessor and Lessee shall be effective to amend, modify or change any provisions of this Agreement or any Lease. No failure or delay by Lessor to insist upon the strict performance of any term, covenant or agreement of the Agreement or any Lease, or to exercise any right, power or remedy consequent upon a breach thereof, shall constitute a waiver of any such term, covenant or agreement or of any such breach, or preclude Lessor from exercising any such right, power or remedy at any later time or times. ARTICLE XIII. MISCELLANEOUS PROVISIONS Section 13.1. Notices All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its address specified beneath each party's signature, or at such address 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 specified in this Section 13.1. Section 13.2. Binding Effect This Agreement and each Lease hereunder shall be binding upon and shall inure to the benefit of Lessor and Lessee and their respective successors and assigns. Specifically, as used herein the term "Lessor" means any person or entity to whom Lessor has assigned its right to receive Rental Payments under any Lease. Section 13.3. Severability In the event any provision of this Agreement or any Lease 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 13.4. Entire Agreement; Amendments This 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. This Agreement may be amended or modified only by written documents duly authorized, executed and delivered by Lessor and Lessee. 2 /5 /2015:BQ- ESC.DOC /rev, 07/12. stl Section 13.5. Captions The captions or headings in this 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 13.6. 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 reasonably be required for correcting any inadequate or incorrect description of the Equipment hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this Agreement. Lessee hereby authorizes Lessor to file any financing statement or supplements thereto as may be reasonably required for correcting any inadequate description of the Equipment hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this Agreement Section 13.7. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State. Section 13.8. Usury It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary herein or in any Equipment Schedule, in no event shall this Agreement or any Lease hereunder require the payment or permit the collection of interest or any amount in the nature of interest or fees in excess of the maximum amount permitted by applicable law. Any such excess interest or fees shall first be applied to reduce Principal, and when no Principal remains, refunded to Lessee. In determining whether the interest paid or payable exceeds the highest lawful rate, the total amount of interest shall be spread through the applicable Lease Term so that the interest is uniform through such term. Section 13.9. Lessee's Performance A failure or delay of Lessor to enforce any of the provisions of this Agreement or any Lease shall in no way be construed to be a waiver of such provision. Section 13.10. Waiver of Jury Trial Lessor and Lessee hereby waive any right to trial by jury in any action or proceeding with respect to, in connection with or arising out of this Agreement. Section 13.11. USA Patriot Act Compliance Notification. Lessor hereby notifies Lessee that pursuant to the requirements of the USA PATRIOT Act (the "Act "), it is required to obtain, verify and record information that identifies Lessee, which information includes the name and address of Lessee and other information that will allow Lessor to identify Lessor in accordance with the Act. Lessee shall, promptly upon Lessor's request, provide all documentation and other information that Lessor requests in order to comply with its ongoing obligations under applicable "know your customer" and anti -money laundering rules and regulations, including the Act. [SIGNATURE PAGES FOLLOW] [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 2/5/2015 BQ- ESC.DOC /rev.07 /12.st1 N, EXECUTION PAGE OF MASTER LEASE AGREEMENT LEASE NUMBER 09728 IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly authorized officer, and Lessee has caused this Agreement to be executed in its name by its duly authorized officer. SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessor By:_ Name Title: Address: 120 East Baltimore St. 23` Floor Baltimore, NvID 21202 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. APPROVED: CITY OF OCOEE, FLORIDA S. Scott Vandergrift, Mayor DATE: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON 2015 UNDER AGENDA ITEM NO. 2/5/2015.13 Q -ESC. DOC /rev.07 /12.st1 10 EXHIBIT A EQUIPMENT SCHEDULE NO. 01 TO LEASE NO. 09728 The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as March 1, 2015 (the "Agreement ") between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and Lessee hereby reaffirms as of the Lease Date (as defined below) each of its representations, warranties and covenants contained in the Agreement. The Lease Date for this Equipment Schedule is (the "Lease Date "). 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 as of the Lease Date. 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 $341,586.70 (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 Equipment set forth below: VENDORS: AutoNation Alan Jay EQUIPMENT: VARIOUS POLICE VEHICLES AND ACCESSORIES ATTACHED, HERETO; The Equipment Group is essential to the governmental functions of Lessee. 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, Florida 34761 (Orange county) [Signatures appear on the following page.] 2/5/2015 BQ- ESC /STB. DOC /rm 07/ 12, st I IN WITNESS WHEREOF, Lessor has caused this Equipment Schedule No. 01 to Lease No. 09728 to be executed in its corporate name by its duly authorized officer, and Lessee has caused this Equipment Schedule to be executed in its name by its duly authorized officer. SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessor By:_ Name Title: Address: 120 East Baltimore St. 23` Floor Baltimore, MD 21202 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_. SI UFFIELD, LOWMAN & WILSON, P.A. By: Scott A. Cookson, City Attorney APPROVED: CITY OF OCOEE, FLORIDA S. Scott Vandergrift, Mayor DATE: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON 2015 UNDER AGENDA ITEM NO. 2/5/2015 :BQ -ESC. DDC /r- 07 /12.stl Lease No.: 09728 + Equipment Schedule: 01 ACCEPTANCE CERTIFICATE I, the undersigned, hereby certify that I am the duly qualified and acting officer of 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: 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. I 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 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 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 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: S. Scott Vandergrift Title: Mayor Date: 2 /5 /2015:BQ- ESC.DOC /rev.07/ 12.st1 Lease Number: 09728 Equipment Schedule: 01 PAYMENT SCHEDULE The Funding Date with respect to the above referenced Equipment Group shall be March 1, 2015. The annual Interest rate applicable to the Equipment Group shall be 1.65°/x The amounts of the interest component of Rental Payments payable under this Equipment Schedule have been calculated based on the assumption that the proceeds of this Equipment Schedule were disbursed on the Funding Date and such payments of interest component will be payable as set forth in this Payment Schedule regardless of when the proceeds of this Equipment Schedule were actually disbursed. The first Rental Payment is due on March 1, 2015 and subsequent payments are due quarterly as set forth below. Payment Payment Total Principal Interest Prepayment Number Date Payment Component Component Price 1 3/1/2015 29,114.46 29,114.46 - NA 2 6/1/2015 29,114.46 27,825.50 1,288.95 284,646.74 3 9/1/2015 29,114.46 27,940.28 1,174.17 256,706.46 4 12/1/2015 29,114.46 28,055.54 1,058.92 228,650.92 5 3/1/2016 29,114.46 28,171.27 943.19 200,479.65 6 6/1/2016 29,114.46 28,287.47 826.98 172,192.18 7 9/1/2016 29,114.46 28,404.16 710.30 143,788.02 8 12/1/2016 29,114.46 28,521.33 593.13 115,266.69 9 3/1/2017 29,114.46 28,638.98 475.48 86,627.71 10 6/1/2017 29,114.46 28,757.12 357.34 57,870.59 11 9/1/2017 29,114.46 28,875.74 238.72 28,994.85 12 12/1/2017 29,114.46 28,994.85 119.60 (0.00) Total 349,373.48 341,586.70 7,786.78 PAYMENT SCHEDULE SIGNATURE PAGE 2/5/2015:BQ- ESC /STB. DOC/rev.07 /12st1 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. 0 Scott A. Cookson, City Attorney * After payment of Rental Payment due on such date. APPROVED: 40 CITY OF OCOEE, FLORIDA S. Scott Vandergrift, Mayor DATE: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON , 2015 UNDER AGENDA ITEM NO. 2 /5 /2015:BQ- ESC.DOC /rev.07 /12, stl EXHIBIT B [Escrow] V-'.4 Lease Number: 09728 r Equipment Schedule: 01 TAX AGREEMENT AND ARBITRAGE CERTIFICATE This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate ") is executed and delivered as of the Lease Date (the "Lease Date ") specified in the Equipment Schedule referenced above (the "Equipment Schedule ") 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 Florida (the "Agreement ") and 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 the 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 $341,586.70 (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 Lease Date and held by SUNTRUST BANK, as escrow agent ( "Escrow Agent ") pending acquisition of the Equipment under the terms of that certain Escrow Agreement dated as of the Lease Date (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- Arbitralle 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 therefor. 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 Lease Date, (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 2/512015: B Q -E S C/S TB. DO C /rev. 07/12. st I 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 Lease Date, 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 Lease Date. 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 in excess of the yield on the Lease. 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 no later than 18 months from the actual Lease date. (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 Lease Date 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 Lease Date; 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 Lease Date; and one hundred percent (100 %) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment by no later than 18 months from the actual Lease Date. [(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 $5,000,000. 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 ' Not applicable to all transactions; see amount limitation. 2/5/2 015: B Q -ES C. DO Ch— 07/12 . s t 1 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 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. 2 /5 /2015:BQ- ESC.DOC /rev.07/ 12st1 Date. IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of the Lease s APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Beth Eikenberry, City Clerk S. Scott Vandergrift, Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY TI-IE 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 BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON 2015 UNDER AGENDA ITEM NO. 215/2015:BQ -ESC. DO C/rev. 07/12. stl EXHIBIT C [Escrow] Lease Number: 09728 11 ea Equipment Schedule: 01 At a duly called meeting of the governing body of Lessee held in accordance with all applicable legal requirements, inclu ' g open meeting laws, on the day of the following resolution was introduced and adopted: RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE AGREEMEN , EQUIPMENT SCHEDULE NO. 01, AN ESCROW AGREEMENT, AND RELATED INSTRUMENTS, AND DETE INING OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the governing body of CITY OF OCOEE, FLORIDA ( "Lessee ") desires to obtain certain quipment (the "Equipment') described in Equipment Schedule No. 01 to the Master Lease Agreement (collectively, the " ease "), between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ( "Lessor ") and Lessee, the form of which has een available for review by the governing body of Lessee prior to this meeting; and WHEREAS, the Equipment is essential for Lessee to perform its governmental functions; and WHEREAS, the funds made available under the Lease will be deposited with SUNT��R ST BANK ( "Escrow Agent') pursuant to an Escrow Agreement between Lessor, Lessee and Escrow Agent (the "Escrow Agree ent') and will be applied to the acquisition of the Equipment in accordance with said Escrow Agreement; and / WHEREAS, Lessee has satisfied the legal requirements, including those relati -rfg to any applicable public bidding requirements, to arrange for the acquisition of the Equipment and the execution and delivery of thee'ase and the Escrow Agreement; and WHEREAS, Lessee proposes to enter into the Lease with SUNTRUS EQUIPMENT FINANCE & LEASING CORP. and the Escrow Agreement with Lessor and Escrow Agent substantially in the form, presented to this meeting. NOW, THEREFORE, BE IT RESOLVED BY THE G7�, RING BODY OF LESSEE AS FOLLOWS: Section 1 . It is hereby found and determined that the s o f the Lease and the Escrow Agreement (collectively, the "Financing Documents ") in substantially the forms presented to tl�•is meeting and incorporated in this resolution are in the best interests of Lessee for the acquisition of the Equipment. Section 2 . The Financing Documents and the acquisition and financing of the Equipment under the terms and conditions as described in the Financing Documents are hereby approv d. The Mayor of Lessee and any other officer of Lessee who shall have power to execute contracts on behalf of Lessee be, and each of them hereby is, authorized to execute, acknowledge and deliver the Financing Documents with any changes, insertions and omissions therein as may be approved by the officers who execute the Financing Documents, such approval to be conclusively evidence by such execution and delivery of the Financing Documents. The City Clerk of Lessee and any other officer of Lessee who shall Vve power to do so be, and each of them hereby is, authorized to affix the official seal of Lessee to the Financing Documents and attest the same. Section 3 . The proper officers of Lessee be, and each of them hereby is, authorized and directed to execute and deliver any and all papers, instruments, opinionss c certificates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary or proper for carryifig out this resolution and the Financing Documents. Section 4 . Pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code "), Lessee hereby specifically designates the Lease as a "qualified tax - exempt obligation" for purposes of Section 265(b)(3) of the Code. Section 5 . This resolution shall take effect immediately. 2 /5 /2015: B Q- ESC /S TB. DO C/r ev.07/ 12. s t I The undersigned further certifies that as of the Lease Date specified in the Equipment Schedule 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. A APPROVED: ATTEST: CITY OF OCOEE, FLORIDA; Beth Eikenberry, City Clerk S. Scott Vandergrift, Mayor (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this day of 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 2015 UNDER AGENDA ITEM NO. 2/5/2015:BQ -ESC. DOC /rev.07 /12st1 EXHIBIT D f ° INCUMBENCY CERTIFICATE Lease No.: 09728 Equipment Schedule: 01 I do hereby certify that as of the Lease Date specified in the Equipment Schedule above (the "Lease Date ") that I 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 ( "Lessee "), 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 March 1, 2015 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 TITLE S. Scott Vandergrift Mayor SIGNATURE IN WITNESS WHEREOF, I have duly executed this certificate as of the Lease Date. By: Name: Beth Eikenberry Title: City Clerk 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. M Scott A. Cookson, City Attorney APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON 2015 UNDER AGENDA ITEM NO. PHONE NUMBER 2/5/2015:BQ- ESC /S TB. DOC/rev.07 /12. stl r EXHIBIT E [LETTERHEAD OF LESSEE'S COUNSEL] [DATE OF LEASE] SUNTRUST EQUIPMENT FINANCE & LEASING CORP. 120 East Baltimore St. 23 Floor Baltimore, Maryland 21202 Re: Master Lease Agreement dated as of March 1, 2015 (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 (the "Equipment Schedule," together with the Agreement, the "Lease ") [and the Escrow Agreement dated as of the Lease Date specified in the Equipment Schedule between Lessor, Lessee and SunTrust Bank, 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 as of the Lease Date specified in the Equipment Schedule: 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. 7. 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) 2/5 /2 0l 5: B Q -E S C/S TB. D O C /re v.07/ 12. st I ® 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 L 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 herefore. 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 H 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 thereunder 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. ARTICLE IL 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. 2/5/2015:13 Q- ESC /STB. DOC /rev.07 /12.st1 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 I, 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 1, 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. 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. 2/5/2015:DQ -ESC. DOC/rev. 07/12. stl 2 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 therefrom. 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 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 2 /5 /2015:BQ -ES C. DOChev. 07/12.A 3 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 (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 and /or Lessor shall be paid by Lessee the Escrow Agent Fee shown on Schedule I for the 2/ 5 /2015:BQ- ESC.DOC /rev.07 /12.st1 4 ordinary services to be rendered hereunder (the "Escrow Agency Fees ") from interest earnings from a deduction taken by Lessor and expressly authorized by Lessee at the time the Escrow Account is closed, 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 solely 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 "). Investment Fees are more fully delineated and defined in any prospectus referenced in or attached to the attached Schedule I. Other Investment Fees may apply for self - directed investment choices or for extraordinary investments outside the Qualified Investment defined herein. 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. Mercer 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. 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 2/5/2015: BQ -E S C. DOCI—. 0 7/12. stl 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 carry 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] 2/5/2015: BQ -ESC. DOC /rev.07 /12.st1 } EXECUTION PAGE OF ESCROW AGREEMENT 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 , 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 S. Scott Vandergrift, Mayor DATE: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON 2015 UNDER AGENDA ITEM NO. 2/5/2015:BQ -ESC. DOC /rev.07 /12stl 7 SCHEDULE I Lease Number: Equipment Schedule: Date of Escrow Agreement: Name of Lessee: Lessee's State / Commonwealth: Fees Initial Deposit Amount: Date of Master Lease Agreement: Beneficiary Name for Fund: Ending Date: Lessee's Address: INFORMATION TO COMPLETE ESCROW AGREEMENT 09728 001 CITY OF OCOEE, FLORIDA Florida d $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 the Ending Date. $341,586.70 March 1, 2015 CITY OF OCOEE, FLORIDA 150 North Lakeshore Drive Ocoee, FL 34761 Attention: S. Scott VanderQrift Lessee's Telephone: 407/905 -3100 ext. 1516 Lessee's Facsimile: 407/905 -3194 Lessee's Taxpayer Identification Number: 59- 6019764 Lessee's Authorized Representatives S. Scott Vandergrift/ Mayor [name /title] [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. 120 East Baltimore St, 23rd Floor Baltimore, Maryland 21202 Attention: Escrow Disbursement Coordinator Lessor's Telephone: Lessor's Facsimile: Lessor's Taxpayer Identification Number: 26- 1256148 [signature] [signature] 2/5 /2015'.B Q- ESC /STB. DOC /rev.07/ 12. stl Lease Number: 09728 Equipment Schedule: 001 EXHIBIT A PAYMENT REQUEST FORM NO. SUNTRUST BANK, as Escrow Agent under an Escrow Agreement dated as of (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/Payee Instructions Lessee hereby certifies that: Amount Equipment 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. 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, Lessee By: Name: Title: Date: SUNTRUST EQUIPMENT FINANCE & LEASING CORP. Lessor By: _ Name: Title: Date: 2/5/2015:DQ- ESC /STD. DOC /rm 07 /12.W EXHIBIT G -1 Lease No.: 09728 w Equipment Schedule: 01 TO: Newman Crane & Associates Insurance, Inc. P.O. Box 568946, Orlando, Fl 32856 Phone: 407/859 -3691, Fax 407/857 -0409 Gentlemen: CITY OF OCOEE, FLORIDA has entered into a Master Lease Agreement dated as of March 1, 2015 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 $341,586.70. b. 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: 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: VARIOUS POLICE VEHICLES AND ACCESSORIES ATTACHED, HERETO 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., 211 Perimeter Center Parkway, Suite 50,0 Atlanta GA 30326 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 S. Scott Vandergrift, Mayor DATE: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON 1 2015 UNDER AGENDA ITEM NO. 2/ 5 /2015:BQ- ESC.DOC /rev.07 /12.st1 2 w EXHIBIT G -2 Lease Number: 09728 Equipment Schedule: 01 QUESTIONNAIRE FOR SELF - INSURANCE TO MASTER LEASE AGREEMENT In connection with the Master Lease Agreement (the "Agreement "), dated as of March 1, 2015, made and entered into by and between SUNTRUST EQUIPMENT FINANCE & LEASING CORP.., as Lessor ( "Lessor "), and the lessee identified below, as Lessee ( "Lessee "), Lessee warrants and represents to Lessor the following information as of the Lease Date specified in the Equipment Schedule referenced above (the "Lease Date ") . 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 destruction to the Equipment. YES f NO (circle one) If yes, the dollar amount limit for propertNamdge 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. Selflnsurance 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 $ 2/5/2015:DQ- ESC /STB. DOC /rev.07 /12.stl 313. No SelfInsurance 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 oflnsurance 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 as of the Lease 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 Attachment CITY OF OCOEE, FLORIDA S. Scott Vandergrift, Mayor DATE: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON 1 2015 UNDER AGENDA ITEM NO. 2 /5 /2015.BQ- ESC.D0C /rev.07/ 12stl SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ADDENDUM TO EQUIPMENT SCHEDULE NO. 01 TO MASTER LEASE AGREEMENT (LEASE NO. 09728) RELATING TO SELF - INSURANCE THIS ADDENDUM is made as of the Lease Date specified in the Equipment Schedule referenced `above (the "Lease Date "), between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ( "Lessor ") and CITY OF OCO.EE, FLORIDA ( "Lessee "). X Recitals A. Lessor and Lessee have entered into a Master Lease Agreement dated as of March,l, 2015 (the "Agreement "). / I B. Lessee desires to lease equipment described in Equipment Schedule NO.,O'1 to the Agreement (the "Equipment ") and Lessee has requested that Lessor lease such Equipment to Lessee. ;j r ' C. With respect to Equipment Schedule No. 01, Lessee has requested thdi Lessor 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 terms and conditions. i NOW, THEREFORE, in consideration of the premises anA mutual covenants and agreements contained herein and in the Agreement, it is hereby agreed as follows: 1. The terms capitalized in this Addendum'but not defined herein shall have the meanings assigned to them in the Agreement. 2. Lessee hereby represents and warrants that all representations and warranties contained in the Agreement are true and correct as of the Lease Date and that neither a Non - appropriation nor any Event of Default or event which, with the passage of time or giving of notice or both, would constitute an Event oftefault has occurred under the Agreement. 3. All other terms and conditidns of the Agreement not specifically amended by this Addendum shall remain in full force and affect and are hereby ratified and confirmed by Lessee. 4. Lessee represents and,,marrants that all representations and warranties contained in the Questionnaire for Self- Insurance to Master Lease Agreement (the " Questionnaire") are true and correct as of the Lease Date. 5. Lessor acknowledges receipt of the Questionnaire and, in reliance upon the information provided therein, agrees that Lessee may satisfy the requirements of Sections 7.1 through 7.3 of the Agreement with respect to Equipment Schedule No. 01 through self - insurance. 6. By written' otice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 01 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 insec�ire 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 Lease Date. 2 /5 /2015:BQ- ESC.DOC /rev.07/ 12st1 EXECUTION PAGE TO THE ADDENDUM TO EQUIPMENT SCHEDULE NO. 1 TO MASTER LEASE AGREEMENT (LEASE NO. 09728) RELATING TO SELF - INSURANCE SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessor By:_ Name Title: Date: i 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 . OCOEE, FLORIDA S. Scott Vandergrift, Mayor DATE: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON , 2015 UNDER AGENDA ITEM NO. SHUFFIELD, LOWMAN & WILSON, P.A By: Scott A. Cookso> City Attorney 2 /5 /2015:BQ- ESC.DOChev.07 /12.st1 4 Call lls rsl, for rdl ojpour• Fieef Automotive, & Light Truck needs. CELL PHONE 954 383 -1009 OFFICE (954) 441 -2034 FAX (954) 441 -2004 EMAIL SCHENRYI(cil - d' r �1vd P. eft ro QUICK QUOTE SHEET FOR VECIICLES SOLD UNDER THL FLORIDA SHERIFF'S ASSOCIATION CONTRACT PAGE 1 of 1 REQUESTING AGENCY: City of Ocoee ORIGINAL QUOTE DATE: 101612014 REVISED QUOTE DATE: CONTACT PERSON: Bill Simmons PHONE NUMBER: 407 -905 -3170 CELL PHONE: 407 - 427 -8127 FAX NUMBER: e-mail: MODEL: 2015 dodge Charger PPV (LDDE48) SPECIFICATION fi: 3 PAGE: fl: FSA BID NUMBER'S 114.12 -0904 rs 14- 22-0904 BASE DISTRICT PRICE: $21,975.00 OPTION CODE tl CWG 1TP AMV NST ...................... ............................... TTG .......... I........... LDT RTSBGG000 PGP2G00 WF'LB DBW http://www.flslierlffs.org DESCRIPTION EXTERIOR COLOR 6LACKW/ DARKEST INTEF210f2 POSSIBLE UNLESS .. BOTHER WISE NOTED ON PURCHASE ORDER � ' ' `' oors and Handles loperahle, Rear, U .............. ............................... ............................ .............- .............. ... Two tone paint Pro OPTION COST ............... ............................. Premium Light Uar DEALER OPTION LIST .................................................. ............................... ..... ..... SAC ............................ ...... Commonts AUTO NATION CRYSLER DODGE JEEP RADA VEHICLE QUOTFD BY: Steve Henry, Fleet Manager sc e o�cgca .net "7 Want to be You Fleet Provider" I appreciate the opportunity to submit this quotation. Please review it carefully. IF there are any errors or changes, please feel tree to contact me at any time. l am always happy to be of assistance G3mUei. ................ ................. .,............................. console packago /inclu e ,console dual cup holders, arm rest „ „.,. „.$686.00 f Sw10 with computer cradle and screen suppp t for laptop„ $465 00 ' FSAQuote shoo t2015rev4- OcoeoLODE48- 10 -OG -14 gym. FLORIDA "SOCINFION 01' COUNTIES Alt About r - I.Ado FLORIDA SHERIFFS ASSOCIATION & FLORIDA ASSOCIATION OF COUNTIES DODGE CHARGER FULL SIZE POLICE RATED SEDAN - RWD SPECIFICATION #3 2015 Dodge Charger (LDDE48) The Dodge Charger (LDDE48) purchased through this contract comes with all the standard equipment as specified by the manufacturer for this model and FSA's base vehicle specifications) requirements which are included and made a part of this contract's vehicle base price as awarded by specification by zone. ZONE: * Western *Northern * Central * Southern BASE PRICE: $21,975.00 $21,975.00 $21,975.00 $21,975.00 While the Florida Sheriffs Association and Florida Association of Counties have attempted to identify and include those equipment items most often requested by participating agencies for full size vehicles, we realize equipment needs and preferences are going to vary from agency to agency. In an effort to incorporate flexibility into our program, we have created specific add /delete options which allow the purchaser to tailor the vehicle to their particular wants or needs. The following equipment delete and add options and their related cost are provided here to assist you in approximating the total cost of the type vehicle(s) you wish to order through this program. Simply deduct the cost of any of the following equipment items you wish deleted from the base unit cost and/or add the cost of any equipment items you wish added to the base unit cost to determine the approximate cost of the type vehicle(s) you wish to order. NOTE: An official listing of all add/delete options and their prices should be obtained from the appropriate dealer in your zone when preparing your order. Additional add/delete options other than those listed here may be available through the dealers, however, those listed here must be honored by the dealers in your zone at the stated prices. ILI S. Bid Award Announcement (14 -22 -0904) 75 VEHICLE: Charger (LDDE48) All Zones C8X9 1 Cloth rear seat in lieu of vinyl DEALER: AutoNation Chrysler, AutoNadon Chrysler, AutoNation Chrysler, AutoNatiar Chrysler, 5" round dome lamp Dodge, Jeep, Ram Dodge, Jeep, Ram Dodge, Jeep, Ram Dodge, Jeep, Ram Pembroke Pines Pembroke Pines Pembroke Pines Pembroke Pines ZONE: *Western *Northern *Central * Southern BASE PRICE: $21,975.00 $21,975.00 $21,975.00 $21,975.00 Order Code Delete Options All Zones C8X9 1 Cloth rear seat in lieu of vinyl $25.00 Front door body side molding NA 5" round dome lamp Std LNF 1 Driver's Side (Left Hand) Spotlight $65.001 Front License Bracket NA Order Code Add Options All Zones Please refer to the Emergency Vehicle Lighting Specifications for lightbar descriptions and the awarded dealer pricing. 29A 1 V8 engine 15- 7 V4 Henri 1 PS 1 Priority start/battery saver LNX 1 1 Right -hand pillar mounted 6" spotlight with clear halogen bulb, factory installed Add $199.00jar LED 1 TRM 1 Tremco anti -theft - foot activated, dealer installed s RML 1 Rechargeable mag light Roof wiring with hole Roof wiring without hole Accessory feed wires for police equipment RBP 1 Ready Buckle Prisoner Restraint Seat Belt System Ignition powered trunk button, factory installed AEB 1 Street appearance group Street Appearance Package. Includes Full Wheel Covers,Fog Lamps and F'ron Cup Holders. I lirr[ have carpet or rvifl get a lnini _callsole. 1 W8A 1 Full wheel covers Nitrogen filled tires including spare tire Daytime running lights CW6 Rear door locks & handles inoperative CWD 1 Rear door locks & handles inoperative, dealer modification Rear windows inoperative Included with option CWi6 1 Courtesy light disabled Side air protection (may affect cage availability) LOT Legal deep tinted film, lifetime warranty, dealer installed Optional equipment - specify Bid Award Announcement (14 -22 -0904) $2,225.00 $289.00 $199.00 $235.00 $165.00 NA NA NA $295.00 Std $374.00 $29.00 NA' NA' $24.00 $145.00 NA Std Std 1! $285.00' NA 76 VEHICLE: DEALER: ZONE: BASE PRICE: 3KY' GXF ' RS SO ' RSFS' DBW' T TP UT101 ' BUC' I RLT' HTT' I * I PB I OOA 12 ' PB 100A 16 ' SBP300' I GR50' j RTS3P' RTSBG6000'� PGP26001 SET8 S ' SETT OS ' UT7' Charger (LDDE48) AutoNation Chrysler, AutoNation Chrysler, AutoNation Chrysler, Dodge, Jeep, Ram Dodge, Jeep, Ram Dodge, Jeep, Ram Pembroke Pines Pembroke Pines Pembroke Pines * Westent *Northern * Central 521,975.00 $21,975.00 $21,975.00 Additional Key(s) or Key Fob(s) when applicable. 4 Keys and Key Fobs are slardard Mis charge is for the 5th key. 1 Keyed alike Factory remote keyless entry with 2 fobs included. Remote keyless entry and 4 fobs are stanch d 1 AutoNation Chrysler, Dodge, Jeep, Ram Pembroke Pines * Southern $21,975.00 $255.00' $139.00' Std' i $145.00' $165.00' $565.00 Vent visors - stick -on style Rainshields - flange style Door blank & rear window barriers with manual lock override (Setina, Pro -Gard, Cruisers or approved equivalent) Two -tone paint Optional equipment - specify Havis lap top motou with base, tilt and swivel lap top mount 1 Optional equipment - specify Back Up Canera I Optional equipment - specify Relocate spare fire dealer installed t Optional equipment - specify Havis sliding b7mk tray. Mnat add option RLT Optional equipment - specify Havis 24" console with arm rest and 2 cup holders t Setina PB I66Al2 — 12" Aluminum Push Bumper PB100.412 t $1,490.00' $695.00' $650.00' $249.00' $565.00' Setina PB 10OA 16 —16" Aluminum Push Bumper Setina PB300 Push Bumper Go Rhino 5000 Series Push Bumpers Rear Transport Seat— Laguna System 3P Rear Transport Seat — Pro Gard 6000 Series Rear Transport Seat— Cruiser PCMO12 Rear Transport Seat with extended seat belt— Patriot PSCV I Pro -Gard P2600 Series Polycarbonate (Lexan) Cage with sliding window, full width lower extension panel, dealer installed Setina 8S Lexan cage with 1/2 lexan and 1/2 expanded metal with full lower extension panel, dealer installed Setina 410 Series Lexan Cage with sliding window, full width lower extension panel, dealer installed Optional Equipment - please specify Optional Equipment - please specify Cruisers Cage with slide and lock window, lower extension panels, dealer installed Cruisers Cage with 1/2 Lexan and 112 mesh, lower extension panels, dealer installed 'Rear ground studs $565.00' $585.00' $595.00' $595.00' $895.00' $795.00' NA NA $895.00' $925.00' $925.00' NA NA NA NA NA' Sid Award Announcement (14 -22 -0904) 77 VEWCLE: Charger (LDDE48) DEALER: AutoNation Chrysler, AutoNation Chrysler, AutoNation Chrysler, AutoNation Chrysler, Dodge, Jeep, Ram Dodge, Jeep, Ram Dodge, Jeep, Ram Dodge, Jeep, Ram Pembroke Pines Pembroke Pines Pembroke Pines Pembroke Pines GONE: *Western *Northern *Central *Southern BASE PRICE: $21,975.00 $21,975.00 $21,975.00 $21,975.00 K9C' i K - Container. All aluminum In- Vehicle (rear seat area) K -9 Container to protect the public, officer, 1$2,490.00 i K -9, and vehicle. Please specify vehicle year, make and model. Cali for installation, shipping, and/or delivery prices. ERD 1 i Electronic Remote Rear Door Opening system to be used with the K - 9 Container. Allows the officer $875.00 to release the K -9 from the vehicle from a remote position. Add $23S.00 for liner and inaler dish. 1 HAS Heat Alarm System to be used in a K -9 vehicle. Warns officer when dangerously high temperatures $845.00 are inside the vehicle. Add $335.00 jor pager option 1 LRH' • Labor rate per hour $90.00 TTG t I Temporary tag $25.00 t Transfer existing registration (must provide tag number) 1 NST New state tag (specify state, county, city, sheriff, etc.) $18 Maintenance Plan - specify NA Maintenance Plan - specify NA Maintenance Plan - specify NA MPXW375 1 Watranty - specify $3,120.00' Maxiinwn Cm - 0 - Deductible 3 yews 75, 000 Mlles j MPXW575 ' Warranty - specify $3,245.00 Mmimtmr Care -D- Deductible S Years 75, 000 Miles 1 MPXW5100PN' WaiTanty - specify $3,790.00 Muin urn Care -0- Deductible S Years 100, 0001files h I� Did Award Announcement (14-22 -0904) 78 AutoNa #ion Chrysler Dodge Jeep Ram Pembroke Pines Pricing Sheet for Emergency V ehi c! e L i ghti ng Bid 14-22 -0904 (Ail items iisted are dealer installed) _.:.= Order_(;ode _..... C3PLSPLEDTfER3 °` "' Coded Model DF47A2 C3PLBP- -LED TIER2 Coded Model DF47A2MC) FPLB - LED Federal Signal Model LGD45 FPLB LED Federal Signal Model INTG44 RPLB — LED Roman Signals M axium-Extrerne Off Axis& 46' M i Foot SPLB — LED Signal Model 7460LEDP -FSA SOPLB —LED DUAL COLOR SoundOff Signal Model ENFLB- SILVER $ 2,095.00 7.5 SOPLB— LED -TRI COLOR SoundOff Signal (M odd EN FLB -GOLD $ 2,745.00 7.5 WPLB— LED2T[ER Whelan Model F8FSA1 $ -`:2;760;00' =s WPLB —LED 1 TIER Whelen Model S8FSA1 I 2.175.00 7.5 - FM LB — LED Federal Si_ nal Model LPX45Z RM LB —LED Rontai Wingl_ux Extrerie Off Axis- W.E.T.® 47" M IgFoot SMLB —LED Signal Model 2476 -FS4 SDMLB —LED SoundOff S naI ModelENFLB- Bronze $ 1,825.00 7.5 WMLB —LED Ec _ - onoinEc- '= htbar_"Racka e. - ., -- _ - -� C3ELBP- -LED Whelan ModdJ8FSA1 _ - r _---�__ <..__.._ -.._- Coded Model 21TR47A4 $ 1,760.00 -. - . . - ._.,_ 7.5 .___.•: FELB —LED Federal Signal Model LPX46D RELB —LED RontanLCLMaximum45'Mi Foot SELB — LED Si M ode( 2461 LEDP-FSA SOELB —LED SoundOffU ModelEMG2000 $ 1590.00 7.5 WELB —LED f'F eNW7 -- nmarked Aaclia C3PUMP- LED Whalen Model F914G4 Code3; Deluxe Unmarked Patrol Package $ 1,635.00 7.5 — FPUMP —LED Federal Signal: Deluxe Unmarked Patrol Pack RPUMP —LED Rontan Premium Unmarked Patrol Package SPUMP —LED Signal; Deluxe Unmarked Patrol Pack SOPUM P— LED SoundOff Signal: Deluxe Unmarked Patrol PWka9a $ 2 9.5 WPUMP —LED Whelan: Dd uxe Unmarked Patrol Pack e $ 2,190 -00 9.5 EepnomT ..Unmar.6d i4trol1?actie C3EUM P- LED Code3: Bad Urvnarked Patrol Pads age FEUMP —LED Federal Sig Basic LED Unmarked Patrol Package REUMP —LED RontanEeonorric Unmarked Patrol Package SEUMP —LED Si : Basic LED Unmarked Patrol Package SOEUMP —LED SwndOff Si : Basic LED Unmarked Patrol Package $ 1,390.00 9.5 WEUMP —LED Whelan: BasCAll LED Unmarked Patrol Package $ 1,460.00 9.5 AdmiRrstitleVehtclePacka C3AVP Code3: Admin Vehicle Park age FAVP Federal Signal: AdministrativeVehide e RAVP RontEnAdministr veVehidelookage SAVP Signal: Administrall VehidePack e SOAVP Souri"f Signal: AdmiddrativeVehidePmk e $ 1305.00 9.0 WAVP - V Whden:AdministrativeVetddePackage �'�"". $ 1,355.00 9.0 WSC WhelenCeneom- upgrade. deluxe dren,microprocessor centrdled $ 315.00 WPLD Whel en - upgrade WPLB 1 tier Premium Lightbar with DUO Color TrafticAdvisor $ 410.00 WPLDD Whelan - upgrade WPLB 1 tier Premium Lightbar with Full DUO Color lightheads $ 715.00 WPLDT Whelen - upgrade WPLB 1 tier Premium Lightbar with Full Trio Colorli theads $ 1,565.00 Bid Award Announcement (14 -22 -0904) 37 DODGE United States REISSUED: 1013012014 PAGE: 3 FIRM ISSUED: 09129/2014 2015 CHARGER POLICE CHARGER POLICE RWD STEP #3 SELECT .$ OPTIONS (IF DESIRED) DESCRIPTION I SFWP SMSRP 2_A Q- iArucci rrnvaDc I I en I WAe 245155R18 BSW PERFORMANCE TIRES N1C 180 TYL BLACK LEFT• SPOT LAMP 210 LNF ENGINE BLOCK HEATER Included with Alaska; NIA WIGXA; NIA W /GXE; NIA WIGXF; NIA I 95 NHK EQUIPMENT MOUNTING BRACKET M/H CUM; NIA WICUG; W1AEB M1H CM8 IWO XFX FLOOR CARPET WA W /CK9 Included with AEB N2E 125 CKD FRONT READINGIMAP LAMPS INCLUDED WIAEB WIAE3 BLACK VINYL FLOOR COVERING 75 LBG CONVENIENCE GROUP 1 (wc LBG LED SPOT LAMPS M/H LNF LY/LNA 75 150 LNX 300 LNX MANUF STATEMENT OF ORIGIN N/C YEP MATCHING RIGHT SPOT LAMP MIN LNF 210 LNA STREET APPEARANCE GROUP M/H PAU OR PBX OR PRY OR PSC OR PWD OR PW7 OR PXT OR PX8; WA W/P52 OR P85 OR P79 OR PB8 OR P76 OR PWL; WDCFX MIN CMS 375 AEB FLEET ONLY 3.07 REAR AXLE RATIO N1C DMM MtH 27A; NA W1 29A ADDITIONAL NON KEY ALIKE FOBS 100 GXQ NIA WIGXA; NIA W /GXE; NIA WIGXF; NIA I WIGXG BASE ENGINE CONTROLLER N/C N2E (Limits MAX speed to 130 MPM BLACK VINYL FLOOR COVERING N/C I CKJ CONVENIENCE GROUP 1 480 AHM DEACTIVATE REAR DOORSiWINDOWS 75 CW6 DELETE CARPET WC CK9 M(HAE8; MIH CKJ I DELETE SPARE TIRE (100) TBF (includes Tire ServlGe Kill DRIVE SIDE BALLISTIC DOOR PANEL 2,350 XDV ENTIRE FLEET ALIKE KEY (FREQ 1) 140 GXF NIA WIGXA; NIA WIGXE; NIA WIGXG ENTIRE FLEET ALIKE KEY (FREQ 2) 140 GXA NIA W /GXE; NIA WIGXF; WA W /GXG ENTIRE FLEET ALIKE KEY (FREQ 3) 140 GXE NIA WIGXA; NIA WIGXF; NIA WIGXG ENTIRE FLEET ALIKE KEY (FREQ 4) 140 GXG NIA WIGXA; WA W1GXE; NIA WIGXF,. FLEET PARK ASSIST GROUP _ AMV FLEX FUEL VEHICLE WIERB XKN MIH ERB; NIA W129A r145 FULL SPARE TIRE RELOCATION TBH BRACKET MiHTBW; WAWITEW HD CLOTH BUCKET SEATS WNINYL 120 'X5 REAR MAX FLOW PACKAGE 154 AYJ PASSENGER SIDE BALLISTIC DOOR 2,350 XDG PANEL PATROL PACKAGE BASE PREP 2,000 AYE AYE Must Have One of TBF orTBH PACKAGE WIRING PREP 1,150 AYW 1 PATROL PACKAGE E - EXTRA COST WC - NO CHARGE NIA - NOT AVAILABLE I •d P-8iV :90 V 1, 6 V AON DODGE United States REISSUED: 10/30/2014 FIRM ISSUED: 09/29/2014 PAGE_ 11 2015 CHARGER POLICE STANDARD EQUIPMENT (UNLESS REPLACED BY OPTIONAL L L EQUIPAAENTj b p D E E E SPOT LAMP PREP. (LNQ) S X g X ST EERING WHEEL MOUNTED AUDIO CTRLS (RDZ) X _ X 'SUN VISORS WflLLUM VANFTY MIRRORS (GNC) X X SUPP_ SIDE CURTAIN FRT /RR AIR SAGS (CJ2) X X SUPPLEMENTAL FRT SEAT SIDE AIR BAGS (CJ1) X X TILT /LIMITED TELESCOPE STEERING COL (SUE) X X TIP START (XBN) X X TIRE PRESSURE MONITORING DISPLAY (XGM) X X TRANSMISSION 5-SPEED AUTO W5A5"0 TRANSMISSION {DC7J) X X T 5 FM/BT {RA2) ;;;C X X X X OD LAMP (LDA) X X VAR INTERMITTENT WINDSHIELD WIPI =RS (JHA) X X VINYLTRUNK LINER & COVER (CKL) X X E - EXTRA COST NIC - NO CHARGE N1A - NOT AVAILABLE z'd 132 : got, I, I- bAON S / Z qF - - - - � _. Cfill Us rr.sl. for all of Four Flee! Autauotive. & Livhf 7ruck needs Quote PHONE (800) ALAN. /AY (252 - 6529) DIRECT 863 - 402 - 4292 WWW.ALANJAY.COM 1880 - 4 Corporate 'Office 2003 U.S. 27 South Sebring, rL 33870 MOBILE 863 - 991.4693 Mailing Address I P.O. BOX 9200 Sebring, FL 33871 -9200 FAX 863- 402 -4221 QUICK QUOTE SHEET PAGE 1 of 1 REQUESTING AGENCY: OCOEE, CITY OF ORIGINAL QUOTE DATE: 115/2015 REVISED QUOTE DATE: 117/2015 CONTACT PERSON: BILL SIhIMONS QUOTED BY Scott Wilson PHONE NUMBER: 407 - 427 -8127 FAX NUMBER: EMAIL BSIPAh40 ?JS� ^a ^aC4.00OEE FL US FLORIDA SHERIFF'S ASSOCIATION BID #'S 14 -22 -0904 & 14 -12 -0904 www.fisheriffs.or MODEL: CC15706 9C1 2015 CHEVY TAHOE POLICE 2WD SPECIFICATION #: 8 PAGE M 118 BASE DISTRICT PRICE: $28,383.00 BED LENGTH SUV "All vehicles will be ordered white w/ darkest interior unless Cleadystated othenvise on purchase order. FACTORY OPTIONS DESCRIPTION GBA HOU EXTERIOR COLOR BLACK WITH JET BLACK CLOTH INTERIOR ........_........_ ....._........__._............_ _..._._...._...__ .................._.........._....._..._..._.........._......................................._........... _............ ...................._............................. ... ......._... .......... . .............._.. ... _.................. ...... .......... ........._......... ........................._..... AMF {6) ADDITIONAL REMOTES ....._.-._..._ ....._....._.....__..._.._..... _..._..............._...- -'-'.........._ ............... ........_........, _........................... �.......... ..............._.. GNS _. ...._........__........_....... REAR WINDOWS IN -OP .... _ _ .........................................._......_._......_ .................... _ ... _ ............ ..._...._..... .... ..... ............... ._............................... ... ...... ,.._._............ ................... .... ... ._......................... .... _ 6N6 REAR DOOR LOCKS AND HANDLES IN -OP ...._....._$ ... _ . _. .. ......... ......._._ .............. $ ............. .... $58 NON - IDENTIFIED CONTRACT OPTIONS TOTAL $0.00 TOTAL COST $38,753.80 TRADE IN YES: WE TAKE. TRADE INS? -- :ASK ABOUT MUNICIPAL FINANCING ' ^ -- SO. TOTAL COST LESS TRADE IN(S): QTY 1 $38,753.80 Comments: VEHICLE QUOTED BY: Scott Wilson FLEET SALES MANAGER Scott yJIIS011,CLa1an OV.com "I Want to be Your Fleet Provider” I appreciate the opportunity to submit this quotation. Please mviewif carefully. If there are any errors of changes, please reel free to contact meat any 6me. I am always happy to be of assistance. FSA- OCOEE, CITY OF- CC15706 9C1 1880- 4.xlsm FACTORY OPTIONS $188.00 CONTRACT OPTIONS DESCRIPTION TEMP $25.00 ............. .._.........._.......__ 1A9 ............ ... .............._........_.. - TEMPORARY_TAG_ ... _ ..... .. .... - YELLOW $175.70 PG2600 Pro -Gard P2600 Series Polycarbonate {Lexan) Cage, with sliding - window,, full width lower, extension panel $935.00 DEALER TWO TONE PAINT. VEHICLE ORDERED BLACK WITH DOORS AND ROOF TO BE PAINTED 2 TP........ WHITE:_..._......... .. ......... $1.597,00 _ ... _ ............... ... .......... _ ........ _ ........ _.......... _...I._ ............. Whelen Premium All LED Dual Lighlbar, (Model F8FSA1) Fully loaded, 100% Solid State Electronics, Manufactured in America, Includes a Two Wire Controlled Traffic Advisor, (2) LED Flashingrrakedown Lights, (2) LED Flashing /Alley Lights, Mounting Kit, 295SLSA6 Combination Llght/Siren Controller, SA315P WPLB,LED.2,RB Siren Speakerand Bracket. ....__...._.._....._.....--............_._.._ .......... ............................... S? 726.10 LABOR _ 7.5 HOURS x_$105! HOUR INCLUDING SHOP SUPPLIES, CONNECTORS,_LOOM, & I US[S .. ... .. .. . .. _ ........ _ _ .. CLNCOM UPGRADE TO CENCOM SAPHIRE CONTROLLER $329 00 LABOR HOUR a,.y,105 /,HOUR . .... _ ...... -_ _... ._............................. $105.00 .........................._ W- VERTEX ,1 WHELEN VERTEX 4 CORNER LED KIT ....._.........._....._........ $267.00 .._..._.........._..... _...._...... ... ............._..._.... ._............................. ..................... _..........._.........._......_ ......_..................................,.._............_...._...._..._..........................._..._..........................................._.......... HOP SUPPLIES, CONNECTORS, LOOM &FUSES DIIXG 2 ................................__.........._ ........._.. ..............._._........... ................_........_..... ... ................. $ ?83.50 ......._.........._........ ..__.._....__..._..._....._.... ,LABOR .. .................... .... ._........._................... . _..... r Hav s -T rack Mount Console with 18 U Cup holders, (3) 12v Outlets, (1) Armrest, (i) Side Mount HCC Compu does no( include laptop cradle .,.,_ ....... ..............._............... ,..........._........ $97II:00 .______..._..._- D2R8 „ler_Stand,Brackel WHELEN DOMINATOR 2 LED S MOUN I LD IN REAR QUARTER GLASS RED /CLEAR ­­_..... LS3P LAGUNA REAR TRANSPORT SEAT. _ ,. $1 ,395.00 _ _ ... .._ .............. _._............_.. ....._....................... _....._..... .... ...... .............. ......... .... ... ... ........... ....... _....... ,............ ................... ..... ....._.. ......... .. ...... .................................... _ ....................... ,._._............ EXTENDED WARRANTY DECLINED ..... .._..,.......__.....__....._.. _.,...........__...._.. _.. $0.00 CONTRACT OPTIONS TOTAL $10 NON - IDENTIFIED CONTRACT OPTIONS DESCRIPTION NON - IDENTIFIED CONTRACT OPTIONS TOTAL $0.00 TOTAL COST $38,753.80 TRADE IN YES: WE TAKE. TRADE INS? -- :ASK ABOUT MUNICIPAL FINANCING ' ^ -- SO. TOTAL COST LESS TRADE IN(S): QTY 1 $38,753.80 Comments: VEHICLE QUOTED BY: Scott Wilson FLEET SALES MANAGER Scott yJIIS011,CLa1an OV.com "I Want to be Your Fleet Provider” I appreciate the opportunity to submit this quotation. Please mviewif carefully. If there are any errors of changes, please reel free to contact meat any 6me. I am always happy to be of assistance. FSA- OCOEE, CITY OF- CC15706 9C1 1880- 4.xlsm FAQ FLORIDA COUNTIES s �-- A!I About Florida FLORIDA SHERIFFS ASSOCIATION & FLORIDA ASSOCIATION OF COUNTIES CHEVROLET TAHOE 1500 FULL SIZE POLICE RATED UTILITY - RWD SPECIFICATION #8 2015 Chevrolet Tahoe 1500 (CC15706/9C1) The Chevrolet Tahoe 1500 (CC 15706/9C1) purchased through this contract comes with all the standard equipment as specified by the manufacturer for this model and FSA's base vehicle specification(s) requirements which are included and made a part of this contract's vehicle base price as awarded by specification by zone. ZONE: *Western *Northern *Central * Southern BASE PRICE: $28,433.00 $28,463.00 $28,383.00 $28,483.00 While the Florida Sheriffs Association and Florida Association of Counties have attempted to identify and include those equipment items most often requested by participating agencies for full size vehicles, we realize equipment needs and preferences are going to vary from agency to agency. In an effort to incorporate flexibility into our program, we have created specific add/delete options which allow the purchaser to tailor the vehicle to their particular wants or needs. The following equipment delete and add options and their related cost are provided here to assist you in approximating the total cost of the type vehicle(s) you wish to order through this program. Simply deduct the cost of any of the following equipment items you wish deleted from the base unit cost and/or add the cost of any equipment items you wish added to the base unit cost to determine the approximate cost of the type vehicle(s) you wish to order. NOTE: An official listing of all add/delete options and their prices should be obtained from the appropriate dealer in your zone when preparing your order. Additional add/delete options other than those listed here may be available through the dealers, however, those listed here must be honored by the dealers in your zone at the stated prices. Bid Award Announcement (14 -22 -0904) 118 VEHICLE: Tahoe 1500 (CC15706 /9C1) $74.00 7X7 1 Right -hand pillar mounted 6" spotlight with clear halogen bulb, factory installed DEALER: Alan Jay Chevrolet, Buick, Alan Jay Chevrolet, Buick, Alan Jay Chewolet, Buick, Alan Jay Chevrolet, Buick, spot lamps) GMC, Cadillac GMC, Cadillac GMC, Cadillac GMC, Cadillac ZONE: *Western *Northern * Central * Southern BASE PRICE: $28,433.00 $28,463.00 $28,383.00 $28,483.00 Order Code Delete Options (6) Factory Provided Additional Keys only not programmed - -- (Add $125ea for Single Key from Dealer $179 each for Dealer 1 All Zones AKP 1 Non deep tinted glass 6E2 1 $50.00 D 7X6 1 Driver's Side (Left Hand) Spotlight Fleet key, keyed alike $24.00 $100.00 6 additional remotes (fleet keyless entry) Front License Bracket (6) Factory Ordered Additional Remotes 1 NC UEO 1 Onstar $189.00 $25.001 Also delete's blue tooth for phone 1 Floor mats colored keyed to carpet NA 9G8 1 Daytime running lights disabled 6N6 1 Rear door locks and handles inoperative $9.00 Order Code Add Options All Zones Please refer to the Emergency Vehicle Lighting Specifications for lighthar descriptions and the awarded dealer pricing. K05 1 Engine block heater $74.00 7X7 1 Right -hand pillar mounted 6" spotlight with clear halogen bulb, factory installed $329.00 Adds Right Hand Spot Lamp to match Left Hand Lamp included in base bid (4DD S587 for upgrade to LED bulbs in factory 1 spot lamps) LED -L -SPOT 1 LED Left spot light $309.00 LED Left spot lamp LED -R -SPOT 1 LED Right spot light $589.00 LED Left and Right spot light 1 5HP 1 Additional Key(s) or Key Fob(s) when applicable. $39.00 (6) Factory Provided Additional Keys only not programmed - -- (Add $125ea for Single Key from Dealer $179 each for Dealer 1 Provided Additional Remote includes programming 6E2 1 Fleet key, keyed alike $24.00 6E8 1 Fleet key, keyed alike $24.00 AMF 1 6 additional remotes (fleet keyless entry) $74.00 (6) Factory Ordered Additional Remotes 1 B30 1 Carpeted floor covering $189.00 Includes Carpet Floor ALlats 1 B58 1 Floor mats colored keyed to carpet NA INCLUDED AND ONLY AVAILABLE WITHB30 1 6N6 1 Rear door locks and handles inoperative $58.00 6N5 1 Rear window switches inoperative $56.00 -or- (DDD - Dealer Disable Door Handles, Locks and Windows Controls =ip tied inside door trim panel for re- installation at nme of re -sale $179) 1 VRS 1 Cargo shade $194.001 TREM 1 Tremco anti -theft - foot activated, dealer installed $189.00 SAFE 1 SafeStop vehicle anti -theft - key activated or emergency lights activated, plug -& -play for most Ford $289.00 and Chevy fleet vehicles, dealer installed in 20 minutes or less Bid Award Announcement (14 -22 -0904) 119 VEHICLE: Tahoe 1500 (CC 15706/9C 1) DEALER: Alan Jay Chevrolet, Buick, Alan Jay Chevrolet, Buick, Alan Jay Chevrolet, Buick, Alan Jay Chevrolet, Buick, GMC, Cadillac GMC, Cadillac GMC, Cadillac GMC, Cadillac ZONE: * Western *Northern It Central *Southern BASE PRICE: $28,433.00 $28,463.00 $28,383.00 $28,483.00 N2 t Nitrogen filled tires including spare tire $89.00 Provision for roof mounted lamp NA RWK ` Body side moldings $274.00 LPO Painted Body Side Moldings, Factory Ordered Dealer Installed, N/A With GAN Silver Ice ,Metallic and GAG Tungsten Metallic. 1 Back -up sensors, factory installed Std Back -up sensors, dealer installed NA UT7 1 Rear ground studs $87 HCC t Optional equipment - specify $978.00 Havis Track Mount Console with 18" Box, (2) Cup holders, (3) 12v Outlets, (1) Armrest, (1) Side Mount Computer Stand Bracket does not include laptop cradle t D2 ** t Optional equipment - specify $579.00 Dominator (2) LED Light Head installed in Rear Quarter Glass *sped 2 colors* 1 BGP 1 Optional equipment - specify $589.00 Base Graphics Package, fits most agency requirements t 2TP 1 Optional equipment - specify $1,597.00 Two Tone Paint (Dealer Paint (4) Doors & Roof (1) Color) 1 SUVAULT 1 Optional equipment - specify $822.00 American Ahnninum SUV Vault Mounted In Rear Cargo Area (odd $99 for Powder Coated Black, .Add $109 for top mounted basket) 1 PB 12 1 Setina PB 100A] 2 — 12" Aluminum Push Bumper $497.00 PB 16 1 Setina PB 10OA 16 — 16" Aluminum Push Bumper $497.00 PB300 1 Setina PB300 Push Bumper $597.00 GR5000 1 Go Rhino 5000 Series Push Bumpers $497.00 LS3P 1 Rear Transport Seat — Laguna System 3P $1,395.00 Rear Transport Seat — Pro Gard 6000 Series NA Rear Transport Seat with extended seat belt — Patriot PSCV 1 NA PG2600 1 Pro -Gard P2600 Series Polycarbonate (Lexan) Cage with sliding window, full width lower extension $935.00 panel, dealer installed 8S 1 Setina 8S Lexan cage with 1/2 lexan and 1/2 expanded metal with full lower extension panel, dealer $922.00 installed lOS 1 Setina 410 Series Lexan Cage with sliding window, full width lower extension panel, dealer installed $922.00 12VS 1 Setina #12 Series Lexan Cage, partition installed behind 2nd row seat $679.00 Specify (Expanded Metal or Lexan) when ordering Rear Cargo Partition 1 HAS 1 Heat Alarm System to be used in a K -9 vehicle. Warns officer when dangerously high temperatures $1.090.00 are inside the vehicle. .Add $379.00 for window fan, and $245 for Pager system. 1 RDO 1 Electronic Remote Rear Door Opening system to be used with the K -9 Container. Allows the officer to $1,090.00 release the K -9 from the vehicle from a remote position. Bid Award Announcement (14 -22 -0904) 120 ALAN JAY AUTOMOTIVE NETWORK Alan Jay Chevrolet Buick GMC Cadillac Alan Jay Ford Lincoln Mercury, Inc. Alan Jay Chrysler Jeep Dodge of Wauchula Alan Jay Toyota Alan Jay Nissan, Inc. ra cing ' bheet for Emergency Vehi Lighting Bid 14-22-0904 (All items listed are dealer installed) k.-3rLt5r-LtZLJ I Ittfl Code3 Mod DF47A2) C3PLBP-LED TIER2 Code3 (Model D F47A 2M C) FPLB - LED Federal Sgnal (Model LGD45) $ 1,609.00 7.5 FPLB LED Federal Sgnal (Model INTG44) $ 2,573.00 7.5 RPLB — LED Rontan Sgnals Maxium-Extreme Off Axis& 45" MigFoot SPLB — LED Sgnal (Model 7460 LEDP-FSA) SOPLB — LED DUAL COLOR _Sound0ffSqna1(ModdENFLB-SlLVER) $ 2,386.00 7.5 SOPLB—LED-TRI COLOR _SoundOff&qnal (Model ENFLB-GOLD) $ 2,684-00 7.5 WPLB—LED2TIER Wheien (Model F8FSA1 ) $ 2,726.10 7.5 WPLB —LED 1 TIER Whel en (Model SBFSA 1 $ 2,042.82 7.5 FIVILB—LED Federal Sgnal (Model LPX45Z) $ 1,257.00 7.5 RMLB— LED RortanWngLux Extreme Off Axis - W-E.T.0 47' M igFoot SIVILB —LED Signal (Model 2476-FSA) SOMILB—LED SoundOff Sgnal (Model ENFLB- Bmnze) $ 1,661.00 7.5 WIVILB—LED Mai; 11 i 1111 C3ELBP-LED Whei en M odel J8FSA I $ 1,661.00 Code3 (Model 21 TR47A4) --- 7.5 FELB — LED Federal Signal (Model LPX45D) $ 1,205.00 7.5 RELB — LED Rontan L CIL M axi mum 45" M i gFoat SELB — LED Sgnal (Model 2461 LEDP-FSA) SDELB — LED SounclOff Sqnal (Model EMG2000) $ 1,338.00 7.5 WELB—LED Whelen Model 1`914(34 $ 1,363.00 7.5 G3PUMP- LED Code3: Deluxe U nnwked I"Ard Package FPUMP—LED Federal Sgnai: Deluxe Unmarked Patrol Package $ 2,135.00 10.5 RPUMP— LED Rontan Premium Unmarked Patrol Package SPUM P— LED Sqnai: Deluxe Unmarked P atrol Padsage SOPUMP—LED SoundOff Sgnal: Deluxe Unmarked Patrol Package $ 2,055.00 10.5 WPUMP—LED Whel en: Deluxe U nmarked Palrol Package $ 2,211.00 10.5 C3EUM P - LED Code3: Basic U nmarked Patrol Pack��e FEUMP—LED Federal Sgnal: Basic LED Unmarked Patrol Package $ 1,082.00 8.5 REUMP—LED Rontan Eaxmi c U nmarked Patrol Package SEUMP—LED SgnaL Ba§c LED Unmarked Patrol Padsage SDEUIVIP—LED SounclOff SgnaL Basic LED Unmarked Patrol Package $ 1,353.00 8.5 WEUMP—LED Vvbelen: BasicAll LED Unmarked Patrol Package $ 1,363.00 8.5 C3AVP Code3: Admin Vehicle Pads FAVP Federal S gnai: Admi ni strati ve Vehi d e Package $ 909.00 7.5 RAVP Rontan Admi ni straili ve Vehi d e Padsage FAVP Si qnai: Admi ni strad ve V eh i d e Package SDAVP SoundOff S gnal: Admi ni strati ve V ehi d e Package $ 1,171.00 7.5 WAVP Whel en: Admi ni strati ve Vehi d e Package 1,310.00 7.5 Bid Award Announcement (1 4-22-0904) 29 CENCOM Whel- Cencom - upgrade, del uxe siren, microprocessor controlled $ 329.00 1.0 Whel an - upgrade WPLB 1 tier Premium Lightbar with DUO Color Traffic Advi _or FULL DUO Whelan - upgrade WPLB 1 tier Premium Lightbar with Full DUO Color li htheads $ 778.00 Whelan - upgrade WPLB 1 tier Premium Lightbarwith Full Trio Color Ii htheads Whel an - upgrade WMLB Medium Lightbar with DUO Color Traffl c Advisor Whel an - upgrade WELB Economy Lightbarwith DUO Color TrafficAdvisor Whee n - upgrade any Wean Lightbar to fully adjustable mounti f W -RDL n cot Rear deck LED, GEN 3 minimum, warning lights- LED lights be blue, red, amber or any combination- sDecify color $ 234.00 1.5 L - SPOT Left -hand pillar mounted 6" n ht with dear halogen ogen bulb $ 325.00 1.5 LR - SPOT Left & right -hand pillar mounted 6" spotlight with dear halogen bulb $ 585.00 3.0 W -GL LED, GEN 3 minimum, grille lightS 2 minimum - LED lights may be bl ue, red, amber or any combi nati on - specfy color $ 175.00 1.5 (Whelan, Federal, SounclOff Signal or approved equivalent) W-RML LED, GEN 3 minimum, rear view mirror flashing lights- LED lights may be blue, red, amber or any combination - specify color (Whalen, Federal, SoundOff Signal, Rontan or approved $ 234.00 1.5 equivalent) W -RBS Roof -mount amber strobe beacon (Whelan, Federal, SoundOff Signal, Rontan or approved equivalent) $ 75.00 1.5 W -RBL Roof -Mount Amber LED strobe beacon (Whalen, D &R E]ecfronicsor approved equi val ent $ 135.00 1.5 W -TLL LED, GEN 3 minimum, trunk lights, 2 minimum- LED lights may be blue, red, amber or any combination - specfy color ( Whele, Federal, SounclOff Signal, Rontan or approved $ 175.00 1.5 equivalent) INCLUDED WITH WHELEN LIGHT LED, GEN 3 minimum, integral directional arrow activated in BARS lightbar (with controller if required) - LED lightsmay beblue, red, amber or any combination - specify color. Requires purchase of lightbar. TRAFFICADVISOR Traffic directional LED, GEN 3 minimum, arrow with 6 modules with controller if r uired . $ 398.00 3.0 100 -Watt, Compact Cast Siren Speaker with U- Bracket Federal Signal Smart Si ren - upgrade, del uxe si re n, microprocessor control led; w /RMK (ext. cable) and M NCT -SB (microphone) included ETSA481 CSP SoundOff Si gnai ETSA481 CSP - deluxe siren ETSA482R!5 SounclOff Signal ETSA482RSP- upgrade, 200 watt dual tone remote siren with lighting and arrow controls W -UGCC Whel an Cencom - upgrade, del uxe si ran, microprocessor controlled $ 304.00 1.0 FLHP -XXX Federal S nal - Headlight flashers, solid elate $ 68.00 1.0 SoundCff "Signal - Headlight flashers, solid state W- UHF2150 Whelan - Headlight flashers, slid state $ 55.00 1.0 SounclOff Signal - Ta I I i ht flashers ENT263x Soundoff Si qnal - Intersector LED undermirror Li ght $ 129.00 1.5 SoundOff Signal - EPL8000 Full Featured Interior Lightbar Eight 6-LED modules with optional Two 6 -LED Flashing Take - EPL8000 Downs Meets SAE specifications. Easy Installation to Visor $ 655.00 1.5 Anchor Points Without Drilling Holes, Vehicle Specific. Please du Upgrade basic (6) snitch controller and siren to combination li htcontroller/si ran Bid Award Announcement (14 -22 -0904) 30 Bid Award Announcement (14 -22 -0904) 31 - For LEGEND - LGD45 Federal Signal - Patented All LED lighted Hotfoot available on $ 280.00 0.5 Vision SLR Valor LeQend and LPX Li htbars HOWLER Whelen Low Frequency Supplemental Siren, with Vehicle Mounting Bracket, availablefor: Ford Sedan and SUV Interceptor, Expedition, F250/F350, E- Series Van, Taurusand $ 462.00 2.0 Explorer, Chevy Impala Caprice, Tahoe, Suburban, Express, &Iverado, Dodge Charger, and 4500 5gnal D-44 Cycl one 100 Watt Speaker - Patent Pendi ng Cyclonic Expansion chambers, rugged glassfilled nylon housing RUMBLER Federal Signal- Rumbler Supplemental Siren /intersection Pat #RB -XXXXX Clearing System. Containsall necessary mounting hardware, $ 395 -00 2.0 system ampl i fi er, and one pai r of speakers. DTX 1/2 Federal Signal DTX Digital In Car Video System. Front and rear (2) camera system including solid state DVR with built in GPS and Wi -R, wireless microphone, and DTX COMMAND softwarefor video management. System isavailable asMDT $ 4,767.00 7.0 client version or stand along 4.5' monitor. 3rd and 4th cameras optional. Wireless download software optional per each 10 vehicles. Signal 9016 LED SeriesStarBeam M -Team LED Mini -Bar 20 flash and mounting kit. Please specify color(s). Interior Mount LED Light 12 LED Array, Gen 3 LED, Cig Plug w/ lighted on/off switch, flash pattern select button, 30 flash patterns, and mounting kit (Signal Vehicle ProductsDL15 -12 or equivalent). Please specifycolor(s). Combination 200 Watt Siren and 8 function light control panel inducting traffi c di rector, dual color lighted keypad, 4 posi tion progressiveslideswitch, LED speaker diagnostics, PA with noise c woeli ng microphone (Signal Vehi de Products LCS 800 or equivalent). Law Profile SpiIt Interior Front Mount LED Lightbar, 1" High Profile, No Drill Mounting with V ehi de Specific Mounting Kits ( induded), 35 flash patterns with pattern select button, Cig Plug w/ lighted on/off switch (Signal Vehicle Products "Split Phantom" ULB24 or equivalent) Please spedfy celor(s). Low Profile Interior Front Mount LED Lightbar, 1" High Profile, No Drill Mounting with Vehicle Specific Mounting Kits (included), 35 flash patternswith pattern select button, Red Map Light, Cig Plug w/ lighted on/off switch (Signal Vehicle Products "Phantom" ULB44 or equivalent). Please spedfy color(s). Whelen Full Featured Interior Lightbar Eight 3 -LED Lamps, Upper Front Unit Mounted in a Rugged Housi ng That Fits Snugly Against the Front Window of theVehide TwoRece Individual Driver and Passenger Side Units, with Two LED Flashi ng/Take -Dawns (one in each housing) Meets SAE and CalifomiaTitleXlll specifications Easy Installation to Visor Anchor PointslNthout Drilling Holes, Vehidespecific. Please i ndi cate vehi d e make and model . U pgrade Whelen Interior Li ghtbar to Ei ght 6 -LED Lam FederalSi gnal - Part#MPSWP -X M icroPul se Wide Angle Light. Product utilizes 9 LEDs providing 180 degreelight source. Availablein red, blue, white, $ 157.00 1.0 and amber. Federal Signal - Pat # IPX620 -XX LED warning light, dual color, with 12 LEDs per light head. $ 88.00 1.0 Amber, blue, red, white, and green LEDsavaiIable Federal Signal - Part # SILSS-XXXXXX Spectral- ux I L S. Front split headliner. Ideal fcr slick -top $ 798 2.5 --_ applications. Red and bl ue wi th whi te fl ood feat ure. _ 0 Code3 JHB 6PAK Flushmount LED Code3 I HB 4PAK Flushmount LED Code3 ITRX6 LED light Head Bid Award Announcement (14 -22 -0904) 31 Bid Award Announcement (14 -22 -0904) 32 Code3 MR6 LED Light Head Code3 HB915 HideA Blast LED Code3 Banshee Si ren Code3 C31000 Speaker 416400 -quantity 4 Comer LED I n -I i ne sui tabl a for internal and edemal mounting. Six LED per Iighthead, 30 flash patterns - Federal Signal, 4-head system, heads and cables induded. Expandable to 6-heads LED $ 312.00 2.7 heads aver table in red, blue, amber, and/or dear. Federal Signal- quantity 2 Comer lnline LED lighting systemFederalSlgnal- Avai [able in Part # 416200-XX pai rs on] y. R ease speci fy red, blue, amber, or dear. $ 145.00 1.4 L ati tude Seri es warni ng light with Sol ais4,6, and 8 head model s 3 LEDs per portion, 10 flash pattern$ 5 year warranty M PS600 +M PSM6 -CAPSM M icroPulse6 and si de maker mount for Chevy Caprice Quasar Strobe LED Extreme Generation 5- loaded with 6 revel LED's in each Iighthead sol d in pars Colors blue, red, white and amber Comer LED Kit— Two Head Signal LED Kit (LDHF311 I nd udes 2 Spherical heads i n 10' or 30' lengths with i nl i ne flasher; Nickel plated aluminum housi ng with advanced thermal heat management. Colors amber, blue, green, red, or white Comer LED Kit — Four Head Signal LED Kit (LDHF311. Indudes4 spherical heads in 10' or 30' lenghtswith inline flasher, nickel plated aluminum housing with advanced thermal heat management. Colors amber, blue, green, red, or white Comer Strobe Kits — Signal Vehicle Products Kit With 4 dear Comer Strobe Kits — Signal Vehicle Products Kit with 4 dear SoundOff Compass Fender Light Side Fender Lights for Ford PI sedan or Chevy Caprice, housi ng fitsoen openening on si de fender lights, can be purchased with GHOST or INTERSECTOR Iighthead. ELUC2S010x (ea) kit price to indude4 Comer LED Kits — Soundoff Universal undercover LED kit, lights consi stsof 4 corner LEDs, choice of col ors, red, white, blue $ 256.00 2.7 amber or any split color combination. Please spedfy col ors Included with i nl i ne flasher, 10' of cable Comer Strobe Kits — Whelen Kit with 4 dear tubes, 6 outlet CSP Comer Strobe Kits— Whelen Kit with 4 dear tubes, 6 outlet CSP W- VERTEX Comer LED Kits— (4) Whelen Vertex Series Hemispheri $ 26 7.00 2.7 PRICES BASED ON SINGLE UNIT ORDERS. ADDITIONAL DISCOUNTS MAY BE AVAILABLE WHEN ORDERING ON A VOLUME BASIS. CALL US FIRST! 863 - 402 -4234 "- -YES -- WE ANSWER OUR PHONES" "With willina hearts and skillful hands the difficult we do at once he impossible takes bit lon r" Sea Bees Memorial Arlington VA "The bitterness of poor quality remains long after the sweetness of low price is forgotten Benjamin Franklin Bid Award Announcement (14 -22 -0904) 32