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Item #06 Approval of Resolution No. 2015-018 for the 3-Year Lease-Purchase Agreement with Branch Banking and Trust Company (BB&T) for (15) Police Vehicles included in the FY 2015/2016 Budget ocoee florlda AGENDA ITEM COVER SHEET Meeting Date: November 17, 2015 Item # `C Reviewed By: •Contact Name: Joyce Tolbert Department Director: kcal k,►! ;OA 4, rr Contact Number: 1516 City Manager: Subject: Approval of Resolution#2015-018 for the 3-Year Lease-Purchas- Agreement with Branch Banking and Trust Company (BB&T) for (15) Police Vehicles included in the FY 15/16 Budget Background Summary: The budget for Fiscal Year 15/16, includes the three (3) year lease-purchase of (15) replacement Police patrol vehicles. The table below represents the actual purchase price of the equipment and the respective governmental contract the City will be piggybacking. Equipment Actual Purchase Price Governmental Agency Contract (15) 2016 Dodge Charger Police $ 31,117.50/each FL Sheriff's Contract#15-23-0904 Rated Sedan Total $466,762.50 The Finance Department obtained interest rate quotes from BB&T (1.36%), Suntrust Bank (1.76%), and BMO Harris Bank (1.895%). Issue: Approval of Resolution#2015-018. The total cost requiring financing approval is $466,762.50 at an interest rate of 1.36% for three (3) years through BB&T Company. Recommendations Staff recommends that the City Commission: 1)Authorize staff to piggyback the Florida Sheriff's Association's Vehicle Contract#15-23-0904 for the (15) Dodge Chargers; and 2)Adopt Resolution#2015-018 approving financing terms with Branch Banking and Trust Company (BB&T), and authorize the Mayor, City Clerk, and Staff to execute the Lease-Purchase Agreement Schedule No. 9909001665- 00003 and related documents for the amount of$466,762.50 at an interest rate of 1.36% for three (3) years,with payments of$39,627.11 per quarter, to close before December 17, 2015. Attachments: 1. BB&T Lease/Purchase Proposal and Draft Documents (Original documents forthcoming) 2. Resolution#2015-018 3. Quote from Vendor with FSA Contract Financial Impact: The FY 16 budget includes $162,465.00 for payments, for 3-year lease/purchase financing of$466,762.50 through BB&T at an interest rate of 1.36%, to close before December 17, 2015. Type of Item: (please mark with an x) Public Hearing For Clerk's Dept Use: Ordinance First Reading x 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. N/A Reviewed by ( ) N/A 2 RESOLUTION NO. 2015-018 A RESOLUTION TO APPROVE THE THREE (3) YEAR LEASE/PURCHASE AGREEMENT #9909001665-00003 WITH BRANCH BANKING AND TRUST COMPANY (BB&T) FOR THE FINANCING OF NEW POLICE VEHICLES FOR$466,762.50 AT AN ANNUAL INTEREST RATE OF 1.36%. WHEREAS, The City of Ocoee, Florida ("City") has previously determined to undertake a project for the Lease Purchase Financing of (15) Police Vehicles, and the City Manager has now presented a proposal for the financing of such Project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE,FLORIDA,AS FOLLOWS: SECTION 1. The City hereby determines to finance the Project through Branch Banking and Trust Company ("BB&T"), in accordance with the proposal dated November 2, 2015. The amount financed shall not exceed $466,762.50 the annual interest rate (in the absence of default or change in tax status) shall not exceed 1.36%, and the financing term shall not exceed three(3)years from closing. SECTION 2. All financing contracts and all related documents for the closing of the financing (the "Financing Documents") shall be consistent with the foregoing terms. Officers and employees of the City as required in the lease documents are hereby authorized and directed to execute and deliver any Financing Documents, and to take all such further action as they may consider necessary or desirable, to carry out the financing of the Project as contemplated by the proposal and this resolution. The Financing Documents shall include a Financing Agreement and a Project Fund Agreement as BB&T may request. SECTION 3. The City Manager is hereby authorized and directed to hold executed copies of the Financing Documents until the conditions for the delivery of the Financing Documents have been completed to such officer's satisfaction. The City Manager is authorized to approve changes to any Financing Documents previously signed by City officers or employees, provided that such changes shall not substantially alter the intent of such documents or certificates from the intent expressed in the forms executed by such officers. The Financing Documents shall be in such final forms as the City Manager shall approve, with the City Manager's release of any Financing Document for delivery constituting conclusive evidence of such officer's final approval of the Document's final form. SECTION 4. The City shall not take or omit to take any action the taking or omission of which shall cause its interest payments on this financing to be includable in the gross income for federal income tax purposes of the registered owners of the interest payment obligations. The City hereby designates its obligations to make principal and interest payments under the Financing Documents as "qualified tax-exempt obligations" for the purpose of Internal Revenue Code Section 265(b)(3). SECTION 5. All prior actions of City officers in furtherance of the purposes of this resolution are hereby ratified, approved and confirmed. All other resolutions (or parts thereof) in conflict with this resolution are hereby repealed, to the extent of the conflict. This resolution shall take effect immediately. CITY OF OCOEE SIGNATURE PAGE FOR RESOLUTION APPROVING FINANCING TERMS APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Beth Eikenberry, City Clerk John Grogan, Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND LEGALITY ON , 2015 this day of , 2015. UNDER AGENDA ITEM NO. . SHUFFIELD, LOWMAN & WILSON, P.A. BY: Scott A. Cookson, City Attorney BB&T BB&T Governmental Finance P.O. Box 714 Columbia, S.C.29202 (803)251-1328 Fax(803)251-1329 November 2,2015 Ms.Joyce Tolbert Purchasing Agent City of Ocoee 150 N.Lakeshore Drive Ocoee,FL 34761 Dear Ms.Tolbert: Branch Banking and Trust Company ("BB&T") is pleased to offer this proposal for the financing requested by the City of Ocoee,FL("City"). (1) Project: Lease Purchase Financing of(15)Fifteen Police Vehicles (2) Amount To Be Financed: $466,762.50 (3) Interest Rates,Financing Terms and Corresponding Payments: Term Bank Qualified Rate 3 years 1.36% Payments shall be quarterly in advance, as requested. See the attached amortization schedule for information on payments. The interest rate stated above is valid for a closing not later than 45 days after today. Closing of the financing is contingent upon completing documentation acceptable to BB&T and upon the condition of the property being acceptable to BB&T. At closing, the proceeds will be deposited in a Project Fund Account with BB&T Governmental Finance. All applicable taxes, permits, costs of lawyers for the City and any other costs shall be the City's responsibility and separately payable by the City. The financing documents shall allow prepayment of the principal balance in whole on a scheduled payment date without penalty. The stated interest rate assumes that the City expects to borrow less than$10,000,000 in calendar year 2015 and that the financing shall qualify as qualified tax-exempt financing under the Internal Revenue Code. BB&T reserves the right to terminate its interest in this bid or to negotiate a mutually acceptable rate if the financing is not qualified tax-exempt financing. (4) Financing Documents: BB&T proposes to use its standard form financing contracts and related documents for this installment financing. We shall provide a sample of those documents to you should BB&T be the successful proposer. This financing shall be secured by a first lien security interest in all personal property acquired with proceeds. * * * * * * BB&T appreciates the opportunity to make this financing proposal and requests to be notified within five days of this proposal should BB&T be the successful proposer. BB&T shall have the right to cancel this offer by notifying the City of its election to do so(whether or not this offer has previously been accepted by the City)if at any time prior to the closing there is a material adverse change in the City's financial condition, if we discover adverse circumstances of which we are currently unaware, if we are unable to agree on acceptable documentation with the City or if there is a change in law(or proposed change in law)that changes the economic effect of this financing to BB&T.We reserve the right to negotiate and/or terminate our interest in this transaction should we be the successful proposer. Should we become the successful proposer, we have attached the form of a resolution that your governing board can use to award the financing to BB&T. If your board adopts this resolution, then BB&T shall not require any further board action prior to closing the transaction. Please call me at 803-251-1328 with your questions and comments. We look forward to hearing from you. Sincerely, BRANCH BANKING AND TRUST COMPANY 1111411) 4611:11—d Andrew G. Smith Senior Vice President Resolution Approving Financing Terms WHEREAS: The City of Ocoee has previously determined to undertake a project for Lease Purchase Financing of (15) Fifteen Police Vehicles, and the Finance Officer has now presented a proposal for the financing of such Project. BE IT THEREFORE RESOLVED,as follows: 1. The City hereby determines to finance the Project through Branch Banking and Trust Company ("BB&T"), in accordance with the proposal dated November 2, 2015. The amount financed shall not exceed $466,762.50 the annual interest rate (in the absence of default or change in tax status) shall not exceed 1.36%,and the financing term shall not exceed three(3)years from closing. 2. All financing contracts and all related documents for the closing of the financing(the "Financing Documents")shall be consistent with the foregoing terms.All officers and employees of the City are hereby authorized and directed to execute and deliver any Financing Documents, and to take all such further action as they may consider necessary or desirable,to carry out the financing of the Project as contemplated by the proposal and this resolution. The Financing Documents shall include a Financing Agreement and a Project Fund Agreement as BB&T may request. 3. The Finance Officer is hereby authorized and directed to hold executed copies of the Financing Documents until the conditions for the delivery of the Financing Documents have been completed to such officer's satisfaction. The Finance Officer is authorized to approve changes to any Financing Documents previously signed by City officers or employees,provided that such changes shall not substantially alter the intent of such documents or certificates from the intent expressed in the forms executed by such officers. The Financing Documents shall be in such final forms as the Finance Officer shall approve,with the Finance Officer's release of any Financing Document for delivery constituting conclusive evidence of such officer's final approval of the Document's final form. 4. The City shall not take or omit to take any action the taking or omission of which shall cause its interest payments on this financing to be includable in the gross income for federal income tax purposes of the registered owners of the interest payment obligations. The City hereby designates its obligations to make principal and interest payments under the Financing Documents as "qualified tax-exempt obligations" for the purpose of Internal Revenue Code Section 265(b)(3). 5. All prior actions of City officers in furtherance of the purposes of this resolution are hereby ratified,approved and confirmed. All other resolutions(or parts thereof)in conflict with this resolution are hereby repealed,to the extent of the conflict. This resolution shall take effect immediately. Approved this day of ,2015 (Clerk) (Mayor) SEAL City of Ocoee, FL-Lease Purchase Financing of(15) Fifteen Police Vehicles Compound Period: Quarterly Nominal Annual Rate: 1.360% CASH FLOW DATA Event Date Amount Number Period End Date 1 Loan 12/4/2015 466,762.50 1 2 Payment 12/4/2015 39,627.11 1 3 Payment 3/4/2016 39,627.11 11 Quarterly 9/4/2018 AMORTIZATION SCHEDULE-Normal Amortization, 360 Day Year Date Payment Interest Principal Balance Loan 12/4/2015 466,762.50 1 12/4/2015 39,627.11 0.00 39,627.11 427,135.39 2 3/4/2016 39,627.11 1,452.26 38,174.85 388,960.54 3 6/4/2016 39,627.11 1,322.47 38,304.64 350,655.90 4 9/4/2016 39,627.11 1,192.23 38,434.88 312,221.02 2016 Totals 158,508.44 3,966.96 154,541.48 5 12/4/2016 39,627.11 1,061.55 38,565.56 273,655.46 6 3/4/2017 39,627.11 930.43 38,696.68 234,958.78 7 6/4/2017 39,627.11 798.86 38,828.25 196,130.53 8 9/4/2017 39,627.11 666.84 38,960.27 157,170.26 2017 Totals 158,508.44 3,457.68 155,050.76 9 12/4/2017 39,627.11 534.38 39,092.73 118,077.53 10 3/4/2018 39,627.11 401.46 39,225.65 78,851.88 11 6/4/2018 39,627.11 268.10 39,359.01 39,492.87 12 9/4/2018 39,627.11 134.24 39,492.87 0.00 2018 Totals 158,508.44 1,338.18 157,170.26 Grand Totals 475,525.32 8,762.82 466,762.50 B1381[ BB&T Governmental Finance D 5130 Parkway Plaza Boulevard Charlotte, North Carolina 28217 R4,7 Fax( 04)954-1700 Fax(704)954-1799 VIA ELECTRONIC DELIVERY jtolbert@ci.ocoee.fl.us wandah©ci.ocee.fl.us agsmith(igbbandt.com direct dial: 407-241-3570 November 9, 2015 Ms. Joyce Tolbert Purchasing Agent City of Ocoee 150 N. Lakeshore Drive Ocoee, Florida 34761 Dear Ms. Tolbert: We at Branch Banking and Trust Company are pleased that we will be working with you to provide financing for fifteen police vehicles By this letter we want to provide you with our proposed draft financing documents (please forward these to your attorney for review, also), and to outline the additional documentation we will need from you to close the financing. We have enclosed the following draft documents for this financing: 1. Leasing Agreement. This is the main document for the financing. The Leasing Agreement sets out the loan and repayment terms, provides for the security interest that secures the loan and contains other provisions related to the City's care and use of the property being financed. 2. Project Fund Agreement. The Project Fund Agreement provides for the custody of financing proceeds pending their use on project costs. At closing, we will disburse the loan proceeds into a Project Fund escrow account, from which you may draw down funds as they are needed. Once a closing date is scheduled, we will e-mail to you a requisition form and instructions for requesting funds. 3. Closing Certificate. This certificate, among other things, identifies the officials authorized to sign financing documents. At your earliest convenience prior to closing, please e-mail to us a copy of the approving resolution your governing board adopts for this financing (our suggested form of this resolution was attached to our financing proposal to you). We will attach that copy to the Closing Certificate. 4. Use of Proceeds Certificate. This certificate provides information regarding the City's planned use and expenditure of financing proceeds, to document compliance with federal rules for tax-exempt financing. You will see that there are some blanks in paragraph four; we need information from you to complete these blanks. The federal tax rules applicable to local government financings can be tricky and technical;please let us know if you want to discuss any aspect of the applicable tax rules. 5. Attorney's legal opinion. The attorney's opinion must be on his or her letterhead, dated the day of closing and delivered at closing. The opinion will not be valid if it is dated prior to the closing. 6. IRS Form 8038-G. This form is used to provide the required notification to the IRS regarding the tax-exempt financing. We have partially completed this form based on information currently in our file. Please review this form and the companion instructions with your attorney and complete the remainder of the form, as well as make any required revisions. 7. Invoicing Information Sheet. We have also enclosed a form requesting invoicing instructions. Please complete and return this form along with the other documents so that we will know where to send reminder invoices for your payments. We appreciate your attention to these items. After reviewing the enclosed documents, please contact Andy Smith to review this package in detail, so he may answer your questions about the documents and ensure everyone's full understanding of what has to be done for the closing. When you call, Andy will also determine a convenient day and time for closing. Sincerely, BB&T GOVERNMENTAL FINANCE Amy' (04"611__ Regina Edwards Contract Administrator Enclosures D84p1 Branch Banking and Trust Company Financing for the City of Ocoee,Florida--Document Checklist 1. Lease Agreement,with Exhibits: A) Project/Equipment description B) Payment schedule 2. Project Fund Agreement 3. Closing Certificate 4. Copy of Resolution approving financing 5. Use of Proceeds Certificate 6. City Attorney's closing opinion 7. Internal Revenue Service Form 8038-G 8. Invoicing Information Sheet 9. Payment of 1st Installment Invoice [to be paid by check at closing] Note: Copies of Certificate of Insurance, Invoices and vehicle Certificates of Origin to be provided by the Town post-closing with requisitions for funds from project fund escrow account. 494 1411:7* LEASE AGREEMENT THIS LEASE AGREEMENT (this "Agreement") is dated as of November 17, 2015, and is between the CITY OF OCOEE, FLORIDA, a public body of the State of Florida (the "City"), and BRANCH BANKING AND TRUST COMPANY ("BB&T"). RECITALS: The City has the power to acquire such personal property as it may deem appropriate for carrying out its governmental and proprietary functions, and to acquire such property pursuant to lease agreements. This Agreement provides for BB&T to make available to the City the sum of $466,762.50 to enable the City to acquire the Equipment (as defined below) by lease, and provides for securing the City's obligations under this Agreement in favor of BB&T. NOW THEREFORE, for and in consideration of the mutual promises in this Agreement, and other good and valuable consideration,the parties hereby agree as follows: ARTICLE I DEFINITIONS; INTERPRETATION Unless the context clearly requires otherwise, capitalized terms used in this Agreement and not otherwise defined shall have the following meanings: "Additional Payments" means any of BB&T's reasonable and customary fees and expenses related to the transactions contemplated by this Agreement, any of BB&T's expenses (including attorneys' fees) in prosecuting or defending any action or proceeding in connection with this Agreement, any required license or permit fees, state and local sales and use or ownership taxes or property taxes which BB&T is required to pay as a result of this Agreement, inspection and re- inspection fees, and any other amounts payable by the City (or paid by BB&T on the City's behalf) due and owing under this Agreement (together with interest that may accrue on any of the above if the City shall fail to pay the same, as set forth in this Agreement). "Amount Advanced" has the meaning assigned in Section 2.02. "Base Payments" means the rental payments payable by the City pursuant to Section 3.01. "Bond Counsel Opinion" means a written opinion (in form and substance acceptable to BB&T)of an attorney or firm of attorneys acceptable to BB&T. 1 "Budget Officer" means the City employee from time to time charged with preparing the City's draft budget as initially submitted to the Governing Board for its consideration. "Business Day" means any day on which banks in the State are not by law authorized or required to remain closed. "City" means the City of Ocoee,Florida. "City Representative" means the City's Finance Director or such other person or persons at the time designated, by a written certificate furnished to BB&T and signed on the City's behalf by the presiding officer of the City's Governing Board, to act on the City's behalf for any purpose (or any specified purpose)under this Agreement. "Closing Date" means the date on which this Agreement is first executed and delivered by the parties. "Code" means the Internal Revenue Code of 1986, as amended, including regulations, rulings and revenue procedures promulgated thereunder or under the Internal Revenue Code of 1954, as amended, as applicable to the City's obligations under this Agreement and all proposed (including temporary) regulations which, if adopted in the form proposed, would apply to such obligations. Reference to any specific Code provision shall be deemed to include any successor provisions thereto. "Equipment" is as set forth in Exhibit A of this Agreement, as may be more particularly described in documentation submitted with requisitions for funds from the Project Fund account. "Event of Default" means one or more events of default as defined in Section 6.01. "Event of Nonappropriation" means any failure by the Governing Board to adopt, by the first day of any Fiscal Year, a budget for the City that includes an appropriation for Required Payments as contemplated by Section 3.05. "Fiscal Year" means the City's fiscal year beginning October 1, or such other fiscal year as the City may later lawfully establish. "Governing Board" means the City's governing board as from time to time constituted. "Net Proceeds," when used with respect to any amounts derived from claims made on account of insurance coverages required under this Agreement, any condemnation award arising out of the condemnation of all or any portion of the Equipment, or any amounts received in lieu or in settlement of any of the foregoing, means the amount remaining after deducting from the gross proceeds thereof all expenses (including attorneys' fees and costs) incurred in the collection of such proceeds, and after reimbursement to the City or BB&T for amounts previously expended to remedy the event giving rise to such payment or proceeds. 2 "Payment Dates"means the dates indicated in Exhibit B. "Prime Rate" means the interest rate so denominated and set by Branch Banking & Trust Company of North Carolina (whether or not such Bank, or any affiliate thereof, is at any time the counterparty to this Agreement)as its "Prime Rate," as in effect from time to time. "Project Costs" means all costs of the design, planning, acquiring and installing the Equipment as determined in accordance with generally accepted accounting principles and that will not adversely affect the exclusion from gross income for federal income tax purposes of the designated interest component of Base Payments payable by the City under this Agreement, including (a) sums required to reimburse the City or its agents for advances for any such costs, (b) interest during the period of the acquisition and installation of the Equipment and for up to six months thereafter, and (c) all costs related to the financing of the Equipment through this Agreement and all related transactions. "Project Fund" has the meaning assigned in Section 2.02. "Project Fund Agreement" has the meaning assigned in Section 2.02. "Required Payments" means Base Payments and Additional Payments. "State"means the State of Florida. All references in this Agreement to designated "Sections" and other subdivisions are to the designated sections and other subdivisions of this Agreement. The words "hereof' and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision unless the context indicates otherwise. Words importing the singular number shall include the plural number and vice versa. ARTICLE II LEASE; ADVANCE 2.01. Lease. BB&T hereby leases to the City, and the City hereby leases from BB&T, the Equipment, for a term beginning on the Closing Date and ending upon final payment of all Required Payments, unless this Lease is earlier terminated. The City shall be entitled to possession of all property constituting any portion of the Equipment and may retain possession of all property constituting any portion of the Equipment so long as no Event of Default is continuing under this Agreement and no Event of Nonappropriation has occurred. 2.02. Advance. BB&T advances$466,762.50 (the "Amount Advanced")to the City on the Closing Date, and the City hereby accepts the Amount Advanced from BB&T. BB&T is advancing the Amount Advanced by making a deposit to the Project Fund (the "Project Fund") as provided in the Project Fund Agreement of even date between City and BB&T. All amounts on deposit in the 3 Project Fund including the Amount Advanced and all investment earnings shall be used only for Project Costs until the Project Fund is terminated as provided under the Project Fund Agreement. Notwithstanding anything herein to the contrary, no funds will be advanced to Lessee hereunder until BB&T receives from Lessee the vehicle identification number(s) (VIN) and/or serial number(s)associated with the Equipment. 2.03. [Reserved]. 2.04. City's Limited Obligation. (a) No provision of this Agreement shall be construed or interpreted as creating a pledge of the City's faith and credit within the meaning of any constitutional debt limitation. No provision of this Agreement shall be construed or interpreted as an improper delegation of governmental powers or as a donation or a lending of the City's credit within the meaning of the State constitution. No provision of this Agreement shall be construed to pledge or to create a lien on any class or source of the City's moneys (other than the funds held under the Project Fund Agreement or this Agreement), nor shall any provision of this Agreement restrict the future issuance of any of the City's bonds or obligations payable from any class or source of the City's moneys (except to the extent this Agreement restricts the incurrence of additional obligations secured by the Equipment). (b) Nothing in this Section is intended to impair or prohibit execution on the Equipment if the Required Payments are not paid when due or otherwise upon the occurrence of an Event of Default under this Agreement or the Project Fund Agreement. 2.05. City's Continuing Obligations. The City shall remain liable for full performance of all its covenants under this Agreement (subject to the limitations described in Section 2.04), including payment of all Required Payments, notwithstanding the occurrence of any event or circumstances whatsoever, including any of the following: (a) BB&T's waiver of any right granted or remedy available to it; (b) The forbearance or extension of time for payment or performance of any obligation under this Agreement, whether granted to the City, a subsequent owner of the Equipment or any other person; (c) The release of all or part of the Equipment or the release of any party who assumes all or any part of such performance; (d) Any act or omission by BB&T (but this section provision does not relieve BB&T of any of its obligations under this Agreement) or the Project Fund Agreement; (e) The sale of all or any part of the Equipment; or (f) Another party's assumption of the City's obligations under this Agreement. 4 ARTICLE III LESSEE'S PAYMENT OBLIGATION AND RELATED MATTERS 3.01. Rental; Purchase Option. (a) As rental for the Equipment, the City shall make Base Payments to BB&T in lawful money of the United States at the times and in the amounts set forth in Exhibit B, except as otherwise provided in this Agreement. As indicated in Exhibit B, the Base Payments reflect the repayment of the Amount Advanced and include designated interest components. (b) Upon payment of all the Base Payments and all Additional Payments, the City may, at its option, purchase all of BB&T's interest in the Equipment, on an as-is, where-is basis, upon notice and payment to BB&T of the sum of Ten Dollars. This option to purchase the Equipment is personal to the City and is not assignable. 3.02. Additional Payments. The City shall pay all Additional Payments on a timely basis directly to the person or entity to which such Additional Payments are owed in lawful money of the United States. 3.03. Prepayment. At its option on any on any scheduled Payment Date, the City may prepay the outstanding principal component of the Amount Advanced (in whole but not in part), and thereby obtain ownership of all the Equipment free of this lease and BB&T's interest in the Equipment, by paying(a) all Additional Payments then due and payable, (b) all interest accrued and unpaid to the prepayment date, and (c) 100%of the outstanding principal component of the Amount Advanced. 3.04. Late Payments. If the City fails to pay any Base Payment when due, the City shall pay additional interest on the principal component of the late Base Payment at an annual rate equal to the Prime Rate from the original due date. 3.05. Appropriations. (a) The Budget Officer shall include in the initial proposal for each of the City's annual budgets the amount of all Base Payments and estimated Additional Payments coming due during the Fiscal Year to which such budget applies. Notwithstanding that the Budget Officer includes such an appropriation for Required Payments in a proposed budget, the Governing Board may determine not to include such an appropriation in the City's final budget for such Fiscal Year. (b) The Budget Officer shall deliver to BB&T, within 15 days after the beginning of each Fiscal Year, a certificate (or a certified copy of the portion of the budget pertaining to the financed equipment) stating whether an amount equal to the Base Payments and estimated Additional Payments coming due during the next Fiscal Year has been appropriated by the City in such budget for such purposes. (c) The actions required of the City and its officers pursuant to this Section shall be deemed to be and shall be construed to be in fulfillment of ministerial duties, and it shall be the 5 duty of each and every City official to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the actions required pursuant to this Section and the remainder of this Agreement to be carried out and performed by the City. (d) The City reasonably believes that it can obtain funds sufficient to pay all Required Payments when due. (e) The City acknowledges and agrees that the nonappropriation provisions of this Agreement are not intended to be used (i) as a substitute for convenience termination nor (ii) to allow the City to replace the Equipment with other substantially identical or functionally equivalent property. The City, to the extent permitted by law, agrees not to use the nonappropriation provisions for any such purpose. 3.06. No Abatement. There shall be no abatement or reduction of the Required Payments for any reason, including, but not limited to, any defense, recoupment, setoff, counterclaim, or any claim (real or imaginary) arising out of or related to the Equipment, except as expressly provided in this Agreement. The City assumes and shall bear the entire risk of loss and damage to the Equipment from any cause whatsoever. The Base Payments shall be made in all events unless the City's obligation to make Base Payments is terminated as otherwise provided in this Agreement. 3.07. Interest Rate and Payment Adjustment. (a) "Rate Adjustment Event" means any action by the Internal Revenue Service (including the delivery of a deficiency notice) or any other federal court or administrative body determining (i) that the interest component of Base Payments, or any portion thereof, is includable in any counterparty's gross income for federal income tax purposes or (ii) that the City's obligations under this Agreement are not "qualified tax- exempt obligations" within the meaning of Code Section 265 (a "265 Event"), in any case as a result of any misrepresentation by the City or as a result of any action the City takes or fails to take. (b) Upon any Rate Adjustment Event, (i) the unpaid principal portion of the Amount Advanced shall continue to be payable on dates and in amounts as set forth in Exhibit B,but(ii)the interest components of the Base Payments shall be recalculated, at an interest rate equal to an annualized interest rate equal to the Prime Rate plus 2% (200 basis points), to the date (retroactively, if need be) determined pursuant to the Rate Adjustment Event to be the date interest became includable in any counterparty's gross income for federal income tax purposes (in the case of a 265 Event,retroactively to the Closing Date). (c) The City shall pay interest at such adjusted rate (subject to credit for interest previously paid) to each affected counterparty, notwithstanding the fact that any particular counterparty may not be a counterparty to this Agreement on the date of a Rate Adjustment Event. The City shall additionally pay to all affected counterparties any interest, penalties or other charges assessed against or payable by such counterparty and attributable to a Rate Adjustment Event notwithstanding the prior repayment of the entire Amount Advanced or any transfer to another counterparty. 6 ARTICLE IV LESSEE'S' COVENANTS,REPRESENTATIONS AND WARRANTIES 4.01. Indemnification. To the extent permitted by law, the City shall indemnify, protect and save BB&T and its officers and directors harmless from all liability, obligations, losses, claims, damages, actions, suits, proceedings, costs and expenses, including attorneys' fees, arising out of, connected with, or resulting directly or indirectly from the Equipment or the transactions contemplated by this Agreement, including without limitation the possession, condition or use of the Equipment. The indemnification arising under this Section shall survive the Agreement's termination. Nothing set forth in the Agreement shall be deemed or construed as a waiver of sovereign immunity by the City and the City shall have and maintain at all times and for all purposes any and all rights, immunities and protections available under controlling legal precedent and as provided under Section 768.28, Florida Statues and other applicable law. This indemnification and hold harmless shall survive any termination of this Agreement. 4.02. Covenant as to Tax Exemption. (a) The City shall not take or permit, or omit to take or cause to be taken, any action that would cause its obligations under this Agreement to be "arbitrage bonds" or "private activity bonds" within the meaning of the Code, or otherwise adversely affect the exclusion from gross income for federal income tax purposes of the designated interest component of Base Payments to which such components would otherwise be entitled. If the City should take or permit, or omit to take or cause to be taken, any such action, the City shall take or cause to be taken all lawful actions within its power necessary to rescind or correct such actions or omissions promptly upon having knowledge thereof. (b) In particular, the City covenants that it shall not permit the Amount Advanced, plus the investment earnings thereon (the "Proceeds"),to be used in any manner that would result in 5% or more of the Base Payments being directly or indirectly secured by an interest in property, or derived from payments in respect of property or borrowed money, being in either case used in a trade or business carried on by any person other than a governmental unit, as provided in Code Section 141(b), or result in 5%or more of the Proceeds being used directly or indirectly to make or finance loans to any persons other than a governmental unit, as provided in Code Section 141(c); provided, however,that if the City receives a Bond Counsel Opinion that compliance with any such covenant is not required to prevent the interest components of Base Payments from being includable in the counterparty's gross income for federal income tax purposes under existing law, the City need not comply with such covenant. (c) Unless the City qualifies for one or more exceptions to the arbitrage rebate requirement with respect to this financing, the City shall provide for the rebate to the United States of(i) at least 90% of the required rebate amount (A) on or before 60 days after the date that is five years from the Closing Date, and (B) at least once during each five years thereafter while the Obligations remain outstanding, and(ii)the entire required rebate amount on or before 60 days after the date of final payment of the Obligations. Payments shall be made in the manner prescribed by the Internal Revenue Service. The City shall cause the required rebate amount to be recomputed as 7 of each fifth anniversary of the Closing Date, and again as of the date of final payment of the Obligations. The City shall provide BB&T with a copy of the results of such computation within 20 days after the end of each computation period or final payment of the Obligations. Each computation shall be prepared or approved, at the City's expense, by a person with experience in matters of accounting for federal income tax purposes, a bona fide arbitrage rebate calculating and reporting service, or nationally-recognized bond counsel, in any case reasonably acceptable to BB&T. The City shall engage such rebate consultant to perform the necessary calculations not less than 60 days prior to the date of the required payment. (d) The City acknowledges that its personnel must be familiar with the arbitrage rebate rules, because the tax-exempt status of the interest on the Obligations depends upon continuing compliance with such rules. The City therefore covenants to take all reasonable action to assure that City personnel responsible for the investment of and accounting for financing proceeds comply with such rules. 4.03. Validity of Organization and Acts. The City is validly organized and existing under State law, has full power to enter into this Agreement and has duly authorized and has obtained all required approvals and all other necessary acts required prior to the execution and delivery of this Agreement. This Agreement is a valid, legal and binding obligation of the City. 4.04. Maintenance of Existence. The City shall maintain its existence, shall continue to be a local governmental unit of the State, validly organized and existing under State law, and shall not consolidate with or merge into another local governmental unit of the State, or permit one or more other local governmental units of the State to consolidate with or merge into it, unless the local governmental unit thereby resulting assumes the City's obligations under this Agreement. 4.05. Acquisition of Permits and Approvals. All permits, consents, approvals or authorizations of all governmental entities and regulatory bodies, and all filings and notices required on the City's part to have been obtained or completed as of today in connection with the authorization, execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the acquisition and installation of the Equipment have been obtained and are in full force and effect, and there is no reason why any future required permits, consents,approvals, authorizations or orders cannot be obtained as needed. 4.06. No Breach of Law or Contract. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement, (a) to the best of the City's knowledge, constitutes a violation of any provision of law governing the City or(b)results in a breach of the terms, conditions or provisions of any contract, agreement or instrument or order, rule or regulation to which the City is a party or by which the City is bound. 4.07. No Litigation. There is no litigation or any governmental administrative proceeding to which the City (or any official thereof in an official capacity) is a party that is pending or, to the best of the City's knowledge after reasonable investigation, threatened with respect to (a) the City's organization or existence, (b) its authority to execute and deliver this Agreement or to comply with 8 the terms of this Agreement, (c) the validity or enforceability of this Agreement or the transactions contemplated by this Agreement, (d) the title to office of any Governing Board member or any other City officer, (e) any authority or proceedings relating to the City's execution or delivery of this Agreement,or(f)the undertaking of the transactions contemplated by this Agreement. 4.08. No Current Default or Violation. (a) The City is not in violation of any existing law, rule or regulation applicable to it, (b) the City is not in default under any contract, other agreement, order,judgment, decree or other instrument or restriction of any kind to which the City is a party or by which it is bound or to which any of its assets are subject, including this Agreement, and (c) no event or condition has happened or existed, or is happening or existing, under the provisions of any such instrument, including this Agreement, which constitutes or which, with notice or lapse of time, or both,would constitute an event of default hereunder or thereunder. 4.09. No Misrepresentation. No representation, covenant or warranty by the City in this Agreement is false or misleading in any material respect. 4.10. Environmental Warranties and Indemnification. (a) The City warrants and represents to BB&T that, to the best of the City's knowledge after thorough investigation, the Equipment is not now and has not ever been used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials. (b) The City covenants that the Equipment shall be kept free of Hazardous Materials and shall not be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials, except in connection with the normal maintenance and operation of the Equipment, and the City shall not cause or permit, as a result of any intentional or unintentional act or omission on the part of the City or any lessee, the release of Hazardous Materials onto the Equipment or suffer the presence of Hazardous Materials on the Equipment, except in connection with the normal maintenance and operation of the Equipment. (c) The City shall comply with, and ensure compliance by all users and lessees with, all applicable federal, State and local laws, ordinances, rules and regulations with respect to Hazardous Materials and shall keep the Equipment free and clear of any liens imposed pursuant to such laws, ordinances, rules and regulations. If the City receives any notices from any governmental agency or any lessee with regard to Hazardous Materials on, from or affecting the Equipment, the City shall immediately notify BB&T. The City shall conduct and complete all investigations, studies, sampling and testing and all remedial, removal and other actions necessary to clean up and remove all Hazardous Materials on, from or affecting the Equipment in accordance with all applicable federal, State and local laws, ordinances, rules, regulations and policies and to BB&T's satisfaction. (d) "Hazardous Materials" means any explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials, asbestos or any materials containing asbestos, or any other substance or material as defined by any federal, State or local environmental law, ordinance, rule or regulation including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended 9 (42 U.S.C. sections 9601 et sm.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. sections 1801 et sea.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. sections 9601 et sec.), and the regulations adopted and publications promulgated pursuant thereto. (e) To the extent permitted by law, the City shall indemnify and hold BB&T harmless from and against (i) any and all damages, penalties, fines, claims, liens, suits, liabilities, costs (including clean-up costs), judgments and expenses (including attorneys', consultants' or experts' fees and expenses) of every kind and nature suffered by or asserted against BB&T as a direct or indirect result of any warranty or representation made by the City in subsections (a) through (c) above being false or untrue in any material respect, or (ii) any requirement under any law, regulation or ordinance, local, State or federal, which requires the elimination or removal of any hazardous materials, substances,wastes or other environmentally regulated substances by BB&T or the City or any transferee or assignee BB&T or the City. (f) The City's obligations under this Section shall continue in full force and effect notwithstanding full payment of the Required Payments under this Agreement. 4.11. Further Instruments. Upon BB&T's request, the City shall execute, acknowledge and deliver such further instruments reasonably necessary or desired by BB&T to carry out more effectively the purposes of this Agreement or any other document related to the transactions contemplated by this Agreement, and all or any part of the Equipment intended to be given or conveyed hereunder or thereunder, whether now given or conveyed or acquired and conveyed subsequent to the date of this Agreement. 4.12. BB&T's Advances for Performance of City's Obligations. If the City fails to perform any of its obligations under this Agreement, BB&T is hereby authorized,but not obligated, to perform such obligation or cause it to be performed. All expenditures incurred by BB&T (including any advancement of funds for payment of taxes, insurance premiums or other costs of maintaining the Equipment, and any associated legal or other expenses), together with interest thereon at the Prime Rate, shall be secured as Additional Payments under this Agreement. The City promises to pay all such amounts to BB&T immediately upon demand. 4.13. Equipment Will Be Used and Useful. The acquisition and installation of the Equipment is necessary and expedient for the City, and will perform essential functions of the City appropriate for units of local government. The City has an immediate need for, and expects to make immediate use of, all of the Equipment, and does not expect such need or use to diminish in any material respect during the term of the Agreement. The Equipment will not be used in any private business or put to any private business use. 4.14. Financial Information. (a) The City shall send to BB&T a copy of the City's audited financial statements for each Fiscal Year within 30 days of the City's acceptance of such statements,but in any event within 270 days of the completion of such Fiscal Year. 10 (b) The City shall furnish BB&T, at such reasonable times as BB&T shall request, all other financial information (including, without limitation, the City's annual budget as submitted or approved) as BB&T may reasonably request. The City shall permit BB&T or its agents and representatives to inspect the City's books and records and make extracts therefrom. 4.15. Taxes and Other Governmental Charges. The City shall pay, as Additional Payments, the full amount of all taxes, assessments and other governmental charges lawfully made by any governmental body during the term of this Agreement. With respect to special assessments or other governmental charges which may be lawfully paid in installments over a period of years, the City shall be obligated to provide for Additional Payments only for such installments as are required to be paid during the Agreement term. The City shall not allow any liens for taxes, assessments or governmental charges with respect to the Equipment or any portion thereof to become delinquent (including, without limitation, any taxes levied upon the Equipment or any portion thereof which, if not paid,will become a charge on any interest in the Equipment, including BB&T's interest, or the rentals and revenues derived therefrom or hereunder). 4.16. City's Insurance. (a)The City shall, at its own expense, acquire, carry and maintain broad-form extended coverage property damage insurance with respect to all Equipment in an amount equal to the actual cash value, including installation costs, of the Equipment. Such property damage insurance shall include BB&T as a loss payee. The City shall provide evidence of such coverage to BB&T promptly upon installation of the Equipment. Any Net Proceeds of the insurance required by this subsection(a) shall be payable as provided in Section 5.14. (b) The City shall, at its own expense, acquire, carry and maintain comprehensive general liability insurance (and auto liability insurance, if applicable) in an amount not less than $1,000,000 for personal injury or death and$1,000,000 for property damage. (c) The City shall also maintain workers' compensation insurance issued by a responsible carrier authorized under State law to insure the City against liability for compensation under applicable State law as in effect from time to time. (d) All insurance shall be maintained with generally recognized responsible insurers and may carry reasonable deductible or risk-retention amounts. All such policies shall be deposited with BB&T, provided that in lieu of such policies there may be deposited with BB&T a certificate or certificates of the respective insurers attesting the fact that the insurance required by this Section is in full effect. Prior to the expiration of any such policy, the City shall furnish BB&T evidence satisfactory to BB&T that the policy has been renewed or replaced or is no longer required by this Agreement. (e) No City agent or employee shall have the power to adjust or settle any property damage loss greater than $50,000 with respect to the Equipment, whether or not covered by insurance,without BB&T's prior written consent. 11 (f) BB&T shall not be responsible for the sufficiency or adequacy of any required insurance and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by BB&T. (g) The City shall deliver to BB&T annually by November 30 of each year a certificate stating that the risk coverages required by this Agreement are in effect, and stating the carriers, policy numbers, coverage limits and deductible or risk-retention amounts for all such coverages. ARTICLE V THE EQUIPMENT 5.01. Acquisition and Installation. The City shall comply with all provisions of law applicable to the acquisition of the Equipment, accept all portions of the Equipment when properly delivered, provide for the proper installation thereof and thereafter promptly place each such portion in service. 5.02. Changes in Location. The City shall promptly inform BB&T if any component of the Equipment shall be moved from the location designated for such Equipment at the time of its acquisition. 5.03. Acquisition and Installation within Funds Available. The City represents that, based upon its examination of the plans and specifications for the Equipment, estimated installation costs and the Equipment's anticipated configuration, the Equipment can be acquired and installed for a total price within the total amount of funds to be available therefore in the Project Fund, income anticipated to be derived from the investment thereof and other funds previously identified and designated for such purposes. If the total amount available for such purposes in the Project Fund shall be insufficient to pay the entire cost of acquiring and installing the Equipment, the City promises to pay any such excess costs, with no resulting reduction or offset in the amounts otherwise payable by the City under this Agreement. 5.04. Disclaimer of Warranties. The City agrees that BB&T has not designed the Equipment, that BB&T has not supplied any plans or specifications with respect thereto and that BB&T(a) is not a manufacturer of, nor a dealer in, any of the component parts of the Equipment or similar Equipment, (b) has not made any recommendation, given any advice nor taken any other action with respect to (i) the choice of any supplier, vendor or designer of, or any other contractor with respect to, the Equipment or any component part thereof or any property or rights relating thereto, or (ii) any action taken or to be taken with respect to the Equipment or any component part thereof or any property or rights relating thereto at any stage of the acquisition, installation and equipping thereof, (c) has not at any time had physical possession of the Equipment or any component part thereof or made any inspection thereof or of any property or rights relating thereto, and (d) has not made any warranty or other representation, express or implied, that the Equipment or any component part thereof or any property or rights relating thereto (i)will not result in or cause injury or damage to persons or property, (ii) has been or will be properly designed, or will accomplish the results which the City intends therefore,or(iii) is safe in any manner or respect. 12 BB&T MAKES NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER WITH RESPECT TO THE EQUIPMENT OR ANY COMPONENT PART THEREOF, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE MERCHANTABILITY OR THE FITNESS OR SUITABILITY THEREOF FOR ANY PURPOSE, and further including the design or condition thereof; the safety, quality or capacity thereof; compliance thereof with the requirements of any law, rule, specification or contract pertaining thereto; any latent defect; the Equipment's ability to perform any function; that the Amount Advanced will be sufficient to pay all costs of the acquisition and installation of the Equipment; or any other characteristic of the Equipment; it being agreed that the City is to bear all risks relating to the Equipment, the installation thereof and the transactions contemplated by this Agreement, and the City hereby waives the benefits of any and all implied warranties and representations of BB&T. The provisions of this Section shall survive the Agreement's termination. 5.05. Right of Entry and Inspection. BB&T and its representatives and agents shall have the right to enter upon the City's property, provided BB&T schedules an appointment and is escorted by authorized City staff, and inspect the Equipment from time to time during installation and after the completion of installation, and the City shall cause any vendor, contractor or sub- contractor to cooperate with BB&T and its representatives and agents during such inspections. No right of inspection or approval granted in this Section shall be deemed to impose upon BB&T any duty or obligation whatsoever to undertake any inspection or to make any approval. No inspection made or approval given by BB&T shall be deemed to impose upon BB&T any duty or obligation whatsoever to identify or correct any defects in the Equipment or to notify any person with respect thereto, and no liability shall be imposed upon BB&T, and no warranties (either express or implied) are made by BB&T as to the quality or fitness of any improvement, any such inspection and approval being made solely for BB&T's benefit. 5.06. Compliance with Requirements. (a) The City shall cause the Equipment to be installed in a careful manner and in compliance with all applicable legal requirements. (b) The City shall observe and comply promptly with all current and future requirements relating to the Equipment's use or condition imposed by(i) any judicial, governmental or regulatory body having jurisdiction over the Equipment or any portion thereof or (ii) any insurance company writing a policy covering the Equipment or any portion thereof, whether or not any such requirement shall necessitate structural changes or improvements or interfere with the use or enjoyment of the Equipment. (c) The City shall obtain and maintain in effect all licenses and permits required for the Equipment's operation. (d) The City shall in no event use the Equipment or any part thereof, nor allow the same to be used, for any unlawful purpose, or suffer any act to be done or any condition to exist with 13 respect to the Equipment or any part thereof, nor any article to be brought thereon, which may be dangerous, unless safeguarded as required by law, or which may, in law, constitute a nuisance, public or private, or which may make void or voidable any insurance then in force with respect thereto. 5.07. Use and Operation. The City shall use and operate the Equipment and related property as set forth in Exhibit A hereto, and for no other purpose unless required by law. The City shall be solely responsible for the Equipment's operation, and shall not contract with any other person or entity for the Equipment's operation. 5.08. Maintenance and Repairs; Additions. (a) The City shall keep the Equipment in good order and repair (reasonable wear and tear excepted) and in good operating condition, shall not commit or permit any waste or any other thing to occur whereby the value or usefulness of the Equipment might be impaired, and shall make from time to time all necessary or appropriate repairs, replacements and renewals. (b) The City may, also at its own expense, make from time to time any additions, modifications or improvements to the Equipment that it may deem desirable for its governmental or proprietary purposes and that do not materially impair the effective use, nor materially decrease the value or substantially alter the intended use, of the Equipment. The City shall do, or cause to be done, all such things as may be required by law in order fully to protect the interests of and all of BB&T's rights under this Agreement. (c) Any and all additions to or replacements of the Equipment and all parts thereof shall constitute accessions to the Equipment and shall be subject to all the terms and conditions of this Agreement and included in the "Equipment" for the purposes of this Agreement. (d) Notwithstanding the provisions of subsection (c) above, however, the City may, from time to time in its sole discretion and at its own expense, install machinery, equipment and other tangible property in or on the Equipment. All such property shall remain the City's sole property in which BB&T shall have no interest; provided, however, that any such property which becomes permanently affixed to the Equipment shall be subject to BB&T's interest arising under this Agreement if BB&T shall reasonably determine that the Equipment would be damaged or impaired by the removal of such machinery,equipment or other tangible property. 5.09. Security. The City shall take all reasonable steps necessary to safeguard the Equipment against theft. The security afforded the Equipment shall at all times be equal to or better than the security afforded the City's personal property that is not subject to this Agreement. 5.10. Utilities. The City shall pay all charges for utility services furnished to or used on or in connection with the Equipment. 5.11. Risk of Loss. The City shall bear all risk of loss to and condemnation of the Equipment. 14 5.12. Condemnation. (a) The City shall immediately notify BB&T if any governmental authority shall institute, or shall notify the City of any intent to institute, any action or proceeding for the taking of, or damages to, all or any part of the Equipment or any interest therein under the power of eminent domain, or if there shall be any damage to the Equipment due to governmental action, but not resulting in a taking of any portion of the Equipment. The City shall file and prosecute its claims for any such awards or payments in good faith and with due diligence and cause the same to be collected and paid over to BB&T, and to the extent permitted by law hereby irrevocably authorizes and empowers BB&T, in the City's name or otherwise, to collect and receipt for any such award or payment and to file and prosecute such claims. If the City receives any Net Proceeds arising from any such action,the City shall apply such Net Proceeds as provided in Section 5.14. (b) If any of the real or personal property acquired or improved by the City (in whole or in part) using any portion of the Amount Advanced consists of or is located on any real property acquired by the City through the exercise of the power of eminent domain, or through the threat of the exercise of the power of eminent domain, then during the term of this Agreement the City may not transfer any interest in such real property to any entity other than a local governmental unit without BB&T's prior express written consent. 5.13. No Encumbrance,Mortgage or Pledge of Equipment. (a) The City shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics' and materialmen's liens), charge, encumbrance or other claim in the nature of a lien on or with respect to the Equipment. The City shall promptly, at its own expense, take such action as may be duly necessary to discharge any such mortgage,pledge, lien, charge, encumbrance or claim not excepted above which it shall have created, incurred or suffered to exist. (b) The City shall reimburse BB&T for any expense incurred by BB&T to discharge or remove any such mortgage, pledge, lien, security interest, encumbrance or claim, with interest thereon at the Prime Rate. 5.14. Damage and Destruction; Use of Net Proceeds. (a) The City shall promptly notify BB&T if(i) the Equipment or any portion thereof is stolen or is destroyed or damaged by fire or other casualty, (ii) a material defect in the installation of the Equipment shall become apparent, or (iii) title to or the use of all or any portion of the Equipment shall be lost by reason of a defect in title. Each notice shall describe generally the nature and extent of such damage, destruction or taking. (b) If the Net Proceeds arising from any single event, or any single substantially related sequence of events, is not more than $50,000, the City shall retain such Net Proceeds and apply the same to the prompt completion, repair or restoration of the Equipment, and shall promptly thereafter report to BB&T regarding the use of such Net Proceeds. (c) If the Net Proceeds arising from any single event, or any single substantially related sequence of events, is more than $50,000, then the City shall cause such Net Proceeds to be paid to 15 an escrow agent (which shall be a bank, trust company or similar entity exercising fiduciary responsibilities) designated by BB&T for deposit in a special escrow fund to be held by such escrow agent. The City shall thereafter provide for the application of all Net Proceeds to the prompt completion, repair or restoration of the Equipment, as the case may be. The escrow agent shall disburse Net Proceeds for the payment of such costs upon receipt of requisitions in the form of Exhibit A to the Project Fund Agreement. If the Net Proceeds shall be insufficient to pay in full the cost of completion, repair or restoration, the City shall either(i)complete the work and pay any cost in excess of the Net Proceeds, or (ii) not carry out such completion, repair or restoration, and instead apply the Net Proceeds, together with other available funds as may be necessary, to the prepayment of all outstanding Required Payments pursuant to Section 3.03. (d) Any repair, restoration, modification, improvement or replacement paid for in whole or in part out of Net Proceeds shall be the City's property and shall be part of the Equipment. ARTICLE VI DEFAULTS AND REMEDIES; TERMINATION 6.01. Events of Default. An "Event of Default" is any of the following: (a) The City's failing to make any Base Payment when due. (b) The City's breaching or failing to perform or observe any term, condition or covenant of this Agreement or of the Project Fund Agreement on its part to be observed or performed, other than as provided in subsection (a) above, including payment of any Additional Payment, for a period of 15 days after written notice specifying such failure and requesting that it be remedied shall have been given to the City by BB&T, unless BB&T shall agree in writing to an extension of such time prior to its expiration. (c) The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law by or against the City as a debtor, or the appointment of a receiver, custodian or similar officer for the City or any of its property, and the failure of such proceedings or appointments to be vacated or fully stayed within 30 days after the institution or occurrence thereof. (d) Any warranty, representation or statement made by the City in this Agreement or in the Project Fund Agreement is found to be incorrect or misleading in any material respect on the Closing Date(or, if later,on the date made). (e) Any lien, charge or encumbrance affecting the validity of the Agreement, is found to exist, or proceedings are instituted against the City to enforce any lien, charge or encumbrance against the Equipment . (f) The City's failing to pay when due any principal of or interest on any of its general obligation debt. 16 6.02. Remedies on Default. Upon the continuation of any Event of Default, BB&T may, without any further demand or notice, exercise any one or more of the following remedies: (a) Declare the unpaid principal components of the Base Payments immediately due and payable; (b) Proceed by appropriate court action to enforce the City's performance of the applicable covenants of this Agreement or to recover for the breach thereof; (c) As provided in the Project Fund Agreement, require BB&T to pay over any balance remaining in the Project Fund to be applied against outstanding Required Payments in any manner BB&T may reasonably deem appropriate; and (d) Avail itself of all available remedies under this Agreement, and recovery of attorneys' fees and other expenses. 6.03. [Reserved]. 6.04. Consequences of Nonappropriation. Upon an Event of Nonappropriation, the City shall have no further obligation to pay Base Payments beyond the end of the Fiscal Year for which amounts have been appropriated for Base Payments. This Agreement shall terminate on the last day of the Fiscal Year for which amounts have been appropriated for Base Payments without any penalty to the Borrower whatsoever. The City agrees to peaceably surrender possession the Equipment to BB&T or its assignees on the first day of the Fiscal Year to which the Event of Nonappropriation applies, packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States or Canada designated by BB&T. In addition, upon the occurrence of any Event of Nonappropriation, BB&T may, without any further demand or notice, (a) apply any balance remaining in the Project Fund against outstanding Required Payments in any manner BB&T may reasonably deem appropriate, and (b)take action with respect to the City and the Equipment as contemplated in Section 6.05. An Event of Nonappropriation and resulting termination of this Agreement shall not relieve the City of liability for any defaults under this Agreement or the Project Fund Agreement occurring prior to the Event of Nonappropriation, or of liability under those provisions of this Agreement and the Project Fund Agreement which are stated to survive termination. 6.05. Possession of Equipment. Upon the continuation of an Event of Default or the occurrence of an Event of Nonappropriation, the City shall immediately lose the right to possess, use and enjoy the Equipment(but may remain in possession of the Equipment as a lessee at the will of BB&T), and thereupon the City (a) shall pay monthly in advance to BB&T a fair and reasonable rental value for the use and possession of the Equipment(in an amount BB&T shall determine in its reasonable judgment), and (b) upon BB&T's demand, shall deliver possession of the Equipment to BB&T or, at BB&T's direction,to any purchaser of the Equipment after an execution sale. 17 In addition, upon the continuation of any Event of Default or the occurrence of an Event of Nonappropriation, BB&T,to the extent permitted by law, is hereby authorized to (i)take possession of the Equipment, with or without legal action, (ii) lease the Equipment, (iii) collect all rents and profits therefrom, with or without taking possession of the Equipment, and (iv) after deducting all costs of collection and administration expenses, apply the net rents and profits first to the payment of necessary maintenance and insurance costs, and then to the City's account and in reduction of the City's corresponding Required Payments in such fashion as BB&T shall reasonably deem appropriate. BB&T shall be liable to account only for rents and profits it actually receives. 6.06. No Remedy Exclusive; Delay Not Waiver. All remedies under this Agreement are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed an election of such remedy or preclude the exercise of any other remedy. If any Event of Default shall occur and thereafter be waived by BB&T, such waiver shall be limited to the particular breach so waived and shall not be deemed a waiver of any other breach under this Agreement. 6.07. Payment of Costs and Attorney's Fees. If BB&T employs an attorney to assist in the enforcement or collection of Required Payments, or if BB&T voluntarily or otherwise shall become a party to any suit or legal proceeding(including a proceeding conducted under any state or federal bankruptcy or insolvency statute) to protect the Equipment, to protect the lien of this Agreement, to enforce collection of the Required Payments or to enforce compliance by the City with any of the provisions of this Agreement, the City agrees to pay reasonable attorneys' fees and all of the costs that may reasonably be incurred (whether or not any suit or proceeding is commenced), and such fees and costs (together with interest at the Prime Rate) shall be secured as Required Payments. ARTICLE VII MISCELLANEOUS 7.01. Notices. (a) Any communication required or permitted by this Agreement must be in writing. (b) Any communication under this Agreement shall be sufficiently given and deemed given when delivered by hand or five days after being mailed by first-class mail, postage prepaid, addressed as follows: (i) If to the City, to 150 N. Lakeshore Drive, Ocoee, Florida 34761, Attention: Finance Director; or (ii) If to BB&T, to 5130 Parkway Plaza Boulevard, Building 9, Charlotte,North Carolina 28217,Attention: Governmental Finance Account Administration. (c) Any addressee may designate additional or different addresses for communications by notice given under this Section to each of the others. 18 7.02. No Assignments by City. The City shall not sell or assign any interest in this Agreement. 7.03. Assignments by BB&T. BB&T may, at any time and from time to time,assign all or any part of its interest in the Equipment or this Agreement, including, without limitation, BB&T's rights to receive Required Payments. Any assignment made by BB&T or any subsequent assignee shall not purport to convey any greater interest or rights than those held by BB&T pursuant to this Agreement. The City agrees that this Agreement may become part of a pool of obligations at BB&T's or its assignee's option. BB&T or its assignees may assign or reassign all or any part of this Agreement, including the assignment or reassignment of any partial interest through the use of certificates evidencing participation interests in this Agreement. Notwithstanding the foregoing, no assignment or reassignment of BB&T's interest in the Equipment or this Agreement shall be effective unless and until the City shall receive a duplicate original counterpart of the document by which such assignment or reassignment is made disclosing the name and address of each such assignee. The City further agrees that BB&T's interest in this Agreement may be assigned in whole or in part upon terms which provide in effect that the assignor or assignee will act as a collection and paying agent for BB&T. The City agrees to execute any document reasonably required in connection with any assignment. Any assignor must provide notice of any assignment to the City, and the City shall keep a complete and accurate record of all assignments as required by the Code. After the giving of any such notice, the City shall thereafter make all payments in accordance with the notice to the assignee named therein and shall, if so requested, acknowledge such assignment in writing, but such acknowledgment shall in no way be deemed necessary to make the assignment effective. 7.04. Amendments. No term or provision of this Agreement may be amended, modified or waived without the prior written consent of the City and BB&T. 7.05. Governing Law. The City and BB&T intend that Florida State law shall govern this Agreement, and venue shall lie in the Ninth Judicial Circuit Court of Orange County Florida. 7.06. Liability of Officers and Agents. No officer, agent or employee of the City shall be subject to any personal liability or accountability by reason of the execution of this Agreement or any other documents related to the transactions contemplated by this Agreement. Such officers or agents shall be deemed to execute such documents in their official capacities only, and not in their individual capacities. This Section shall not relieve an officer, agent or employee of the City from the performance of any official duty provided by law. 7.07. Severability. If any provision of this Agreement shall be determined to be unenforceable,that shall not affect any other provision of this Agreement. 19 7.08. Non-Business Days. If the date for making any payment or the last day for performance of any act or the exercising of any right shall not be a Business Day, such payment shall be made or act performed or right exercised on or before the next preceding Business Day. 7.09. Entire Agreement. This Agreement constitutes the City's entire agreement with respect to the general subject matter covered by this Agreement. 7.10. Binding Effect. Subject to the specific provisions of this Agreement, and in particular Section 7.03, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and assigns. IN WITNESS WHEREOF, the parties have duly signed, sealed and delivered this Agreement by duly authorized officers, all as of the date first above written. The remainder of this page has been left blank intentionally; signature page follows. 20 CITY OF OCOEE SIGNATURE PAGE FOR LEASE AGREEMENT BETWEEN THE CITY OF OCOEE,FLORIDA AND BRANCH BANKING AND TRUST COMPANY DATED NOVEMBER 17,2015 APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Beth Eikenberry, City Clerk ,Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE,FLORIDA COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND LEGALITY ON ,2015 this day of ,2015. UNDER AGENDA ITEM NO. . SHUFFIELD,LOWMAN& WILSON, P.A. BY: Scott A. Cookson, City Attorney • BRANCH BANKING AND TRUST COMPANY By: Printed Name: Title: 21 EXHIBIT A -- PROJECT AND EQUIPMENT DESCRIPTION Fifteen (15)police vehicles All as may be more particularly described in documentation submitted with requisitions pursuant to the Project Fund Agreement. 22 EXHIBIT B --PAYMENT SCHEDULE Payment Schedule to Lease Agreement dated as of November 17, 2015 (the "Lease Agreement"), between the City of Ocoee,Florida, and Branch Banking and Trust Company Contract Number: 9909001665-00003 The payments required to repay the advance made pursuant to the Lease Agreement call for an amortization period of approximately three (3)years. Payments are quarterly in advance in the amount of $39,627.11. A portion of each payment is paid as and represents payment of interest at an annual interest rate of 1.36%. Payments are due beginning on November , 2015 and quarterly thereafter, with a final payment of all outstanding principal and accrued and unpaid interest due on August , 2018, all as set forth in the attached amortization schedule. 23 440 Cr City of Ocoee, Florida .4fr $466,762.50 Fifteen (15)Police Vehicles it* 9909001665-00003 DRAFT AMORTIZATION SCHEDULE—TO BE UPDATED TO REFLECT FUNDING DATE Compound Period: Quarterly Nominal Annual Rate: 1.360 % CASH FLOW DATA Event Date Amount Number Period End Date 1 Loan 11/17/2015 466,762.50 1 2 Payment 11/17/2015 39,627.11 1 3 Payment 02/17/2016 39,627.11 11 Quarterly 08/17/2018 AMORTIZATION SCHEDULE -Normal Amortization, 360 Day Year Date Payment Interest Principal Balance Loan 11/17/2015 466,762.50 1 11/17/2015 39,627.11 0.00 39,627.11 427,135.39 2 02/17/2016 39,627.11 1,452.26 38,174.85 388,960.54 3 05/17/2016 39,627.11 1,322.47 38,304.64 350,655.90 4 08/17/2016 39,627.11 1,192.23 38,434.88 312,221.02 2016 Totals 158,508.44 3,966.96 154,541.48 5 11/17/2016 39,627.11 1,061.55 38,565.56 273,655.46 6 02/17/2017 39,627.11 930.43 38,696.68 234,958.78 7 05/17/2017 39,627.11 798.86 38,828.25 196,130.53 8 08/17/2017 39,627.11 666.84 38,960.27 157,170.26 2017 Totals 158,508.44 3,457.68 155,050.76 9 11/17/2017 39,627.11 534.38 39,092.73 118,077.53 10 02/17/2018 39,627.11 401.46 39,225.65 78,851.88 11 05/17/2018 39,627.11 268.10 39,359.01 39,492.87 12 08/17/2018 39,627.11 134.24 39,492.87 0.00 2018 Totals 158,508.44 1,338.18 157,170.26 Grand 475,525.32 8,762.82 466,762.50 Totals 24 44#9 PROJECT FUND AGREEMENT THIS PROJECT FUND AGREEMENT is dated as of November 17, 2015, and is by and between the CITY OF OCOEE, FLORIDA, a public body of the State of Florida (the "City"), and BRANCH BANKING AND TRUST COMPANY("BB&T"). RECITALS, The City is, simultaneously with the execution and delivery of this Project Fund Agreement, executing and delivering a Lease Agreement dated as of November 17, 2015 (the "Lease Agreement"), by and between the City and BB&T. The purpose of the Lease Agreement is to provide for BB&T's advance of $466,762.50 to the City to finance the City's acquisition of equipment, as defined in the Lease Agreement. In partial consideration for BB&T's entering into the Lease Agreement, the City has agreed to provide for financing proceeds to be deposited and disbursed pursuant to this Project Fund Agreement. NOW,THEREFORE,the parties agree as follows: SECTION 1. DEFINITIONS In this Project Fund Agreement, the term "Project Costs" means all costs of the design, planning, acquiring, installing of the Equipment as determined in accordance with generally accepted accounting principles and that will not adversely affect the exclusion from gross income for federal income tax purposes of the designated interest component of Installment Payments payable by the City under the Lease Agreement, including (a) sums required to reimburse the City or its agents for advances made for any such costs, (b) interest during the installation process and for up to six months thereafter, and (c) all costs related to the financing of the Equipment through the Lease Agreement and all related transactions. In addition, any capitalized terms used in this Project Fund Agreement and not otherwise defined shall have the meanings assigned thereto in the Lease Agreement. SECTION 2. PROJECT FUND. 2.1. Project Fund. On the Closing Date, BB&T will deposit $466,762.50 into a special account of the City at Branch Banking and Trust Company to be designated "2015-00003 City of Ocoee, Florida Project Fund" (the "Project Fund"). This account shall be held separate and apart from all other funds of the City. The Project Fund is the City's property, but the City will withdraw amounts on deposit in the Project Fund only as provided in this Project Fund Agreement and only for application from time to time to the payment of Project Costs. Pending such application, such amounts shall be subject to a lien and charge in favor of BB&T to secure the City's obligations under the Lease Agreement. 2.2. Requisitions from Project Fund. The City may withdraw funds from the Project Fund only after authorization from BB&T. BB&T will disburse funds from the Project Fund only to the City and only upon its receipt of written requisitions from one of the designated City Representatives named in the Certificate of Authorized Representatives contained herein and substantially in the form of Exhibit A attached hereto. 2.3. Disposition of Project Fund Balance. (a) Upon completion -- Promptly after the acquisition and installation of the Equipment has been completed, the City shall deliver to BB&T a certificate to such effect signed by a City Representative. (b) Upon default -- Upon the occurrence of an Event of Default, BB&T may withdraw any balance remaining in the Project Fund and apply such balance against outstanding Required Payments in any manner BB&T may reasonably deem appropriate. (c) Upon Nonappropriation - Upon the occurrence of an Event of Nonappropriation, BB&T may, without demand or notice, apply any balance remaining in the Project Fund against outstanding Required Payments in any manner BB&T may reasonably deem appropriate. (d) After delay or inactivity-- If (i) more than two years have elapsed from the Closing Date or(ii) at least six months has passed from BB&T's most recent receipt of a requisition for Project Costs, then BB&T, upon 30 days' notice from BB&T to the City, may withdraw any balance remaining in the Project Fund and apply such balance against outstanding Required Payments. (e) Application of Project Fund balance -- BB&T will apply any amounts paid to it pursuant to this section (i) first against all Additional Payments then due and payable, (ii) then to interest accrued and unpaid to the prepayment date, and (iii) then to the prepayment, in inverse order of maturity and without premium (notwithstanding any contrary provisions of Section 3.03 of the Lease Agreement), of the outstanding principal components of Installment Payments. Such prepayment, however, will not affect any other City payment obligation under the Lease Agreement. BB&T will notify the City of any withdrawal from the Project Fund made under this Section 2.3, and in the notice will describe its application of the funds withdrawn. 2.4. Investment. (a) The City and BB&T agree that money in the Project Fund will be continuously invested and reinvested in a public funds money rate savings account. (b) From and after the date that is three years from the Closing Date, the City will not purchase or hold any investment which has a "yield," as determined under the Code, in excess of the "yield" on the City's obligations under the Lease Agreement, unless the City has supplied BB&T with a Bond Counsel Opinion to the effect that such investment will not adversely affect the exclusion from gross income for federal income tax purposes to which the interest components of Installment Payments would otherwise be entitled. 2 (c) Investment obligations acquired with money in the Project Fund shall be deemed at all times to be part of the Project Fund. The interest accruing thereon and any profit or loss realized upon the disposition or maturity of any such investment shall be credited to or charged against the Project Fund. (d) All earnings on moneys in the Project Fund must be used for Project Costs. SECTION 3. MISCELLANEOUS. 3.1. Notices. Any notice or other communication required or contemplated by this Project Fund Agreement shall be deemed to be delivered if in writing, addressed as provided below and if(a) actually received by such addressee, or (b) in the case of mailing, when indicated to have been delivered by a signed receipt returned by the United States Postal Service after deposit in the United States mails, postage and registry fees prepaid, and clearly directed to be transmitted as registered or certified mail: (i) If intended for the City , addressed to it at the following address: City of Ocoee, Florida, Attention: Finance Officer, 150 N Lakeshore Drive Ocoee, Florida 34761, (ii) If intended for BB&T, addressed to it at the following address: BB&T Governmental Finance, Attention: Account Administration/Municipal — Project Fund Agreement Notice, 5030 Parkway Plaza Boulevard, Building 9, Charlotte, North Carolina 28217. Any party may designate a different or alternate address for notices by notice given under this Project Fund Agreement. 3.2. Survival of Covenants and Representations. All covenants, representations and warranties made by the City in this Project Fund Agreement and in any certificates delivered pursuant to this Project Fund Agreement shall survive the delivery of this Project Fund Agreement. 3.3. Choice of Law. The parties intend that Florida law shall govern this Project Fund Agreement. 3.4. Amendments. This Project Fund Agreement may not be modified or amended unless such amendment is in writing and signed by BB&T and the City . 3.5. No Third-Party Beneficiaries. There are no parties intended to be or which shall be deemed to be third-party beneficiaries of this Project Fund Agreement. 3.6. Successors and Assigns. All of the covenants and conditions of this Project Fund Agreement shall be binding upon and inure to the benefit of the parties to this Project Fund Agreement and their respective successors and assigns. 3 3.7. Severability. If any court of competent jurisdiction shall hold any provision of this Project Fund Agreement invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of this Project Fund Agreement. 3.8. Counterparts. This Project Fund Agreement may be executed in any number of counterparts, including separate counterparts, each executed counterpart constituting an original but all together only one agreement. 3.9. Termination. Except as otherwise provided in this Project Fund Agreement, this Project Fund Agreement shall cease and terminate upon payment of all funds (including investment proceeds) from the Project Fund. CERTIFICATE DESIGNATING CITY REPRESENTATIVES In accordance with the terms herein, the City designates the following persons as City Representatives authorized to sign requisitions to withdraw funds from the Project Fund account: Printed Name: Signature: The City may designate additional Representatives to sign requisitions upon written notification to BB&T. 4 CITY OF OCOEE SIGNATURE PAGE FOR PROJECT FUND AGREEMENT BETWEEN THE CITY OF OCOEE,FLORIDA AND BRANCH BANKING AND TRUST COMPANY DATED NOVEMBER 17,2015 APPROVED: ATTEST: CITY OF OCOEE,FLORIDA Beth Eikenberry, City Clerk ,Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE,FLORIDA COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND LEGALITY ON ,2015 this day of ,2015. UNDER AGENDA ITEM NO. SHUFFIELD,LOWMAN& WILSON,P.A. BY: Scott A. Cookson, City Attorney BRANCH BANKING AND TRUST COMPANY By: Printed Name: Title: 5 EXHIBIT A [To Be Prepared on City of Ocoee, Florida's Letterhead for Submission] PROJECT FUND REQUISITION [DATE] Trina Britt BB&T Governmental Finance direct dial: 704-954-1873 fax: 704-954-1799 E-mail requisitions to: GFProjectfunds @bbandt.com RE: Request for disbursement of funds from the Project Fund related to Contract No. 9909001665-00003 with the City of Ocoee, Florida, dated November 17, 2015. Dear Ms. Britt, Pursuant to the terms and conditions of the Project Fund Agreement dated as of November 17, 2015, the City of Ocoee, Florida (the "City"), requests the disbursement of funds from the Project Fund established under the Project Fund Agreement for the following Project Costs: This is requisition number from the Project Fund. Disbursements will be to the City of Ocoee,Florida. Amount of Request: For vehicles attach the following to this requisition • Copies of vendor invoices; • copies of the certificates of origin • Copy of Certificate of Insurance showing: o automobile liability and property coverage with BB&T Governmental Finance listed as loss payee and certificate holder; o year, make model, VIN number of vehicles; o loan contract number 9909001665-00003. Project Description: Fifteen (15)police vehicles Location of Facilities: 6 To receive funds via wire transfer, please include: ABA Routing Number: Account Number: Physical address of City: The City of Ocoee, Florida makes this requisition pursuant to the following representations: 1. The City has appropriated in its current fiscal year funds sufficient to pay the Installment Payments and estimated Additional Payments due in the current fiscal year. 2. The purpose of this disbursement is for partial payment on the project provided for under the Contract referenced above. 3. The requested disbursement has not been subject to any previous requisition. 4. No notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable herein to any of the persons, firms or corporations named herein has been received, or if any notice of any such lien, attachment or claim has been received, such lien, attachment or claim has been released or discharged or will be released or discharged upon payment of this requisition. 5. This requisition contains no items representing payment on account of any percentage entitled to be retained on the date of this requisition. 6. No Event of Default is continuing under the Lease Agreement, and no event or condition is existing which,with notice or lapse of time or both, would become an Event of Default. 7. The City has in place insurance on this portion of the Equipment that complies with the insurance provisions of the above-referenced Contract. Each amount requested for payment in this requisition either (a) represents reimbursement to the City for a Project Cost expenditure previously made, or (b) will be used by the City promptly upon the receipt of funds from BB&T to make the payments to third parties described in this requisition. Attached is evidence that the amounts shown in this requisition are properly payable at this time, such as bills, receipts, invoices, architects' payment certifications or other appropriate documents. CITY OF OCOEE,FLORIDA By: Printed name: Title: 7 0 49 CLOSING CERTIFICATE 4,4> The undersigned officers of the City of Ocoee, Florida (the "City"), hereby certify as follows: 1. The City's governing board (the "Board") adopted the attached Resolution (the "Resolution"), authorizing and providing for a lease financing with Branch Banking and Trust Company. The Resolution was duly adopted at a meeting duly called and held at which a quorum was present and acting throughout. The Resolution has not been repealed, revoked, rescinded or amended, but remains in full effect as of today. A copy of the Resolution is attached hereto. 2. The signatures set forth below are the true and genuine signatures of the persons holding the indicated offices. The indicated persons have held such offices at all times since the Resolution was adopted. Printed Name Title Signature Mayor Beth Eikenberry City Clerk 3. The City has duly authorized, executed and delivered the Lease Agreement and the Project Fund Agreement. We have reviewed the City's representations as set forth in such Agreements, and all of such representations are correct and complete in all material respects as if made today. The City has appropriated at least $158,508.44 for Base Payments under the Lease Agreement coming due between today and the end of the City's current fiscal year. 4. The seal impressed below is the City's official seal, and has been the City's official seal since prior to the approval of the Resolution. WITNESS our signatures and the seal of the City of Ocoee, Florida, this 17th day of November, 2015. The remainder of this page left blank intentionally;signature page follows. CITY OF OCOEE SIGNATURE PAGE FOR CLOSING CERTIFICATE APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Beth Eikenberry, City Clerk ,Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND LEGALITY ON , 2015 this day of ,2015. UNDER AGENDA ITEM NO. . SHUFFIELD, LOWMAN & WILSON, P.A. BY: Scott A. Cookson, City Attorney USE OF PROCEEDS CERTIFICATE The undersigned Mayor of the City of Ocoee, Florida (the "City"), is among the City officers charged with responsibility for the City's entering into a Lease Agreement dated as of November 17, 2015 (the "Agreement"), with Branch Banking and Trust Company ("BB&T"). This Certificate is delivered as part of the official record of the proceedings for the delivery of the Agreement. I am executing and delivering this Certificate on behalf of the City to set forth in good faith the City's reasonable expectations concerning the use and investment of financing proceeds and other related matters, in order to assure that interest on the Obligations, as defined below, will be excluded from gross income for federal income tax purposes. I understand that I have an obligation to make the representations in this Certificate both correct and complete. All capitalized terms used in this Certificate and not otherwise defined have the meanings assigned to such terms under the Treasury Regulations applicable to tax-exempt bonds. PURPOSE OF AGREEMENT 1. The City is executing and delivering the Agreement today to provide funds to finance the acquisition (the "Project") of the vehicles and equipment set forth in the Agreement (the "Equipment"), and to pay certain financing costs. BB&T will advance funds to the City pursuant to the Agreement for the Project. BB&T is entering into the Agreement for its own account with no current intention of reselling its rights under the Agreement or any interest therein, except that BB&T may make an assignment of payment rights to an affiliate, in whole, at par and without recourse. PROCEEDS; PAYMENT OBLIGATIONS 2. (a) BB&T will today pay directly to the City the full principal amount to be advanced under the Agreement of$466,762.50 (the "Proceeds"). (b) Under the Agreement, the City is obligated to pay Base Payments, as defined in the Agreement, on the dates and in the amounts set forth in the Agreement (the City's obligations to pay Base Payments are referred to in this Certificate as the "Obligations"), subject to prepayment as provided in the Agreement. (c) The Base Payments reflect the repayment of the Proceeds and include a designated interest component corresponding to an annual interest rate as set forth in the Agreement. The City does not expect to prepay any of the Obligations prior to the scheduled payment dates. USE OF PROCEEDS; REIMBURSEMENT 3. (a) All of the Proceeds and all investment earnings thereon will be used to pay Project Costs, including costs incurred in connection with the execution and delivery of the Agreement and interest on the Obligations during the Project period. (b) All of such costs will be incurred and expenditures made subsequent to today, except for reimbursement to the City for amounts (i) paid not more than 60 days prior to today, (ii) representing engineering, design and similar preliminary expenses in an aggregate amount not exceeding 20%of the principal amount of the Obligations, or(iii) otherwise in an amount not exceeding 5%percent of the Proceeds. (c) All expenditures to be reimbursed occurred not more than 18 months prior to today.None of the Equipment was placed in service more than one year before today. (d) All of the costs to be paid or reimbursed from Proceeds will be Capital Expenditures, and none will be Working Capital Expenditures. No portion of the Gross Proceeds will be used, directly or indirectly,to make or finance loans to two or more ultimate borrowers. QUALIFICATION FOR TEMPORARY PERIOD 4. The Equipment will be placed in service beginning on or about Within 90 days of today (if it has not already done so), the City will enter into substantial binding obligations to third parties to spend the Proceeds on Project Costs that are capital expenditures in an amount exceeding 5% of the amount financed. The City estimates that all the Proceeds and all the investment earnings thereon will be fully expended within months from today. INVESTMENT PROCEEDS 5. (a) Any earnings or net profit derived from the investment of the Proceeds will be used to pay additional Project Costs or interest on the Obligations not later than the date that is the later of(i) three years from today or (ii) twelve months from the date of the receipt of such earnings. (b) After the date that is three years from today, the City will not invest any of the Gross Proceeds at a Yield in excess of the Yield on the Obligations. (c) No investment will be acquired or disposed of at a cost or price that exceeds its Fair Market Value as of the acquisition date, or which is less than its Fair Market Value as of the disposition date. No portion will be invested in any investment as to which the economic return is substantially guaranteed for more than three years. (d) No portion of the Gross Proceeds will be used, directly or indirectly, to replace funds that the City used (directly or indirectly) to acquire securities or obligations producing (or expected to produce) a Yield higher than the Yield on the Obligations. 2 NO OVER-ISSUANCE OR EXCESSIVE MATURITY 6. (a) The sum of the Proceeds and the reasonably expected investment earnings thereon does not exceed the amount reasonably expected to be required to pay Project Costs, including interest on the Obligations during the Project period and financing costs. (b) The term of the Obligations is not longer than reasonably necessary for the governmental purposes thereof, and is not longer than the expected useful life of the Equipment. (c) In connection with the issuance of the Obligations, the City has not utilized any device (not described in this Certificate) which attempts to circumvent the restrictions of the Code to exploit the difference between tax-exempt and taxable interest rates to obtain a material financial advantage. The City has not attempted to increase improperly the burden on the market for tax-exempt securities (for example, by selling its obligations in larger amounts or with longer maturities, or selling them sooner,than would otherwise be necessary). COMPLIANCE WITH REBATE REQUIREMENT 7. In the Agreement, the City has agreed to comply with provisions of the Code which in some circumstances require the City to pay some of its investment earnings to the United States, as provided in Code Section 148. PRIVATE ACTIVITY TESTS 8. No payment on the Obligations is secured by property to be used in any private business. None of the Proceeds are to be used for any such private business use. The City has no leases, management contracts or other agreements with private entities or the federal government for either (a) management or operation of the Equipment, or (b) the use of designated portions of the Equipment. QUALIFIED TAX-EXEMPT OBLIGATIONS 9. (a) None of the Obligations are "private activity bonds" within the meaning of Code Section 141. The aggregate amount of tax-exempt obligations, including the Obligations, issued and reasonably expected as of today to be issued in calendar year 2015 by (i) the City, (ii) all entities on behalf of which the City issues tax-exempt obligations, and (iii) all governmental units that are "subordinate" to the City, within the meaning of Code Section 265(b)(3), and (iv) all entities that issue tax-exempt obligations on behalf of the same such entities, does not exceed $10,000,000. The City has no reason to believe that the City and such other entities will issue tax-exempt obligations in 2015 in an aggregate amount that will exceed such $10,000,000 limit. (b) In making the statements in subparagraph (a) above, I have taken into account (i) all the City's departments and agencies and (ii) all political subdivisions or other entities (x) which have the power to borrow money or enter into contracts and (y) of which the City is a member or over which it has legal or practical control. For all of such entities, I have taken into 3 account all bonds, bond anticipation notes, installment or lease-purchase contracts and all other obligations to pay money (excluding only current accounts payable and private activity bonds) issued or to be issued or contracted by such entities in calendar year 2015. INVESTED SINKING FUNDS 10. There are no funds (a)to be held under the Agreement or(b)which are pledged as security for the Obligations (including by way of negative pledges), or which will be used to pay the Obligations, or which could be reasonably be expected to be available to pay the Obligations if the City were to encounter financial difficulty. The City will pay the Obligations from its general funds, with there being no obligation (or expectation) on the part of the City or any other entity to segregate or identify any particular funds or accounts for the payment of or security for the Obligations. MISCELLANEOUS 11. (a) No substantial part of the Equipment will be sold, no arrangement has been or will be entered into with respect to the Equipment that would be treated as a sale for federal income tax purposes, and the City expects to use the Equipment for its currently-intended purpose at least until the stated date for final payment of the Obligations, in all cases other than such insubstantial portions as may be disposed of in the ordinary course of business due to normal wear or obsolescence. (b) There are no other tax-exempt bonds, notes or obligations of the City which have been or are expected to be issued or contracted within 20 days before or after today. (c) None of the Proceeds will be used to make any payment on any other City obligation that was contracted in the exercise of the City's borrowing power. (d) No portion of the Obligations is Federally Guaranteed. REASONABLENESS; BINDING EFFECT 12. To the best of my knowledge and belief, the expectations set forth above are reasonable and the statements set forth above are correct. The City's covenants made as described in this Certificate are intended as binding covenants of the City. The remainder of this page left blank intentionally; signature page follows. 4 CITY OF OCOEE SIGNATURE PAGE FOR USE OF PROCEEDS CERTIFICATE BETWEEN THE CITY OF OCOEE, FLORIDA AND BRANCH BANKING AND TRUST COMPANY DATED NOVEMBER 17, 2015 APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Beth Eikenberry, City Clerk ,Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE,FLORIDA COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND LEGALITY ON ,2015 this day of , 2015. UNDER AGENDA ITEM NO. . SHUFFIELD, LOWMAN&WILSON, P.A. BY: Scott A. Cookson,City Attorney 5 Form 8038-G Information Return for Tax-Exempt Governmental Obligations (Rev.September2011) ■Under Internal Revenue Code section 149(e) OMB No.1545-0720 •See separate instructions. Department of the Treasury Caution:If the issue price is under$100,000,use Form 8038-GC. Internal Revenue Service Part I Reporting Authority If Amended Return,check here • ❑ 1 Issuer's name 2 Issuer's employer identification number(EIN) City of Ocoee,Florida 59-6019764 3a Name of person(other than issuer)with whom the IRS may communicate abo ee instructions) 3b Telephone number of other person shown on 3a 4 Number and street(or P.O.box if mail is not delivered to street address) o ite 5 Report number(For IRS Use Only) 150 N.Lakeshore Drive 13 8 City,town,or post office,state,and ZIP code 7 Date of issue Ocoee,Florida 34761 11/_/2015 8 Name of issue 9 CUSIP number $466,762.50 Police vehicle installment financing loan contract#9909001665-00003 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other instructions) employee shown on 10a ,Mayor 407-905-3100 Part II Type of Issue(enter the issue price). See the instructions and attach schedule. 11 Education 11 12 Health and hospital 12 13 Transportation 13 14 Public safety 14 466,762 50 15 Environment(including sewage bonds) 15 16 Housing 16 17 Utilities 17 18 Other. Describe • 18 19 If obligations are TANs or RANs, check only box 19a • ❑ If obligations are BANs,check only box 19b • ❑ 20 If obligations are in the form of a lease or installment sale, check box • Cl Part III Description of Obligations. Complete for the entire issue for which this form is being filed. (a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted (e)Yield price at maturity average maturity 21 81_12018 $ 466,762.50 $ 466,762.50 years 1.36 % Part IV Uses of Proceeds of Bond Issue(including underwriters' discount) 22 Proceeds used for accrued interest 22 23 Issue price of entire issue(enter amount from line 21, column (b)) 23 466,762 50 24 Proceeds used for bond issuance costs(including underwriters'discount) . . 24 0 25 Proceeds used for credit enhancement 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to currently refund prior issues 27 28 Proceeds used to advance refund prior issues 28 29 Total(add lines 24 through 28) 29 0 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . 30 466,762 50 Part V Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . • years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . • years 33 Enter the last date on which the refunded bonds will be called(MM/DD/YYYY) • 34 Enter the date(s)the refunded bonds were issued•(MM/DD/YYYY) For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2011) Form 8038-G(Rev.9-2011) Page 2 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC)(see instructions), b Enter the final maturity date of the GIC• c Enter the name of the GIC provider• 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units 37 If this issue is a loan made from the proceeds of another tax-exempt issue,check box• ❑and enter the following information: b Enter the date of the master pool obligation• c Enter the EIN of the issuer of the master pool obligation• d Enter the name of the issuer of the master pool obligation• 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box . . . • Igl 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box • ❑ 41a If the issuer has identified a hedge, check here• ❑ and enter the following information: b Name of hedge provider• c Type of hedge• d Term of hedge• 42 If the issuer has superintegrated the hedge, check box • ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations(see instructions),check box • ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148,check box • ❑ 45a If some portion of the proceeds was used to reimburse expenditures, check here• ❑ and enter the amount of reimbursement • b Enter the date the official intent was adopted• Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to and process this return,to the person that I have authorized above. Consent ' ' ,Mayor Signature of issuer's authorized representative Date Type or print name and title Paid Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN Preparer Self-employed Use Only Firm's name • . Firm's EIN • Firm's address • Phone no. Form 8038-G(Rev.9-2011) CITY OF OCOEE,FLORIDA INVOICING INFORMATION SHEET CONTRACT NUMBER: 9909001665-00003 CONTRACT DATE: November 17, 2015 INVOICING ADDRESS: CONTACT PERSON: PHONE NUMBER: FAX NUMBER: CONTACT PERSON'S E-MAIL ADDRESS: BB8EII' BB&T Governmental Finance 5130 Parkway Plaza Boulevard Building#9 Charlotte, North Carolina 28217 (704)954-1700 Fax(704)954-1799 INVOICE 9909001665-00003 City of Ocoee 150 N. Lakeshore Drive Ocoee,Florida 34761 1st installment payment $39,627.11 Payment due at funding [to be paid by check at closing] Make check payable to: BB&T Governmental Finance BB&T INSURANCE CERTIFICATE REQUIREMENTS Provide a copy of a Certificate of Insurance setting forth the following: • General liability insurance in an amount not less than $1,000,000 for personal injury or death and $1 ,000,000 for property damage. (This applies only to financed equipment other than vehicles). • Automobile liability insurance related to the financed vehicle(s) in an amount not less than $1 ,000,000.00 for personal injury or death and not less than $1 ,000,000.00 for property damage • Property damage insurance in an amount equal to the actual cash value of the equipment/vehicle(s). This property damage insurance must include BB&T as loss payee. The insurance certificate should include the year, make model & VIN number of financed vehicles and equipment for which a title is issued, and the manufacturer, model number & serial number of financed equipment other than vehicles. • Loan contract number. • The address to be referenced on the Certificate of Insurance for BB&T Governmental Finance is 5130 Parkway Plaza Boulevard, Charlotte, NC 28217. AutaNatIon Chrysler Dodge Jeep Ram Jecp to Call Us first,for all of your Fleet Automotive,&Light Truck needs. CELL PHONE (954) 383-1009 OFFICE (954)441-2034 FAX(954)441-2004 EMAIL SCHENRY1(o�COMCAST.NET 13601 Pines Blvd. Pembroke Pines, Fl. 33027 QUICK QUOTE SHEET FOR VEHICLES SOLD UNDER THE FLORIDA SHERIFF'S ASSOCIATION CONTRACT PAGE 1 of 1 REQUESTING AGENCY: City of Ocoee ORIGINAL QUOTE DATE: 10/13/2015 REVISED QUOTE DATE: CONTACT PERSON: Bill Simmons PHONE NUMBER: 407905-3170 CELL PHONE: 407-427-8127 FAX NUMBER: e-mail: MODEL: 2016 Dodge Charger PPV(LDDE48) SPECIFICATION#: 3 PAGE#: FSA BID NUMBER'S 15-13-0904&15-23-0904 BASE DISTRICT PRICE: $21,559.00 http:llwww.flsheriffs.org OPTION CODE# DESCRIPTION OPTION COST EXTERIOR COLOR WHITE W/DARKEST INTERIOR POSSIBLE UNLESS OTHER WISE NOTED ON PURCHASE ORDER CW6 Rar Doors,Windows and locks Disabled $74.00 LDT Deep Legal Tint $285.00 TTP Two Tone Paint-Includes roof and 4 doors $1,490.00 RTSBG6000 Rear Transport Seat $895.00 PGP2600 LexanCage $995.0 WPLB Whelen Premium Light Bar $2,797.00 LRH Labor Rate 95.00 install time 7.5 hours $712.50 TTG Temporary_Tag $40.00 NST New State Tag $205.00 DWB Door Blanks and Barrier $565.00 AVM Back up Camera $350.00 GJ Gamber Console Package $685.00 SAC Swing Arm with computer cradle $465.00 Left side spot lamp Incl Full size spare Std Vinyl rear seat Inc! Vinyl floor Inc! TOTAL OF OPTIONS: $9,558.50 TOTAL COST: QTY 1 $31,117.50 Comments: AUTO NATION CRYSLER DODGE JEEP RAM VEHICLE QUOTED BY: Steve Henry,Fleet Manager schenryl{o.comcast.net "I Want to be Your Fleet Provider" I appreciate the opportunity to submit this quotation.Please review it carefully. IF there are any errors or changes,please feel free to contact me at any time. l am always happy to be of assistance FSAQuote sheet2016PPVrev5-Ocoee-LDDE48-10-13-15 e\ I F4. i'Ji" FLORIDA X140;- COUNTIES All About Florida FLORIDA SHERIFFS ASSOCIATION & FLORIDA ASSOCIATION OF COUNTIES DODGE CHARGER FULL SIZE POLICE RATED SEDAN - RWD SPECIFICATION #3 2016 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 specification(s) and made a of this is s)requirements which are included p contract's vehicle base price as awarded by specification by zone. ZONE: *Western *Northern *Central *Southern BASE PRICE: $21,674.00 $21,398.00 $21,559.00 $21,569.00 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(15-23-0904) 54 VEHICLE: Charger(LDDE48) DEALER: Auto Nation Chrysler Garber Chrysler Dodge Auto Nation Chrysler Auto Nation Chrysler Dodge Jeep Ram- Jeep Ram Truck Inc. Dodge Jeep Rain- Dodge Jeep Ram- Pembroke Pines Pembroke Pines Pembroke Pines ZONE: *Westem *Northern *Central *Southern BASE PRICE: $21,674.00 $21,398.00 $21,559.00 $21,569.00 Western &Central Order Code Delete Options &Southern Northern C8X91 Cloth rear seat in lieu of vinyl ($25.00)1 $50.002 C8X9 2 BLACK,HEAVY DUTY CLOTH BUCKET&REAR BENCH SEATS 2 j i Front door body side molding NA NA 5"round dome lamp Std NA LNF 1 :Driver's Side(Left Hand)Spotlight ; ($65.00)1 i $100.002 (LNF)2 i DELETE BLACK LEFT SPOT LAMP 2 • Front License Bracket i NA ' NA Western &Central Order Code Add Options &Southern Northern Please refer to the Emergency Vehicle Lighting Specifications for lightbar descriptions and the awarded dealer pricing. 29A 1 V8 engine I$2,225.001 $2,228.002 EZH 2 5.7L V8 HEM!MDS VVT ENGINE 'ZI1)5-SPEED AUTO W5A580 TRANSMISSION(DGJ) 1 i ENGINE:5.7L V8 HEM1 MDS VYT-inc:220MM Rear Axle,Performance Exhaust,GVW Rating 5450 lbs 2 • PS 1 Priority start/battery saver $289.001 $216.002 PRIO2 ! i LNX 1 Right-hand pillar mounted 6"spotlight with clear halogen bulb,factory installed i $199.001 $208.002' LNA 2 Add$199.00 for LED I MATCHING RIGHT SPOT LAMP(Requires LNF)2 TRM 1 Tremco anti-theft-foot activated,dealer installed $235.001 '. $216.002; TREM 2 RML 1 i Rechargeable mag light i $165.001 $146.00 I Roof wiring with hole I NA ' NA Roof wiring without hole ' NA NA AYE 1 'Accessory feed wires for police equipment $1,995.001 $1,148.002; AYW 2 1 FRONT&REAR WIRE HARNESS(XP119•POWER DISTRIBUTION CENTER(XWb)•SIREN SPEAKER& 1 BRACKET(XWP)•TRUNK TRAY&COOLING FAN MVO)•FRONT&REAR WIRE HARNESS(XPW)• POWER DISTRIBUTION CENTER(XWK1 PATROL PACKAGE WIRING PREP PACKAGE-inc:Power Distribution Center Front&Rear Wire Harness 2 RBP 1 Ready Buckle Prisoner Restraint Seat Belt System $89.001 ', $678.002 2 DC9502-RB ;Requires Laguna Prisoner Seat 1 I 3P X-TREME PATROL CAR SEAT WITH READY BUCKLE 2 ■Ignition powered trunk button,factory installed Std . Incl2. Remote Releases-Inc:Power Trunk/Hatch and Power Fuel INCLUDED 2 Bid Award Announcement(15-23-0904) 55 VEHICLE: Charger(LDDE48) DEALER: Auto Nation Chrysler Garber Chrysler Dodge Auto Nation Chrysler Auto Nation Chrysler Dodge Jeep Rani- Jeep Ram Truck Inc. Dodge Jeep Ram- Dodge Jeep Ram- Pembroke Pines Pembroke Pines Pembroke Pines ZONE: *Western *Northern *Central *Southern BASE PRICE: $21,674.00 $21,398.00 $21,559.00 $21,569.00• AEB 1 .Street appearance group $374.001 $373.00' ABB 2 ;I Floor Carpet(CKD)•Full Length Floor Console(CUF)•Power Heated Mirrors w/Man F/Away(GUK)• l i Exterior Mirrors w/Heating Element(NH.n•Front&Rear Floor Mats(CLZ)•Illuminated Front Cupholders (CWP)•Front/Rear Climate Control Outlets(XGA)•Front Reading/Map Lamps(LBG)•Dual Remote USB i Port-Charge Only(RS4)•Media Hub(SD,USB,Aux)(RSF)•18"Wheel Covers(W8A)•Replace Full Console w/Mini Console(CM8 1 'STREET APPEARANCE GROUP-inc:Front Reading/Map Lamps,Front/Rear Climate Control Outlets,18" Wheel Covers,Illuminated Front Cupholders,Power Heated Mirrors w/Man F/Away,Exterior Mirrors ' I I w/Heating Element,Floor Carpet,Front&Rear Floor Mats,Media Hub(SD, USB,AUlf),Dual Remote USB ( Port-Charge Only w/ERB 2,ERB-1,EZH-inc:Full Length Floor Console 2 iJ W8A 1 ;Full wheel covers $39.001 1 $39.002 W8A 2 118"WHEEL COVERS 1 18"WHEEL COVERS 2 Nitrogen filled tires including spare tire NA NA Daytime running lights Std Incl. CW6 14 :Rear door locks&handles inoperative t " r4 =_ $74.0021 CW6 2 1 DEACTIVATEREAR DOORS/WINDOWS 2 i i CWD 1 ;Rear door locks&handles inoperative,dealer modification $165.001 NA CW6 2 'Rear windows inoperative NA1 i $74.002 Included with CW6 1 j i DEACTIVATE REAR DOORS/WINDOWS 2 I '.Courtesy light disabled Std NA I. 1 Side air protection(may affect cage availability) Std Incl. I `JDT lZ I Legal deep tinted film,lifetime warranty,dealer installed $285.001 $246.002; TINT SST?2 i Optional equipment-specify NA ! $216.0021 SAFE STOP VEHICLE ANTI-THEFT DEVICE,DEALER INSTALLED 2 3KY 1 i Additional Key(s)or Key Fob(s)when applicable. a $285.001 $98.002? GXQ 2 !4 keys and key fobs are standard.This charge is for a 5th key. I • ADDITIONAL NON-KEY ALIKE FOBS 2 GXF 2 I Keyed alike $139.001 j $138.002 GXF ENTIREFLEET ALIKE KEY(GXA,GXE OR GXG)2 r 'Factory remote keyless entry with 2 fobs included. Std Incl. RSSO 1 Vent visors-stick-on style $145.001 ; $126.002 VVS 2 RSFS 1 Rainshields-flange style $165.001 NA N DBW lr `Door blank&rear window barriers with manual lock override(Setina,Pro-Gard, $565.00ttt $458.002! DBWB 2 1 Cruisers or approved equivalent) ' i ` TTP 1 Two-tone paint $1,490.001 $896.002 TTP 2 PAINT 4-DOORS(Add$400 for Roof)2 XDV/XDG 1 Optional equipment-specify $4,695.001 ! $478.002; ■ APIM 2 1 Driver and Passenger side Ballistic Door Panels 1 CONVENIENCE GROUP I-inc:Power Driver/Passenger 4-Way Lumbar Adjust,Power Front Driver/Passenger Seats,Power Adjustable Pedals 2 Bid Award Announcement(15-23-0904) 56 • ' VEHICLE: Charger(LDDE48) DEALER: Auto Nation Chrysler Garber Chrysler Dodge Auto Nation Chrysler Auto Nation Chrysler Dodge Jeep Ram- Jeep Ram Truck Inc. Dodge Jeep Ram- Dodge Jeep Ram- Pembroke Pines Pembroke Pines Pembroke Pines ZONE: *Western *Northern *Central *Southern BASE PRICE: $21,674.00 $21,398.00 $21,559.00 $21,569.00 27B/29B 1 Optional equipment-specify 1$3,990.001 $348.002. AMV 2 12.1"INTEGRATED DISPLAY SCREEN(RDY)X GPS ANTENNA INPUT(JLP)XINTEGRATED DISPLAY PACKAGE(AV2)XINTEGRATED VOICE COMMAND W/BLUETOOTH(XRB)XNAV-CAPABLE(JLA)X UCONNECT 8.4(RA3)X 1 FLEET PARK ASSIST GROUP-inc:ParkView Rear Back-Up Camera,ParkSense Rear Park Assist System 2 HTT 1 Optional equipment-specify $735.001 $148.002 AYJ 2 1 Haris Sliding Trunk Tray Includes Tire relocation bracket. 1 MAX FLOW PACKAGE-inc:Lower Grille Texture-Police 2 CVS2400 1 Optional equipment-specify I $685.001 $148.002 LNX 2 I Haris 24"console with arm rest and two cup holders. 1 LED SPOT LAMPS(Requires LNF) 2 UT101 1 . I Optional equipment-specify $745.001 $143.002 TBH 2 I Havis lap top mount with base,tilt and swivel mount. 1 FULL SPARE TIRE RELOCATION BRACKET 2 PB100Al2 1 .Setina PB100Al2—12"Aluminum Push Bumper $565.001 $446.00 PB100A16 1 I Setina PB100A16—16"Aluminum Push Bumper i $585.001 ` $496.00 SBP300 1 I Setina PB300 Push Bumper i $595.001 $526.00 '1 GR501 I Go Rhino 5000 Series Push Bumpers $595.001 $526.00 1 . RTS3P 1 Rear Transport Seat—Laguna System 3P $1,275.001 $596.002 DC9502-FB 2 3P X-TREME PATROL CAR SEATS WITH FACTORY SEAT BELTS 2 • it'__ 'ar Transport Seat—Pro Gard 6000 Series $895.001?' 895.001 i! $546.002 S56C06 2 I ' 'Rear Transport Seat—Cruiser PCM012 NA NA 475-0322 2 i Rear Transport Seat with extended seat belt—Patriot PSCV1 NA ! $692.002 BIO SEAT w/SEAT BELT EXTENDERS 2 1 rPG2600 1 :Pro-Gard P2600 Series Polycarbonate(Lexan)Cage with sliding window,full width $995.001 $796.002;, P5600C11A 2 i lower extension panel,dealer installed 8S 1 !Setina 8S Lexan cage with 1/2 lexan and 1/2 expanded metal with full lower extension $925.001 $796.00 panel,dealer installed I i 10S 1 1 Setina#10 Series Lexan Cage with sliding window,full width lower extension panel, $925.001 ! $846.00 dealer installed 1 . PB450 1 I Optional Equipment-please specify $1,059.001 $296.002, DC9502-FP 2 Lighted Aluminum Push Bumpers with 4 Lights 1 I LAGUNA FLOOR PAN SYSTEMWITH2 V-DRAIN PLUGS 2 HAVIS 2 I Optional Equipment-please specify NA $526.002 HAVIS C-VS-2400-CHGR-2 VEHICLE SPECIFIC 24"POLICE CONSOLE WITH CUPHOLDERSAND iARMREST2 Cruisers Cage with slide and lock window,lower extension panels,dealer installed i NA NA I I Cruisers Cage with 1/2 Lexan and 1/2 mesh,lower extension panels,dealer installed NA NA UT7 1 1 Rear ground studs I NA1 NA2• UT7 2 Bid Award Announcement(15-23-0904) 57 VEHICLE: Charger(LDDE48) DEALER: Auto Nation Chrysler Garber Chrysler Dodge Auto Nation Chrysler Auto Nation Chrysler Dodge Jeep Ram- Jeep Ram Truck Inc. Dodge Jeep Ram- Dodge Jeep Ram- Pembroke Pines Pembroke Pines Pembroke Pines ZONE: *Western *Northern *Central *Southern BASE PRICE: $21,674.00 $21,398.00 $21,559.00 $21,569.00 IC9C 1 ,K-9 Container.All aluminum In-Vehicle(rear seat area)K-9 Container to protect the $2,689.001 $2,579.00 public,officer,K-9,and vehicle.Please specify vehicle year,make and model.Call for installation,shipping,and/or delivery prices. ERD 1 Electronic Remote Rear Door Opening system to be used with the K-9 Container.Allows $859.00 $779.00 the officer to release the K-9 from the vehicle from a remote position. HAS 1 Heat Alarm System to be used in a K-9 vehicle.Warns officer when dangerously high $795.001 $719.00 temperatures are inside the vehicle. Add$499.00 for pager option 1 LRH 1 Labor rate per hour $95.001 $85.00 { 1 Temporary tag $40.001 $36.002. Includes Shipping Cost to End-User 2 TER 1 Transfer existing registration(must provide tag number) $155.001 $100.002 Includes Shipping Cost to End-User Ia1 New state tag(specify state,county,city,sheriff,etc.) $205.001 $146.002 +' "' Includes Shipping Cost to End-User 2 MOC3224 2 Maintenance Plan-specify NA $400.002 OWNER CARE CONVENIENCE UPGRD-2 YRS/24,000 MILES(8 LOF) 2 Maintenance Plan-specify NA NA Maintenance Plan-specify i NA NA MPXW575 1 Warranty-specify $3,280.001 $3,835.00'' WMX5100PN 2 5 Years 75,000 miles Maximum Care Extended Warranty-0-Deductible 1 5 YEARS/100,000 MILES-$0 DEDUCTIBLE(POLICE OPTION) 2 WX5100PN 1 Warranty-specify $3,835.001 M NA 15 Years 75,000 miles Maximum Care extended Warranty 1 Warranty-specify NA NA Bid Award Announcement(15-23-0904) 58 AutoNation Chrysler Dodge Jeep Ram Pembroke Pines Pricing Sheet for Emergency Vehicle Lighting Bid 15-23-0904 (All items listed are dealer installed) Order Code Add Options Price Labor Firs. Premium Lightbar Package: C3PLBP-LED TIER1 Code3(Model DF47A2) C3PLBP-LED TIER2 Code3(Model DF47A2MC) FPLB-LED Federal Signal(Model LGD45) FPLB LED Federal Signal(Model INTG44) RPLB—LED Rontan Signals Maxium-Extreme Off Axis®45"MigFoot SPLB—LED Signal(Model 7460 LEDP-FSA) SOPLB—LED 1 TIER SoundOff Signal(Model ENFLB) SOPLB—LED 2 TIER SoundOff Signal(Model ENFLB-SILVER) $ 2,195.00 7.5 SOPLB—LED 3 TIER SoundOff Signal(Model ENFLB-GOLD) $ 2,845.00 7.5 WPLB—LED 2TIER Whelen(Model F8FSA1) $ 192,797.00 7.5 WPLB—LED 1 TIER Whelen(Model S8FSAI) $ 2,235.00 7.5 Mlia Lightbar Package: C3MLB-LED Code3(21TR47MC) FMLB—LED Federal Signal(Model LPX45Z) RMLB—LED Rontan WingLux Extreme Off Axis-W.E.T.®47"MigFoot SMLB—LED Signal(Model 2476-FSA) SOMLB—LED SoundOff Signal(Model EMG2000) $ 1,690.00 7.5 WMLB—LED Whelen(ModeIJ8FSA1) $ 1,835.00 7.5 nomic Lightbar Package: C3ELBP-LED Code3(Model 21TR47A4) FELB—LED Federal Signal(Model LPX45D) RELB—LED Rontan LCL Maximum 45"MigFoot SELB—LED Signal(Model 2461 LEDP-FSA) SOELB—LED SoundOff Signal(Model EMG2000) $ 1,645.00 7.5 WELB—LED Whelen(Model F914G4) $ 1,695.00 7.5 piemium Unmarked Patrol Package: C3PUMPTier1-LED Code3:Deluxe Tierl Unmarked Patrol Package C3PUMPTier2-LED Code3:Deluxe Tier2 Unmarked Patrol Package FRUMP—LED Federal Signal:Deluxe Unmarked Patrol Package RPUMP—LED Rontan Premium Unmarked Patrol Package SPUMP—LED Signal:Deluxe Unmarked Patrol Package SOPUMP—LED SoundOff Signal:Deluxe Unmarked Patrol Package WPUMP—LED Whelen:Deluxe Unmarked Patrol Package $ 2,175.00 9.5 HG2PUMP-LED 1-1G2-Emergency Lighting:Premium Unmarked Patrol Package $ 2,265.00 9.5 'Econmic Unmarked Patrol Package: C3EUMP-LED Code3:Basic Unmarked Patrol Package FEUMP—LED Federal Signal:Basic LED Unmarked Patrol Package REUMP—LED Rontan Economic Unmarked Patrol Package SPUMP—LED Signal:Basic LED Unmarked Patrol Package SOEUMP—LED SoundOff Signal:Basic LED Unmarked Patrol Package $ 1,490.00 9.5 WEUMP—LED Whelen:Basic All LED Unmarked Patrol Package $ 1,545.00 9.5 HG2EUMP-LED -LUIGI gellly LIgUUUg.uUUUllUI.UUU161KCU 1 au U1 _ nom Administrative Vehicle Package C3AVP Code3:Admire Vehicle Package FAVP Federal Signal:Administrative Vehicle Package RAVP Rontan Administrative Vehicle Package SAVP Signal:Administrative Vehicle Package SOAVP SoundOff Signal:Administrative Vehicle Package $ 1,395.00 9.0 WAVP Whelen:Administrative Vehicle Package $ 1,445.00 9.0 HG2AVP n V;LWl.lgl.11l.y Llguullg.(1uunui,I6u VG U1111161ra.0 1 6LLUl Ara Carte Lights: Bid Award Announcement(15-23-0904) 16