Item #07 Approval of Resolution for the 3-Year Lease-Purchase Agreement with Branch Banking and Trust Company (BB&T) for Eight (8) Police Vehicles included in the Fiscal Year 16/17 Budget 4
t I
ocoee
florida
AGENDA ITEM COVER SHEET
Meeting Date: April 4, 2017
Item # 7
Reviewed By:
Contact Name: Joyce Tolbert Department Director:
Contact Number 1516 City Manager:
Subject: Approval of Resolution for the 3-Year Lease-Purchase Agreemen with Branch
Banking and Trust Company (BB&T) for(8) Police Vehicles included in the FY 16/17 Budget
Background Summary:
The budget for Fiscal Year 16/17, includes the three (3) year lease-purchase of (8) 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
(8)2017 Dodge Charger Police $ 29,989.00/each FL Sheriff's Contract #16-VE1114.0 & #16-
Rated Sedan VEL24.0
Total $239,912.00
The Finance Department obtained interest rate quotes from BB&T (2.04%), Suntrust Bank (2.49%), and TO Bank
(No Response).
Issue:
Approval of Resolution for the 3-year lease-purchase of(8) replacement Police patrol vehicles. The total cost
requiring financing approval is $239,912.00 at an interest rate of 2.04% for three (3) years through BB&T
Company.
Recommendations
Staff recommends that the City Commission:
I) Authorize staff to piggyback the Florida Sheriffs Association's Vehicle Contract#16-VEH14.0 and
#16VEL24.0 for the (8) Dodge Chargers; and
2) Adopt the Resolution 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-
00004 and related documents for the amount of$239,912.00 at an interest rate of 2.04% for three(3)years, with
payments of$20,556.76 per quarter, to close not later than April 14,2017.
Attachments:
1. BB&T Lease/Purchase Proposal and Draft Documents (Original documents forthcoming)
2. Resolution
3. Quote from Vendor with FSA Contract
Financial Impact:
The FY 17 budget includes $99,120 for the principal and interest payments for the 3-year lease/purchase financing
of$239,912.00 through BB&T at an interest rate of 2.04%, to close not later than April 14, 2017.
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 8 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. ) 7 N/A
Reviewed by ( )_ l N/A
2
RESOLUTION NO. 2017-
A RESOLUTION TO APPROVE THE THREE (3) YEAR
LEASE/PURCHASE AGREEMENT #9909001665-00004 WITH BRANCH
BANKING AND TRUST COMPANY (BB&T) FOR THE FINANCING OF
NEW POLICE VEHICLES FOR$239,912.00 AT AN ANNUAL INTEREST
RATE OF 2.04%.
WHEREAS, The City of Ocoee, Florida ("City") has previously determined to undertake
a project for the Lease Purchase Financing of eight (8) 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 February 28, 2017. The
amount financed shall not exceed $239,912.00 the annual interest rate (in the absence of default or
change in tax status) shall not exceed 2.04%, 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 IIB&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(6)(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
Melanie Sibbitt, City Clerk Rusty Johnson, 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 , 2017
this day of , 2017. UNDER AGENDA ITEM NO.
SHUFFIELD, LOWMAN & WILSON, P.A.
BY:
Scott A. Cookson, City Attorney
Auto tqatecon nw .
Chrysler dodge Jeep Ram
..s Can Us fust,fin all of your Flea Automotive,&Light Truck needs.
CELL PHONE (954) 383-1009
"I! p�.�OPFB `(954)441-2034 FAX(954)441-2004 SAAB:SCHENRY1 c COMCAST NET
QUICK QUOTE SHEET
FOR VEHICLES SOLD UNDER HIE FLORIDA SHERIFFS ASSOCIATION CONTRACT
FSA BID NO.16-VEH74.0 8 VEL 24.0
PAGE 1 of 1
REQUESTING AGENCY: City of Ocoee`
ORIGINAL QUOTE DATE: 10128/2016 REVISED QUOTE DATE:
CONTACT PERSON: Bill Simmons
PHONE NUMBER'. 407-905-3170 4074274127
FAX NUMBER'. e-mail: ------
MODEL: 2017 Dodge Charger PPV RWD(LDDE48) SPECIFICATION#: 2
PAGE#:
BASE DISTRICT PRICE: $21,099.00
http://www.Bsheritts.org
OPTION CODE# DESCRIPTION OPTION COST
EXTERIOR COLOR BLACK W/DARKEST INTERIOR POSSIBLE UNLESS STD
NOTED OTHERWISE IN THE.PC
CW6 Rear doors and windows disabled $7400
TTP Two Tone Paint-Includes Rood 8 Doors $1A90 00
RTSBG6000 Rear Transport Seat $1.295.00
PGP2600 Lexan Cage $87900
WPLB Whelen Premium Light Bar $2,098.00
LRH LABOR Rate$95.00 install time 8 Hours $76000
TTG Temporary Tag $25.00
NST New State Tag $205.00
DWB Door Blanks 8 Barrier $565.00
AVM Back Up Camera $349.00
GJ Gamber Console Package $68500
SAC Swing Arm with Computer Cradle $465 00
Vinyl Rear Seat-Cloth Front Ind
Left Side Spotlight Incl
Vinyl Floor Std
Full Size Spare Std
TOTAL OF OPTIONS: $8.890.00
TOTAL COST: $29,989.00
OTT 1 = $29,989.00
Comments:
AUTO NATION CRYSLER DODGE JEEP RAM
VEHICLE QUOTED BY: Steve Henry,Fled Manager ;stool i&comcast not
"I Want to be Your Fleet Provider"
I appreciate the opportunity to submit this quotation Please review it carefully IF there am any errors or changes,please feel free to contact me at any
time. I am always happy to be of assistance
Ocoee-10-28-16-FSA 2017 PPV QUOTE SHEET
FFA
FLORIDA
. ff OCI,\I ION Or
41alLtiib COUNTIFS
All About Florida
FLORIDA SHERIFFS ASSOCIATION
& FLORIDA ASSOCIATION OF COUNTIES
DODGE CHARGER POLICE RATED SEDAN- RWD
SPECIFICATION #2
2017 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)requirements which are included and made a part of this
contract's vehicle base price as awarded by specification by zone.
ZONE: *Western *Northern *Central *Southern
BASE PRICE: $21,216.00 $20,939.00 ` '$21,099.00 $21,149.00
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.
•
60
VEHICLE: Charger(LDDE48)
DEALER: AutoNation CUR AutoNation CDSR AutoNation CDIR AutoNation CCSB
Pembroke Pines Pembroke Pines Pembroke Pines Pembroke Pines
ZONE: *Western *Northern *Central *Southern
RASE PRICE: $21,216.00 $20939.00 $21,099.00 / $21,149.00
Order Code Delete Options All Zones
C8X91 Cloth rear seat in lieu of vinyl $25.0011
I
Front door body side molding NA j
5"round dome lamp Std
LNF 1 Driver's Side Spotlight $65D011
Front License Bracket NC
TBP 1 Please specify- $35.0011 •
Delete Spare The I
Please specify- NA
Please specify- NA
Please specify- NA
Order Code Add Options All Zones
29A 1 V8 engine $2,225.001]
5)L V8 HEM MDS VYT ENGINE(EZH)5-SPEED AUTO W5A580 TRANSMISSION(DGJ 1
PS 1 I Priority start/battery saver $289.001
LNX 1 I Driver's Side Spotlight upgrade to LED(credit for standard spotlight applies) $149.001
LNA 1 Right-hand pillar mounted 6"spotlight with clear halogen bulb,factory Installed $209.001
TRN I Tremco anti-theft-foot activated,dealer installed $235.001
Roof wiring with hole NA i
Roof wiring without hole NA
AYE 1 Accessory feed wires for police equipment F$1,995.001
Accessory feed wires forpolice equipment FRONT&REAR WIRE HARNESS(XPW)•POWER DISTRIBUTION CENTER
(XWK)•SIREN SPEAKER&BRACKET MVP)•TRUNK TRAY&COOLING FAN(,YWW•FRONT&REAR WIRE
HARNESS(API10•POWER DISTRIBUTION CENTER(XWKI I •
RBP 111
Buckle Prisoner Restraint Seat Belt System $89.0011
Ignition powered trunk button,factory installed Std
AEB 1 Street appearance group $374.001
Floor Carpet(CND)•Full Length Floor Console(CUF)•Power Heated Minors•v/Adan F/Airy(GUK)•Exterior Mirrors
m/Heating Element(NH)•Aunt&Rear Floor Mats(az)•lllmArwred Front C'Dhalders(CWP)•Front/Rear Climate I
Control Outlets RCA)•Front Rending/Map Lamps(LEG)•Dual Remote USE Port-Charge Only(R54)•Media Hub(SD,
USE,Auy(RSF)•110'films!Covers(W8A)•Replace Full Console n✓Mini Console(CMS 1
W8A ! Full wheel covers $39,O0'
CW61 Rear door locks&handles inoperative $74D01 I
DEACTIVATE REAR DOORS/WINDOWS I
Rear door locks&handles inoperative,dealer modification NA
Rear windows inoperative NAI
Included with CW6 I
Courtesy light disabled SW i
Side air protection(may affect cage availability) Std
61
VEHICLE: Charger(LDDE48)
DEALER: AutoNation CDJR AutoNation MIR AutoNation CDIR AutoNation CDR
Pembroke Pines Pembroke Pines Pembroke Pines Pembroke Pines
ZONE: *Wcsiem *Northern *central *Southern
BASE PRICE: $21,216.00 $20,939.00 $21,099.00 $21,149.00
LDT 1 Legal deep tinted film,lifetime warranty,dealer installed 1604401
LSAT Optional equipment-specify $149,001
Securlp'Alarm 1
3KY 1 Additional Key(s)or Key Fob(s)when applicable. $285.001
4 keys and key Jobs are standard.This charge Islor a 511,key. 1
OXF 1 Keyed alike $139.001
Factory remote keyless entry with 2 fobs included. Std
RSSO1 Vent visors-stick-on style $145001
RSFSI Rainshields-flange style $165.001
'1)A W 1r Door blank&rear window barriers with manual lock override(Selina,Pro-Gard,Cruisers or ,^$565;00:/
approved equivalent)
TTP1 Two-tone paint '$1,490:001/
Weirder Roof and Four doors I
AV2/27B 1 Optional equipment-specify $2,225.001
11.1"llTEGRATRD DISPLAY SCREEN(RIM XOPS ANTRNNA INPUT(JLP)X INTEGRATED DISPLAY PACKAGE(AVS)
X INTEGRATED VO/CR COMMAND W/BLUETOGIH(XRB)XNARCAPAELE(ALA)XUCONNECT8.4 at 43)X 1
AMV 1. I Optional equipment-specify $349.001-
FLEET PARK ASS'S TGROUP-Ind Parkview Rear Back-Up Camera.Parlance Rear Pak Assist System I
HTT 1 Optional equipment-specify $755.001
Hovis Sliding Punk Day Include.The mime0mr bracket 1
CVS2100 1 Optional equipment-specify $695.001
)lads 24"console pith ark rest and two p fielders I
TBH 1 Optional equipment-specify $145.001
FLBSpare Tire Relocation Brackt 1
DR3 1 Optional equipment-specify $114.001
200MM Rear Axle I
AYW1 Optional equipment-specify $1,149.001
Patrol Package Whing Prep Package Front&Rear;Wring Harness Punkt'Dinribulian Center 1
CATs Optional equipment-specify $134.001
Steel Seal Back Panel limns 1
XDG 1 Optional equipment-specify $2,345.001
Passenger SM.Balksilc Door Panel I
XDVI Optional equipment-specify $2,345.00
Driver Side Bank&Door Panel I
MINI 1 Optional equipment-specify $479.001
POWER ADJUSTABLE PEDALS(RAP)POWER FRONTDRHZ'P/PASSENGER SPATS(JPI)PWR DRIVER/PASS 4-WAY
LUMBAR ADJUST 1
07.101 1 Optional equipment-specify $745.001
lay toy WOW With Ease,IDl adsivhel mount and lop lop tray 1
SOUC1 Optional equipment-specify $575.00
,SmmdOffUndercarriage Lights.Pak 748"Ona light and One Lep.Add$200.007 for a Pak 160"Lights. 1
PB 100A121 Setina PB100Al2- 12"Aluminum Push Bumper $545.001
62
VEHICLE: Charger(LDDE48)
DEALER: AutoNation CDJR AutoNation CDIR AutoNation CDIR AutoNation CDIR
Pembroke Pines Pembroke Pines Pembroke Pines Pembroke Pines
ZONE: *Western *Northern *Central *Southern
BASE PRICE: $21,216.00 $20,939.00 $21,099.00 $21,149.00
P8100A161 Senna PB100A16- 16"Aluminum Push Bumper $555.00!
SPB3001 Selina PB300 Push Bumper $595.001
GR501 Go Rhino 5000 Series Push Bumpers $595.001
RTS3B 1 Rear Transport Seat—Laguna System 3P $1,295.001
RTSB6000'1 Rear Transport Seat—Pro Gard 6000 Series $1,295.00 I`
Rear Transport Seat—Cruiser PCM012 NA II
Rear Transport Seat with extended seat belt—Patriot PSCV I NA
P56001' Pro-Gard P2600 Series Polycarbonate(Lexan)Cage with sliding window,full width lower extension '$879.001'1'
panel,dealer installed
as ' 11
85 Lexan cage with 1/2 Texan and I/2 expanded metal with full lower extension panel,dealer $819.001
installed I
I OS 1 I Setina 410 Series Lexan Cage with sliding window,full width lower extension panel,dealer installed $839.001
Cruisers Cage with slide and lock window,lower extension panels,dealer installed NA 1
Cruisers Cage with 1/2 Lexan and 1/2 mesh,lower extension panels,dealer installed NA 1
UT71 Rear ground studs NAI
r1
Optional Equipment-please specify $509.0011
Weapon Moment.Dual Pertical/Panpion Mounted I
Optional Equipment please specify NA
K9C 1 K-9 Container. All aluminum In-Vehicle(rear seat area)K-9 Container to protect the public,officer, $2,725.001
K-9,and vehicle.Please specify vehicle year,make and model.Call for installation,shipping,and/or
delivery prices, I
ERD 1 Electronic Remote Rear Door Opening system to be used with the K-9 Container.Allows the officer $995.001
to release the K-9 from the vehicle from a remote position.
IAS 1 Heat Alarm System to be used in a K-9 vehicle.Warns officer when dangerously high temperatures $1,429.0011
are inside the vehicle.
1 Add 8549.00 for Pager System 1 1
CAR I Labor rate per hour .$95.001k0p
TTG 1 Temporary tag $25.001k
TER 1 Transfer existing registration(must provide tag number) $155.0011
..NST'1 New state tag(specify state,county,city,sheriff,etc.) $205.001115
Maintenance Plan-specify NA
Maintenance Plan-specify NA
Maintenance Plan-specify NA
MPXW575 1 1 Warranty-specify 53,565.0011
5 Years 75,000 miles Maximum Care Extended Warrant'-0-Deductible 1
WMX5100PN 1 Warranty-specify ($4,205.001
S Years 100,000 miles Mmimnmr Coro extended Worranry 1
Warranty-specify NA r
63
AutoNation Chrysler Dodge Jeep Ram Pembroke Pines
Pricing Sheet for Emergency Vehicle Ifghdng
Bid FSA16-VEL24.0
... .. .Order Code AM Optlom Price *,, labor kim,
C3PLP-LiglatlIER]
C3PLBP-LED TIER( Code3(Model DF47A2)
C3PLBP-LED TIER2 Code3(Model DCI
FPLB-LED Federal Signal(Model Model LOD4S) $ 1,795.00 8.0
FPLB-L_LED Federal Signal(Model lNTO44) $ 2,785.00 5.0
RPLB-LED Rontan MModelExheme Off Aids 45'Mlgvoot
SOPLB-LED DUAL COLOR SoundOQSignel(Model ENFLBSILVER) $ 2,395.00 80
SOPLB-LED-TRI COLOR SoundOR Sienal(Model g44''LLD
$ 3,895.00 8.0
3TPLB44-LED STAR Emergency Lighting 44"LED Phaer bar $ 1,795.00 80
SMPLB51-LED STAR Emergency Lighting 51"LED?hazer bar $ 1,995,00 8.0
WPLB'-LED 1 TIER Whelen(Model B8FSA11 $-2;09&00 .8.0
WPLB-LED 2 TIER Whelen(Model F8FSA1( $ 2,695.00 8.0
WPLB-LED 3 TIER Whelen(Model I038IFSAI $ 3,4$5,00 8.0
FAILB- G`ghtLa¢Pac6ye'�d
RMLB LED Federaln WSignalingLx(Model Extreme Off
I $ 1,58500 eA
SRMLB-OMLB LEO Montan ignax Modem NPLB-Bonze)s- .®47"MigFoot
MLBSoundOffAn iRnal((Model 44] LDPhn $ 1,745.00 8.0
STMLB44-LED STAR Emergency Lighting 44"LED Phaxer bar 1,885.00 8.0
WMLB- DO STAR Whelan
heln(Modelcy JFSAII 5l"LED Phau[baz 1,74500 8.0
LEDWMLB- Whelen(ModeI JBFBAlI $ 194500 8.0
CSELB?-LE 1" 49&C .. e /.. ... , 6 ,. 44+"`Y "
FELS-LED Fde (Model Nadel LP 0
FELB-LED Federal LCL ModdmuL45' $ 1,495.00 8.0
RELB-SDELB L- D Round LCL Matimode MigFoot4EMO0
SEL LED SoundOff ghtl ing 4V L O) $ 1,645 00 8.0
STELB44-LEDSI STAR Emergency Lighting 44°LED Phazer bar $ 1,775.00 8.0
STELES LDb STAR Whelan
(Model
yLg04) 51°LED Phaurbv $ 154500 8.0
LEDWELB- Whelen F914041 $ 1 545 00 8.0
C3PUMP lLnDarked'Patral Pdctige' - . , tii +h- " �+'__.
FPUMP--LED Federa:Deluxe Denim Unmarked PatrolPackage
LED FH02r- e : Lighting:
ng:Premium
d iu Patrol $ 2,325.00 8.5
IOU MP HO2PUMP-LED
BO2-Emergency Lnma Unmarked
Patrol Package ck Patrol Package
SOPUMP LED RScntan und011Premium Delxe Unmarked
n Par a rol $
y
SPUMPLSTAR Emergency
LigDelhting Deluxeedmarkdepatrgl , 32,150.00 8.5
WPUM STPUMP-LED STAk Emergency nmarkg Deluxe unmarked pato(package 2,150.00 8.5
WPUMP LEO IWh len Deluxe Unmarked Patrol package $ 219000 8.5
C3EUMP
-LED N[ed P'trolPerdta&et FedeBasic OnmmkLE Package
FEUMP- Federal Signal:Bic LED Unmar
Patrol
Package
$ 1,42y 5.00
8.5
H&EEUMP-LED NOR-Emnoc Lighting.Economic Unmarked Patrol Package
REUMP-LED Rontan Economic Unmarked Patrol Package
SCEUMPL STAm Signal:Basic LED
nmarked PatPackage $ 1,775.00 8.5
STEUMP-LED STAR Emergency Lighting Economy unmarked patrol $ 1,445,00 8.5
WEUMP-LED IWhI BasicNII LED
UrkedPUl Package
$ 144500 8.5
C3AVIP
Pa'h°a'fiaeWeTfol2lNalmSn '^,e. FedeJ Admin Vehicle rPackage
FAVP Federal Siscriel:Administrative
Vehicle
r Packagea
$ 3,2p 50.00 85
HG2AVP
HO2 EmergencyigherAdministrative Unmarked Patrol Package
RAVP RouterAdminirAVetiatiPackage
SOAVP SoundOff
l'Administrative Vehicle Package $ 1,345.00 8.5
STAVLED STAR Emergency Lighting Administrauve Vehicle Package $ 1,395.00 8.5
WAVP (Whelen:Administrative Vehicle Package
$ 1,395 00 8.5
A La Carle Lights:
CENCOM Whelen Cencom upgrade,deluxe siren,mlcroproceesor controlled $ 329.00 1.0
Whelen-upgrade WPLB 1 tier Premium Lightbar with DUO Color Traffic Advisor $ 425.00 0.0
FULL DUO Whelen-upgrade WPLB( tier Premium Lightbar with Full DUO Color lightheads $ 789.00 0.0
Whelan-upgrade WPLB I tier Premium Lightbar with Full Trio Color lightheads $ 1,490.00 0.0
Whelen-upgrade WMLB Medium Liglthar with DUO Color Traffic Advisor $ 135.00 0.0
30
Order Code Md Options Rice Labor Hrs.
Whelen-upgrade WELB Economy Lightbar with DUO Color Tragic Advisor $ 135.00 0.0
Whelen-upgrade any Whelen Lightbar to fully adjustable mounting foot
$ alo.00 0.0
Whelen-upgrade WPLB 1 tier Premium Lightbar with Front DUO Color
lightheads $ 345.00 0.0
329252 Federal Signal-Rear deck LED,GEN 3 minimum,warning lights-LED lights $ 255.00 1.5
may be blue,red,amber or any combination-specify color
W-RDL Rear deck LED,OEN 3 minimum,warning lights-LED lights!nay be blue,red,
$ 265.00 1.5
amber or any combination-specify color
L-SPOT Left-hand pillar mounted 6"spotlight with clear halogen bulb $ 345.00 3.5
LR-SPOT Left&right-hand pillar mounted 5"spotlight with clear halogen bulb $ 690.00 7,0
IPX300-X Federal Signal-LED,OEN 3 minimum,grille lights,2 minimum-LED lights
may be blue,red,amber or any combination-specify color(Whelen,Federal, $ 115,00 2.5
SoundOff Signal or approved equivalent)
MPS3000-X Federal Signal-LED,OEN 3 minimum,rear view mirror flashing lights-LED
lights may be blue,red,amber or any combination-specify color(Whelen, $ 6500 2.5
Federal,SoundOff Signal,Rontan or approved equivalent)
2 50 12 1-0 2 Federal Signal-Roof-mount amber strobe beacon(Whalen,Federal,SoundOff $ 125.00 2.5
Signal,Raritan or approved equivalent)
252650-02SC Federal Signal-Roof-Mount Amber LED strobe beacon(Whelan,DAR Electronics $ 145.00 2.5
or approved equivalent)
Federal Signal-LED,GEN 3 minimum,trunk lights,2 minimum-LED lights
may be blue red,amber or any combination-specify color(Whelen,Federal, $ 120.00 2.5
SoundOff Signal,Ronan or approved equivalent)
INCLUDED IN FEDERAL SIGNAL Federal Signal-LED,OEN 3 minimum,integral directional arrow activated in
LEGEND AND INTEGRITY LIGHTBARS lightbar(with controller if required)-LED lights may be blue,red,amber or any N/C
combination-specify color.Requires purchase of 4ghtbar.
3L6F-XX Federal Signal-Traffic directional LED,GEN 3 minimum,arrow with 6 modules $ 270.00 2,0
(with controller If required).
750501 and 750501-XX Federal Signal-100-Watt,Compact Cast Siren Speaker with U-Bracket $ 175.00 2.0
SSP2000B-200 Federal Signal Smart Siren-upgrade,deluxe siren,microprocessor controlled;
w/RMK text.cable)and MNCT-SB(microphone)included $ 675.00 20
W-GL LED,GEN 3 minimum,grille lights,2 minimum-LED lights may be blue,red,
amber or any combination-specify color(Whelan,Federal,SoundOff Signal or $ 170.00 3.0
approved equivalent)
W-RML LED,OEN 3 minimum,rear view mirror flashing lights-LED lights may be blue,
red,amber or any combination-specify color(Whelan,Federal,SoundOff Signal, $ 234.00 3.0
Rontan or approved equivalent)
W-RBS Roof-mount amber strobe beacon(Whelen,Federal,SoundORSignal,Rontan or $ 75.00 25
approved equivalent)
W-RBL Roof-Mount Amber LED strobe beacon(Whelen,D&R Electronics or approved $ 140.00 2.5
equivalent)
W-TLL LED,GEN 3 minimum,trunk lights,2 minimum-LED lights may be blue,red,
amber or any combination-specify color(Whelen,Federal,SoundOff Signal, $ 185.00 2.5
Ronan or approved equivalent)
INCLUDED WITH WHELEN LIGHT BARS LED,OEN 3 minimum,integral directional arrow activated in tightbar(with
controller if required)-LED lights may be blue,red,amber or any combination-
specify color.Requires purchase of iightbar.
TRAFFIC ADVISOR Tic directional LED,OEN 3 minimum,arrow with 6 modules(with controller S $ 399.00 25
required).
100-Watt,Compact Cast Siren Speaker with U-Bracket $ 155.00 2.0
Federal Signal Smart Siren-upgrade,deluxe siren,microprocessor controlled;
w/RMK(ext.cable)and MNCT-SB(microphone)included
ETSA4S1CSP SoundOff Signal ETSA48 ICSP-deluxe siren $ 34900 2.0
ETSA482RSP Soundef Signal ETSA482RSP-upgrade,200 watt dual tone remote siren with
lighting end arrow controls $ 485.00 20
W-UOCC Whalen Cencom-upgrade,deluxe siren,microprocessor controlled $ 345.00 2.0
FLHP-XXX Federal Signal-Headlight flashers,solid state $ 50,00 2.0
SoundOff Signal-Headlight flashers,solid state
W-UHF2150 Whelen-Headlight flashers,solid state $ 40.00 2.0
SoundOff Signal-Tail light flashers $ 49.00 2.0
ENT2B3x Soundoff Signal-Intersectar LED undermirror Light $ 140.00 2.0
31
' Order Cade . Add Options . ..Price.... Labor Hrs.
SoundOff Signal-EPL8000 Full Featured Interior Lightbar Eight 6-LED
modules,with optional Two 6-LED Mashing Take-Downs Meets SAE
EPL8000 specifications.Easy Installation to Visor Anchor Points Without Drilling Holes, $ 890.00 2.5
Vehicle Specific.Please indicate vehicle make and model.
Federal Signal upgrade basic(61 switch controller and siren to combination light
controller/siren $ 469.00 2.5
PBXOX and PBX-TCP-X Federal Signal-Push Humber Ford Police Interceptor Utility including top
channel.
Far LEGEND-IOD45 Federal Signal-Patented All LED lighted Hotfoot available on Vision SLR,Valor,
Legend and LPX Lightbars
HOWLER Whelan Low Frequency Supplemental Siren,with Vehicle Mounting Bracket,
available far;Ford Sedan and SUV Interceptor,Expedition,F250/F350,E-Series
Van,Taurus and Explorer,Chevy Impala,Cuprite,Tahoe,Suburban,Express, $ 465.00 2.5
Silverado,Dodge Charger,and 4500
Signal D44 Cyclone 100 Watt Speaker-Patent Pending Cyclonic Expansion $ 150.00 1.0
chambers,ragged glass filled nylon housing
DTX 1/2 Federal Signal DTX Digital In Car Video System. Front and rear(2)camera
system including solid state OVR with built in GPS and Wi-Fl,wireless
microphone,and DTX COMMAND software for video management.System is
available as MDT client version or stand along 4.5"monitor. 3rd and 4th
cameras optional. Wireless download software optional per each 10 vehicles.
CNSM4F-2647802 Federal Signal LED warning light with Sig alMaster directional capability,multi-
color capability,and mil flood capability.4 head front model. $ 419.00 2.5
Signal 9016 LED Series 9tarBeam M-Tech LED Mini-Bar 20 Bash patterns,and $ 28G00 2.5
mounting kit.Please specify color(s).
Interior Mount LED Light 12 LED Array,Gen 3 LED,Cig Plug w/lighted on/off
switch,gash pattern select button,30 flash patterns,and mounting kit(Signal
Vehicle Products DLIS-12 or equivalent).Please specify color(a). $ 250.00 2.5
Combination 200 Watt Siren and 8 function light control panel including traffic
director,dual calor lighted keypad,4 position progressive slide switch,LED
speaker diagnostics,PA with noise canceling microphone(Signal Vehicle $ 455.00 3.5
Products LCS 800 or equivalent).
Low Profile Spilt Interior Front Mount LED Lightbar, 1"High Profile,No Drill
Mounting with Vehicle Specific Mounting Kits(included),35 flash patterns with
pattern select button,Cig Plug w/lighted on/oar switch(Signal Vehicle Products $ 519.00 2.5
'Split Phantom'U1B24 or equivalent)Please specify color(s(.
Low Profile Interior Front Mount LED Lightbar,1"High Profile,No Drill Mounting
with Vehicle Specific Mounting Kits(included),35 flash patterns with pattern
select button,Red Map Light,Cig Plug w/lighted on/off switch(Signal Vehicle $ 385.00 2.5
Products'Phantom"ULB44 or equivalent).Please specify color(s).
Whalen Full Featured Interior Lightbar Eight 3-LED Lamps,Upper Front Unit
Mounted in a Rugged Housing That Fits Snugly Against the Front Window of the
Vehicle,Two Piece,Individual Driver and Passenger Side Units,with Two LED
Flashing/Take-Downs(one In each housing)Meets SAE and California Title XIII $ 725.00 2.5
specifications.Easy Installation to Visor Anchor Points Without Drilling Holes,
Vehicle Specific.Please indicate vehicle make and model.
Upgrade Whelen Interior Lightbar to Eight 6-LED lamps $ 475.00 2.5
MPSWP-X Federal Signal-MicroPulse Wide Angle Light. Product utilizes 9 LEDs providing
180 degree light source. Available in red,blue,white,and amber. $ 129.00 1.0
IPX620-XX Federal Signal-LED warning light,dual color,with 12 LEDs per light head.
Amber,blue,red,white,and green LEDs available. $ 99.00 1.0
SILSS-)CC(XXXX Federal Signal-SpectraLux ILS.Front split headliner,Ideal for slick-top
applications. Red and blue with white flood feature. $ 729.00 2.5
STSB4020 STAR 6 pos switch box. US Made $ 110.00 1.0
ST904040 STAR switch boxes progressive slide feature $ 135.00 1.0
STLCS850 STAR 200 Watt command center control Lighta/®ren/PA. US Made. $ 549.00 2.0
STULB9LDC STAR Mini Phantom,Dual Color LED Liner=Technology. All color combos. All 175.00 2,5
white takedowns
STAR Phantom interior bar Lineum Technology.Thin profile. Dual color. 31 $ 569.00 2.5
STULB28 flash patterns.
32
•
Order Code Add Options Price Labor Hrs.
STAR LED Gen 6 Lineum Technology Dual color traffic director undercover rear $ 345.00 2.0
STULB38 window bar
STAR Micro LED Oen 6 Ultra low profile 3/8"thick. All color combos.2 $ 159,00 2.0
STEN-ITS-2 lights/2hrackets
STAR Cyclone Speaker plus bracket. Rear facing driver. 100 watts. Patented. $ 145.00 2.0
STD-49-16 US Made
STAR 6 LED high Intensity Gen 4. 2S patterns. 2 lights/2 brackets. All colors.
STDLX6-2 US Made. $ 155.00 2.0
Corner Strobe Hits - ,
Code3 He 6PAE Fluehmount LED
Code3 HB 4PAE Flut LED
Code3 TRX6 LED lightht HeadHead
Code3 MR6 LED light Head
Code3 HB915 Hide A Blast LED
Code3 Banshee Siren
Code3 C3100O Speaker
9LFXX,SL6FXX,9L8FXX Federal Signal-latitude Series warning light with Solaris 9,6,and 8 head 189,270,
2.5
models 3 LEDs per position, 10 flash patterns,5 year warranty 305
9IFZXXXXXXX Federal Signal-SpectraLux ILS Low profile split front including driver and
passenger side.Specify vehicle type. $ 729.00 2.5
MPS620U-AX Federal Signal-MicroPulae 6 and side marker mount for Chevy Caprice $ 93.00 1.0
Quasar Strobe LED Extreme Generation 5-loaded with 6 rebel LED's in each
lighthead sold in pairs.Colors:blue,red,white and amber
Corner LED Kit- Two Head Signal LED Kit(LDHF311 Includes 2 Spherical
heads in 10'or 30'lengths with inline flasher;Nickel plated aluminum housing
with advanced theme]heat management.Colors:amber,blue,green,red,or
white
Corner LED Kit- Four Head Signal LED Kit(LDHF311.Includes 4 spherical
heads in 10'or 30'lenghts with inline flasher,nickel plated aluminum housing
with advanced thermal heat management.Colors:amber,blue,green,red,or
white
Comer Strobe Kits-Signal Vehicle Products Kit with 4 clear tubes,6 outlet
Corner Strobe Kite-Signal Vehicle Products Kit with 4 clear tubes,6 outlet
SoundOff Compass Fender Light Side Fender Lights for Ford Pr sedan or Chevy Caprice,housing fits oem
openening on side fender lights,can be purchased with GHOST or
INTERSECTOR llghthead.
ELUC2S010x(ea)kit price to include 4 Comer LED Kits-Soundal Universal undercover LED kit,consists of 4 corner
lights LEDs,choice of colorsred,white,blue,amber any split color combination.
Please specify colors. Included with inline flasher,10'of cable
Corner Strobe Kits-Whelen Kit with 4 clear tubes,6 outlet CSP 60w power
Corner Strobe Kits-Whalen Kit with 4 clear tubes,6 outlet CSP 90w power
W-VERTEX Corner LED Kits-141 Whelan Vertex Series Hemispherical LED Light Head.
AutoNation Chrysler Dodge Jeep Rem of of Pembroke Pines will offer any Factory production
Production Item not listed In the FSA bid at a discount of of MBRP.
33
BIJ&i BB&T Governmental Finance
P.O. Box 714
Columbia, S.C.29202
(803)251-1328
Fax(803)251-1329
February 28, 2017
Joyce Tolbert,CPPB
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 City of Ocoee("City").
(1) Project: Police Vehicles&related Equipment
(2) Amount To Be Financed: $2 939�9/2-
•
(3) Interest Rates, Financing Terms and Corresponding Payments:
Term Non-Bank Qualified
Rate
3 years 2.04%
Principal payments shall be made quarterly, in advance,as requested.
The interest rate stated above is valid for a closing not later than April 14, 2017. 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 at any time without penalty.
The stated interest rate assumes that the City expects to borrow more than $10,000,000 in calendar
year 2017 and that the financing shall qualify as 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 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.
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 813&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
Andrew G. Smith
Senior Vice President
DRAFT
BB&T BB&T Governmental Finance
5130 Parkway Plaza Boulevard
Charlotte, North Carolina 28217
(704)954-1700
Fax(704)954-1799
VIA ELECTRONIC DELIVERY
jtolbed@c1ocoee fl us
agsmith@bbandtcom
direct dial'. 407-241-3570
March 6,2017
redwards@bbandt.com
Ms. Joyce'Tolbert direct dial'.704-954-1708
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 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 at 803-251-1328 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
( r to&/z C
Regina Edwards
Contract Administrator
Enclosures
Branch Banking and Trust Company
Financing for the City of Ocoee,Florida--Document Checklist
I. 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 City post-closing with requisitions for funds from project fund escrow account.
LEASE AGREEMENT
THIS LEASE AGREEMENT (this "Agreement") is dated as of April , 2017, 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
$239,912.00 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 $239,912.00 (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. JReserved).
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 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
duty of each and every City official to take such action and do such things as are required by law in
5
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 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 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.
(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
of each fifth anniversary of the Closing Date, and again as of the date of final payment of the
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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 Litivation. 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
the terms of this Agreement, (c) the validity or enforceability of this Agreement or the transactions
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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
(42 U.S.C. sections 9601 et seq.), the Hazardous Materials Transportation Act, as amended (49
9
U.S.C. sections 1801 et sem.), the Resource Conservation and Recovery Act, as amended (42
U.S.C. sections 9601 et seq.), 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 (6) 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.
(1) 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 IIB&T's request, the City shall execute, acknowledge
and deliver such further instruments reasonably necessary or desired by 1313&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.
(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
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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 Charles. 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.
(0 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. Chances 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.
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
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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
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.
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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.
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
14
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
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
15
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.
(0 The City's failing to pay when due any principal of or interest on any of its general
obligation debt.
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:
16
(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. JReserved(.
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&7"s direction,to any purchaser of the Equipment after an execution sale.
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
17
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.
7.02. No Assignments by City. The City shall not sell or assign any interest in this
Agreement.
18
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&Ts
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.
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.
19
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 APRIL ,2017
APPROVED:
ATTEST: CITY OF OCOEE, FLORIDA
Melanie Sibbitt, City Clerk Rusty Johnson,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 ,2017
this day of , 2017. 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
Eight(8) 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 April , 2017 (the "Lease
Agreement"), between the City of Ocoee,Florida,and Branch Banking and Trust Company
Contract Number: 9909001665-00004
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 $20,556.76. A portion of each payment is paid as and represents payment of
interest at an annual interest rate of 2.04%.
Payments are due beginning on April , 2017 and quarterly thereafter, with a final
payment of all outstanding principal and accrued and unpaid interest due on January , 2020,
all as set forth in the attached amortization schedule.
23
City of Ocoee, Florida
$239,912.00 Police Vehicles
9909001665-00004
DRAFT AMORITZATION SCHEDULE-TO BE UPDATED TO REFLECT FUNDING DATE
Compound Period: Quarterly
Nominal Annual Rate: 2.040 %
CASH FLOW DATA
Event Date Amount Number Period End Date
1 Loan 04/01/2017 239,912.00 1
2 Payment 04/01/2017 20,556.76 12 Quarterly 01/01/2020
AMORTIZATION SCHEDULE-Normal Amortization, 360 Day Year
Date Payment Interest Principal Balance
Loan 04/01/2017 239,912.00
I 04/01/2017 20,556.76 0.00 20,556.76 219,355.24
2 07/01/2017 20,556.76 1,118.71 19,438.05 199,917.19
2017 Totals 41,113.52 1,118.71 39,994.81
3 10/01/2017 20,556.76 1,019.58 19,537.18 180,380.01
4 01/01/2018 20,556.76 919.94 19,636.82 160,743.19
5 04/01/2018 20,556.76 819.79 19,736.97 141,006.22
6 07/01/2018 20,556.76 719.13 19,837.63 121,168.59
2018 Totals 82,227.04 3,478.44 78,748.60
7 10/01/2018 20,556.76 617.96 19,938.80 101,229.79
8 01/01/2019 20,556.76 516.27 20,040.49 81,189.30
9 04/01/2019 20,556.76 414.07 20,142.69 61,046.61
10 07/01/2019 20,556.76 311.34 20,245.42 40,801.19
2019 Totals 82,227.04 1,859.64 80,367.40
11 10/01/2019 20,556.76 208.09 20,348.67 20,452.52
12 01/01/2020 20,556.76 104.24 20,452.52 0.00
2020 Totals 41,113.52 312.33 40,801.19
Grand 246,681.12 6,769.12 239,912.00
Totals
24
PROJECT FUND AGREEMENT
THIS PROJECT FUND AGREEMENT is dated as of April , 2017, 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 April _, 2017 (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$239,912.00 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 $239,912.00 into a special
account of the City at Branch Banking and Trust Company to be designated "2017-00004 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.
(h) 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 Assians. 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 APRIL_,2017
APPROVED:
ATTEST: CITY OF OCOEE,FLORIDA
Melanie Sibbitt,City Clerk Rusty Johnson, 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 ,2017
this day of , 2017. 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]
Mr. Phillip Hardy
BB&T Governmental Finance direct dial: 252-296-0653
E-mail requisitions to: GFProjectfunds@bbandt.com
RE: Request for disbursement of funds from the Project Fund related to Contract No.
9909001665-00004 with the City of Ocoee, Florida, dated April , 2017.
Dear Mr. Hardy,
Pursuant to the terms and conditions of the Project Fund Agreement dated as of April ,
2017, 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 Branch Banking and Trust
Company listed as loss payee and certificate holder;
o year, make model, VIN number of vehicles;
o loan contract number 9909001665-00004.
Project Description: Eight(8)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:
I. 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
CLOSING CERTIFICATE
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
Rusty Johnson Mayor
Melanie Sibbitt 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 $41,113.52 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 day of April, 2017.
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
Melanie Sibbitt, City Clerk Rusty Johnson, 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 ,2017
this day of ,2017. 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
April , 2017 (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
I. 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 13B&T may make an assignment of paymcnt 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$239,912.00 (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.
INVESTED SINKING FUNDS
9. 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
10. (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
3
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
I I. 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 APRIL ,2017
APPROVED:
ATTEST: CITY OF OCOEE, FLORIDA
Melanie Sibbitt, City Clerk Rusty Johnson, 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 ,2017
this day of :2017. UNDER AGENDA ITEM NO. .
SNUFF IELD, LOWMAN& WILSON, P.A.
BY:
Scott A.Cookson,City Attorney
5
For 8038-G Information Return for Tax-Exempt Governmental Obligations
(Rev.September 2011) ►Under Internal Revenue Code section 149(e) OMB No.1546-0720
Department of the Treasury R See separate Instructions.
Internal Revenue Service Caution:If the issue price is under$100,000,use Form 8038-GC.
M/ Reporting Authority If Amended Return,check here ► E
I 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 about this return(see 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) Room/suite 5 Report number(For IRS Use Only)
150 N.Lakeshore Drive 13 'tnY,+:
5 City,town,or post office,state,and ZIP code 7 Date of issue
Ocoee,Florida 34761 4/_/2017
8 Name of Issue 9 CUSIP number
$239,912.00 Police vehicle installment financing loan contract 49909001665-00004
no Name and title of officer or other employee of the issuer whom the IRS may call for more information(see lob Telephone number of officer or other
instructions) employee shown on 10a
Mayor 407-905-3100
1ian 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 14 239,912 00
15 Environment(including sewage bonds) 15
16 Housing 18
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 ► E
Part III Description of Obligations. Complete for the entire issue for which this form is being filed.
(a)Final maturity date (b)Issue pace (c)Staled redemption aBGl Weighted tet Yield
price at maturity ge maturity
21 1/_/2020 $ 239,912.00 $ 239,912.00, years 2.04 %
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)) 23 239,912 00
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 a
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . 30 239,912 00
ETI;(i0 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/DDM YY) ►
34 Enter the date(s)the refunded bonds were issued►(MM/ODmw)
For Paperwork Reduction Act Notice,see separate instructions. cat.No.63773S Form 8038-0(Rev.9-2011)
Form 8038-G(Rev.9-2011) Page 2
MAUI 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 GIG
c Enter the name of the GIC provider Oh
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans e j
to other governmental units 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box 0 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)(8)(i)(III)(small issuer exception),check box . . . ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box ► 0
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► 0 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 issuers return intormation,as necessary to
and process this return,to the person that I have authorized above.
Consent Mayor
Signature of Issuers authorized representative Date Type or print name and title
Paid
Print/Type Type preparers name Preparers signature Date shack ❑ if
self-employed
Preparer
Use Only Firm's name la Firm's EIN
Firm's address P Phone no.
Form 8038-0(Rev.9-2011)
Instructions for Form 0Department of the Treasury
Internal Revenue Service
8038-G
(Rev. September 2011 )
Information Return for Tax-Exempt Governmental Obligations
Section references are to the Internal indenture or other bond documents.See Rounding to Whole Dollars
Revenue Code unless otherwise noted. Where To File next. You may show amounts on this return as
General Instructions Where To File whole dollars.To do so,drop amounts
less than 50 cents and increase amounts
Purpose of Form File Form 8038-G,and any attachments, from 50 cents through 99 cents to the
Form 8038-G is used byissuers of with the Department of the Treasury, next higher dollar.
Internal Revenue Service Center,Ogden,
tax-exempt governmental obligations to UT 84201. Questions on Filing Form
provide the IRS with the information 8038-G
required by section 149(e)and to monitor Private delivery services. You can use For specific questions on how to file Form
the requirements of sections 141 through certain private delivery services 8038-G send an email to the IRS at
150. designated by the IRS to meet the'timely TaxExemptBondOuestionseirs.gov
Who Must File mailing as timely filing/paying"rule for tax and put"Form 8038-G Question"in the
returns and payments.These private subject line.In the email include a
IF THEN,for tax-exempt
deliveryservicesinclude only the description of your question,a return
Fthe 21,issue pricec(b)) governmentalEN,for
following: email address,the name of a contact
(line( obligations auea • DHL Express(DHL): DHL Same Day person,and a telephone number.
Service
atter December 31, .
1986,issuers must • Federal Express (FedEx): FedEx De}initions
file... Priority Overnight, FedEx Standard Tax-exempt obligation. This is any
Overnight,FedEx 2Day, FedEx obligation,including a bond,installment
$100,000 or more A separate Form International Priority,and FedEx purchase agreement,or financial lease,
8038-G for each issue International First. on which the interest is excluded from
Less than$100,000 Form 8038-GC, Day
United Parcel Service(UPS): UPS Next income under section 103.
Day Air,UPS Next Day Air Saver, UPS
Information Return for 2nd Day Air, UPS 2nd Day Air A.M.,UPS Tax-exempt governmental obligation.
Small Tax-Exempt Worldwide Express Plus,and UPS A tax-exempt obligation that is not a
Governmental BondWorldwide Express. private activity bond(see below)is a
Issues,Leases,and
tax-exempt governmental obligation.This
Installment Sales The private delivery service can tell includes a bond issued by a qualified
you how to get written proof of the mailing volunteer fire department under section
date. 150(e).
AFor all build America bonds and
recovery zone economic Other Forms That May Be Private activity bond. This includes an
development bonds use Form obligation issued as part of an issue in
8038-B, Information Return for Build Required which:
America Bonds and Recovery Zone For rebating arbitrage(or paying a • More than 10%of the proceeds are to
Economic Development Bonds. For tax penalty in lieu of arbitrage rebate)to the be used for any private activity business
credit bonds and specified tax credit Federal government, use Form 8038-T, use,and
bonds use Form 8038-TC, Information Arbitrage Rebate,Yield Reduction and • More than 10%of the payment of
Return for Tax Credit Bonds and Penalty in Lieu of Arbitrage Rebate. principal or interest of the issue is either
Specified Tax Credit Bonds. (a)secured by an interest in properly to
For private activity bonds, use Form be used for a private business use(or
When To File 8038, Information Return for Tax-Exempt payments for such property)or(b)to be
File Form 8038-G on or before the 15th Private Activity Bond Issues. derived from payments for property(or
day of the 2nd calendar month after the borrowed money)used for a private
close of the calendar quarter in which the For build America bonds(Direct Pay), business use.
bond is issued. Form 8038-G may not be build America bonds(Tax Credit),and It also includes a bond,the proceeds
filed before the issue date and must be recovery zone economic development of which(a)are to be used directly or
bonds,complete Form 8038-B,
completed based on the facts as of the indirectly to make or finance loans(other
Information Return for Build America
issue date. Bonds and Recovery Zone Economic than loans described in section 141(c)(2))
Late filing. An issuer may be granted an Development Bonds. to persons other than governmental units
extension of time to file Form 8038-G and(b)exceeds the lesser of 5%of the
under Section 3 of Rev. Proc.2002-48, For qualified forestry conservation proceeds or$5 million.
2002-37 I.R.B.531,if it is determined that bonds,new clean renewable energy Issue price. The issue price of
the failure to file timely is not due to willful bonds,qualified energy conservation obligations is generally determined under
neglect.Type or print at the top of the bonds,qualified zone academy bonds, Regulations section 1.148-1(b).Thus,
form"Request for Relief under section 3 qualified school construction bonds,clean when issued for cash,the issue price is
of Rev. Proc.2002-48"and attach a letter renewable energy bonds, Midwestern tax the first price at which a substantial
explaining why Form 8038-G was not credit bonds, and all other qualified tax amount of the obligations are sold to the
submitted to the IRS on time.Also credit bonds(except build America public.To determine the issue price of an
indicate whether the bond issue in bonds),file Form 8038-TC,Information obligation issued for property,see
question is under examination by the IRS. Return for Tax Credit Bonds and sections 1273 and 1274 and the related
Do not submit copies of the trust Specified Tax Credit Bonds. regulations.
Sep 20,2011 Cat.No.63774D
Issue. Generally,obligations are treated return for the same date of issue.If you exchanges the bonds that are part of the
as part of the same issue if they are are filing to correct errors or change a issue for the underwriter's(or other
issued by the same issuer,on the same previously filed return,check the purchasers)funds.For a lease or
date, and in a single transaction,or a Amended Return box in the heading of installment sale,enter the date interest
series of related transactions. However, the form. starts to accrue in a MM/DD/YYYY
obligations issued during the sameThe amended return must provide all format.
calendar year(a)under a loan agreement the information reported on the original Line 8. If there is no name of the issue,
under which amounts are to be advanced return, in addition to the new or corrected
periodically(a"draw-down loan")or(b) information.Attach an explanation of the issue,provide other identification of the
with a term not exceeding 270 days,may reason for the amended return and write
be treated as part of the same issue if theacross the top,"Amended Return Line 9. Enter the CUSIP(Committee on
obligations are equally and ratably Explanation."Failure to attach an Uniform Securities Identification
secured under a single indenture or loanexplanation may result in a delay in Procedures)number of the bond with the
agreement and are issued under aprocessing the form. latest maturity. If the issue does not have
common financing arrangement(for a CUSIP number,write"None."
example,under the same official Line 1. The issuer's name is the name of
statement periodically updated to reflect the entity issuing the obligations, not the Line 10a. Enter the name and title of the
changing factual circumstances).Also,for name of the entity receiving the benefit of officer or other employee of the issuer
obligations issued under a draw-down the financing. For a lease or installment whom the IRS may call for more
loan that meet the requirements of the sale,the issuer is the lessee or the information. If the issuer wishes to
preceding sentence,obligations issued purchaser. designate a person other than an officer
during different calendar years may be Line 2. An issuer that does not have an or other employee of the issuer(including
treated as pan of the same issue if all of employer identification number(EIN) a legal representative or paid preparer)
the amounts to be advanced under the should apply for one on Form SS-4, whom the IRS may call for more
draw-down loan are reasonably expected Application for Employer Identification information about the return,enter the
to be advanced within 3 years of the date Number.You can get this form on the IRS name,title,and telephone number of
of issue of the first obligation. Likewise, website at IRS.gov or by calling such person on lines 3a and 3b.
obligations(other than private activity 1-800-TAX-FORM(1-800-829-3676).You lines 10a and 106 even
bonds)issued under a single agreement may receive an EIN by telephone by Ail you complete lines 3a and 36.
that is in the form of a lease or installment following the instructions for Form SS-4.
sale may be treated as part of the same Line 3a. If the issuer wishes to authorize
issue if all of the property covered by that a person other than an officer or other Part II—Type of Issue
agreement is reasonably expected to be employee of the issuer(including a legal
delivered within 3 years of the date of representative or paid preparer)to A Elections referred to in Part II are
issue of the first obligation. communicate with the IRS and whom the made on the original bond
Arbitrage rebate. Generally,interest on IRS may contact about this return . documents, not on this form.
a state or local bond is not tax-exempt (including in writing or by telephone),
unless the issuer of the bond rebates to enter the name of such person here.The Identify the type of obligations issued
the United States arbitrage profits earned person listed in line 3a must be an by entering the corresponding issue price
from investing proceeds of the bond in individual. Do not enter the name and title (see Issue price under Definitions earlier).
higher yielding nonpurpose investments. of an officer or other employee of the Attach a schedule listing names and EINs
See section 148(f). issuer here(use line 10a for that of organizations that are to use proceeds
Construction issue. This is an issue of purpose). of these obligations,if different from those
tax-exempt bonds that meets both of the Note. By authorizing a person other than of the issuer,include a brief summary of
following conditions: an authorized officer or other employee of the use and indicate whether or not such
1. At least 75%of the available the issuer to communicate with the IRS user is a governmental or
construction proceeds are to be used for and whom the IRS may contact about this nongovernmental entity.
construction expenditures with respect to return,the issuer authorizes the IRS to Line 18. Enter a description of the issue
property to be owned by a governmental communicate directly with the individual in the space provided.
unit or a section 501(c)(3)organization, entered on line 3a and consents to
and disclose the issuer's return information to Line 19. If the obligations are shoe-term
2. All the bonds that are part of the that individual,as necessary,to process tax anticipation notes or warrants(TANs)
issue are qualified 501(c)(3)bonds, this return. or short-term revenue anticipation notes
bonds that are not private activity bonds, Lines 4 and 6. If you listed an individual or warrants(RANs),check box I9a. If the
or private activity bonds issued to finance on line 3a to communicate with the IRS obligations are short-term bond
property to be owned by a governmental and whom the IRS may contact about this anticipation notes(BANs),issued with the
unit or a section 501(c)(3)organization. return, enter the number and street(or expectation that they will be refunded with
P.O. box if mail is not delivered to street the proceeds of long-term bonds at some
In lieu of rebating any arbitrage that address),city,town,or post office, state, future date,check box 19b. Do not check
may be owed to the United States,the and ZIP code of that person.Otherwise, both boxes.
issuer of a construction issue may make enter the issuer's number and street(or Line 20. Check this box it property other
an irrevocable election to pay a penalty. P.O.box if mail is not delivered to street than cash is exchanged for the obligation,
The penalty is equal to 11/2%of the address),city,town, or post office, state, for example,acquiring a police car,a fire
amount of construction proceeds that do and ZIP code. truck,or telephone equipment through a
not meet certain spending requirements. series of monthlypayments.(This type of
See section 148(f)(4)(C)and the Note. The address entered on lines 4 P Y
Instructions for Form 8038-T. and 6 is the address the IRS will use for obligation is sometimes referred to as a
all written communications regarding the "municipal lease.")Also check this box if
Specific Instructions processing of this return,including any real property is directly acquired in
p notices. exchange for an obligation to make
periodic payments of interest and
Part 1—Reporting Authority g Line 5. This line is for IRS use only. Do principal.Do not check this box if the
Amended return. An issuer may file an not make any entries in this box. proceeds of the obligation are received in
amended return to change or add to the Line 7. The date of issue is generally the the form of cash,even if the term"lease"
information reported on a previously filed date on which the issuer physically is used in the title of the issue.
-2-
Part III-Description of principal, interest,or call premium on any the conditions of the private business
Obligations other issue of bonds after 90 days of the tests or the private loan financing test to
date of issue,including proceeds that will be met,then such issue is also an issue
Line 21. For column(a),the final be used to fund an escrow account for of private activity bonds. Regulations
maturity date is the last date the issuer this purpose. section 1.141-2(d)(3)defines a deliberate
must redeem the entire issue. action as any action taken by the issuer
For column(b),see Issue price under Part V-Description of that is within its control regardless of
Definitions earlier. Refunded Bonds whether there is intent to violate such
For column(c),the stated redemption Complete this part only if the bonds are to tests. Regulations section 1.141-12
price at maturity of the entire issue is the be used to refund a prior issue of explains the conditions to taking remedial
sum of the stated redemption prices at tax-exempt bonds. For a lease or action that prevent an action that causes
maturity of each bond issued as part of installment sale,write"N/A"in the space an issue to meet the private business
the issue. For a lease or installment sale, to the right of the title for Part V. tests or private loan financing test from
write"N/A"in column(c). Lines 31 and 32. The remaining being treated as a deliberate action.
weighted average maturity is determined Check the box if the issuer has
For column(d),the weighted average without regard to the refunding.The established written procedures to ensure
maturity is the sum of the products of the weighted average maturity is determined timely remedial action for all nonqualified
issue price of each maturity and the in the same manner as on line 21,column bonds according to Regulations section
number of years to maturity(determined (d). 1.141-12 or other remedial actions
separately for each maturity and by takingauthorized by the Commissioner under
into account mandatory redemptions), Line 34. If more than a single issue of Regulations section 1.141-12(h).
divided by the issue price of the entire bonds will be refunded, enter the date of
issue(from line 21,column(b)).For a issue of each issue. Enter the date in an Line 44. Check the box if the issuer has
lease or installment sale,enter instead MM/DDVVVy format. established written procedures to monitor
the total number of years the lease or Part VI-Miscellaneous compliance with the arbitrage,yield
installment sale will be outstanding. restriction,and rebate requirements of
For column(e),the yield,as defined in Line 35. An allocation of volume cap is section 148.
section 148(h), is the discount rate that, required if the nonqualified amount for the Line 45a. Check the box if some part of
when used to compute the present value issue is more than$15 million but is not the proceeds was used to reimburse
of all payments of principal and interest to more than the amount that would cause expenditures. Figure and then enter the
be paid on the obligation,produces an the issue to be private activity bonds. amount of proceeds that are used to
amount equal to the purchase price, Line 36. If any portion of the gross reimburse the issuer for amounts paid for
including accrued interest.See proceeds of the issue is or will be a qualified purpose prior to the issuance
Regulations section 1.148-4 for specific invested in a guaranteed investment of the bonds.See Regulations section
rules to compute the yield on an issue. If contract(GIC),as defined in Regulations 1.150-2.
the issue is a variable rate issue,write section 1.148-1(b),enter the amount of Line 45b. An issuer must adopt an
"VR"as the yield of the issue.For other the gross proceeds so invested,as well official intent to reimburse itself for
than variable rate issues,carry the yield as the final maturity date of the GIC and preissuance expenditures within 60 days
out to four decimal places(for example, the name of the provider of such contract. after payment of the original expenditure
5.3125%). If the issue is a lease or Line 37. Enter the amount of the unless excepted by Regulations section
installment sale,enter the effective rate of proceeds of this issue used to make a 1.150-2(f). Enter the date the official
interest being paid. loan to another governmental unit, the_ intent was adopted.See Regulations
Part IV-Uses of Proceeds of interest of which is tax-exempt. section 1.150-2(e)for more information
Bond Issue Line 38. If the issue is a loan of about official intent.
For a lease or installment sale,write"N/A" proceeds from another tax-exempt issue, Signature and Consent
in the space to the right of the title for Part check the box and enter the date of issue, An authorized representative of the issuer
IV pool and name of issuer of the master must sign Form 8038-G and any
pool obligation,
applicable certification.Also print the
Line 22. Enter the amount of proceeds Line 40. Check this box if the issue is a av
that will be used to pay interest from theconstruction issue and an irrevocable name and title of the person signing Form
date the bonds are dated to the date ofelection to pay a penalty in lieu of 8038-G.The authorized representative of
issue, arbitrage rebate has been made on or the issuer signing this form must have the
Line 24. Enter the amount of the authority to consent to the disclosure of
before the date the bonds were issued. the issuers return information,as
proceeds that will be used to pay bond The penalty is payable with a Form necessary to process this return,to the
issuance costs,including fees for trustees 8038-1 for each 6-month period after the person(s)that have been designated in
and bond counsel. If no bond proceeds date the bonds are issued.Do not make Form 8038-G.
will be used to pay bond issuance costs, any payment of penalty in lieu of arbitrage
enter zero.Do not leave this line blank. rebate with this form.See Rev. Proc. Note. If the issuer in Part 1, lines 3a and
Line 25. Enter the amount of the 92-22, 1992-1 C.B.736 for rules 3b authorizes the IRS to communicate
proceeds that will be used to pay fees for regarding the"election document." (including in writing and by telephone)
credit enhancement that are taken into Line 41a. Check this box if the issuer with a person other than an officer or
account in determining the yield on the has identified a hedge on its books and other employee of the issuer,by signing
issue for purposes of section 148(h) (for records according to Regulations sections thisrepform,ativ issuer's consentsauthorized.the
example,bond insurance premiums and 1.148-4(h)(2)(viii)and 1.148-4(h)(5)that of the issuer'se
return information,disclosure
as
certain fees for letters of credit). permit an issuer of tax-exempt bonds to of the nary ton ces urto
Line 26. Enter the amount of proceeds identity a hedge for it to be included in necessary to process this return,to such
that will be allocated to such a fund. yield calculations for computing arbitrage. person.
Line 27. Enter the amount of the Line 42. In determining if the issuer has Paid Preparer
proceeds that will be used to pay super-integrated a hedge,apply the rules If an authorized officer of the issuer filled
principal,interest,or call premium on any of Regulations section 1.148-4(h)(4).If in this return,the paid preparers space
other issue of bonds within 90 days of the the hedge is super-integrated,check the should remain blank.Anyone who
date of issue. box. prepares the return but does not charge
Line 28. Enter the amount of the Line 43. If the issuer takes a"deliberate the organization should not sign the
proceeds that will be used to pay action"after the issue date that causes return.Certain others who prepare the
-3-
return should not sign.For example, a the information.We need it to ensure that Learning about the law or 2 hr.,41 min.
regular,full-time employee of the issuer, you are complying with these laws. the form
such as a clerk, secretary,etc.,should You are not required to provide the Preparing,copying, 3 hr.,3 min.
not sign. information requested on a form that is assembling,and sending
Generally,anyone who is paid to subject to the Paperwork Reduction Act the form to the IRS
prepare a return must sign it and fill in the unless the form displays a valid OMBIf you have comments concerning the
other blanks in the Paid Prepare(Use control number.Books or records relating accuracy of these time estimates or
Only area of the return. to a form or its instructions must be suggestions for making this form simpler,
The paid preparer must: retained as long as their contents may we would be happy to hear from you.You
• Sign the return in the space provided become material in the administration of can write to the Internal Revenue Service,
for the preparer's signature(a facsimile any Internal Revenue law.Generally, tax Tax Products Coordinating Committee,
signature is acceptable), returns and return information are SE:W:CAR:MP:T:M:S, 1111 Constitution
• Enter the preparer information, and confidential,as required by section 6103. Ave. NW,IR-6526,Washington, DC
• Give a copy of the return to the issuer. The time needed to complete and file 20224.Do not send the form to this
this form varies depending on individual office.Instead,see Where To File.
Paperwork Reduction Act Notice. We circumstances.The estimated average
ask for the information on this form to time is:
carry out the Internal Revenue laws of the
United States.You are required to give us
-4-
CITY OF OCOEE,FLORIDA
INVOICING INFORMATION SHEET
CONTRACT NUMBER: 9909001665-00004
CONTRACT DATE: April , 2017
INVOICING ADDRESS:
CONTACT PERSON:
PHONE NUMBER:
FAX NUMBER:
CONTACT PERSON'S E-MAIL ADDRESS:
Please complete this form to indicate the address where we should mail reminder
invoices for loan payments, and to provide contact information should we have questions.
BB&T BB&T Governmental Finance
5130 Parkway Plaza Boulevard
Building 49
Charlotte, North Carolina 28217
(704)954-1700
Fax(704)954-1799
INVOICE
9909001665-00004
City of Ocoee,Florida
150 N.Lakeshore Drive
Ocoee,Florida 34761
rt installment payment $20,556.76
Payment due at funding [to be paid by check at closing]
Make check payable to:
BB&T Governmental Finance
[Form of City Attorney's Opinion]
[To Be Prepared on Attorney's Letterhead]
April , 2017
City of Ocoee, Florida
Branch Banking and Trust Company(`BB&T")
Charlotte,North Carolina
$239,912.00 Lease Financing for the City of Ocoee,Florida
Ladies and Gentlemen:
I have represented the City of Ocoee, Florida, (the "City"), in connection with the City's
authorization,execution and delivery of the following:
(I) A Lease Agreement dated as of April , 2017 (the "Lease Agreement"), between
the City and BB&T; and
(2) A Project Fund Agreement dated as of April , 2017 (the "Project Fund
Agreement"),between the City and BB&T.
In this connection, I have reviewed (a) the Constitution of the State of Florida and other
applicable law; (b) certain proceedings taken by the City, a resolution approving financing terms
(the "Resolution") pertaining to the authorization of the above documents and related transactions;
(c) executed copies of the Lease Agreement and the Project Fund Agreement (the "Agreements");
and (d) such other information and documents as I have deemed relevant in order to render this
opinion.
Based upon the foregoing, it is my opinion that:
1. The City is a Florida public body duly existing pursuant to Florida law.
2. The City has duly adopted the Resolution.
3. The City has duly authorized, executed and delivered each Agreement. Assuming
the due authorization, execution and delivery of an Agreement by every other party thereto, each
such Agreement constitutes a valid and binding agreement of the City enforceable in accordance
with its terms. The enforceability of the City's obligations with respect to the Agreements is
subject to the provisions of bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting the enforcement of creditors' rights. The enforceability of such obligations is also
subject to usual equity principles, which may limit the specific enforcement of certain remedies.
4. No further approval, consent or withholding of objections is required from any
federal, state or local government authority with respect to the City's entering into the Lease
Agreement, the City's performing its obligations thereunder or the transactions contemplated
thereby. The City has complied with all required public-bidding procedures regarding the
Equipment (as defined in the Lease Agreement) and the transactions contemplated by the Lease
Agreement.
5. All of the Equipment described in the Lease Agreement as intended to be
financed by the City will be personal property when installed as expected, and no portion will be
real property or a"fixture" within the meaning of the Florida Uniform Commercial Code.
6. To the best of my knowledge after reasonable investigation, neither (a) the
adoption of the Resolution, nor (b) the execution and delivery of the Agreements or the
consummation of the transactions contemplated thereby, nor (c) the fulfillment of or compliance
with the terms and conditions of the Agreements, breaches or violates any provision of any
contract, lease, instrument or other agreement or any judgment, order or decree of any court or
other governmental authority to which the City is a party or by which the City is bound. No
event or condition has happened or existed, or is happening or existing, under the provisions of
any such instrument which, at this time, constitutes a default or which, with notice or lapse of
time or both, would constitute an event of default under any such contract, lease, instrument or
other agreement or any such judgment, order or decree.
7. There is no litigation or any proceeding before any governmental agency pending
or, to the best of my knowledge after reasonable investigation, threatened against the City (or
any official thereof in an official capacity) with respect to (a) the City's organization or existence,
(b) the City's authority to execute and deliver the Agreements, to adopt the Resolution or to
comply with the terms thereof, (c) the transactions contemplated by the Agreements and the
Resolution, (d) the title to office of any City governing board member or any other City officer,
or (e) any authority or proceedings relating to the City's execution or delivery of any of the
Agreements.
Very truly yours,