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HomeMy WebLinkAboutR-2001-229 RESOLUTION NO. 2001- 229 A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA APPROVING THE TERMS AND CONDITIONS OF A LEASE- PURCHASE AGREEMENT WITH SUNTRUST BANK IN THE APPROXIMATE PRINCIPAL SUM OF $700,000.00 FOR THE PURCHASE OF CITY VEHICLES AND EQUIPMENT FOR THE CITY MANAGER, FIRE-RESCUE DEPARTMENT, PUBLIC UTILITIES/PUBLIC WORKS DEPARTMENT, AND GROWTH MANAGEMENT DEPARTMENT (SUCH LEASE-PURCHASE AGREEMENT BEING SOLELY PAYABLE FROM NON AD VALOREM FUNDS); AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE ALL REQUIRED LOAN DOCUMENTS; AUTHORIZING MINOR REVISIONS TO THE LOAN DOCUMENTS; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE THEREFOR. WHEREAS, the City of Dania Beach has the need to purchase vehicles and equipment, primarily to replace vehicles and equipment that have exceeded their useful lives; and WHEREAS, the purchases were considered by the City Commission and appropriation for the repayment of principal and interest of a lease-purchase financing • mechanism was approved and is contained in the Fiscal Year 2002 Operating Budget pursuant to the adoption of Resolution 2001-172; and, WHEREAS, in order to effectuate such purchase, Dania Beach wishes to execute a Lease-Purchase Agreement and other related instruments with Suntrust Bank in the approximate principal amount of $700,000.00; and, WHEREAS, Suntrust Bank provided the optimal terms and conditions, including the lowest interest rate, of the financing institutions contacted by the City's Director of Finance; and, WHEREAS, Dania Beach has negotiated with Suntrust Bank ("Bank") for the execution by Dania Beach of a Lease-Purchase Agreement with the Bank upon the terms set forth in the Exhibit attached to this Resolution, and the negotiated private placement of the Lease-Purchase Agreement with the Bank, upon such terms, is in the best interests of Dania Beach for the reasons stated above; and, WHEREAS, the approximate term of such obligation is three years with twelve (12) equal installments of SIXTY-ONE THOUSAND ONE HUNDRED EIGHTY-TWO AND 28/100T" (61,182.28) DOLLARS with an interest rate of 2.97%; and, WHEREAS, the principal, interest, and all other sums payable by the City of Dania Beach pursuant to the aforesaid Lease-Purchase Agreement shall be paid solely from 1 RESOLUTION NO. 2001-229 non-ad valorem funds lawfully available during this Fiscal Year and each Fiscal Year thereafter that. the City has an obligation and the financial ability to pay such principal, interest, and other such sums pursuant to such Lease-Purchase Agreement; and, WHEREAS, neither the full faith and credit nor the taxing power of the City of Dania Beach is or shall be pledged to the payment of the Lease-Purchase Agreement's principal, interest, or other sums payable, and no holder or other person shall, on account of such Lease-Purchase Agreement, have any right to compel the exercise of the ad valorem taxing power of the City of Dania Beach on any form of real or personal property to pay the principal, interest, or any other sums payable pursuant to such Lease-Purchase Agreement; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, THAT: SECTION 1: The foregoing findings are approved and incorporated by reference. SECTION 2: The terms and conditions of the Lease-Purchase Agreement between the City of Dania Beach and Suntrust Bank, as substantially set forth in Exhibit "1" attached to this resolution are approved. SECTION 3: The Mayor, Manager, and City Clerk, with the concurrence of either (i) City Attorney Thomas J. Ansbro, or (ii) Any Assistant City Attorney, are authorized to execute all rrequired Loan Documents, and are further authorized to make minor changes to the Lease- Purchase Agreement as may be required to close same (such minor changes including being able to adjust the principal amount of the loan by one percent (1 %), changing the term of the loan, or changing the initial fixed interest rate by .1 % per annum, or making minor changes to the Lease-Purchase Agreement's language). SECTION 4: In approving the Lease-Purchase Agreement, the City agrees to be bound by its terms. Specifically, for so long as the City has any financial obligations under such Lease- Purchase Agreement, the City covenants, agrees, and pledges that, commencing with the budget for the Fiscal Year commencing October 1, 2001, and in each Fiscal Year thereafter, to appropriate in its annual budget, by budget amendment if necessary, from non-ad valorem funds lawfully available in each such Fiscal Year, amounts which shall be sufficient to permit the City to pay, to the extent the City has the financial ability to do so, its obligations in accordance with the provisions of the Lease-Purchase Agreement. Such covenant and agreement on the part of the City to budget and appropriate such amounts of non-ad valorem funds shall be cumulative to the extent not paid, and shall continue until such non-ad valorem funds in amounts sufficient to make all required payments shall have been budgeted, appropriated, and actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate non-ad valorem funds. This covenant to budget and appropriate does not create a lien upon or pledge of non-ad valorem funds, nor does it preclude the City from • pledging in the future any of its non-ad valorem funds, nor does it require the City to levy and col lect any particular non-ad valorem funds, nor does it give the holder of the Lease-Purchase 2 RESOLUTION NO. 2001-229 Agreement a prior claim on the non-ad valorem funds as opposed to claims of general • creditors of the City. This covenant to budget and appropriate non-ad valorem funds is subject in all respects to the payment of debt service on bonds and other debt instruments. However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of imposing on the City the positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations under the Lease-Purchase Agreement, subject however in all respects to the restrictions of §166.241(3), Florida Statutes, as amended (or any successor provision), which provides that the amounts available from taxation and other services, including amounts carried over from prior fiscal years, must equal the total appropriation for expenditures and reserves; and subject further to the payment of services and programs which are for essential public services affecting the health, welfare, and safety of the inhabitants of the City or which are legally mandated by applicable law. Non-ad valorem funds means all revenues of the City derived from any source other than ad valorem taxation on real property or tangible personal property, which are legally available to make payments required under the Lease-Purchase Agreement, but only after provision has been made by the City for the payment of the costs of services and programs which are for essential public service purposes affecting the health, welfare, and safety of the inhabitants of the City or which are legally mandated. ALL PRINCIPAL, INTEREST, AND OTHER SUMS WHICH ARE THE CITY'S FINANCIAL OBLIGATIONS INCURRED PURSUANT TO THE AUTHORIZED LEASE-PURCHASE AGREEMENT SHALL BE PAYABLE SOLELY FROM NON-AD VALOREM FUNDS. NEITHER THE FULL FAITH AND • CREDIT NOR THE TAXING POWER OF THE CITY OF DANIA BEACH IS OR SHALL BE PLEDGED TO THE PAYMENT OF THE PRINCIPAL, INTEREST, OR OTHER SUMS PAYABLE UNDER THE AGREEMENT. NEITHER THE HOLDER NOR OTHER PERSON SHALL, ON ACCOUNT OF THE LEASE-PURCHASE AGREEMENT, HAVE ANY RIGHT TO COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OF DANIA BEACH ON ANY FORM OF REAL OR PERSONAL PROPERTY TO PAY THE PRINCIPAL, INTEREST, OR ANY OTHER SUMS PAYABLE UNDER THE AGREEMENT. SECTION 5: Should any section, paragraph, sentence, clause, phrase or other part of this Resolution be declared by a court of competent jurisdiction to be invalid, such decision shall not affect the validity of this Resolution as a whole or any portion or part of it, other than the part so declared to be invalid. SECTION 6: This Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED this 11`h day of DECEMBER, 2001 . PATRICIA FLURY MAYOR — COMMISSIONER • 3 RESOLUTION NO. 2001-229 • ATTEST: ROLL CALL: J COMMISSIONER BERTINO - YES COMMISSIONER MCELYEA - YES RLENE JO tWN COMMISSIONER MIKES - YES CITY CLERK VICE-MAYOR CHUNN - YES MAYOR FLURY - YES APPROVED AS TO, FFO�R AND CORRECTNESS: BY: _ II `V 1 THOMAS.). ANSI O CITY ATTORNEY • • 4 RESOLUTION NO. 2001-229 WEISS SEROTA HELFMAN PASTORIZA & GUEDES, P.A. ATTORNEYS AT LAW NINA L. BONISKE BROWARD OFFICE JOHN R. HERIN,JR. JAMIE ALAN COLE 3107 STIRLING ROAD, SUITE 300 CHRISTOPHER F. KURTZ EDWARD G. GUEDES FORT LAUDERDALE, FLORIDA 33312 PETER A. LICHTMAN STEPHEN J. HELFMAN KAREN LIEBERMAN* GILBERTO PASTORIZA MATTHEW H. MANDEL JOSEPH H. SEROTA JAMIE ALAN COLE BERNARD S. MANDLER' RICHARD JAY WEISS MANAGING SHARE HOLD ER-B ROWARD OFFICE ALEXANDER L. PALENZUELA-MAURI DAVID M. WOLPIN ANTHONY L. RECIO STEVEN W. ZELKOWITZ GARY 1. RESNICK* TELEPHONE (954) 763-4242 NANCY RUBIN* TELECOPIER (954) 764-7770 DANA S. SCHWARTZ THOMAS J. ANSBRO* WWW.WSH-FLALAW.COM GAIL D. SEROTA* LILLIAN ARANGO OE LA HOZ* ARI C. SHAPIRO ALISON S. BIELER MIAMI-DADE OFFICE JEFFREY P. SHEFFEL MITCHELL A. BIERMAN 2665 SOUTH BAYSHORE DRIVE • SUITE 420 FRANCINE THOMAS STEELMAN MITCHELL J. BURNSTEIN MIAMI, FLORIDA 33133 NANCY E. STROUD* ELAINE M. COHEN TELEPHONE (305) 854-0800 • TELECOPIER (305) 854-2323 SUSAN L. TREVARTHEN DOUGLAS R. GONZALES CARMEN I. TUGENDER GERALD T. HEFFERNAN* OF COUNSEL DANIEL A. WEISS* December 13, 2001 SunTrust Leasing Corporation 29 W. Susquehanna Avenue, Suite 400 Towson, MD 21204 Re: Master Lease Agreement dated as of 12/13/01 (the "Agreement") by and between SunTrust Leasing Corporation ("Lessor") and City of Dania Beach ("Lessee") Ladies and Gentlemen: We have acted as counsel to Lessee with respect to the Agreement described above and various related matters, and in this capacity have reviewed a duplicate original or certified copy thereof and Equipment Schedule No. 01 executed pursuant thereto (together with the Agreement, the "Lease"). The terms capitalized in this opinion but not defined herein shall have the meanings assigned to them in the Lease. Based upon the examination of these and such other documents as we have deemed relevant, it is our opinion that: 1. Lessee is a political subdivision of the State of FL (the "State") within the meaning of Section 103 (c) of the Internal Revenue Code of 1986, as amended, and is duly organized, existing and operating under the Constitution and Laws of the State. SunTrust Leasing Corporation December 13, 2001 Page 2 2. Lessee is authorized and has the power under applicable law to enter into the Lease, and to carry out its obligations thereunder and the transaction contemplated thereby. 3. The Lease has been duly authorized, executed and delivered by and on behalf of Lessee, and is a legal, valid and binding obligation of Lessee enforceable in accordance with its terms, except as enforcement thereof may be limited to bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. 4. The authorization and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable open meeting, public bidding and all other laws, rules and regulations of the State. 5. The execution of the Lease and the appropriation of moneys to pay the Rental Payments coming due thereunder do not and will not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. 6. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body that challenges the organization or existence of Lessee, the authority of Lessee or its officers or • its employees to enter into the Lease, the proper authorization and/or execution of the Lease or the documents contemplated thereby, the appropriation of moneys to make Rental Payments under the Lease for the current Fiscal Year of Lessee, or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. To the best of our knowledge, no such litigation, action, suit or proceeding is threatened. 7. The Equipment is personal property, and when used by Lessee will not be or become fixtures under the Laws of the State. 8. Resolution No. 2001-229 of the governing body of Lessee was duly and validly adopted by such governing body on December 11, 2001, and such resolution has not been amended, modified, supplemented or repealed and remains in full force and effect. This opinion may be relied upon by the addressee hereof and its successors of interests in the Lease, but only with regard to matters specifically set forth herein. V�ry truly our � �1 Thomas Ansbro City Attorney 40 /cj WEISS SEHOTA HELFMAN PASTORIZA & GUEDES, P.A. � is WNTRuST VIA UPS December 7, 2001 Dave Keller City of Dania Beach, FL 100 West Dania Beach Blvd. Dania Beach, FL 33004 RE: Master Lease Agreement, Lease Number No. 01036 Schedule No. 01 by and between SUNTRUST LEASING CORPORATION ("Lessor") and City of Dania Beach, Florida("Lessee") ("Agreement") Dear Mr. Keller: Enclosed please find documents for your execution in conjunction with the financing of the Rescue Vehicles under the above referenced Agreement. In order to maintain the current rate, please return all executed documents via overnight mail to my attention at the address listed below on December 13,2001 (earliest possible delivery). SunTrust Leasing Corporation 29 W. Susquehanna Avenue, Suite 400 Towson, MD 21204 Attention: Lou Gatton If you should have any questions or comments, please call me directly at (410) 307-6705. Sincerely yours, u Gat on Enclosures /lg i i CITY OF DANIA BEACH INDEX TO LEGAL DOCUMENTS BANK-QUALIFIED ESCROW Master Lease Agreement; Exhibit A-Equipment Schedule No. 01; Acceptance Certificate; Payment Schedule; Exhibit B-1 -Tax Agreement and Arbitrage Certificate; Exhibit C-Resolution of Governing Body; Exhibit D-Incumbency Certificate; Exhibit E-Opinion of Counsel; Exhibit F-Escrow Agreement,with its Schedule A; Exhibit G-1 Confirmation of Outside Insurance; Exhibit G-2 Questionnaire for Self-Insurance to Lease and Addendum; UCC Financing Statements with attached Schedule A; Form 8038-G. SUNTRUST LEASING CORPORATION MASTER LEASE AGREEMENT LEASE NUMBER 4440001036 This MASTER LEASE AGREEMENT (the "Agreement"), dated as of 12/13/2001 is made and entered into by and between SUNTRUST LEASING CORPORATION,a Virginia corporation,as lessor(the"Lessor"),and CITY OF DANIA BEACH,a political subdivision of the State of Florida,as lessee("Lessee"). In consideration of the mutual covenants herein contained,the parties hereto agree as follows: ARTICLE I. DEFINITIONS AND EXHIBITS Section 1.1. Definitions. The following terms have the meanings specified below. "Acceptance Certificate" means each Acceptance Certificate delivered by Lessee as part of an Equipment Schedule certifying as to the delivery,installation and acceptance of Equipment. "Agreement"means this Master Lease Agreement and all Equipment Schedules hereto. "Agreement Date"means the date first written above. "Code" means the Internal Revenue Code of 1986, as amended, together with Treasury Regulations promulgated from time to time thereunder. "Equipment"means all items of property described in Equipment Schedules and subject to this Agreement. "Equipment Group"means each group of Equipment listed in a single Equipment Schedule. "Equipment Schedule"means each sequentially numbered schedule executed by Lessor and Lessee with respect to an Equipment Group. ,"Escrow Account" means the equipment acquisition account established by Lessor and Lessee with the Escrow Agent pursuant to the crow Agreement. "Escrow Agent"means SunTrust bank,a Georgia banking corporation,and any successor escrow agent under the Escrow Agreement. "Escrow Agreement"means the Escrow Agreement,substantially in the form of Exhibit F hereto,to be executed by Lessor, Lessee and the Escrow Agent upon the first funding of an Equipment Schedule using the procedure described in Section 2.4. "Events of Default"means those events described in Section 12.1. "Fiscal Year"means each 12-month fiscal period of Lessee. "Funding Date" means, with respect to each Lease, the date Lessor makes payment to the Vendor(s) named in the related Equipment Schedule or reimburses Lessee for the purchase price of the related Equipment Group or, if the procedure described in Section 2.4 is utilized,the date Lessor deposits funds equal to such purchase price into the Escrow Account. "Interest"means the portion of a Rental Payment designated as and comprising interest as provided in a Payment Schedule. "Lease"means,with respect to each Equipment Group,this Agreement and the Equipment Schedule relating thereto, which together shall constitute a separate contract between Lessor and Lessee relating to such Equipment Group." "Lease Date"means,with respect to each Lease,the date so designated in the related Equipment Schedule. "Lease Term" means,with respect to each Equipment Group,the period during which the related Lease is in effect as specified in Section 3.1. "Net Proceeds" means any insurance proceeds or condemnation awards paid with respect to any Equipment remaining after payment therefrom of all expenses incurred in the collection thereof. "Non-Appropriation" means the failure of Lessee, Lessee's governing body, or, if applicable, the governmental entity from which Lessee. *btains its operating and/or capital funds to appropriate money for any Fiscal Year sufficient for the continued performance by Lessee of (of Lessee's obligations under this Agreement,as evidenced by the passage of an ordinance or resolution specifically prohibiting Lessee 1717/01:LES-BQ-FS R.DOC/rcv.5/00/1asor 2 from performing its obligations under this Agreement with respect to any Equipment, and from using any moneys to pay any Rental Payments due under this Agreement for a designated Fiscal Year and all subsequent Fiscal Years. "Payment Date"means each date upon which a Rental Payment is due and payable as provided in a Payment Schedule. Payment Schedule"means the schedule of Rental Payments attached to an Equipment Schedule. "Principal"means the portion of any Rental Payment designated as and comprising principal as provided in a Payment Schedule. "Prepayment Price" means the amount so designated and set forth opposite a Payment Date in a Payment Schedule indicating the amount for which Lessee may purchase the related Equipment Group as of such Payment Date after making the Rental Payment due on such Payment Date. "Rental Payment"means each payment due from Lessee to Lessor on a Payment Date. "Specifications"means the bid specifications and/or purchase order pursuant to which Lessee has ordered any Equipment from a Vendor. "State"means the state or commonwealth in which Lessee is situated. "Vendor" means each of the manufacturers or vendors from which Lessee has ordered or with which Lessee has contracted for the manufacture,delivery and/or installation of the Equipment. Section 1.2. Exhibits. Exhibit A: Equipment Schedule including form of Acceptance Certificate and form of Payment Schedule. Exhibit B-1: Form of Tax Agreement and Arbitrage Certificate(Escrow). Exhibit C-1: Form of Resolution of the Governing Body of Lessee relating to each Lease(Escrow). Exhibit D: Form of Incumbency Certificate as to each officer or representative of Lessee executing this Agreement or any Lease. Exhibit E: Form of Opinion of Independent Counsel to Lessee. Exhibit F: Form of Escrow Agreement. Exhibit G-1: Form of Confirmation of Outside Insurance. Exhibit G-2: Form of Questionnaire for Self-Insurance and Addendum to Equipment Schedule Relating to Self-Insurance. AS�RTICLE II. LEASE OF EQUIPMENT ection 2.1. Acquisition of Equipment. Prior to the addition of any Equipment Group,Lessee shall provide Lessor with a description of the equipment proposed to be subject to a Lease hereunder, including the cost and vendor of such equipment, the expected delivery date and the desired lease terms for such equipment, and such other information as the Lessor may require. If Lessor, in its sole discretion, determines the proposed equipment may be subject to a Lease hereunder, Lessor shall furnish to Lessee a proposed Equipment Schedule relating to the Equipment Group for execution by Lessee and then Lessor. By execution hereof, Lessor has made no commitment to lease any equipment to Lessee. Section 2.2. Disbursement. Lessor shall have no obligation to make any disbursement to a Vendor or reimburse Lessee for any payment made to a Vendor for an Equipment Group (or, if the escrow procedure described in Section 2.4 hereof is utilized, consent to a disbursement by the Escrow Agent) until five (5) business days after Lessor has received all of the following in form and substance satisfactory to Lessor: (a) a completed Equipment Schedule executed by Lessee; (b) an Acceptance Certificate in the form included with Exhibit A hereto;(c)a resolution or evidence of other official action taken by or on behalf of the Lessee to authorize the acquisition of the Equipment Group on the temps provided in such Equipment Schedule; (d) a Tax Agreement and Arbitrage Certificate in the form of Exhibit B-1 (as applicable)attached hereto;(e)evidence of insurance with respect to the Equipment Group in compliance with Article VII of this Agreement; (f) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment Group, and if such invoices have been paid by Lessee, evidence of payment thereof and evidence of official intent to reimburse such payment as required by the Code; (g) financing statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment which is part of such Equipment Group and is subject to certificate of title laws; (h) a completed and executed Form 8038-G or 8038-GC, as applicable, or evidence of filing thereof with the Secretary of Treasury; (i) an opinion of counsel to the Lessee substantially in the form of Exhibit E hereto,and 0)any other documents or items reasonably required by Lessor. Section 2.3. Lease; Possession and Use. Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from Lessor,upon the terms and conditions set forth herein. Lessee shall have quiet use and enjoyment of and peaceably have and hold each Equipment Group during the related Lease Term,except as expressly set forth in this Agreement. Section 2.4. Escrow Procedure. If Lessor and Lessee agree that the cost of an Equipment Group is to be paid from an Escrow Account: (a) Lessor and Lessee shall execute an Escrow Agreement substantially in the form of Exhibit F;(b) Lessor and Lessee shall execute an Equipment Schedule relating to such Equipment Group;and(c) Lessor shall deposit an amount equal to the cost of the Equipment Group hto the Escrow Account. All amounts deposited by Lessor into the Escrow Account shall constitute a loan from Lessor to Lessee which all be repaid by the Rental Payments due under the related Lease. 12/7/0 1:LFS-BQ-FS R.DOC/rcv.5/0Mcssor 3 ARTICLE III. TERM Section 3.1. Term. This Agreement shall be in effect from the Agreement Date until the earliest of(a)termination under Section 3.2 or (b)termination under Section 12.2;provide d, however,no Equipment Schedules shall be executed after any Non-Appropriation or Event WDefault. Each Lease with respect to an Equipment Group shall be in effect for a Lease Term commencing upon the Lease Date and ending as provided in Section 3.4. Section 3.2. Termination by Lessee. In the sole event of Non-Appropriation, this Agreement and each Lease hereunder shall terminate, in whole, but not in part, as to all Equipment effective upon the last day of the Fiscal Year for which funds were appropriated, in the manner and subject to the terms specified in this Article. Lessee may effect such termination by giving Lessor a written notice of ternunation and by paying to Lessor any Rental Payments and other amounts which are due and have not been paid at or before the end of its then current Fiscal Year. Lessee shall endeavor to give notice of such termination not less than ninety(90)days prior to the end of the Fiscal Year for which appropriations were made,and shall notify Lessor of any anticipated termination. In the event of termination of this Agreement as provided in this Section,Lessee shall comply with the instructions received from Lessor in accordance with Section 12.3. Section 3.3. Effect of Termination. Upon termination of this Agreement as provided in Section 3.2, Lessee shall not be responsible for the payment of any additional Rental Payments coming due in succeeding Fiscal Years,but if Lessee has not complied with the instructions received from Lessor in accordance with Section 12.3, the termination shall nevertheless be effective, but Lessee shall be responsible for the payment of damages in an amount equal to the amount of the Rental Payments that would thereafter have come due if this Agreement had not been terminated and which are attributable to the number of days after which Lessee fails to comply with Lessor's instructions and for any other loss suffered by Lessor as a result of Lessee's failure to take such actions as required. Section 3.4. Termination of Lease Term. The Lease Term with respect to any Lease will terminate upon the occurrence of the first of the following events: (a)the termination of this Agreement by Lessee in accordance with Section 3.2; (b) the payment of the Prepayment Price by Lessee pursuant to Article V;(c)an Event of Default by Lessee and Lessor's election to terminate such Lease pursuant to Article XII; or(d) the payment by Lessee of all Rental Payments and all other amounts authorized or required to be paid by Lessee pursuant to such Lease. ARTICLE IV. RENTAL PAYMENTS Section 4.1. Rental Payments. Lessor and Lessee confirm their understanding and agreement that (a) all payments due under the Agreement are to be made only from Lessee's legally available and appropriated revenues from sources other than ad valorem or other taxes, (b) that Lessee shall not be obligated to pay any sums due under the Agreement from the proceeds of ad valorem or other taxes, 0n d (c)that Lessee's contractual obligations to request annual appropriations from which payments due under the Agreement may be de does not constitute an indebtedness of Lessee within the meaning of any constitutional or statutory provision or limitation. The ssee agrees to pay the Rental Payments due as specified in the Payment Schedule in Exhibit A. A portion of each Rental Payment is paid as interest as specified in the Payment Schedule of each lease, and the first Rental Payment will include Interest accruing from the Funding Date. Lessor is authorized to insert the due date of the first Rental Payment in the Payment Schedule in Exhibit A. All Rental Payments shall be paid to Lessor, or to such assignee(s) Lessor has assigned as stipulated in Article XI, at such places as Lessor or such assignee(s)may from time to time designate by written notice to Lessee. Lessee shall pay the Rental Payments with lawful money of the United States of America from moneys legally available therefor. Section 4.2. Current Expense. The obligations of Lessee,including its obligation to pay the Rental Payments due in any Fiscal Year of a Lease Term,shall constitute a current expense of Lessee for such Fiscal Year and shall not constitute an indebtedness of Lessee within the meaning of the Constitution and laws of the State. Nothing herein shall constitute a pledge by Lessee of any taxes or other moneys(other than moneys lawfully appropriated from time to time by or for the benefit of Lessee for this Agreement and the Net Proceeds of the Equipment)to the payment of any Rental Payment or other amount coming due hereunder. Section 4.3. Unconditional Rental Payments. The Lessee's obligation to make Rental Payments shall be absolute and unconditional. Also, any other payments required hereunder shall be absolute and unconditional. Lessee shall make these payments when due and shall not withhold any of these payments pending final resolution of any disputes.The Lessee shall not assert any right of set-off or counterclaim against its obligation to make these payments. Lessee's obligation to make Rental Payments or other payments shall not be abated through accident, unforeseen circumstances, failure of the Equipment to perform as desired, damage or destruction to the Equipment, loss of possession of the Equipment or obsolescence of the Equipment. The Lessee shall be obligated to continue to make payments required of it by this Agreement if title to,or temporary use of, the Equipment or any part thereof shall be taken under exercise of the power of eminent domain. ARTICLE V. OPTION TO PREPAY Section 5.1. Option to Prepay. Lessee shall have the option to prepay its obligations under any Lease in whole but not in part on any Payment Date for the then applicable Prepayment Price (which shall include a prepayment fee) as set forth in the related Payment Schedule,provided there has been no Non-Appropriation or Event of Default. Section 5.2. Exercise of O tion. Lessee shall give notice to Lessor of its intention to exercise its option not less than thirty (30) days W, or to the Payment Date on which the option will be exercised and shall pay to Lessor not later than such Payment Date an amount equal co all Rental Payments and any other amounts then due or past due under the related Lease (including the Rental Payment due on the 12n101:LES-6Q-ESR.D0C/rcv.5/00/1mor 4 Payment Date on which the option shall be effective)and the applicable Prepayment Price set forth in the related Payment Schedule. In the event that all such amounts are not received by Lessor on such Payment Date, such notice by Lessee of exercise of shall be void and the related Lease shall continue in full force and effect. action 5.3. Release of Lessor's Interest. Upon receipt of the Prepayment Price in good funds with respect to any Equipment Group,the ase with respect to such Equipment Group shall terminate and Lessee shall become entitled to such Equipment Group AS IS, WHERE IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except that such Equipment Group shall not be subject to any lien or encumbrance created by or arising through Lessor. ARTICLE VI. REPRESENTATIONS,WARRANTIES AND COVENANTS Section 6.1. Representations and Warranties of Lessee. Lessee represents and warrants as of the Agreement Date and as of each Lease Date as follows: (a) Lessee is a state or political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and existing under the Constitution and laws of the State, and is authorized under the Constitution and laws of the State to enter into this Agreement, each Lease and the transactions contemplated hereby and thereby, and to perform all of its obligations under this Agreement and each Lease. (b) The execution and delivery of this Agreement and each Lease have been duly authorized by all necessary action of Lessee's governing body and such action is in compliance with all public bidding and other State and federal laws applicable to this Agreement, each Lease and the acquisition and financing of the Equipment by Lessee. (c) This Agreement and each Lease have been duly executed and delivered by and constitutes the valid and binding obligation of Lessee,enforceable against Lessee in accordance with their respective terms. (d) The execution,delivery and performance of this Agreement and each Lease by Lessee shall not(i)violate any State or federal law or local law or ordinance,or any order,writ,injunction,decree,or regulation of any court or other governmental agency or body applicable to Lessee,or(ii)conflict with or result in the breach or violation of any term or provision of,or constitute a default under, any note,bond,mortgage,indenture,agreement,deed of trust,lease or other obligation to which Lessee is bound. (e) There is no action,suit,proceeding, claim, inquiry or investigation,at law or in equity,before or by any court,regulatory agency, public board or body pending or,to the best of Lessee's knowledge,threatened against or affecting Lessee,challenging Lessee's authority to enter into this Agreement or any Lease or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of this Agreement or any Lease. No lease, rental agreement, lease-purchase agreement, payment agreement or contract for purchase to which Lessee has been a rty at any time during the past ten(10) years has been terminated by Lessee as a result of insufficient funds being appropriated in any Fiscal Year. No event has occurred which would constitute an event of default under any debt, revenue bond or obligation which Lessee has issued during the past ten(10)years. (g) Lessee or Lessee's governing body has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments during the current Fiscal Year, and such moneys will be applied in payment of all Rental Payments due and payable during such current Fiscal Year. (h) Lessee has an immediate need for, and expects to make immediate use of, the Equipment, which need is not temporary or expected to diminish during the applicable Lease Term Lessee presently intends to continue each Lease hereunder for its entire Lease Term and to pay all Rental Payments relating thereto. Section 6.2. Covenants of Lessee. Lessee agrees that so long as any Rental Payments or other amounts due under this Agreement remain unpaid: (a) Lessee shall not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or regulation or in a manner contrary to that contemplated by this Agreement. Lessee shall obtain and maintain all permits and licenses necessary for the installation and operation of the Equipment. Lessee shall not,without the prior written consent of Lessor, affix or install any accessory equipment or device on any of the Equipment if such addition would change or impair the originally intended functions, value or use of such Equipment. (b) Lessee shall provide Lessor access at all reasonable times to examine and inspect the Equipment and provide Lessor with such access to the Equipment as may be reasonably necessary to perform maintenance on the Equipment in the event of failure by Lessee to perform its obligations hereunder. (c) Lessee shall not,directly or indirectly,create, incur,assume or suffer to exist any mortgage,pledge, lien,charge, encumbrance or other claim with respect to the Equipment,other than the respective rights of Lessor and Lessee as herein provided. Lessee shall promptly, at its own expense, take such actions as may be necessary duly to discharge or remove any such claim if the same shall arise at any time. Lessee shall reimburse Lessor for any expense incurred by Lessor in order to discharge or remove any such claim (d) The person or entity in charge of preparing Lessee's budget will include in the budget request for each Fiscal Year the Rental Payments to become due during such Fiscal Year,and will use all reasonable and lawful means available to secure the appropriation of Ooney for such Fiscal Year sufficient to pay all Rental Payments coming due therein. Lessor acknowledges that appropriation for Rental yments is a governmental function which Lessee cannot contractually commit itself in advance to perform Lessee acknowledges that this Agreement does not constitute such a commitment. However,Lessee reasonably believes that moneys in an amount sufficient to make 12n101:LBS-BQ-FS R.DOC/rev.S/OOAcssor 5 all Rental Payments can and will lawfully be appropriated and made available to permit Lessee's continued utilization of the Equipment in the performance of its essential functions during the applicable Lease Terms. (e) Lessee shall assure that its obligation to pay Rental Payments is not directly or indirectly secured by any interest in property,other * an the Equipment,and that the Rental Payments will not be directly or indirectly secured by or derived from any payments of any type or y fund other than Lessee's general purpose fund. (f) Upon Lessor's request, Lessee shall provide Lessor with current financial statements,budgets, and proof of appropriation for the ensuing Fiscal Year and such other financial information relating to the ability of Lessee to continue this Agreement and each Lease as may be reasonably requested by Lessor. (g) Lessee shall promptly and duly execute and deliver to Lessor such further documents, instruments and assurances and take such fiuther action as Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder. Section 6.3. Tax Related Representations,Warranties and Covenants. (a) Incorporation of Tax Agreement and Arbitrage Certificate. As of each Lease Date and with respect each Lease, Lessee makes each of the representations,warranties and covenants contained in the Tax Agreement and Arbitrage Certificate delivered with respect to such Lease. By this reference each such Tax Agreement and Arbitrage Certificate is incorporated in and made a part of this Agreement. (b) Event of Taxability. If Lessor either (i) receives notice, in any form, from the Internal Revenue Service or (ii) reasonably determines, based on an opinion of independent tax counsel selected by Lessor, that Lessor may not exclude any Interest paid under any Lease from its Federal gross income (each an "Event of Taxability"), the Lessee shall pay to Lessor upon demand (x) an amount which, with respect to Rental Payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal,state and local taxes imposed on the Interest due through the date of such event),will restore to Lessor its after-tax yield(assuming tax at the highest marginal tax rate and taking into account the time of receipt of Rental Payments and reinvestment at the after-tax yield. rate) on the transaction evidenced by such Lease through the date of such event and(y) as additional Rental Payments to Lessor on each succeeding Payment Date such amount as will maintain such after-tax yield to Lessor. ARTICLE VII. INSURANCE AND RISK OF LOSS Section 7.1. Liability and Property Insurance. Lessee shall, at its own expense, procure and maintain continuously in effect during each Lease Term: (a) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way connected to the Equipment sufficient to protect Lessor and/or assigns from liability in all events, with a coverage of not less than $1,000,000 per occurrence unless specified differently in the related Equipment Schedule,and(b)insurance against such hazards as Lessor y require,including,but not limited to,all-risk casualty and property insurance,in an amount equal to the greater of the full replacement st of the Equipment or the applicable Prepayment Price of each Equipment Group. Section 7.2. Workers' Compensation Insurance. If required by State law, Lessee shall carry Workers' Compensation insurance covering all employees on,in,near or about the Equipment,and upon request,shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term. Section 7.3. Insurance Requirements. (a) Insurance Policies. All insurance policies required by this Article shall be taken out and maintained with insurance companies acceptable to Lessor and shall contain a provision that thirty(30)days prior to any change in the coverage the insurer must provide written notice to the insured parties. No insurance shall be subject to any co-insurance clause. Each insurance policy shall name Lessor and/or its assigns as an additional insured party and loss payee regardless of any breach of warranty or other act or omission of Lessee and shall include a lender's loss payable endorsement for the benefit of Lessor and/or it's assigns. Prior to the delivery of Equipment, Lessee shall deposit with Lessor evidence satisfactory to Lessor of such insurance and,prior to the expiration thereof, shall provide Lessor evidence of all renewals or replacements thereof. (b) Self Insurance. With Lessor's prior consent, Lessee may self-insure the Equipment by means of an adequate insurance fund set aside and maintained for that purpose which must be fully described in a letter delivered to Lessor in form acceptable to Lessor. (c) Evidence of Insurance. Lessee shall deliver to Lessor upon acceptance of any Equipment evidence of insurance which complies with this Article VII with respect to such Equipment to the satisfaction of Lessor, including, without limitation, the confirmation of insurance in the form of Exhibit G-1 attached hereto together with Certificates of Insurance,when available,or the Questionnaire for Self- Insurance and Addendum to Equipment Schedule Relating to Self-Insurance in the form of Exhibit G-2 attached hereto,as applicable. Section 7.4. Risk of Loss. To the extent permitted by applicable laws of the State,as between Lessor and Lessee,Lessee assumes all risks and liabilities from any cause whatsoever,whether or not covered by insurance, for loss or damage to any Equipment and for injury to or death of any person or damage to any property. Whether or not covered by insurance,Lessee hereby assumes responsibility for and agrees to indemnify Lessor from all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses, including reasonable attorneys' fees,imposed on,incurred by or asserted against Lessor that relate to or arise out of this Agreement, including but not limited to, (a)the selection, manufacture,purchase, acceptance or rejection of Equipment or the ownership of the Equipment, (b)the delivery, lease, possession, maintenance, use, condition, return or operation of the Equipment, (c) the condition of the Equipment sold or otherwise isposed of after possession by Lessee, (d) the conduct of Lessee, its officers,employees and agents, (e) a breach of Lessee of any of its ivenants or obligations hereunder, (fj any claim, loss, cost or expense involving alleged damage to the environment relating to the Equipment, including, but not limited to investigation, removal, cleanup and remedial costs, and (g) any strict liability under the laws or 12/7101:LES-BQ-ES R.DOGrcv.5/00/lmsor 6 judicial decisions of any state or the United States. This provision shall survive the termination of this Agreement. Section 7.5. Destruction of Equipment. Lessee shall provide a complete written report to Lessor immediately upon any loss,theft, damage or destruction of any Equipment and of any accident involving any Equipment. Lessor may inspect the Equipment at any time and Amkom time to time during regular business hours.If all or any part of the Equipment is stolen,lost,destroyed or damaged beyond repair Damaged Equipment"),Lessee shall within thirty(30)days after such event either:(a)replace the same at Lessee's sole expense with equipment having substantially similar Specifications and of equal or greater value to the Damaged Equipment immediately prior to the time of the loss occurrence,such replacement equipment to be subject to Lessor's approval,whereupon such replacement equipment shall be substituted in the applicable Lease and the other related documents by appropriate endorsement or amendment;or(b)pay the applicable Prepayment Price of the Damaged Equipment determined as set forth in the related Equipment Schedule. Lessee shall notify Lessor of which course of action it will take within fifteen(15)days after the loss occurrence. If,within forty-five(45)days of the loss occurrence, (a)Lessee fails to notify Lessor;(b)Lessee and Lessor fail to execute an amendment to the applicable Equipment Schedule to delete the Damaged Equipment and add the replacement equipment or(c)Lessee has failed to pay the applicable Prepayment Price,then Lessor may, at its sole discretion,declare the applicable Prepayment Price of the Damaged Equipment,to be immediately due and payable. The Net Proceeds of insurance with respect to the Damaged Equipment shall be made available by Lessor to be applied to discharge Lessee's obligation under this Section. ARTICLE VIII. OTHER OBLIGATIONS OF LESSEE Section 8.1. Maintenance of Equipment. Lessee shall notify Lessor in writing prior to moving the Equipment to another address and shall otherwise keep the Equipment at the address specified in the related Equipment Schedule. Lessee shall,at its own expense,maintain the Equipment in proper working order and shall make all necessary repairs and replacements to keep the Equipment in such condition including compliance with State and federal laws. Any and all replacement parts must be free of encumbrances and liens. All such replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the Equipment and as such,shall be subject to the terms of this Agreement. Section 8.2. Taxes. Lessee shall pay all taxes and other charges which are assessed or levied against the Equipment,the Rental Payments or any part thereof,or which become due during the Lease Term,whether assessed against Lessee or Lessor,except as expressly limited by this Section. Lessee shall pay all utilities and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body that may be secured by a lien on the Equipment. Lessee shall not be required to pay any federal, state or local income, succession, transfer, franchise, profit, excess profit, capital stock, gross receipts, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made as a ubstitute for any tax,assessment or charge which is the obligation of Lessee under this Section. ction 8.3. Advances. If Lessee shall fail to perform any of its obligations under this Article, Lessor may take such action to cure such 'qwifailure,including the advancement of money,and Lessee shall be obligated to repay all such advances on demand, with interest at the rate of 18%per annum or the maximum rate permitted by Florida law,whichever is less, from the date of the advance to the date of repayment. ARTICLE IX. TITLE Section 9.1. Title. During the Lease Term, ownership and legal title of all Equipment and all replacements, substitutions, repairs and modification shall be in Lessee and Lessee shall take all action necessary to vest such ownership and title in Lessee. Lessor does not own the Equipment and by this Agreement and each Lease is merely financing the acquisition of such equipment for Lessee. Lessor has not been in the chain of title of the Equipment, does not operate, control or have possession of the Equipment and has no control over the Lessee or the Lessee's operation,use,storage or maintenance of the Equipment. Section 9.2. Security Interest.All provisions referencing Lessor having a security interest in the Equipment are hereby cancelled and shall not have any force or effect. Lessor and Lessee agree that the Agreement does not result in the creation of any lien, charge, security interest or other encumbrance upon the Equipment or any other asset of Lessee. Section 9.3. Modification of Equipment. Lessee will not, without the prior written consent of Lessor, affix or install any accessory equipment or device on any of the Equipment if such addition will change or impair the originally intended value, function or use of the Equipment. Section 9.4. Personal Property. The Equipment is and shall at all times be and remain personal property and not fixtures. ARTICLE X. WARRANTIES Section 10.1. Selection of Equipment. Each Vendor and all of the Equipment have been selected by Lessee. Lessor shall have no responsibility in connection with the selection of the Equipment, the ordering of the Equipment, its suitability for the use intended by Lessee,the acceptance by any Vendor or its sales representative of any order submitted,or any delay or failure by such Vendor or its sales representative to manufacture,deliver or install any Equipment for use by Lessee. Section 10.2. Vendor's Warranties. Lessor hereby assigns to Lessee for and during the related Lease Term, all of its interest, if any, in all Vendor's warranties, guarantees and patent indemnity protection, express or implied issued on or applicable to an Equipment Group, and Lessee may obtain the customary services furnished in connection with such warranties and guarantees at Lessee's expense. Lessor lNs no obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee. ection 10.3. Disclaimer of Warranties. LESSEE ACKNOWLEDGES THAT THE EQUIPMENT IS OF A SIZE, DESIGN, 12n101:LES-BQ-ES R.DOC/rcv.5/00/lessor 7 CAPACITY, AND MANUFACTURE SELECTED BY LESSEE. LESSEE ACKNOWLEDGES THAT IT SELECTED THE EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR IS NOT A MANUFACTURER OF THE EQUIPMENT OR A DEALER IN SIMILAR EQUIPMENT, AND DOES NOT INSPECT THE EQUIPMENT BEFORE ELIVERY TO LESSEE. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED,AS TO E VALUE, DESIGN, CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE EQUIPMENT, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT. ARTICLE XI. ASSIGNMENT AND SUBLEASING Section 11.1. Assignment by Lessor. Lessor,without Lessee's consent, may assign and reassign all of Lessor's right, title and/or interest in and to this Agreement or any Lease, including, but not limited to, the Rental Payments and other amounts payable by Lessee and Lessor's interest in the Equipment, in whole or in part to one or more assignees or subassignee(s) by Lessor at any time. No such assignment shall be effective as against Lessee unless and until written notice of the assignment is provided to Lessee. When presented with a notice of assignment,Lessee will acknowledge in writing receipt of such notice for the benefit of Lessor and any assignee. Lessee shall keep a complete and accurate record of all such assignments. Section 11.2. Assignment and Subleasing by Lessee. Neither this Agreement nor any Lease or any Equipment may be assigned, subleased,sold,transferred,pledged or mortgaged by Lessee. ARTICLE XIL EVENTS OF DEFAULT AND REMEDIES Section 12.1. Events of Default Defined. The occurrence of any of the following events shall constitute an Event of Default under this Agreement and each Lease: (a) Lessee's failure to pay, within ten(10) days following the due date thereof, any Rental Payment or other amount required to be paid to Lessor(other than by reason of Non-Appropriation). (b) Lessee's failure to maintain insurance as required by Article VII. (c) With the exception of the above clauses (a) &(b), Lessee's failure to perform or abide by any condition, agreement or covenant for a period of thirty(30) days after written notice by Lessor to Lessee specifying such failure and requesting that it be remedied, unless Lessor shall agree in writing to an extension of time prior to its expiration. 0e d) Lessor's determination that any representation or warranty made by Lessee in this Agreement was untrue in any material respect )on execution of this Agreement or any Equipment Schedule. ) The occurrence of an Event of Taxability. (f) The filing of a petition in bankruptcy by or against Lessee, or failure by Lessee promptly to lift any execution, garnishment or attachment of such consequence as would impair the ability of Lessee to carry on its governmental functions or assignment by Lessee for the benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of any adjustment of indebtedness of Lessee,or the dissolution or liquidation of Lessee. Section 12.2. Remedies on Default. In the event of default by Lessee under the Agreement, Lessor's sole remedies shall be to sue Lessee for compensatory damages, which Lessee agrees to pay and which are hereby agreed to be the Prepayment Price applicable to the immediately preceding rental payment due date,as set forth on the Payment Schedule,plus any rental payments accrued and unpaid as of the date default, provided that in the event that Lessee voluntarily returns the Equipment to Lessor to a location specified by Lessor,at Lessee's sole risk,cost and expense and in the condition required by Section 8.1 of the Agreement, Lessor shall not have any further remedies against Lessee. Lessor shall also have the right in the event of default to exercise any other right, remedy or privilege which may be available to it, including without limitation proceedings by appropriate court action to require specific performances of any provision of the Agreement other than Lessee's covenant to return possession of and title to the Equipment, which covenant shall not be subject to enforcement by specific performance. Lessee shall remain liable for all legal fees and other costs and expenses; including court costs, incurred by Lessor in the enforcement of its remedies under the Agreement except to the extent prohibited by the Constitution and laws of the State of Florida. Section 123. Return of Equipment:Release of Lessee's Interest.With respect to any provision of the Agreement requiring Lessee to return all or any portion of the Equipment to Lessor or to transfer title to all or any portion of the equipment to Lessor, Lessee agrees to voluntarily do so. In the event that Lessee fails or refuses to return or transfer the Equipment or title thereto voluntarily as set forth above, Lessor acknowledges that the Agreement does not and shall not create a right in Lessor to involuntarily dispossess Lessee of title to or possession of all or any item of the Equipment. In lieu of such right Lessor shall be entitled to and Lessee agrees to pay to Lessor immediately, but only from Lessee's legally available and appropriated revenues from sources other than ad valorem or other taxes, the Prepayment Price applicable to the immediately preceding rental payment due date, as set forth on the Payment Schedule, plus any rental payments accrued and unpaid as of the date of such payment. ection 12.4 Late Char e. Lessor shall have the right to require late payment charge for each Rental or any other amount due hereunder hich is not paid within 10 days of the date when due equal to the lesser of 5%of each late payment or the legal maximum. This Section is `only applicable to the extent it does not affect the validity of this Agreement. 12n101:LFS-BQ-ES R.D00-5/00nmor 8 ARTICLE XIII.MISCELLANEOUS PROVISIONS Section 13.1. Notices. All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its address specified beneath each party's signature,or at such address as the party may provide to the other parties hereto in writing from time time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified corm,with postage fully prepaid,or,if given by other means,when delivered at the address specified in this Section 13.1. Section 13.2. Binding Effect. This Agreement and each Lease hereunder shall be binding upon and shall inure to the benefit of Lessor and Lessee and their respective successors and assigns. Specifically,as used herein the term"Lessor"means any person or entity to whom Lessor has assigned its right to receive Rental Payments under any Lease. Section 13.3. Severability. In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof. Section 13.4. Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and representations, express or implied. This Agreement may be amended or modified only by written documents duly authorized, executed and delivered by Lessor and Lessee. Section 13.5. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions,Articles,Sections or Clauses hereof. Section 13.6. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Equipment hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this Agreement. Section 13.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Section 13.8. Usury. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary herein or in any Equipment Schedule, in no event shall this Agreement or any Lease hereunder require the payment or permit the collection of Interest or any amount in the nature of Interest or fees in excess of the maximum amount permitted by applicable law. Any such excess Interest or fees shall first be applied to reduce Principal, and when no Principal remains, refunded to Lessee. In detemuning whether the Interest paid or payable exceeds the highest lawful rate, the total amount of Interest shall be spread through the applicable Lease Term so that the Interest is uniform through such term. Section 13.9. Lessee's Performance.A failure or delay of Lessor to enforce any of the provisions of this Agreement or any Lease shall in o way be construed to be a waiver of such provision. ction 13.10. Waiver of Jury Trial. Lessor and Lessee hereby waive any right to trial by jury in any action or proceeding with respect to,in connection with or arising out of this Agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 0 12n101:LES-BQ-ES R.DOGrev.5/00Amor 9 EXECUTION PAGE OF MASTER LEASE AGREEMENT LEASE NUMBER 4440001036 IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly authorized officer, and Lessee has caused this Agreement to be executed in its name by its duly authorized officer. CITY OF D A BEACH, SUNTRUST LEASING CORPORATION, Lessee e Lessor b y : Pa F r or By: _. By. Na I - a Name:Michael J.Powers Title: CIfy Manager Title: Secretary Date: (-Al 1 a' � Date: Address: 100 W.Dania Beach Blvd. Address: 29 W. Susquehanna Avenue,Suite 400 Dania Beach,FL 33004 Towson,MD 21204 Telephone: 954.924.3690 . Telephone: 410/307-6644 Facsimile: 954/9�1-2604 Facsimile: 410/307-6702 ot t e s t : CA A&)a, ��-A_1`�`" Charlene J son City Clerk Approves to fortA and correctness : By omas A s ro , Clity Attorney 1217/01:LES-BQ-ESR.D0Grev.5/00Aasor 10 EXHIBIT A EQUIPMENT SCHEDULE NO.01 TO LEASE NO.4440001036 is The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as 12/13/2001 (the "Agreement') between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and Lessee hereby reaffirms each of its representations, warranties and covenants contained in the Agreement. Lessee warrants that no Non- Appropriation and no Event of Default,or event which,with the passage of time or the giving of notice or both,would constitute an Event of Default,has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule and by reference are made a part hereof. The temps capitalized in this Equipment Schedule but not defined herein shall have the meanings assigned to them in the Agreement. EQUIPMENT GROUP The cost of the Equipment Group to be funded by Lessee under this Lease is $700000.00 (the "Acquisition Cost"). The Equipment Group consists of the following Equipment which has been or shall be purchased from the Vendor(s) named below for the prices set forth below: RESCUE VEHCILES 700,000.00 The Equipment Group is or will be located at the following address(es). Prior to relocation of the Equipment Group or any portion thereof during the Lease Term,Lessee will provide written notice to Lessor: 1 100 W.Dania Beach Blvd.,DANIA,FL 33004 CITY OF DANIA BEACH SUNTRUST LEASING CORPORATION, essee � Q� _ Lessor y Pat F ayor �y. By. Ke: City van Name:Michael J.Powers Ti Manager \ \ Title: Secretary Date: 1 a. 1\a 1,b\ Date: Address: 100 W.Dania Beach Blvd. Address: 29 W.Susquehanna Avenue,Suite 400 Dania Beach,FL 33004 Towson,MD 21204 Telephone: 954.924.3690 Telephone: 410/307-6644 Facsimile: 954/921-2604 Facsimile: 410/307-6702 Attest : 4t. �'`�� Charlene Jo son City Clerk Approved as to f rm d correctness : by : �E o as n iAttorney 0 12n/01:LFS-BQ-ESR.DOC/rev.5/00/lessor 11 Lease No.:4440001036 Equipment Schedule: 01 ACCEPTANCE CERTIFICATE I,the undersigned,hereby certify that I am the duly qualified and acting officer of the Lessee identified below and,with respect to the above referenced Equipment Schedule and Lease,that: 1. The Equipment described below has been delivered and installed in accordance with Lessee's specifications, is in good working order and is fully operational and has been fully accepted by Lessee on or before the date indicated below: 2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with Article VII of the Agreement; (b) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of payment thereof(evidence of official intent to reimburse such payment as required by the Code having been delivered separately by Lessee);and(c) financing statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application,if any,for any Equipment which is subject to certificate of title laws. 3. Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule attached to the Equipment Schedule. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments required to be paid under the Lease during the current Fiscal Year of Lessee. Such moneys will be applied in payment of all such Rental Payments due and payable during such current Fiscal Year. Lessee anticipates that sufficient funds shall be available to make all Rental Payments due in subsequent Fiscal Years. 4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying,or directing the payment by the Escrow Agent(if applicable)of,the invoice prices to the Vendor(s),in each case as set forth above,or by reimbursing Lessee in the *rent such invoice prices have been previously paid by Lessee. 5. Final Acceptance Certificate. This Acceptance Certificate constitutes final acceptance of all of the Equipment identified in the Equipment Schedule described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to the Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligations under the Lease. [CHECK BOX IF APPLICABLE.] CITY OF DANIA BEACH, Lessee Name: Ivan Pato Title: City M nager Date: 1�� \a\x�l i 12/7/01:LES-BQ-ES R.DOC/rev.5/00/cssor 12 Lease Number: 4440001036 Equipment Schedule: 01 PAYMENT SCHEDULE isThe Funding Date with respect to the above referenced Equipment Group shall be 12/13/2001. The Annual Interest Rate applicable to the Equipment Group shall be 2.97%. Lessee will make Rental Payments each consisting of Principal and Interest as set forth below for a term of 3 years. The first Rental Payment is due on 03/13/2002 and subsequent payments are due quarterly on like date thereafter. Payment Payment Payment Principal Interest Prepayment Number Date Amount Component Component Price* 12/13/01 0 0 0 1 03/13/02 61,182.28 55,992.95 5,189.33 676,207.40 2 06/13/02 61,182.28 56,408.04 4,774.24 616,978.96 3 09/13/02 61,182.28 56,826.21 4,356.07 557,311.44 4 12/13/02 61,182.28 57,247.48 3,934.79 497,201.59 5 03/13/03 61,182.28 57,671.88 3,510.40 436,646.11 6 06/13/03 61,182.28 58,099.42 3,082.86 375,641.72 7 09/13/03 61,182.28 58,530.13 2,652.15 314,185.08 8 12/13/03 61,182.28 58,964.03 2,218.25 252,272.85 9 03/13/04 61,182.28 59,401.15 1,781.13 189,901.64 10 06/13/04 61,182.28 59,841.51 1,340.77 127,068.05 11 09/13/04 61,182.28 60,285.14 897.14 63,768.65 12 12/13/04 61,182.28 60,732.05 450.23 0.00 Totals: 734,187.34 700,000.00 34,187.34 CITY OF DANIA BEACH, Lessee By: e: a a o itle: rty Manager Date: r David Keller *After payment of Rental Payment due on such date. Finance Director 12n101.LES-BQ-ES R.DOC/rm 5/00/1asor 13 EXHIBIT B-1 [Escrow] Lease Number:4440001036 Equipment Schedule: 01 0 TAX AGREEMENT AND ARBITRAGE CERTIFICATE This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is-issued by CITY OF DANIA BEACH ("Lessee") in favor of SUNTRUST LEASING CORPORATION ("Lessor") in connection with that certain Master Lease Agreement dated as of 12/13/2001 (the "Agreement"), by and between Lessor and Lessee. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. Section 1. In General. 1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the financing of certain equipment(the "Equipment") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the Equipment Schedule referenced above (the "Equipment Schedule") executed under the Agreement (together with all related documents executed pursuant thereto and contemporaneously herewith, the "Financing Documents"). As described in the Financing Documents, Lessor shall apply$700000.00(the"Principal Amount")toward the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing Documents,a copy of which has been delivered to Lessor. 1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring,equipping and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment Schedule. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by SunTrust bank, as escrow agent (the "Escrow Agent") pending acquisition of the Equipment under the terms of that certain Escrow Agreement dated as of[DATE],(the"Escrow Agreement"),by and between Lessor and Escrow Agent. 1.4. Lessee will timely file for each payment schedule issued under the Lease a Form 8038-G (or, if the invoice price of the Equipment under such schedule is less than$100,000,a Form 8038-GC)relating to such Lease with the Internal Revenue Service in accordance with Section 149(e)of the Internal Revenue Code of 1986,as amended(the"Code"). 5. Lessee has not issued, and reasonably anticipates that it and its subordinate entities, if any, will not issue, tax-exempt obligations ncluding the Lease) in the amount of more than$10,000,000 during the current calendar year. Lessee hereby designates the Lease as a qualified tax-exempt obligation"within the meaning of Section 265(b)(3)of the Code and agrees that it and its subordinate entities,if any, will not designate more than$10,000,000 of their obligations as"qualified tax-exempt obligations"during the current calendar year. Section 2. Non-Arbitrate Certifications. 2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund(or an account or subaccount therein). No sinking,debt service,reserve or similar fund or account will be created or maintained for the payment of the Rental Payments due under the Financing Documents or pledged as security therefor. 2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of financing with the Financing Documents and(iii)paid out of substantially the same source of funds as,or deemed to have substantially the same claim to be paid out of substantially the same source of funds as,the Financing Documents. 2.3. Other than the Principal Amount held under the Escrow Agreement, Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment. 2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the .yield realized by Lessor from Rental Payments received under the Financing Documents. 2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the Equipment. 2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than the final Payment Date under the Financing Documents. Section 3. Disbursement of Funds; Reimbursement to Lessee. 3.1. It is contemplated that the entire Principal Amount deposited in escrow will be used to pay the acquisition cost of Equipment to the vendors or manufacturers thereof,provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement 0 r acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied. 2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following 12/7/01:LES-BQ-ESR.DOC/rcv.5/00Aasor 14 conditions have been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150-2 (the "Declaration of Official Intent"),wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion df the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the eclaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the expenditure was paid or eighteen(18)months after the items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect to which reimbursement is being sought is a capital expenditure,being a cost of a type properly chargeable to a capital account under general federal income tax principles;and (d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an artifice or device under Treasury Regulation § 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements. Section 4. Use and Investment of Funds;Temporary Period. 4.1. Lessee has incurred or will incur,within six(6)months from the date of issuance of the Financing Documents,binding obligations to pay an amount equal to at least five percent(5%)of the Principal Amount toward the costs of the Equipment. An obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of final acceptance of the Equipment. 4.2. An amount equal to at least eighty-five percent(85%) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of four(4)years or more. 4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the Escrow Agreement to the Internal Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably expects to cause the Equipment to be acquired by May 31,2003. (b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in accordance with Section 148(f)of the Code unless (i)the entire Principal Amount is expended on the Equipment by the date that is the six- month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the JMIollowing schedule: At least fifteen percent(15%) of the Principal Amount and interest earnings thereon will be applied to the cost of the quipment within six months from the date of issuance of the Financing Documents; at least sixty percent(60%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing Documents; and one hundred percent (100%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment prior to eighteen(18)months from the date of issuance of the Financing Documents. (c) Lessee hereby covenants that(i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a"private activity bond" under Section 141 of the Code; (iii) at least ninety-five percent(95%) of the Principal Amount is used for the governmental activities of Lessee; and(iv) the aggregate principal amount of all tax-exempt obligations (including the Lease) issued by Lessee and its subordinate entities,if any, during the current calendar year is not reasonably expected to exceed$5,000,000. Accordingly, the rebate requirements of Section 148(f)of the Code are treated as being met,in lieu of the spending exceptions set forth in paragraph(b)above. Section 5. Escrow Account. The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s)or manufacturer(s) of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents being treated as an"arbitrage bond"within the meaning of Section 148(a)of the Internal Revenue Code of 1986,as amended(the"Code"), respectively. Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment. Section 6. No Private Use;No Consumer Loan. 6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than 10%of the Principal Amount to be used for a Private Business Use(as defined herein)if,in addition,the payment of more than ten percent (10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use. In addition, if both (A) more than five percent (5%) of the Principal Amount is used as described above with respect to Private Business Use and(B)more than five percent(5%)of the Principal Amount plus interest earned thereon is secured by Private Business Use property or payments as described above,then the excess over such five percent(5%)(the"Excess Private Use Portion")will be used for a 0 nvate Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will of exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use I2(7/01:LES-BQ-ESR.DOC/rev.5/00/1asor 15 Portion is related. For purposes of this paragraph 6.1, "Private Business Use" means use of bond proceeds or bond financed-property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person,excluding,however,use by a state or local governmental unit and excluding use as a member of the general public. *2. No part of the Principal Amount or interest earned thereon will be used,directly or indirectly, to make or finance any loans to non- vernmental entities or to any governmental agencies other than Lessee. Section 7. No Federal Guarantee. 7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed,in whole or in part,by the United States or an agency or instrumentality thereof. 7.2. No portion of the Principal Amount or interest earned thereon shall be(i)used in making loans the payment of principal or interest of which are to be guaranteed,in whole or in part,by the United States or any agency or instrumentality thereof, or(ii) invested, directly or indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be "federally guaranteed"within the meaning of Section 149(b)of the Code. Section 8. Miscellaneous. 8.L Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings thereon for a period of five(5)years after payment in full under the Financing Documents. 8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other facts,estimates or circumstances that would materially change the expectations expressed herein. IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of 12/13/2001. CITY OF DANIA BEACH, Lessee B Y: 1�1 'n Iv to _ -itle: Cdy Manager Date: By : aQ>Qd L t David Keller Finance Director 17/7/01,LES-BQ-ESR.DC C/rcv.5/00/1mor 16 EXHIBIT C-1 [Escrow] Lease Number:4440001036 Equipment Schedule: 01 RESOLUTION OF GOVERNING BODY At a duly called meeting of the governing body of Lessee held in accordance with all applicable legal requirements, including open meeting laws,on the day of ,the following resolution was introduced and adopted: RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE AGREEMENT,EQUIPMENT SCHEDULE NO. 01, AN ESCROW AGREEMENT, AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the governing body of CITY OF DANIA BEACH ("Lessee") desires to obtain certain equipment (the "Equipment") described in Equipment Schedule No. 01 to the Master Lease Agreement (collectively, the "Lease") with SUNTRUST LEASING CORPORATION,the form of which has been available for review by the governing body of Lessee prior to this meeting;and WHEREAS,the Equipment is essential for the Lessee to perform its governmental functions;and WHEREAS,the funds made available under the Lease will be deposited with SunTrust bank(the"Escrow Agent")pursuant to an Escrow Agreement between Lessee and the Escrow Agent(the "Escrow Agreement') and will be applied to the acquisition of the Equipment in accordance with said Escrow Agreement;and WHEREAS,Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the acquisition of the Equipment;and WHEREAS, Lessee proposes to enter into the Lease with SUNTRUST LEASING CORPORATION and the Escrow Agreement with the Escrow Agent substantially in the forms presented to this meeting. NOW,THEREFORE,BE IT RESOLVED BY THE GOVERNING BODY OF LESSEE AS FOLLOWS: Section 1. It is hereby found and deten-nined that the terms of the Lease and the Escrow Agreement (collectively, the "Financing �the ments")in the forms presented to this meeting and incorporated in this resolution are in the best interests of Lessee for the acquisition Equipment. Section 2. The Financing Documents and the acquisition and financing of the Equipment under the terms and conditions as described in the Financing Documents are hereby approved. The City Manager of Lessee and any other officer of Lessee who shall have power to execute contracts on behalf of Lessee be, and each of them hereby is, authorized to execute, acknowledge and deliver the Financing Documents with any changes, insertions and omissions therein as may be approved by the officers who execute the Financing Documents, such approval to be conclusively evidenced by such execution and delivery of the Financing Documents. The Ci!y Clerk of the Lessee and any other officer of Lessee who shall have power to do so be,and each of them hereby is,authorized to affix the official seal of Lessee to the Financing Documents and attest the same. Section 3. The proper officers of Lessee be,and each of them hereby is,authorized and directed to execute and deliver any and all papers, instruments,opinions,certificates,affidavits and other documents and to do or cause to be done any and all other acts and things necessary or proper for carrying out this resolution and the Financing Documents. Section 4. Pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code"), Lessee hereby specifically designates the Lease as a"qualified tax-exempt obligation"for purposes of Section 265(b)(3)of the Code. • 12n101:LES-BQ-ESR.DOGrtv.5/00/lmor 17 The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and further certifies that the Lease and Escrow Agreement executed on behalf of Lessee are the same as presented at such meeting of the governing body of Lessee,excepting only such changes,insertions and omissions as shall have been approved by the officers who executed the same. ate: CITY OF DANIA BEACH, Lessee By: 1 Name: Ivan Pato Title: City Manager Attested By: Name: Charlene Johnson Title: City Clerk I217/01:LES-BQ-ESR.DOC/rtv.5/00/Icssor 18 EXHIBIT D Lease No.: 444000.1036 Equipment Schedule: 01 INCUMBENCY CERTIFICATE I do hereby certify that I am the duly elected or appointed and acting City Clerk of CITY OF DANIA BEACH, a political subdivision duly organized and existing under the laws of the State of Florida, that I have custody of the records of such entity, and that,as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. I further certify that(i) the signatures set opposite their respective names and titles are their true and authentic signatures and(ii) such officers have the authority on behalf of such entity to enter into that certain Master Lease Agreement dated as of 12/13/2001 between such entity and SUNTRUST LEASING CORPORATION. NAME TITLE SIG TURF Ivan Pato City Manager Pat Flury Mayor Thomas Ansbro City Attorney r ;ir IN WITNESS WHEREOF,I have duly executed this certificate as of this day o By: -0 4 A Name. Charlene ohnson Title: City Clerk • 12n101:LES-BQ-ES R.DOGrev.5/OOAessor 19 EXHIBIT E [LETTERHEAD OF LESSEE'S COUNSEL] • [DATE OF LEASE] SUNTRUST LEASING CORPORATION Re: Master Lease Agreement dated as of 12/13/2001 (the "Agreement") by and between SUNTRUST LEASING CORPORATION("Lessor")and CITY OF DANIA BEACH("Lessee") Ladies and Gentlemen: We have acted as counsel to Lessee with respect to the Agreement described above and various related matters, and in this capacity have reviewed a duplicate original or certified copy thereof and Equipment Schedule No. 01 executed pursuant thereto(together with the Agreement,the"Lease"). The terms capitalized in this opinion but not defined herein shall have the meanings assigned to them in the Lease.Based upon the examination of these and such other documents as we have deemed relevant,it is our opinion that: 1. Lessee is a political subdivision of the State of FL (the "State") within the meaning of Section 103(c) of the Internal Revenue Code of 1986,as amended,and is duly organized,existing and operating under the Constitution and laws of the State. 2. Lessee is authorized and has the power under applicable law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Lease has been duly authorized,executed and delivered by and on behalf of Lessee,and is a legal,valid and binding obligation of Lessee enforceable in accordance with its terms,except as enforcement thereof may be limited by bankruptcy,insolvency and �ther similar laws affecting the enforcement of creditors'rights generally and by general equitable principles. 4. The authorization and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable open meeting, public records, public bidding and all other laws,rules and regulations of the State. 5. The execution of the Lease and the appropriation of moneys to pay the Rental Payments coming due thereunder do not and will not result in the violation of any constitutional,statutory or other limitation relating to the manner,form or amount of indebtedness which may be incurred by Lessee. 6. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body that challenges the organization or existence of Lessee, the authority of Lessee or its officers or its employees to enter into the Lease,the proper authorization and/or execution of the Lease or the documents contemplated thereby,the appropriation of moneys to make Rental Payments under the Lease for the current Fiscal Year of Lessee,or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. To the best of our knowledge,no such litigation, action, suit or proceeding is threatened. 7. The Equipment is personal property,and when used by Lessee will not be or become fixtures under the laws of the State. 8. Resolution No. of the governing body of Lessee was duly and validly adopted by such governing body on and such resolution has not been amended, modified, supplemented or repealed and remains in full force and effect. This opinion may be relied upon by the addressee hereof and its successors and assignees of interests in the Lease,but only with regard to matters specifically set forth herein. Very truly yours, (type name and title under signature) 20 17J7/01:LES-BQ-ES R.DOGrev.5/00/1mor EXHIBIT F Lease No.: 4440001036 Equipment Schedule: 01 SUNTRUST LEASING CORPORATION ESCROW AGREEMENT This ESCROW AGREEMENT, made and entered into as 12/13/2001, by and among SUNTRUST LEASING CORPORATION, a Virginia corporation("Lessor"),and CITY OF DANIA BEACH,a political subdivision of the State of Florida("Lessee"), and SunTrust bank,a Georgia banking corporation. In consideration of the mutual covenants herein contained,the parties hereto agree as follows: ARTICLE I. DEFINITIONS AND RECITALS Section I.I. Definitions. The terms defined in this Section shall,for all purposes of this Escrow Agreement,have the meanings specified below. The terms capitalized in this Escrow Agreement but not defined herein shall have the meanings assigned to them in the Master Lease Agreement. "Acquisition Costs" means, with respect to the Equipment, the contract price paid or to be paid to a Vendor thereof upon acquisition or delivery of any portion of the Equipment in accordance with the purchase order or contract therefor. Acquisition Costs may include the administrative, engineering, legal, financial and other costs incurred by the Lessee in connection with the acquisition, delivery and financing of the Equipment,if approved by Lessor. "Equipment" means the personal property described in the Acceptance Certificate executed pursuant to the Lease,together with any and all modifications,additions and alterations thereto,to be acquired from the moneys held in the Equipment Acquisition Fund. "Equipment Acquisition Fund"means the account by that name established and held by Escrow Agent pursuant to Article II of this Escrow Agreement. "Escrow Agent"means SunTrust bank,or any successor thereto acting as Escrow Agent pursuant to this Escrow Agreement. "Escrow Agent Fee"has the meaning set forth in Section 6.1. O'Escrow Agreement"means this Escrow Agreement and any duly authorized and executed amendment thereto. "Lease"means the Master Lease together with the Equipment Schedule No.01 by and between Lessee and Lessor,and any duly authorized and executed amendment thereto,the terms of which are incorporated herein by reference. "Master Lease"means the Master Lease Agreement,dated as of 12/13/2001,by and between Lessee and Lessor, including any Equipment Schedules entered into thereunder and any duly authorized and executed amendment thereto. "Payment Request Form"means the document substantially in the form attached hereto as Exhibit A to be executed by Lessee and Lessor and submitted to Escrow Agent to authorize payment of Acquisition Costs. "Qualified Investments" means (i) direct general obligations of the United States of America; (ii) obligations guaranteed by the United States; (iii) general obligations of the agencies and instrumentalities of the United States; or (iv) certificates of deposit, time deposits or demand deposits with any bank or savings institution qualified as a depository of public funds in the State of Georgia,provided that such certificates of deposit,time deposits or demand deposits,if not insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, are fully secured by obligations described in Clauses (i), (ii), or (iii). In no event shall "Qualified Investments"include any investments other than those permitted by any state,county or municipal law applicable to investment of Lessee's funds;provided however, that neither Lessor nor the Escrow Agent shall be responsible for determining the applicability of any such law and each shall be entitled to rely solely on the determination of Lessee with respect to such matters. ARTICLE II. APPOINTMENT OF ESCROW AGENT; AUTHORITY Section 2.1. Appointment of Escrow Agent. Lessor and Lessee hereby appoint and employ Escrow Agent to receive, hold, invest and disburse the moneys to be paid to Escrow Agent pursuant to this Escrow Agreement and the Lease and to perform certain other functions, all as hereinafter provided. By executing and delivering this Escrow Agreement, Escrow Agent accepts the duties and obligations of Escrow Agent hereunder;provide d,however,that its duties and obligations hereunder shall be limited to those specifically provided herein. Section 2.2. Authority. Each of the parties has authority to enter into this Escrow Agreement, and has taken all actions necessary to authorize the execution of this Escrow Agreement by the officers whose signatures are affixed hereto. ARTICLE III. EQUIPMENT ACQUISITION FUND Section 3.1. Equipment Acquisition Fund. The Escrow Agent shall establish a special escrow account designated as the "Equipment Acquisition Fund"(the"Equipment Acquisition Fund"),shall keep such Fund separate and apart from all other funds and moneys held by it and shall administer such Fund as provided in this Escrow Agreement. Section 3.2. Deposit. Upon execution of the Lease and delivery to Lessor by Lessee of all documents required to be delivered thereunder, Lessor shall deposit or cause to be deposited with the Escrow Agent the sum of$700000.00. Escrow Agent shall credit such amount to the Equipment Acquisition Fund. Section 33. Disbursements. The Escrow Agent shall use the moneys in the Equipment Acquisition Fund to pay the Acquisition Cost of each item of Equipment subject to the Lease,within a reasonable time of receipt with respect thereto of a Payment Request Form executed by Lessor and Lessee, fully completed and with all supporting documents described therein attached thereto. Upon receipt of a Payment Request Form with respect to any item of Equipment,an amount equal to the Acquisition Cost as shown therein shall be paid directly to the person or entity entitled to payment as specified therein. Section 3.4. Transfers Upon Completion. Unless all of the funds deposited by Lessor in the Equipment Acquisition Fund have been reviously disbursed pursuant to Section 3.3 or paid to Lessor pursuant to Section 3.5, on May 31, 2003, Escrow Agent shall pay all remaining moneys in the Equipment Acquisition Fund to Lessor or its assignee for application as a prepayment of the unpaid Principal under the related Lease. Any amounts paid pursuant to this Section 3.4 shall be subject to a prepayment fee equal to two percent(2%) of such amount. Lessor shall apply amounts received under this Section 3.4 first to unpaid fees, late charges and collection costs, if any, which have accrued or been incurred under the Master Lease, then to overdue Principal and Interest on the Lease and then, in the sole discretion of Lessor, either (i) to Principal payments thereafter due under the Lease in the inverse order of their maturities or (ii) proportionately to each Principal payment thereafter due under the Lease. In the event that Lessor elects to apply any such amounts in accordance with clause (i) of the preceding sentence, Lessee shall continue to make Rental Payments as scheduled in the applicable Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause (ii) of this Section 3.4, Lessor shall provide Lessee with a revised Payment Schedule which shall reflect the revised Principal balance and reduced Rental Payments due under the Lease. Section 3.5. Liquidation. Upon receipt of written notice from Lessor or Lessee that the Lease has been terminated pursuant to Sections 3.2 or 12.2 thereof, the Escrow Agent shall liquidate all investments held in the Equipment Acquisition Fund and transfer the proceeds thereof and all other moneys held in the Equipment Acquisition Fund to Lessor. ARTICLE IV. TRUST; INVESTMENT Section 4.1. Irrevocable Trust. The moneys and investments held by the Escrow Agent under this Escrow Agreement are irrevocably held in trust for the benefit of Lessor and Lessee,and such moneys,together with any income or interest earned,shall be expended only as provided in this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either Lessor or Lessee(other than Lessor's security interest granted hereunder). Section 4.2. Investment. Moneys held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent upon order of Lessee only in Qualified Investments. Such investments shall be registered in the name of the Escrow Agent and held by the Escrow Agent for the benefit of Lessor and Lessee. The Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Article. Such investments and re-investments shall be made giving full consideration for the time at which funds are required to be available. Any income received on such investments shall be credited to the Equipment Acquisition Fund. The Escrow Agent shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it in accordance with this Article. Section 4.3. Disposition of Investments. The Escrow Agent shall, without further direction from Lessee, sell such investments as and when required to make any payment from the Equipment Acquisition Fund. Section 4.4. Accounting. The Escrow Agent shall keep complete and accurate records of all moneys received and disbursed under this Escrow Agreement which shall be available for inspection by Lessor or Lessee, or the agent of either of them, at any time during regular business hours upon prior written request.The Escrow Agent shall furnish to Lessor and Lessee no less than quarterly an accounting of all investments and interest and income therefrom. Section 4.5. Termination. This Escrow Agreement shall terminate upon disbursement by the Escrow Agent of all moneys held by it hereunder. ARTICLE V. ESCROW AGENT'S AUTHORITY; INDEMNIFICATION Section 5.1. Validity. The Escrow Agent may act upon any writing or instrument or signature which it believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing,notice,advice or instructions in connection with the provisions hereof has been duly authorized to do,so,and the Escrow Agent shall be under no duty to make any investigation or inquiry as to any of the foregoing. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form,manner and execution,or validity of any instrument deposited with it,nor as to the identity,authority or right of any person executing the same. Section 5.2. Use of Counsel and Agents. The Escrow Agent may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder. The Escrow Agent shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care. The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection acting in compliance with the opinion of such counsel. Section 5.3. Interpretation. If Lessor or Lessee shall be in disagreement about the interpretation of the Lease or this Escrow Agreement, or about the rights and obligations of,or the propriety of any action contemplated by, the Escrow Agent hereunder, the Escrow Agent may, but shall not be required to,file an appropriate civil action to resolve the disagreement. The Escrow Agent shall be indemnified pursuant to Section 5.5 for all costs, including reasonable attorneys' fees, in connection with such civil action, and shall be fully protected in suspending all or part of its activities under this Escrow Agreement until a final judgment in such action is received. Section 5.4. Limited Liability of Escrow Agent. The Escrow Agent shall not be liable in connection with the performance or . observation of its duties or obligations hereunder except for in the case of its own gross negligence or willful misconduct. The Escrow Agent shall have no obligation or liability to any of the other parties under this Escrow Agreement for the failure or refusal of any other party to perform any covenant or agreement made by such party hereunder or under the Master Lease,but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Escrow Agent hereunder. Section 5.5. Indemnification. To the extent permitted by applicable law and unless the Escrow Agent is guilty of gross negligence or willful misconduct with regard to its duties hereunder,Lessee hereby agrees to indemnify the Escrow Agent and hold it harmless from any and all claims, liabilities,losses, actions,suits or proceedings at law or in equity, or any other expense, fees or charges of any character or cnature,which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Escrow Agreement;and in onnection therewith, to indemnify the Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim. Notwithstanding the foregoing, such indemnification shall not extend to claims, liabilities, losses, actions, suits or proceedings incurred by the Escrow Agent for failure to perform and carry out the duties specifically imposed upon and to be performed by it pursuant to this Escrow Agreement or to claims, liabilities, losses, actions, suits or proceedings incurred by the Escrow Agent arising from events solely and directly attributable to acts of Lessor. The Escrow Agent shall be vested with a lien on all property deposited hereunder for indemnification, for reasonable attorneys' fees, court costs, for any suit, interpleader or otherwise,or any other expense,fees or charges of any character or nature,which may be incurred by the Escrow Agent by reason of disputes arising between Lessor and Lessee as to the correct interpretation of the Lease or this Escrow Agreement and instructions given to the Escrow Agent hereunder,or otherwise,with the right of the Escrow Agent,regardless of the instructions aforesaid,to hold such property until and unless said additional expenses,fees and charges shall be fully paid. In the event Lessee is required to indemnify Escrow Agent as herein provided, Lessee shall be subrogated to the rights of Escrow Agent to recover such losses or damages from any other person or entity. ARTICLE VI. COMPENSATION Section 6.1. Escrow Agent Fee. The Escrow Agent shall be paid 500.00 by Lessee for the services to be rendered hereunder(the"Escrow Agent Fee"), and will be paid and/or reimbursed by Lessee upon request for all expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by it in connection with carrying out its duties hereunder. The Escrow Agent's fee shall be payable upon execution of this Escrow Agreement. Section 6.2. Investment Fees. The Escrow Agent shall be entitled to charge reasonable fees and commissions in connection with the investment by it of amounts held in the Equipment Acquisition Fund (the "Investment Fees"). Lessor and Lessee hereby authorize the Escrow Agent to periodically deduct the Investment Fees from interest earnings on the Equipment Acquisition Fund. ARTICLE VII. CHANGE OF ESCROW AGENT Section 7.1. Removal of Escrow Agent. Lessor and Lessee, by written agreement, may by written request, at any time and for any reason, remove Escrow Agent and any successor thereto, and shall thereupon appoint a successor or successors thereto, but any such successor shall have capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and be subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to statute or the requirements of any federal or state supervising or examining authority,then for the purposes of this Section 7.1, the combined capital and surplus of such bank or trust company may be conclusively established in its most recent report of condition so published. Section 7.2. Resignation of Escrow Agent. The Escrow Agent or any successor may at any time resign by giving written notice to Lessor and Lessee of its intention to resign and of the proposed date of resignation,which shall be a date not less than thirty(30) days after such notice,unless an earlier resignation date and the appointment of a successor Escrow Agent shall have been approved by Lessor and Lessee. Upon receiving such notice of resignation,Lessor and Lessee shall promptly appoint a successor Escrow Agent by an instrument in writing; provided,however,that in the event Lessor and Lessee fail to appoint a successor Escrow Agent within thirty(30)days following receipt of such written notice, Lessor may appoint a successor Escrow Agent. Any resignation or removal of Escrow Agent shall become effective only upon acceptance of appointment by the successor Escrow Agent. Section 7.3. Merger or Consolidation. Any entity into which Escrow Agent may be merged or converted, or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which it shall be a party, or any company to which Escrow Agent may sell or transfer all or substantially all of its corporate trust business(provided that such company shall be eligible under Section 7.1)shall be the successor to the Escrow Agent without the execution or filing or further act. ARTICLE VIII. ADMINISTRATIVE PROVISIONS. Section 8.1. Notice. All written notices to be given under this Escrow Agreement shall be given by mail to the party entitled thereto at its address specified beneath each party's signature,or at such address as the party may provide to the other parties hereto in writing from time to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified form,with postage fully prepaid,or if given by other means,when delivered at the address specified in this Section 8.1. Section 8.2. Assignment. Except as expressly herein provided to the contrary, the rights and duties of each of the parties under this Escrow Agreement shall not be assignable to any person or entity without the written consent of all of the other parties. Notwithstanding the above, Lessor may freely assign all or any part of its interest in this Escrow Agreement and the Equipment Acquisition Fund in connection with an assignment by Lessor of its rights under the Lease. Section 8.3. Binding Effect. This Escrow Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Specifically,as used herein the term"Lessor"means any person or entity to whom Lessor has assigned its right to receive Rental Payments under the Lease. isSection 8.4. Severability. In the event any provision of this Escrow Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof. Section 8.5. Entire Agreement; Amendments. This Escrow Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and representations, express or implied. This Escrow Agreement may be amended or modified only by written documents duly authorized, executed and delivered by each of the parties hereto. Section 8.6. Captions. The captions or headings in this Agreement are for convenience only and in no way define,limit or describe the scope or intent of any provisions,Articles,Sections or Clauses hereof. �lection 8.7. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be necessary or proper to carry out the intention or to facilitate the performance of the parties under this Escrow Agreement, and for better assuring and confirming the rights and benefits provided herein. Section 8.8. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of Georgia. Section 8.9. Execution in Counterparts. This Escrow Agreement may be simultaneously executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same Agreement. Section 8.10. Waiver of Jury Trial. Lessor, Lessee and the Escrow Agent hereby waive any right to trial by jury in any action or proceeding with respect to,in connection with or arising out of this Escrow Agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] EXECUTION PAGE OF ESCROW AGREEMENT IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the day and year first written above. SunTrust bank SUNTRUST LEASING CORPORATION, Escrow Agent Lessor By: By. Name: Emily Hare Name: Michael J.Powers Title: Trust Officer Title: Secretary Address: Corporate Trust Address: 29 W.Susquehanna Avenue 919 E.main Street Suite 400 Richmond,VA 23219 Towson,MD 21204 Telephone: 804/782-5400 Telephone: 410/307-6644 Facsimile: 804/782-7855 Facsimile: 410/307-6702 CITY OF DANIA BEACH, Lessee By : Pat F u ayor By: N e: I ato Title: City Manager Address: 100 W.Dania Beach Blvd. Dania Beach,FL 33004 Telephone: 954.924.3690 Facsimile: 9 4/921-2604 By : Charlene Jo s n City Clerk Approved as o rm and correctness : by : o Ph as//An-tbro \ Clity Attorney EXHIBIT F Lease No.: 4440001036 40 Equipment Schedule: O1 SUNTRUST LEASING CORPORATION ESCROW AGREEMENT This ESCROW AGREEMENT, made and entered into as 12/13/2001, by and among SUNTRUST LEASING CORPORATION, a Virginia corporation("Lessor"),and CITY OF DANIA BEACH,a political subdivision of the State of Florida("Lessee"), and SunTrust bank,a Georgia banking corporation. In consideration of the mutual covenants herein contained,the parties hereto agree as follows: ARTICLE L DEFINITIONS AND RECITALS Section I.I. Definitions. The terms defined in this Section shall,for all purposes of this Escrow Agreement,have the meanings specified below. The terms capitalized in this Escrow Agreement but not defined herein shall have the meanings assigned to them in the Master Lease Agreement. "Acquisition Costs" means, with respect to the Equipment, the contract price paid or to be paid to a Vendor thereof upon acquisition or delivery of any portion of the Equipment in accordance with the purchase order or contract therefor. Acquisition Costs may include the administrative, engineering, legal, financial and other costs incurred by the Lessee in connection with the acquisition, delivery and financing of the Equipment,if approved by Lessor. "Equipment"means the personal property described in the Acceptance Certificate executed pursuant to the Lease,together with any and all modifications,additions and alterations thereto,to be acquired from the moneys held in the Equipment Acquisition Fund. "Equipment Acquisition Fund"means the account by that name established and held by Escrow Agent pursuant to Article II of this Escrow Agreement. "Escrow Agent"means SunTrust bank,or any successor thereto acting as Escrow Agent pursuant to this Escrow Agreement. "Escrow Agent Fee"has the meaning set forth in Section 6.1. 18"Escrow Agreement"means this Escrow Agreement and any duly authorized and executed amendment thereto. "Lease"means the Master Lease together with the Equipment Schedule No.01 by and between Lessee and Lessor,and any duly authorized and executed amendment thereto,the ternrs of which are incorporated herein by reference. "Master Lease"means the Master Lease Agreement,dated as of 12/13/2001,by and between Lessee and Lessor, including any Equipment Schedules entered into thereunder and any duly authorized and executed amendment thereto. "Payment Request Form"means the document substantially in the form attached hereto as Exhibit A to be executed by Lessee and Lessor and submitted to Escrow Agent to authorize payment of Acquisition Costs. "Qualified Investments" means (i) direct general obligations of the United States of America; (ii) obligations guaranteed by the United States; (iii) general obligations of the agencies and instrumentalities of the United States; or (iv) certificates of deposit, time deposits or demand deposits with any bank or savings institution qualified as a depository of public funds in the State of Georgia,provided that such certificates of deposit,time deposits or demand deposits,if not insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, are fully secured by obligations described in Clauses (i), (ii), or (iii). In no event shall "Qualified Investments" include any investments other than those pennitted by any state,county or municipal law applicable to investment of Lessee's funds;provided,however, that neither Lessor nor the Escrow Agent shall be responsible for determining the applicability of any such law and each shall be entitled to rely solely on the detennination of Lessee with respect to such matters. ARTICLE IL APPOINTMENT OF ESCROW AGENT; AUTHORITY Section 2.1. Appointment of Escrow Agent. Lessor and Lessee hereby appoint and employ Escrow Agent to receive, hold, invest and disburse the moneys to be paid to Escrow Agent pursuant to this Escrow Agreement and the Lease and to perform certain other functions, all as hereinafter provided. By executing and delivering this Escrow Agreement, Escrow Agent accepts the duties and obligations of Escrow Agent hereunder;provided,however,that its duties and obligations hereunder shall be limited to those specifically provided herein. Section 2.2. Authority. Each of the parties has authority to enter into this Escrow Agreement, and has taken all actions necessary to authorize the execution of this Escrow Agreement by the officers whose signatures are affixed hereto. ARTICLE III. EQUIPMENT ACQUISITION FUND Section 3.1. Equipment Acquisition Fund. The Escrow Agent shall establish a special escrow account designated as the "Equipment Acquisition Fund"(the"Equipment Acquisition Fund"),shall keep such Fund separate and apart from all other funds and moneys held by it and shall administer such Fund as provided in this Escrow Agreement. Section 3.2. Deposit. Upon execution of the Lease and delivery to Lessor by Lessee of all documents required to be delivered thereunder, Lessor shall deposit or cause to be deposited with the Escrow Agent the sum of$700000.00. Escrow Agent shall credit such amount to the Equipment Acquisition Fund. Section 3.3. Disbursements. The Escrow Agent shall use the moneys in the Equipment Acquisition Fund to pay the Acquisition Cost of each item of Equipment subject to the Lease,within a reasonable time of receipt with respect thereto of a Payment Request Form executed by Lessor and Lessee, fully completed and with all supporting documents described therein attached thereto. Upon receipt of a Payment Request Form with respect to any item of Equipment,an amount equal to the Acquisition Cost as shown therein shall be paid directly to the person or entity entitled to payment as specified therein. Section 3.4. Transfers Upon Completion. Unless all of the funds deposited by Lessor in the Equipment Acquisition Fund have been reviously disbursed pursuant to Section 3.3 or paid to Lessor pursuant to Section 3.5, on May 31, 2003, Escrow Agent shall pay all remaining moneys in the Equipment Acquisition Fund to Lessor or its assignee for application as a prepayment of the unpaid Principal under the related Lease. Any amounts paid pursuant to this Section 3.4 shall be subject to a prepayment fee equal to two percent(2%) of such amount. Lessor shall apply amounts received under this Section 3.4 first to unpaid fees, late charges and collection costs, if any, which have accrued or been incurred under the Master Lease, then to overdue Principal and Interest on the Lease and then, in the sole discretion of Lessor, either (i) to Principal payments thereafter due under the Lease in the inverse order of their maturities or (ii) proportionately to each Principal payment thereafter due under the Lease. In the event that Lessor elects to apply any such amounts in accordance with clause (i) of the preceding sentence, Lessee shall continue to make Rental Payments as scheduled in the applicable Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause (ii) of this Section 3.4, Lessor shall provide Lessee with a revised Payment Schedule which shall reflect the revised Principal balance and reduced Rental Payments due under the Lease. Section 3.5. Liquidation. Upon receipt of written notice from Lessor or Lessee that the Lease has been terminated pursuant to Sections 3.2 or 12.2 thereof, the Escrow Agent shall liquidate all investments held in the Equipment Acquisition Fund and transfer the proceeds thereof and all other moneys held in the Equipment Acquisition Fund to Lessor. ARTICLE IV. TRUST;INVESTMENT Section 4.1. Irrevocable Trust. The moneys and investments held by the Escrow Agent under this Escrow Agreement are irrevocably held in trust for the benefit of Lessor and Lessee,and such moneys,together with any income or interest earned,shall be expended only as provided in this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either Lessor or Lessee(other than Lessor's security interest granted hereunder). Section 4.2. Investment. Moneys held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent upon order of Lessee only in Qualified Investments. Such investments shall be registered in the name of the Escrow Agent and held by the Escrow Agent for the benefit of Lessor and Lessee. The Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Article. Such investments and re-investments shall be made giving full consideration for the time at which funds are required to be available. Any income received on such investments shall be credited to the Equipment Acquisition Fund. The Escrow Agent shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it in accordance with this Article. ection 4.3. Disposition of Investments. The Escrow Agent shall, without further direction from Lessee, sell such investments as and when required to make any payment from the Equipment Acquisition Fund. Section 4.4. Accounting. The Escrow Agent shall keep complete and accurate records of all moneys received and disbursed under this Escrow Agreement which shall be available for inspection by Lessor or Lessee,or the agent of either of them, at any time during regular business hours upon prior written request.The Escrow Agent shall furnish to Lessor and Lessee no less than quarterly an accounting of all investments and interest and income therefrom. Section 4.5. Termination. This Escrow Agreement shall terminate upon disbursement by the Escrow Agent of all moneys held by it hereunder. ARTICLE V. ESCROW AGENT'S AUTHORITY; INDEMNIFICATION Section 5.1. Validity. The Escrow Agent may act upon any writing or instrument or signature which it believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing,notice,advice or instructions in connection with the provisions hereof has been duly authorized to do so,and the Escrow Agent shall be under no duty to make any investigation or inquiry as to any of the foregoing. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form,manner and execution,or validity of any instrument deposited with it,nor as to the identity,authority or right of any person executing the same. Section 5.2. Use of Counsel and Agents. The Escrow Agent may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder. The Escrow Agent shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care. The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection acting in compliance with the opinion of such counsel. Section 5.3. Interpretation. If Lessor or Lessee shall be in disagreement about the interpretation of the Lease or this Escrow Agreement, or about the rights and obligations of,or the propriety of any action contemplated by, the Escrow Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. The Escrow Agent shall be indemnified pursuant to Section 5.5 for all costs, including reasonable attorneys' fees, in connection with such civil action, and shall be fully protected in suspending all or part of its activities under this Escrow Agreement until a final judgment in such action is received. Section 5.4. Limited Liability of Escrow Agent. The Escrow Agent shall not be liable in connection with the performance or observation of its duties or obligations hereunder except for in the case of its own gross negligence or willful misconduct. The Escrow Agent shall have no obligation or liability to any of the other parties under this Escrow Agreement for the failure or refusal of any other party to perform any covenant or agreement made by such party hereunder or under the Master Lease,but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Escrow Agent hereunder. Section 5.5. Indemnification. To the extent permitted by applicable law and unless the Escrow Agent is guilty of gross negligence or willful misconduct with regard to its duties hereunder,Lessee hereby agrees to indemnify the Escrow Agent and hold it harmless from any and all claims,liabilities, losses, actions,suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature,which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Escrow Agreement;and in 0onnection therewith, to indemnify the Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim Notwithstanding the foregoing, such indemnification shall not extend to claims, liabilities, losses, actions, suits or proceedings incurred by the Escrow Agent for failure to perform and carry out the duties specifically imposed upon and to be performed by it pursuant to this Escrow Agreement or to claims, liabilities, losses, actions, suits or proceedings incurred by the Escrow Agent arising from events solely and directly attributable to acts of Lessor. The Escrow Agent shall be vested with a lien on all property deposited hereunder for indemnification, for reasonable attorneys' fees, court costs, for any suit, interpleader or otherwise,or any other expense,fees or charges of any character or nature,which may be incurred by the Escrow Agent by reason of disputes arising between Lessor and Lessee as to the correct interpretation of the Lease or this Escrow Agreement and instructions given to the Escrow Agent hereunder,or otherwise,with the right of the Escrow Agent,regardless of the instructions aforesaid,to hold such property until and unless said additional expenses,fees and charges shall be fully paid. In the event Lessee is required to indemnify Escrow Agent as herein provided, Lessee shall be subrogated to the rights of Escrow Agent to recover such losses or damages from any other person or entity. ARTICLE VI. COMPENSATION Section 6.1. Escrow Agent Fee. The Escrow Agent shall be paid 500.00 by Lessee for the services to be rendered hereunder(the"Escrow Agent Fee"), and will be paid and/or reimbursed by Lessee upon request for all expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by it in connection with carrying out its duties hereunder. The Escrow Agent's fee shall be payable upon execution of this Escrow Agreement. Section 6.2. Investment Fees. The Escrow Agent shall be entitled to charge reasonable fees and commissions in connection with the investment by it of amounts held in the Equipment Acquisition Fund (the "Investment Fees"). Lessor and Lessee hereby authorize the Escrow Agent to periodically deduct the Investment Fees from interest earnings on the Equipment Acquisition Fund. ARTICLE VII. CHANGE OF ESCROW AGENT Section 7.1. Removal of Escrow Aeent. Lessor and Lessee, by written agreement, may by written request, at any time and for any reason, remove Escrow Agent and any successor thereto, and shall thereupon appoint a successor or successors thereto, but any such successor shall have capital(exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and be subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, Omue rsuant to statute or the requirements of any federal or state supervising or examining authority, then for the purposes of this Section 7.1, combined capital and surplus of such bank or trust company may be conclusively established in its most recent report of condition so published. Section 7.2. Resignation of Escrow Agent. The Escrow Agent or any successor may at any time resign by giving written notice to Lessor and Lessee of its intention to resign and of the proposed date of resignation,which shall be a date not less than thirty(30)days after such notice,unless an earlier resignation date and the appointment of a successor Escrow Agent shall have been approved by Lessor and Lessee. Upon receiving such notice of resignation,Lessor and Lessee shall promptly appoint a successor Escrow Agent by an instrument in writing; provided,however,that in the event Lessor and Lessee fail to appoint a successor Escrow Agent within thirty(30)days following receipt of such written notice, Lessor may appoint a successor Escrow Agent. Any resignation or removal of Escrow Agent shall become effective only upon acceptance of appointment by the successor Escrow Agent. Section 7.3. Merger or Consolidation. Any entity into which Escrow Agent may be merged or converted, or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which it shall be a party, or any company to which Escrow Agent may sell or transfer all or substantially all of its corporate trust business(provided that such company shall be eligible under Section 7.1)shall be the successor to the Escrow Agent without the execution or filing or further act. ARTICLE VIIL ADMINISTRATIVE PROVISIONS. Section 8.1. Notice. All written notices to be given under this Escrow Agreement shall be given by mail to the party entitled thereto at its address specified beneath each parry's signature,or at such address as the party may provide to the other parties hereto in writing from time to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified form,with postage fully prepaid,or if given by other means,when delivered at the address specified in this Section 8.1. Section 8.2. Assignment. Except as expressly herein provided to the contrary, the rights and duties of each of the parries under this Escrow Agreement shall not be assignable to any person or entity without the written consent of all of the other parties. Notwithstanding the above, Lessor may freely assign all or any part of its interest in this Escrow Agreement and the Equipment Acquisition Fund in connection with an assignment by Lessor of its rights under the Lease. Section 8.3. Bindinll Effect. This Escrow Agreement shall be binding upon and inure to the benefit of the parries and their respective successors and assigns. Specifically, as used herein the term"Lessor"means any person or entity to whom Lessor has assigned its right to receive Rental Payments under the Lease. 0 Section 8.4. Severability. In the event any provision of this Escrow Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof. Section 8.5. Entire Agreement; Amendments. This Escrow Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and representations, express or implied. This Escrow Agreement may be amended or modified only by written documents duly authorized, executed and delivered by each of the parties hereto. Section 8.6. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions,Articles,Sections or Clauses hereof. ection 8.7. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be necessary or proper to carry out the intention or to facilitate the performance of the parties under this Escrow Agreement, and for better assuring and confirnung the rights and benefits provided herein. Section 8.8. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of Georgia. Section 8.9. Execution in Counterparts. This Escrow Agreement may be simultaneously executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same Agreement. Section 8.10. Waiver of Jury Trial. Lessor, Lessee and the Escrow Agent hereby waive any right to trial by jury in any action or proceeding with respect to,in connection with or arising out of this Escrow Agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] EXECUTION PAGE OF ESCROW AGREEMENT IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the day and year first written above. SunTrust bank SUNTRUST LEASING CORPORATION, Escrow Agent Lessor By: By: Name: Emily Hare Name: Michael J.Powers Title: Trust Officer Title: Secretary Address: Corporate Trust Address: 29 W.Susquehanna Avenue 919 E.main Street Suite 400 Richmond,VA 23219 Towson,MD 21204 Telephone: 804/782-5400 Telephone: 410/307-6644 Facsimile: 804/782-7855 Facsimile: 410/307-6702 CITY OF DANIA BEACH, Lessee �� By I q� Pat Flury r By: Name: Iv ato Title_,-City pager Address: 100 W.Dania Beach Blvd. Dania Beach,FL 33004 Telephone: 954.924.3690 Facsimile: 954/921-26 Attest : wW4t-A—� C r ene Jo son City Clerk Approved as o f rm and correctness : by oma A ro , I y At orney • Lease Number: 4440001036 Equipment Schedule: 01 EXHIBIT A PAYMENT REQUEST FORM NO. SunTrust bank, as Escrow Agent under an Escrow Agreement dated as of 12/13/2001 (the "Escrow Agreement") by and among SUNTRUST LEASING CORPORATION,as Lessor,and CITY OF DANIA BEACH,as Lessee, is hereby requested to pay, from the Equipment Acquisition Fund, to the person or entity designated below as payee, that the amount set forth opposite each such name, in payment of the Acquisition Costs of the Equipment designated opposite such payee's name and described on the attached page(s). The terms capitalized in this Payment Request Form but not defined herein shall have the meanings assigned to them in the Escrow Agreement. Payee Amount Equipment 0The Lessee hereby certifies that: 1. Attached hereto is a duplicate original or certified copy of the following documents relating to the order, delivery and acceptance of the Equipment described in this Payment Request Form: (a) a manufacturer's or dealer's invoice; and (b) unless this Payment Request Form relates to partial payment of a Vendor in connection with a purchase order approved by Lessor, Lessee's Acceptance Certificate relating to the Equipment. 2. The representations and warranties contained in the Lease are true and correct as of the date hereof. 3. No Non-Appropriation or Event of Default, or event which with the giving of notice or passage of time or both would constitute an Event of Default,has occurred. Dated: ,20_. CITY OF DANIA BEACH SUNTRUST LEASING CORPORATION, Lessee Lessor By: By. Name: Ivan Pato Name: Michael J.Powers/Lawanna Gatton Title: City Manager Title: Secretary/Officer Date: Date: by : David Keller Finance Director 0 12n101:LES-6Q-ESR.DOC/rev.5/00/lessor 26 EXHIBIT G-1 Lease No.: 4440001036 Equipment Schedule: 01 DATE: TO: -Q U 6 1'1 Insurance Agen 'Name&Address 0 1 V k V t�( Phone Number and Fax Number , �lan�fic��on� Fl_ Gentlemen: CITY OF DANIA BEACH has entered into a Master Lease Agreement dated as of 12/13/2001 with SUNTRUST LEASING CORPORATION. In accordance with the Agreement,Lessee certifies that it has instructed the insurance agent named above to issue: a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming SUNTRUST LEASING CORPORATION and/or its assigns as Loss Payee. The Coverage Required is$700000.00. b. Public Liability Insurance evidenced by a Certificate of Insurance naming SUNTRUST LEASING CORPORATION and/or its assigns as Additional Insured. The following minimum coverage is required unless limited by state law(copy of law attached): Liability: $ 500,000.00 per person Liability-Bodily Injury: $1,000,000.00 aggregate Liability-Property Damage: $1,000,000.00 property damage liability PROPERTY: RESCUE VEHCILES OOCATION: 100 W.Dania Beach Blvd.,DANIA,FL 33004 Upon issuance of the coverage outlined above, please mail a certificate of insurance to SUNTRUST LEASING CORPORATION,29 W.Susquehanna Avenue,Suite 400,Towson,MD 21204. Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated. Very truly yours, CITY OF D - CH / By: . Name: a ato Title City Manager Date: By S ery "Chapman Administrative Services Director By : —I- David Keller Finance Director 0 12n101:LES-BQ-ES R.DOGrcv.5/00/lasor 27 EXHIBIT G-2 Lease Number: 4440001036 Equipment Schedule: 01 QUESTIONNAIRE FOR SELF-INSURANCE TO MASTER LEASE AGREEMENT In connection with the Master Lease Agreement (the "Agreement"), dated as of 12/13/2001, made and entered into by and between SUNTRUST LEASING CORPORATION, as Lessor(the "Lessor"), and the lessee identified below, as Lessee (the "Lessee"), Lessee warrants and represents to Lessor the following information. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. 1. Property Insurance. a. Lessee is self-insured for damage or destruction to the Equipment. YES NO (circle one) If yes,the dollar amount limit for property damage to the Equipment under the Lessee's self-insurance program is$ b.The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for property damage to the Equipment as indicated above. YES NO (circle one) If yes,the umbrella policy provides coverage for all risk property damage. YES NO (circle one) If yes,the dollar limit for property damage to the Equipment under such umbrella policy is$ 2. Liability Insurance. a. Lessee is self-insured for liability for injury or death of any person or damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes,the dollar limit for such liability claims under the Lessee's self-insurance program is$ b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for liability including injury or death of persons or damage to property as indicated above. YES NO (circle one) If yes,the umbrella policy provides coverage for liabilities for injury and death to persons as well as damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes,the dollar amount of the umbrella policy's limits for such liability coverage is$ 3A. Self Insurance Fund. a. Lessee maintains a self-insurance fund. YES NO (circle one) If yes, please complete the following: Monies in the self-insurance fund are subject to annual appropriation. YES NO (circle one) The total amount maintained in the self-insurance fund to cover Lessee's self-insurance liabilities is$ b. Amounts paid from the Lessee's self-insurance fund are subject to limitations for each claim. YES NO (circle one) If yes,the dollar amount of limit per claim is$ i 12/7/01:LES-BQ-ESR.DOC/rev.5/00Acssor 28 313. No Set(Insurance Fund. a. If Lessee does not maintain a self-insurance fund,please complete the following: Lessee obtains funds to pay claims for which it has self-insured from the following sources: b. The limitations on the amounts payable for claims from the above sources are as follows: 4. Authority. a. The following entity or officer has authority to authorize payment for claim: b. In the event the entity or officer named in the prior response denies payment of a claim,does the claimant have recourse to another administrative officer,agency or the courts? YES NO (circle one) If yes,to whom does the claimant have recourse? 5. Certificates ofInsurance. Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee. WITNESS WHEREOF, Lessee has caused this Questionnaire to be executed as a supplement to the representations of Lessee in the Agreement by its duly authorized officer. CITY OF DANIA BEA , Lessee B a n Pato Title: City Manager \ Date: 1"1 l Telephone: 954.924.3690 Facsimile: 954/921-2604 Attachment 12n101:LES-6Q-ESR.1)00rcv.5/00/1asor 29 Dec-12-01 12 : 16P P_02 ^C®R�� CERTIFICATE OF LIABILITY INSURANCE 12/12M/200 12/12/2001 PRODUCER (954)723-0939 (9S4)723-0942 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Risk Management Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER,THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 9211 West Broward Blvd, St#460 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Plantation, FL 33324 INSURERS AFFORDING COVERAGE INSURED Dania Beach, City of INSURER A: Coregis Insurance Company City of Dania Beach INSURERS: 100 W Dania Beach Blvd INSURER C: Dania, FL 33004 INSURERD: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTNE POLICY EXPIRATION LIMITS LS DATE MW DM' GATE MM/DD/YY GENERAL LIABILITY fBA 10/01/2001 10/01/2002 EACH OCCURRENCE S S00, X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Any one fire) S SO,1 CLAIMS MADE ®OCCUR MEO EXP(Any one person) S S A X employee Benefits PERSONAL aAOVINJURY S Inclu, GENERAL AGGREGATE $ 1,000, GEML AGGREGATE LIMIT APPLIES PER. PRODUCTS-COMP/OP AGG S IRCI U POLICY PRO LOC JECT AUTOMOBILE LIABILITY A 10/01/2001 10/01/2002 COMBINED SINGLE LIMIT S X ANY AUTO (Ea accident) Soot ALL OWNED AUTOS BODILY INJURY A SCHEDULED AUTOS (Per pe(son) S HIRED AUTOS BODILY INJURY S NON-OWNEO AUTOS (Per accident) - X COMP-SSOO DED. PROPERTY DAMAGE S X COLL-SS00 DED. (Per accdent) GARAGE LIABILITY AUTO ONLY-CA ACCIDENT S ANY AUTO OTHER THAN EA ACC S AUTO ONLY AGG S EXCESS LIAMUTY EACH OCCURRENCE S OCCUR CLAIMS MADE AGGREGATE S S DEDUCTIBLEFI _ RETENTION S s IDTH WORKERS COMPENSATION AND TORY LIMBS ER EMPLOYERS LIABILITY £l.EACH ACCIDENT f E.L.DISEASE-£A EMPLOYEE S E.L.DISEASE-POLICY LIMIT S OTHER DESCRIPTION OF OPERATIONSILOCATIONSlVEMCLESlEX LUSIOIIS ADDED BY ENOORSEMENT(SPECLAL PROVtS10KS BOVE LIMITS ARE INCLUSIVE OF A $1O0.O00 PERSON/$200,000 OCCURRENCE COVERAGE PER F.S.768.28. EXCESS OVERAGE APPLICABLE TO "CLAIMS BILLS". OUT-OF-STATE AND FEDERAL JURISDICTION CLAIMS ONLY. CERTIFICATE OLDER IS LOSS PAYEE AND ADDITIONAL INSURED ONLY AS RESPECTS THE OPERATIONS OF THE CITY OF DANIA BEACH EFERENCE: LEASE NO. 4440001036, RESCUE VEHICLES. CERTIFICATE HOLDER ADDITIONAL INSURED:INSURER LETTER: CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL SunTrust Leasing Corporation 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEI and/or its Assigns 29 Nest Susquehanna Avenue BUT FAILURE To MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATwN OR UABIUT Suite 400 OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES. Towson. MD 21204 AUTHORIZED REPRESENTATIVE a ACORD 25S(7197) OACORD CORPORATIC SUNTRUST LEASING CORPORATION ADDENDUM TO EQUIPMENT SCHEDULE NO.01 TO MASTER LEASE AGREEMENT(LEASE NO.4440001036) RELATING TO SELF-INSURANCE THIS ADDENDUM is made as of 12/13/2001, between SUNTRUST LEASING CORPORATION (the "Lessor") and CITY OF DANIA BEACH(the"Lessee"). Recitals A. Lessor and Lessee have entered into a Master Lease Agreement dated as of 12/13/2001 (the"Agreement"). B. Lessee desires to lease equipment described in Equipment Schedule No. 01 to the Agreement (the "Equipment") and Lessee has requested that Lessor lease such Equipment to Lessee. C. With respect to Equipment Schedule No.01,Lessee has requested that Lessor permit it to provide self-insurance for liability claims and property damage. D. Lessor is willing to grant Lessee's request subject to the following terms and conditions. NOW,THEREFORE,in consideration of the premises and mutual covenants and agreements contained herein and in the Agreement,it is hereby agreed as follows: 1. The terms capitalized in this Addendum but not defined herein shall have the meanings assigned to them in the Agreement. 2. Lessee hereby represents and warrants that all representations and warranties contained in the Agreement are true and correct as of the date hereof and that neither a Non-Appropriation nor any Event of Default or event which, with the passage of time or giving of notice or both,would constitute an Event of Default has occurred under the Agreement. 3. All other terms and conditions of the Agreement not specifically amended by this Addendum shall remain in full force and Offect and are hereby ratified and confirmed by Lessee. 4. Lessee represents and warrants that all representations and warranties contained in the Questionnaire for Self- Insurance to Master Lease Agreement(the"Questionnaire")are true and correct as of the date hereof. 5. Lessor acknowledges receipt of the Questionnaire and, in reliance upon the information provided therein, agrees that Lessee may satisfy the requirements of Sections 7.1 through 7.3 of the Agreement with respect to Equipment Schedule No. 01 through self- insurance. 6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 01 to accept self-insurance in lieu of the insurance required by Section 7.1 through 7.3 of the Agreement at any time during the related Lease Term when Lessor deems itself insecure with respect to such self-insurance. Within thirty(30)days of receipt of notice from Lessor, Lessee agrees to obtain insurance in compliance with Section 7.1,7.2 and 7.3 of the Agreement and provide evidence thereof to Lessor. IN WITNESS WHEREOF,the parties by their duly authorized officers have executed this Addendum as of the date and year first above written. CITY OF DANIA BEACH - SUNTRUST LEASING CORPORATION, Lessee Lessor By: / By: Name: Tyan Pato Name: Michael J.Powers Title: City Manager Title: Secretary Date: I a '\a I01 Date: is 12n101:rrs-sQ-ES R.DOGrev.5/00nessor 30 Form 8038-G+ Information Return for Tax-Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) OMB No.1545-0720 (Rev. November 2000) 0- See separate Instructions. Department of the Treasury Caution:If the issue price is under$100,000, use Form 8038-GC. Internal Revenue Service Reporting Authority if Amended Return,check here Do- 1 Issuer's name 2 Issuer's employer identification number City of Dania Beach,Florida 3 Number and street(or P.O. box if mail is not delivered to street address) Room/suite 4 Report number 100 West Dania Beach Blvd. 3 01-01 5 City,town,or post office,state, and ZIP code 6 Date of issue Dania Beach,Florida 33004 December 13,2001 7 Name of issue 8 CUSIP number Master Lease Agreement,Lease no. 01036 Schedule No.01 nla 9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative Dave Keller I ( 954 ) 924-3620 I-Type of Issue (check applicable box(es) and enter the issue rice)See instructions and attach schedule 11 ❑ Education . . . . . . . . . . . . . . . . . . . . . . . . . . . _ 11 12 ❑ Health and hospital . . . . . . . . . . . . . . . . . . . . . . 12 13 ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Public safety. . . . . . . _ 14 700,000.00 15 ❑ Environment(including sewage bonds). . . . . . . . . . . . . . . . . . _ 15 16 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 16 17 ❑ Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ 17 18 ❑ Other. Describe® 18 19 If obligations are TANS or RANs, check box0- ❑ If obligations are BANS, check box ® ❑ 20 If obli ations are in the form of a lease or installment sale, check box .1* Descri tion of Obligations.Complete for the entire issue for which this form is bein filed. Issue ice (c)Stated redemption (d)weighted (e)Yield . (a)Final maturity date (b) price price at maturity average maturity 21 12/13104 $ 700,000.00 $ 700,000.00 3 ears 2.97 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)). . _ . . , . . 23 700,000.00 24 Proceeds used for bond issuance costs(including underwriters'discount) 24 0 25 Proceeds used for credit enhancement. . . . . . . . . . . 25 0 26 Proceeds allocated to reasonably required reserve or replacement fund . 26 0 27 Proceeds used to currently refund prior issues . . . . . . . . 27 0 28 Proceeds used to advance refund prior issues . . . . . . . . _ 28 0 29 Total (add lines 24 through 28). . . . . . . . . . . . . . . . . . . . . . . 29 0 30 Nonrefundin proceeds of the issue subtract line 29 from line 23 and enter amount her 30 700,000.00 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 . 0- years 33 Enter the last date on which the refunded bonds will be called. . . . . . . . . . . 34 Enter the date(s)the refunded bonds were issued 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(see instructions) 36a b Enter the final maturity date of the guaranteed investment contract® 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a b If this issue is a loan made from the proceeds of another tax-exempt issue, check bow ❑ and enter the name of the issuer D and the date of the issue 38 If the issuer has designated the issue under section 265(b)(3)(13)(i)(III) (small issuer exception), check box D 39 If the issuer has elected to pay a penalty in li arbitrage rebate, check box . . . . . . . . . . . . .I> El 40 If the issuer has identified a hedge, check"bo . . . . . . . . . . _ . . .9)- ❑ Under penalties of perjury,I decla that I ha examined this return and accompanying schedules and statements,and to the be st of my knowledge • and belief,they are true,,corr6E_,"and co ete. Sign Here Michael Kampel,Board President Sig*ure Is authorized representative Date Type or print name and title For Paperwork Reduction Act Notice, see page 2 of the Instructions. cat.No.63773S Form 8038-G (Rev. 11-2000)