Loading...
HomeMy WebLinkAboutR-2012-085 - Executed a Vehicle Sublease Agreement with TD Equipment Finance, Inc. and BSO for two Quints which are combination Pump & Ladder Fire Trucks RESOLUTION NO. 2012-085 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE A VEHICLE SUBLEASE AGREEMENT (THE "AGREEMENT") WITH TD EQUIPMENT FINANCE, INC., A FOREIGN CORPORATION, AUTHORIZED TO CONDUCT BUSINESS IN THE STATE OF FLORIDA (THE "LENDER") AND THE BROWARD SHERIFF'S OFFICE (THE "SUBLESSEE"), RELATING TO THE SUBLEASE OF TWO (2) VEHICLES KNOWN AS QUINTS, WHICH ARE COMBINATIONS OF PUMP AND LADDER FIRE TRUCKS; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on December 15, 2010, the City "(the Sublessor"), entered into a Lease Purchase Agreement with respect to Equipment as defined in the Vehicle Sublease Agreement (it consists of two (2) vehicles known a quints, which are combinations of pump and ladder fire trucks); a copy is attached as Exhibit "A", and is made a part of and incorporated into this Resolution by this reference; and WHEREAS, effective January 6, 2011, the City executed a Vehicle Sublease Agreement with the Broward Sheriff's Office (the "Sublessee"); a copy is attached as Exhibit `B", and is made a part of and incorporated into this Resolution by this reference; and WHEREAS, Section 14 of the Lease Agreement provides that the Sublessor cannot sublease the Lease, any interest in it, or the Equipment without the Lender's prior written consent and a written opinion of nationally recognized bond counsel to the effect that any such sublease of the Lease, any interest in it, or the Equipment will not adversely effect the exclusion of the interest component of the Rental payments from tax liability; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That the foregoing "Whereas" clauses are incorporated into this Resolution by this reference. Section 2. That the proper City officials are authorized to execute a Vehicle Sublease Agreement with the Broward County Sheriff's Office and TD Equipment Finance, Inc. for two (2) vehicles, known as quints, which are combinations of pump and ladder fire trucks (collectively, the "Equipment"); the two (2)vehicles are described as follows: Vehicle One: Make: Pierce Model: Velocity Year: 2010 VIN: 4P 1 CVO 1 H6AA010585 Vehicle Two: Make: Pierce Model: Velocity Year: 2010 VIN: 4P1 CVO H2AAO11328 Section 3. That the City Manager and City Attorney are authorized to make minor revisions to the Agreement terms as are deemed necessary and proper for the best interests of the City. Section 4. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 5. That this Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED on July 24, 2012. ATTEST: 4 �-d LOUISE STILSON, CMC PATRICIA A. FLURY CITY CLERK MAYOR ,s APPROVED AS TO AND CORRECTNESS: e THO AS J. S R CITY ATTORNEY 2 RESOLUTION#2012-085 i B yant --- Miller Attorneys at Law Olive r •��� 135 West Central Boulevard JUL 21 2010 Suite 700 Orlando,FL 32801 Tel 407.426.7001 : Fax$07.J26.7262 ww w, mo aw.com July 6,2010 Tom Ansbro,Esq. City of Dania Beach, Florida 100 W.Dania Beach Blvd. Dania Beach,Florida 33004 Lease Purchase Agreement between TD Equipment Finance,Inc.,as Lessor, and the City of Dania Beach,Florida,as Lessee Dear Tom: Enclosed you will find one bound transcript of the proceedings for the above referenced transaction. It was a pleasure working with you. If you have any questions, please feel free to call. S' er y, Camille M.Evans,Esq. Enclosure Atlantat " wll • Miami Orlando • Tallahassee • Tampa • Washington, D.C. 1 i 1 1 1 1 LEASE PURCHASE AGREEMENT ! BETWEEN TD EQUIPMENT FINANCE,INC.,AS LESSOR AND THE CITY OF DANIA BEACH, FLORIDA, AS LESSEE 1 i ' CLOSING DATE: MAY 21, 2010 ! i ! ! ! Bryant Miller OIive P.A. 135 West Central Blvd.,Suite 700 Orlando,Florida 32NI i LEASE PURCHASE AGREEMENT BETWEEN TD EQUIPMENT FINANCE,INC.,AS LESSOR, AND THE CITY OF DANIA BEACH,FLORIDA,AS LESSEE ' Dated May 21,2010 TRANSCRIPT INDEX 1. Lease Purchase Agreement dated May 21, 2010 among TD Equipment Finance, Inc. and the City of Dania Beach,Florida ' Exhibit A-Equipment List Exhibit B-Terms Exhibit C-Insurance Coverage Requirements Certificate ' Exhibit D-Acceptance Certificate Exhibit E-See Item#3 Exhibit F-Certificate of Lessee Exhibit G-Arbitrage and Tax Certificate Exhibit H-See Item#7 2. Closing Memorandum ' 3. Certified copy of Resolution No. 2010-076 duly adopted by the City Commission of the City of Dania Beach,Florida on May 11,2010 ' 4. Truth-In-Bonding Statement ' 5. IRS Form 8038-G 6. Certificate regarding Interest Rate ' 7. Opinion of City Attorney ' 8. Opinion of Special Counsel ' DISTRIBUTION LIST City of Dania Beach-2 bound(1 to Finance Director, 1 to City Attorney) TD Equipment Finance,Inc.-1 bound,2 unbound,1 CD ' Bryant Miller Olive P.A.-1 bound {25559/005/00437229.DOCv2I t TD EQUIPMENT FINANCE,INC. 2070 Chain Bridge Road,Suite 145 Vienna,Virginia 22182 LEASE PURCHASE AGREEMENT LESSEE: City of Dania Beach,Florida AGREEMENT#: 40066738 DATED: May 21, 2010 This Lease Purchase Agreement (the "Agreement") is a binding contract between TD Equipment Finance, Inc., it successors and. assigns ("Lessor") and the City of Dania Beach, Florida (the "Lessee,"when referring to the governing body, and the "City," when referring to the territorial boundaries and the legal entity governed by the Lessee). 1. Agreement: In executing this Agreement, Lessee agrees to rent the equipment described in Exhibit A (the "Equipment"). Exhibit B sets forth the terms of the Agreement, ' including the commencement date (the "Dated Date"),which is the date when the term begins and Lessee's obligation to pay rent accrues.Rental payments(the "Rental Payments")consist of both principal and interest components, must be paid to Lessor as instructed, and must be paid only out of legally available non-ad valorem revenues budgeted and appropriated by the Lessee for such purpose. A portion of each Rental Payment represents interest and the balance of each Rental Payment represents principal, as shown on Exhibit B. To maintain the interest rate set forth in Exhibit B attached hereto, Lessee must comply with the tax covenants as set forth in Section 7 below and file informational federal tax Form 8038-G in a timely manner. If not,each ' Rental Payment will be increased to the Taxable Rate (as defined herein) to compensate for the loss of the tax exemption status which was assumed in the initial interest rate.The Form 8038-G is an informational return only and will not require Lessee to pay a tax. Lessee agrees to accept ' the Equipment when delivered, installed and operating to manufacturer's specifications and to execute the Acceptance Certificate, attached hereto as Exhibit D (the "Acceptance Certificate") supplied by Lessor as evidence thereof. Lessee agrees to hold Lessor harmless from damages,if for any reason, the Equipment Vendor (as defined herein) fails to deliver, or delays in the delivery of, the Equipment so ordered or if the Equipment is unsatisfactory for any reason whatsoever. Lessee agrees that any delay in the delivery of the Equipment shall not affect the ' validity of this Agreement or the obligation to make Rental Payments hereunder. Lessee's execution of the Acceptance Certificate shall conclusively establish that the Equipment covered thereby is acceptable to Lessee for all purposes of this Agreement If Lessee fails or refuses to sign the Acceptance Certificate within a reasonable time, not to exceed five (5) business days, after the Equipment has been delivered, installed and is operating to manufacturer's ' specifications, Lessor shall have the option of treating this Agreement as cancelled by Lessee and Lessee shall automatically assume all of Lessor's rights and obligations as purchaser of the Equipment. Page 1 of 11 2. The Obligation to Make Payments: Rental Payments shall be due and payable as set forth in Exhibit B hereto. The obligation of Lessee to pay Rental Payments hereunder is a ' current expense of Lessee and not a debt. This obligation shall not be or constitute a general obligation or indebtedness of Lessee or be a "bond" within the meaning of the Constitution of the State of Florida (the"State")but shall be a special,limited obligation of Lessee payable from legally available non-ad valorem revenues annually budgeted and appropriated for such purpose during the then current fiscal period ("Appropriation Period") provided herein All ' payments made by or on behalf of Lessee hereunder shall be nonrefundable. Except in the Event of Nonappropriation (hereinafter defined) as set forth in this paragraph, Lessee's obligation to pay such Rental Payments shall be absolute and unconditional and is not subject to any abatement, set-off, defense or counter-claim for any reason whatsoever. Lessee hereby represents and warrants that it has funds available to pay the Rental Payments set forth on Exhibit B through the end of the current fiscal year ("First Appropriation Period"). Notwithstanding the foregoing,the obligation of Lessee to make payments hereunder is subject to the annual appropriation by Lessee in each successive Appropriation Period of funds ' sufficient to make the required Rental Payments hereunder for such Appropriation Period. Hence, after the First Appropriation Period, if Lessee has not appropriated sufficient funds to pay Lessor the Rental Payments due for the then current Appropriation Period an Event of Nonappropriation(an"Event of Nonappropriation")shall be deemed to have occurred. Lessee shall promptly deliver notice thereof to Lessor and shall endeavor to give such notice as soon as a decision of non-appropriation is made. Such notice shall state that the termination of this ' Agreement was caused by the failure of the Lessee to appropriate moneys to make Rental Payments due hereunder and that Lessee shall promptly, upon the effective date of such termination,return the Equipment at the expense of the Lessee, and as instructed by Lessor, as ' hereinafter provided. if an Event of Nonappropriation has occurred, this Lease shall terminate, in whole, but not in park, as to all Equipment, effective upon the last day of the fiscal year for which funds were appropriated. Upon termination of this Lease as provided in this Section, Lessee shall not be responsible for the payment of any additional Rental Payments coming due in succeeding fiscal years. Lessee shall then, at Lessee's expense, promptly return the ' Equipment to Lessor to such location as shall be specified by Lessor. Lessor may then sell or re- lease the Equipment with or without advertisement;,at public or private sale or leasing,without notice to Lessee, free of any of Lessee's interest, without any duty to account to Lessee for Lessor's actions or inaction or for any sale or re-lease proceeds. Any net proceeds of any sale or re-lease of the Equipment upon the occurrence of an Event of Non-Appropriation or as may ' otherwise be provided under this Agreement shall be applied in the following order of priority: first, to pay all of Lessor's costs, charges and expenses incurred in taking, holding, repairing, selling, leasing or otherwise disposing of the Equipment; then second, to the extent not previously paid by the Lessee, to pay Lessor all Rental Payments due under this Agreement through the termination date;then third, to pay the purchase option amount applicable as of the date of the then current Appropriation Period, as shown in the balance column on the debt service table set forth in Exhibit B;then fourth,to pay any remainder to Lessee. ' Page 2 of 11 ' THE RENTAL PAYMENTS ARE TO BE MADE ONLY FROM LESSEE'S LEGALLY AVAILABLE NON-AD VALOREM REVENUES BUDGETED AND APPROPRIATED ON AN ' ANNUAL BASIS, AND NEITHER LESSEE, THE STATE, NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY ANY SUMS DUE ' UNDER THIS AGREEMENT FROM THE COMPELLED LEVY OF AD VALOREM OR OTHER TAXES EXCEPT FROM THOSE LEGALLY AVAILABLE NON-AD VALOREM REVENUES BUDGETED AND APPROPRIATED BY LESSEE ON AN ANNUAL BASIS, AND NEITHER ' THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF LESSEE, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF ARE PLEDGED FOR PAYMENT OF SUCH SUMS DUE UNDER THIS AGREEMENT. ' 3. The Equipment: Lessee agrees and acknowledges that (i) Lessee has selected the Equipment to be acquired by Lessor and rented to Lessee, (ii) the Equipment is,and during the ' period of this Agreement shall remain,personal property to the Lessee, (iii) the Equipment will have a useful life in Lessee's hands that is substantially in excess of the initial term of this Agreement, and (iv) Lessee does not intend to sell, or otherwise dispose of, the Equipment ' during the term of the Agreement. Lessee may contact the seller of the Equipment directly, as Lessor's agent, to effect the acquisition of the Equipment. When Lessee accepts the Equipment, Lessee must deliver to Lessor an Acceptance Certificate. If the Equipment has not been identified on the date of this Agreement, the purchase amount shown in the balance column shown on Exhibit B shall be deposited in an account held pursuant to an escrow agreement to ' be entered into among Lessor, Lessee, and ID Bank, National Association, as escrow agent ("Escrow Fund"). The Lessee shall submit an invoice for the Equipment to Lessor and upon Lessor's approval of such invoice, Lessor shall cause the acquisition of the Equipment to be funded directly to the Equipment Vendor (as defined herein) out of moneys in the Escrow Fund. Alternatively, the Lessee shall submit to the Lessor an invoice for the Equipment and a check evidencing payment to the Equipment Vendor by the Lessee for such Equipment and upon Lessor's approval of such invoice and such evidence of payment, Lessor shall cause the Lessee to be reimbursed for the acquisition of the Equipment out of moneys in the Escrow ' Fund. However,upon acquisition of the Equipment, Lessee must execute and deliver to Lessor, an Acceptance Certificate, according to the provisions set forth in Section 1. Lessee may assert claims and rights that Lessor may have against any manufacturer of the Equipment as well as the agents or dealers of the manufacturer of any portion of the Equipment (the "Equipment Vendor"). 4. Title to the Equipment: During the term of this Agreement, legal title to all Equipment and any and all repairs, replacements, substitutions and modifications thereto for federal income tax and accounting purposes, for purposes of Section 7 hereof, and for all other ' purposes shall be in the name of Lessee. By paying the final rental payment due hereunder, Lessee shall be deemed to have exercised Lessee's option to maintain ownership of the ' Equipment after the term of this Lease, and upon such payment, Lessor shall be obligated to take any actions necessary to evidence the termination of any obligations of Lessee to Lessor hereunder. Following an Event of Default or an Event of Nonappropriation or upon other ' termination of this Agreement for any reason other than Lessee's rights under Section 5, title to Page 3 of 11 ' the Equipment will immediate) vest in Lessor and Lessee will surrender possession of the Eq P Y Equipment to Lessor. Lessee will promptly execute, or otherwise authenticate, and deliver to ' Lessor such further documents, instruments, assurances and other records, and take such further action as Lessor from time to time may 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 under such documents. ' 5. ReuggQRgon to Puri ase: Lessee, at its sole discretion, may refinance this Agreement at any time during the lease term. Lessee shall be entitled and shall have exercised its option to retain title to the Equipment: (a) upon payment in full of all Rental Payments in accordance with Exhibit B hereof and all other amounts due hereunder, or (b) upon written notice delivered at least thirty (30) days in advance of a proposed date (which shall be a date scheduled for payment of a Rental Payment) for payment and upon payment on such date of ' the prepayment price equal to all principal due and remaining unpaid and interest accrued to such date of prepayment,plus a prepayment fee of two percent(2%) of such principal due and remaining unpaid. ' When Lessee exercises its rights hereunder to retain title to the Equipment and Lessor shall have received all amounts due under this Agreement,then this Agreement shall terminate, ' and Lessee shall be deemed to have accepted such Equipment 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 the Equipment shall not be subject to further obligations of Lessee created by or arising through this Agreement. ' 6. Reamnsibilities for Regair and Maintenance: Lessee agrees to maintain the Equipment in good condition and make aII necessary repairs and replacements at Lessee's expense. Lessee agrees to maintain a maintenance log for the Equipment and permit Lessor to inspect the Equipment and the maintenance log(s). Lessee must have the Equipment serviced and repaired at Lessee's expense when servicing or repair is required within intervals not exceeding 125%of those recommended in the Equipment's owner's manual(s). 7. Tax Covenants: Lessee will not make or direct any use of the proceeds of the ' obligation provided herein or any other funds which will cause such obligation to be an "arbitrage bond" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended and the treasury regulations promulgated thereunder (the "Code"), to be "federally guaranteed" within the meaning of Section 149 of the Code or to be a "private activity bond" within the meaning of Section 141(a)of the Code. To that end, so long as any Rental Payments ' are unpaid, Lessee, with respect to such proceeds and such other funds, will comply with all requirements of such Code sections and all regulations of the United States Department of the Treasury issued thereunder to the extent that such requirements are,at the time, applicable and ' in effect. Furthermore, to the extent applicable pursuant to Section 148(f) of the Code, Lessee covenants to complete or cause to be completed all reporting requirements and rebate all ' positive arbitrage to the United States of America. Lessee covenants that the Equipment will be ' Page 4 of 11 used only for the purpose of performing one or more of Lessee's governmental or proprietary functions,and that the Equipment will not be used in a trade or business of any person or entity other than Lessee on a basis different from the general public. Lessee will not use or permit the use of the Equipment by any person for a"private business use" within the meaning of Section ' 141(b) of the Code in such matter or to such extent as would result in the inclusion of interest received hereunder in gross income for federal income tax purposes under Section 103 of the Code. Lessor and the Lessee agree to cooperate in performing all acts and things legally required or desirable in order to assure that the interest component of the Rental Payments will ' not be included in the gross income of Lessor or its assigns for federal income tax purposes. If any event shall occur so that the interest component of the Rental Payments become ' includible in the gross income for federal income tax purposes of the recipient of such Rental Payments(an"Event of Taxability"),the interest rate on the lease payments shall increase to the prime rate as published on the first day of the month in the Wall Street Journal plus two percent (2%) (the "Taxable Rate") from the date of the occurrence of the Event of Taxability. Lessee agrees to pay and indemnify Lessor for all interest,penalties,fines,additions to taxes, levied or assessed on the lease or Lessor as a result of the Event of Taxability. B. Lessee's Risk of Loss or DaMage: Lessee agrees to bear all risk of loss, damage, destruction or theft of the Equipment. Lessee must maintain insurance of the types and in the ' amounts not less than that set forth on Exhibit C, directing Lessee's insurance company to give Lessor a certificate showing Lessor as lender loss payee and an additional named insured. If Lessee does not maintain the required insurance, Lessor may obtain it and charge Lessee for it. Upon demand therefor from Lessor, Lessee agrees to immediately reimburse Lessor for all such costs and expenses of Lessor for obtaining said insurance. Lessee must give Lessor prompt notice of(1) the loss, theft or destruction of any part of the Equipment, (2) any damage to the Equipment exceeding$500, or(3) any claim arising out of the ownership,maintenance,storage or use of the Equipment. The parties will cooperate in deciding if insurance proceeds will be ' applied to the repair of the Equipment or to its purchase price. If Lessor receives insurance proceeds exceeding the amount of the purchase price shown on Exhibit B, plus the interest due ' thereon, or the amount required to complete agreed upon repairs to the Equipment, Lessor agrees to forward the excess proceeds to Lessee. ' 9. Indemnification: Except for the negligent acts or omissions of Lessor arising out of entering into this Agreement, including any misstatements of material fact, in connection with any transfer of this Agreement,because Lessee has selected the Equipment for Lessee's use and purposes, and because Lessee operates and maintains the Equipment, Lessee agrees, to the extent permitted by law of the State of Florida, to indemnify Lessor against any and all loss, damage, injury, claims, taxes (excluding Lessor's income taxes fees, Fines, penalties and expenses (including legal fees and expenses) of every kind that relate to the use, operation, ownership, edition or maintenance of the Equipment by Lessee. Lessee's obligation to ' indemnify Lessor will continue after termination of the Agreement as to all matters, except ' Page 5 of 11 those which arise from Lessofs (or anyone Lessor sells or re-leases the Equipment to) use, operation,ownership,condition or maintenance of the Equipment following termination. ' 10. No Wanrantr. LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES CONCERNING THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO ' MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE. THIS SECTION IN NO EVENT IS INTENDED TO AFFECT THE WARRANTIES OR REPRESENTATIONS CONTAINED IN ANY CONTRACT ENTERED INTO FOR THE ' ACQUISITION OF THE EQUIPMENT. ' 11. Termination: This Agreement will terminate: (1)upon payment of all amounts due hereunder by Lessee to Lessor for the term of this Agreement,(2)if there shall occur an Event of Nonappropriation, at the time set forth in Section 2, provided that Lessee has returned the ' Equipment and paid all amounts including interest thereon due and unpaid deriving from the Appropriation Period then in effect for which the Lessee has appropriated adequate funds, (3) upon Lessee's purchase or refinance of the Equipment under Section 5 and Lessee's payment of ' all amounts due including interest and any prepayment fee due hereunder, (4) at Lessor's option if Lessee defaults as described in Section 12, or(5)if all or any portion of the Equipment has been lost, stolen or damaged beyond repair, upon Lessor's receipt of insurance proceeds ' covering the purchase price of the lost,stolen or damaged Equipment and the remittance of any excess proceeds as indicated in Section 8 above. When this Agreement terminates, if Lessee has not paid to Lessor all amounts due hereunder, Lessee must, at Lessee's expense, return the Equipment to Lessor at the address specified by Lessor, in as good condition as when Lessee received it, ordinary wear excepted. Lessee must remove all signs and markings and make all ' repairs(other than for ordinary wear)requested by Lessor. If Lessee does not,Lessor may do so and charge Lessee for it. Lessor may sell or re-tease the Equipment with or without advertisement, at public or private sale or leasing, without notice to Lessee, free of any of Lessee's interest, without any duty to account to Lessee for Lessor's actions or inaction or for any sale or re-lease proceeds. Any net proceeds of any sale or re-lease of the Equipment upon the occurrence of an Event of Non-Appropriation or as may otherwise be provided under this ' Agreement shall be applied in the following order of priority:first, to pay all of Lessor's costs, charges and expenses incurred in taking, holding, repairing, selling, leasing or otherwise disposing of the Equipment;then second,to the extent not previously paid by the Lessee,to pay Lessor all Rental Payments due under this Agreement through the termination date;then third, to pay the purchase option amount applicable as of the date of the then current Appropriation ' Period, as set forth in Exhibit B; then fourth, to pay any remainder to Lessee. No prepaid interest will be rebated to Lessee upon termination. 12. Default The following constitute "Events of Default' under this Agreement: (a) failure by Lessee,other than due to an Event of Non-Appropriation,to pay any Rental Payment or other payment required to be paid hereunder within three days of when such amounts are due;or(b) failure by Lessee to maintain insurance on the Equipment in accordance with Section 8;or(c)failure by Lessee to observe and perform any other covenant,condition or agreement on ' its part to be observed or performed for a period of fifteen(15)days after written notice is given ' Page 6 of 11 ' to Lessee by Lessor, specifying such failure and requesting that it be remedied; provided, however, that if the failure stated in such notice is capable of being cured but cannot be ' corrected within such fifteen (15)day period,Lessor will not unreasonably withhold its consent to an extension of such time for so long as Lessor shall deem reasonable if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; or (d) initiation by Lessee of a proceeding under any federal or state bankruptcy or insolvency law seeking relief under such laws concerning its indebtedness; or (e) the determination by lessor that any representation or warranty made by Lessee in this Lease was untrue in any material respect upon the execution hereof. If any such Event of Default occurs, Lessor, by written notice to Lessee, may declare this Agreement in default and demand that Lessee pay all unpaid Rental Payments payable by Lessee pursuant to the Agreement and other amounts payable by Lessee due hereunder to the end of the then current Appropriation Period. The Equipment must then be returned to Lessor (as directed and at the address specified by ' Lessor)at Lessee's expense, and the Equipment and all Lessee's rights therein shall be deemed surrendered to Lessor. Upon declaration of an Event of Default, Lessor may repossess the Equipment with or without process of law, and for the purposes may enter upon any of Lessee's premises or othe 's premises,wherever the Equipment may be found, without liability therefor. Lessor may recover from Lessee any unpaid amounts due or to become due for the remainder of the then current Appropriation Period, together with all expenses, including attorney's fees and legal expenses(to the extent permitted by law)incurred by Lessor to enforce its rights hereunder. The repossession and sale of the Equipment shall not affect Lessor's right 1 to recover from Lessee all damages which Lessor has suffered because of Lessee's breach. Lessor may sell or release the Equipment with or without advertisement, at public or private sale or leasing, without notice to Lessee, free of any of Lessee's interest, without any duty to account to Lessee for Lessor's actions or inaction or for any sale or re-lease proceeds. Any net proceeds of any sale or re-lease of the Equipment upon the occurrence of an Event of Non- Appropriation or as may otherwise be provided under this Agreement shall be applied in the following order of priority: first, to pay all of Lessor's costs, charges and expenses incurred in taking, holding, repairing, selling, leasing or otherwise disposing of the Equipment; then ' second,to the extent not previously paid by the Lessee, to pay Lessor all Rental Payments due under this Agreement through the termination date; then third, to pay the purchase option amount applicable as of the date of the then current Appropriation Period, as set forth in ' Exhibit B; then fourth;, to pay any remainder to Lessee. If Lessor is unable to repossess any Equipment after a default, the Equipment shall be deemed to have suffered a total loss compensable under Section 8. Subject to the next sentence,Lessor may take whatever action at ' law or in equity may appear necessary or desirable to enforce its rights under such Lease. Lessor and the Lessee acknowledge that: (i) this Agreement is not intended to create a ' mortgage of or a security interest in the Equipment as proscribed by Nohrr v.Brevard County Educational Facilities Authority,247 So.2d 3H(Fla. 1971);and(ii)Lessor may not exercise any foreclosure-type remedies if an Event of Default occurs,State v. Brevard County_, 539 So. 2d 461 ' (Fla.1989),notwithstanding any provisions to the contrary in this Agreement. Page 7 of 11 ' 13. Liens: This Equipment must be kept free of all liens and encumbrances at all times. 14. Limitation on Assignment:� The Lessee may not assign or sublease this Agreement or any interest in it or the Equipment without Lessor's prior written consent and a written opinion of nationally recognized bond counsel to the effect that any such assignment or ' sublease of this Agreement or any interest in it or the Equipment will not adversely effect the exclusion of the interest component of the Rental Payments from gross income for federal income tax purposes. In no event may Lessee assign or sublet this Agreement or any interest in it or the Equipment to a non-governmental entity. Lessor may assign or sell its interest under this Agreement, in whole or in part, without Lessee's consent, but the assignment will not be effective until Lessee has received notice disclosing the name and address of assignee and information sufficient to enable Lessee to meet the requirements of Section 149(a) of the Code. Lessee shall be provided with written notice of Lessor's assignment;provided, however, Lessee ' shall continue to submit Rental Payments to Lessor until it receives such notice. During the term of this Agreement, Lessee shall keep a complete and accurate register of all such assignments in form necessary to comply with Section 149(a)of the Code. ' 15. Late Charms If Lessee does not pay Rental Payments due under this Agreement on their due date, Lessor may charge Lessee a late fee of $5.00 or 5% of the amount that is late, whichever is more; provided that, in no case shall amounts be charged hereunder if such amounts are treated as interest and the rate of such interest exceeds the maximum amount allowable by law. 16. Exhibits: Exhibits A through H attached hereto are part of this Agreement, ' incorporated herein by reference,and must be executed by Lessee,where applicable. 17. Other Terms: This Agreement constitutes the entire agreement between the parties ' as to the subject matter it covers and may not be changed except by a written agreement signed by Lessee and Lessor. If any part of this Agreement is or becomes invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect the other or ' remaining provisions hereof. This Agreement and all rights and actions arising under it shall be governed by the laws of the State of Florida. No waiver, consent, modification or change of terms of this Agreement shall bind either party unless received in writing signed by both parties, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. This Agreement may be executed in several ' counterparts. All notices must be addressed to the parties at their addresses shown on Exhibit B, or at another address specified by either party in writing and shall be deemed given when delivered or mailed by registered mail,postage prepaid.To the extent applicable,Lessee hereby waives any and all rights and remedies granted Lessee by Sections 508 through 522 of Article 2A of the Uniform Commercial Code including,by way of example only and not as a limitation, the right to repudiate this Agreement and reject the Equipment; the right to cancel this ' Agreement; the right to revoke acceptance of the Equipment; the right to grant a security interest in the Equipment in Lessee's possession and control for any reason;the right to recover damages thereunder for any breach of warranty or for any other reason deduct all or any part of Page 8 of 11 the claimed damages resulting from Lessor's default, if any, under this Agreement; the right to accept partial delivery of the Equipment; the right to "cover"by making any purchase or leases ' of or contract to purchase or lease Equipment in substitution for those due from Lessor, the right to recover any general, special, incidental or consequential damages, for any reason whatsoever; and the right to specific performance, replevin, detinue, sequestration, claim and delivery and the like for the Equipment. The waivers contained herein shall not constitute a waiver by Lessee of any of its rights or remedies against the Equipment Vendor and/or ' manufacturer of the Equipment. 18. Lessee Representations and Warranties: Lessee hereby represents, warrants and covenants to Lessor the following with respect to this Agreement as of the date Lessee executes the Acceptance Certificate: (a) Lessee is duly organized and validly existing under the laws of the State of Florida, with adequate power and capacity to enter into this Agreement, all ' documents related to the purchase of the Equipment and any other documents required to be delivered in connection with this Agreement or the Equipment (hereinafter "Documents"); (b) the Documents have been duly authorized, executed and delivered by Lessee and constitute ' valid, legal and binding agreements, enforceable in accordance with their respective terms, except to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws; (c) no approval, consent or withholding of objections is required from any federal,state or local governmental authority or instrumentality with respect to the entry into or performance by Lessee of the Documents, except such as have already been obtained;(d)the entry into and performance by Lessee of its obligations under the Documents will not(i)violate any judgment,order,law or regulation applicable to Lessee or(ii) result in any breach of, constitute a default under or result in the creation of any lien, charge, ' security interest or other encumbrance upon any item of the Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than this Agreement or any purchase money security interest retained by any supplier) to ' which Lessee is a party;and (e)there are no suits or proceedings pending or threatened in court or before any regulatory commission, board or other administrative governmental agency against or affecting Lessee, which will have a material adverse effect on the ability of Lessee to fulfill its obligations under this Agreement; and (0 lessee has complied with all statutes, laws, regulations and PAgreement procedures in entering into this and the matters contemplated hereby. 19. Lessor Representations and Warranties.Lessor represents,covenants and warrants as following. a) Lessor is a corporation duly organized,existing and in good standing under the laws ' of the State of New jersey and is authorized to do business in the State of Florida;has full and complete power to enter into this Agreement;to enter into and to carry out the transactions contemplated by it hereby and thereby and to carry out its obligations under this Agreement,is possessed of full power to own and to hold real and personal property and to lease the same, and has duly authorized the execution and the ' Page 9 of 11 delivery of this Agreement, and all other agreements, certificates and documents contemplated hereby and thereby. ' b) Neither the execution and the delivery of this Agreement,nor the fulfillment of or the compliance with the terms and the conditions thereof, nor the consummation of the transactions contemplated hereby and thereby conflicts with or results in a breach of the terms, the conditions or the provisions of any restriction, any agreement or any instrument to which Lessor is now a party or by which Lessor or its property is bound, constitutes a default under any of the foregoing that results in the creation or the imposition of any lien, charge or encumbrance whatsoever upon any of the property or the assets of Lessor or upon the Equipment. 20. Financing In consideration for and upon the execution of this Agreement, Lessor hereby agrees to pay to the Lessee the amount of $1,005,854.94 which will be deposited in a separate project account which will be maintained by the Lessee (subject to the provisions of Section 3 hereof)for the purchase of the Equipment and related costs. 21. Conditions of Closing Prior to payment to Lessee as stated in Section 20, Lessor shall receive the following: ' a) this Agreement executed by Lessee and Lessor; b) an executed Exhibit B to this Agreement; Ic) an executed Insurance Coverage Requirements Certificate, a form of which is attached hereto as Exhibit C; ' d) an executed Acceptance Certificate,a form of which is attached hereto as Exhibit D; e) a duly adopted resolution of Lessee, in form and substance acceptable to Lessor and including those matters set forth in Exhibit E hereof; f) an executed Certificate of Lessee,a form of which is attached hereto as Exhibit F; ' g) an executed Arbitrage and Tax Certificate, a form of which is attached hereto as Exhibit G for New Money Projects; ' h) an opinion of counsel to Lessee,substantially in the form of the opinions set forth in Exhibit Et i) for any Equipment that are motor vehicles, properly completed certificates of title for ' such vehicles; 1) an executed Form 8038-G; ' k) an executed escrow agreement, if required under the provisions of Section 3 hereof; and ' 1) any and all opinions, certificates, instruments, financing statements or other documents as Lessor may request to evidence compliance with the agreements to be performed and all conditions to be satisfied under this Agreement. ' Page 10 of 11 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the date first set forth above. LESSOR TD EQUIPMENT FINANCE,INC. 1 1 By. Name: Charles Fi ddo Title: Operations Manager LESSEE. CITY FLORIDA SS C OF DANIA BEA CH, By: ' Name: Robert BaIdwin Title: City Manager JURISDICTION: County of Broward,,State of Florida 1 1 t ' j255Nffi05,PD0433MD0Cv5j Page 11 of 11 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the date first set forth above. ' LESSOR: TD EQUIPMENT FINANCE,INC. ' By: Name: Charles Fiumefreddo ' Title: Operations Manager ' LESSEE: CITY OF DANIA BEACH,FLORIDA ' By: Na WRobert Baldwin Title: City Manager JURISDICTION: County of Broward,State of Florida r jY8899A0 W433W8.DOCv5j ' Page 11 of 11 i EXHIBIT A EQUIPMENT ' DesWytion Value 1 Pierce Velocity Aerial 75'Heavy Duty Ladder $758,795.00 ' 1 5-year Extended Warranty 28,300.00 1 Various Related Equipment 218,759.94 Total: $1,005,854.94 1 I A-1 ' EXHIBIT B ' TERMS 1. The Equipment which is the subject of the Lease Purchase Agreement is more fully ' described in Exhibit"A"to the Lease Purchase Agreement. 2. Fixed Interest Rate: 3.279%calculated on a 30-day/360 year basis 3. Principal Amount: $1,005,854.94 ' 4. Dated Date: May 21,2010 5. Debt Service: Date Payment Interest Principal Balance Loan 05/21/2010 1,005,854.94 1 10/15/2010 13,352.64 13,352.64 0.00 1,005,854.94 2 10/15/2010 100,585.49 0.00 100,585.49 905,269.45 2010 Totals 113,938.13 13,352.64 100,585.49 3 04/15/2011 14,941.36 14,941.36 0.00 905,269.45 ' 4 10/15/2011 14,941.36 14,941.36 0.00 905,269.45 5 10/15/2011 100,585.49 0.00 100,%5.49 804,683.96 2011 Totals 130,468.21 29,882.72 100,585.49 6 04/15/2012 13,281.21 13,281.21 0.00 804,683.% 7 10/15/2012 13,281.21 13,281.21 0.00 804,683.96 ' 8 10/15/2012 100,%5.49 0.00 100,585.49 704,098.47 2012 Totals 127,147.91 26,562.42 100,585.49 9 04/15/2013 11,621.06 11,621.06 0.00 704,098.47 10 10/15/2013 11,621.06 11,621.06 0.00 704,098.47 11 10/15/2013 100,585.49 0.00 100,585.49 603,512.98 ' 2013 Totals 123,827.61 23,242.12 100,585.49 12 04/15/2014 9,960.91 9,960.91 0.00 603,512.98 13 10/15/2014 9,960.91 9,960.91 0.00 603,512.98 14 10/15/2014 100,585.49 0.00 100,585.49 502,927.49 2014 Totals 120,507.31 19,921.82 100,585.49 ' 15 04/15/2015 8,300.75 8,300.75 0.00 502,927.49 16 10/15/2015 8,300.75 8,300.75 0.00 502,927.49 ' 17 10/15/2015 100,585.49 0.00 100,585.49 402,342.00 2015 Totals 117,186.99 16,601.50 100,585.49 B-1 ' 18 04/15/2016 6,640.60 6,640.60 0.00 402,342.00 19 10/15/2016 6,640.60 6,640.60 0.00 402,342.00 ' 20 10/15/2016 100,585.50 0.00 100,%5.50 301,75650 2016 Totals 113,866.70 13,281.20 100,%5.50 ' 21 005/2017 4,980.45 4,980.45 0.00 301,756.50 22 10/15/2017 4,980.45 4,980.45 0.00 301,756.50 23 10/15/2017 100,585.50 0.00 100,585.50 201,171.00 2017 Totals 110,546.40 9,960.90 100,585,50 24 04/15/2018 3,320.30 3,320.30 0.00 201,171.00 ' 25 10/15/2018 3,320.30 3,320.30 0.00 201,171.00 26 10/15/2018 100,585.50 0.00 100,585.50 100,%5.50 2018 Totals 107,226.10 6,640.60 100,58550 ' 27 04/15/2019 1,660.15 1,660.15 0.00 100,58550 28 10/15/2019 1,660.15 1,660.15 0.00 100,58550 ' 29 10/15/2019 100,585.50 0.00 100,58550 0.00 2019 Totals 103,905.80 3,320.30 100,58550 Grand Totals 1,168,621.16 162,766.22 1,005,854.94 6. The Equipment will be located at: Items(a)and (b)of Exhibit A: 102 West Dania Beach Boulevard ' Dania Beach,Florida 33004 7. Address of Lessee,for notification purposes,is: Louise Stilson,City Clerk City of Dania Beach,Florida ' 100 West Dania Beach Boulevard Dania Beach,Florida 33004 Phone:(954)-924-6800 x.3624 With a copy to: Mark Babes,Finance Director City of Darda Beach,Florida ' 100 West Dania Beach Boulevard Dania Beach,Florida 33004 Phone:(954)-924-68M x3620 1 ' B-2 8. Address of TD for notification purposes,is: TD Equipment Finance,Inc. 2070 Chain Bridge Road,Suite 145 ' Vienna,Virginia 22182 Acknowledged and Accepted: ' LESSEE:CITY OF D BEACH,FLORIDA ' By: W e! ko Baldwin Title• City Manager Ca M er 1 ' B-3 EXHIBIT C ' INSURANCE COVERAGE REQUIREMENTS CERTIFICATE 1. In accordance with Section 8 of the Lease Purchase Agreement✓ we have instructed the ' insurance agent named below (please fill in name, address, contact person, telephone and facsimile numbers). ' [INSERT INSURANCE AGENT INFORMATIONI to issue: a. All Risk Physical Damage Insurance on the leased Equipment(as defined in the Agreement)evidenced by a certificate of Insurance and Long Form ' Lender Loss Payable Clause naming Lessor"and/or its assigns"as Lender Loss Payee. b. Public Coverage Required: $1,000,000.00 per person $1,000,000.00 aggregate bodily injury liability $1,000,000.00 property damage liability OR 2. We are self-insured for all risk physical damage, and public liability and will provide proof of such self-insurance in letter form together with a copy of the statute authorizing ' this form of insurance. ' 3. Proof of insurance coverage as provided in Section 1 or 2 of this Exhibit C will be provided to TD prior to the time that the Equipment or Unit thereof is delivered to us. ' Certified this 21st day of May,2010 LESSEE: F D NIA BEACH,FLORIDA By-- CA N : RdY=4 Baldwin ' Title: City Manager C-1 1 CERTIFICATE OF COVERAGE ISSUED ON: 5/4/2010 covnAGE Pxaviwo BY:PREFERRED GOVERNMENTAL INSURANCE TRUST ' PACKAGE AGREEMENT NUMBER:PIEWL1006100109-08 COVERAGE PERIOD:IOAl2M TO WIWI 12:01 AM COVERAGES:This is to cardy tat to agresmerlt bdow has been Issued to an doo gamed member for On oweraye period 41dkx4d.NoWlthelanding any mWim nent,1a n or eorl10ron d any aaarad or odler doanlent w1h reaped lo which Ibis oo-11 a may be issued or may pertain,pie coverage sitorded by the agreement desaibed herein subject to a8 ft Mn.Mcbulona and mndWora of SUCK agreernant. Mail to:Certificate Holder Desigmated Member TD Egoip seat Flushes,lac. CNy of Dante BmaaCh 2970 Cbaim Bridge Road,Smite 145 100 West Danis Bosch Blvd Vienna,VA 22182 ' Dante Beach,FL 33004 LIABILITY COVERAGE WORKERS'COMPENSATION COVERAGE X Coryrebeasive General Liability,Bodily Injury,Property Damage WC AGREEMENT NUMBER: and Persons!Injury limit S 1,000,000/$2,000,000 $0 Deductible Self Too"We.kei 'Compensation X Public Offldsh Liability Limit SI,000,000 515,000 Deductible Statutory Workers'Compemadom X Employment Prsctim Liability Limit S 1,000,000 SI0,000 Deductible Employers Lability X Employee Remetfts Liability Each Accident By Disease Limit$1,000,000/S2,000,000 Aggregate Disease ' Law Eafercemeat Limb" Limit PROPERTY COVERAGE AUTOMOBILE COVERAGE ' X Buildings&Personal Property Automobile UabffW Per scbeduk on file with $2,5W Deductible Limit$1,000,000 50 Deductible TrusFLimit X All Owned Abu See ems'age axpreA ewfor drtatb on wnw(JW4 and od Specifically Described Autos akdreribla. X Rented,Borrowed and Leased EquipmentX N X Non-Owned Autos n-Owned Autos limit$50,000 TIV See Sebedule for Deductible Li Auto X All osier Ward Marine AutomobilePhysical Damage ' X Limit 52,3 ,l14 TIV Sex Schedule for Deductible Com X Collissionion See Schedule for Deductible See e Schedule for Deductible X Hired Auto with limit of$35,000 Garage Keepers Liability Limit Liability Deductible Comprdfmhsive Deductible Collision Deductible NOTE.Tho 1kn1tof HaWky is$100,000 godly I rOury arhOtor Pmporty Damage per person or WW,000 Body injury andror Property Damage per occurrence, Thew spseilie llmns d IWttllty are kroromad to shale shown above per am menoe,solely for guy eabW rovAng from entry of a daMs bil pursuant to Sectlon YW25(5) fl OO Sahrtn or I ety I F c-, pursuers to Federal law of actions outside the SONe d Florida. Descrodon ereperesonst.L6eatlanl veMdoompsaw moms: VM mospects to i 2010 PfW VNodly FIm Truck,VIN 4PICVDIHGAA0100l5. 7husevoinoarylrwrf&yMWM1%Wir4WW,MWimrasamrp/atrndpasr&QajadNairdbJ�u+a !• ' This oerlII ' is Would as a rneI of information only and confers no rights Lyon 1a car i0eate holder.Thin certNcale does nor amend.ehderh'or alter the coverage afforded by then agreement above. Adroinhtrator cANCELLATLama PvbNo Risk UnderwrilermO swoao AwY PARTaFTm Asove orsa menA0R9Daa+T KCANcuim eumt THE LIPPAWN DATE +�- ThlEeenP,2 WDAa®WIW1NWw F RWWgCETaaRMILLrrD[AYGare 00TW ATE &M P.O.toot 9iti4% NorrcR a uoATs orernew rimier rea temr.PAYmaarrar PaewnaL.To rare cereTaPhcATs rrn.oXs Lake Mary.FL32795.HO wAmaoAWKsL.TPAs MToMAILS=NvntssuAua►aswooeuwrwwoauAaaavaANY Xnat tRON THE PaOWK ns AMM OR PURAeNrAlWn. Producer Public Risk klem►amee Agency P.O.Box 206 DaytonaBasch,Ft>f2f15 !.._�..—..._......._.__...»_._...,. _�.._....._._...............».__.._.. _ ..._.....__............_.__..__ t AUFHORiZED REPRESENTATIVE ' PGRCERT(1[/09)PRIKfPtJW 1/412010 EXHIBIT D ACCEPTANCE CERTIFICATE tThe undersigned, CITY OF DANIA BEACH, FLORIDA, as Lessee under the Lease Purchase Agreement(the"Agreement")numbered 40066738,with TD EQUIPMENT FINANCE, INC., Lessor, acknowledges receipt in good condition of a fire truck and related equipment described in Exhibit"A"attached to the Agreement,a copy of which is attached hereto. The undersigned officer of Lessee hereby reaffirms in all respects the provisions relating to arbitrage contained in the Agreement, and represents that, to the best of his or her knowledge,information and belief,the expectations therein expressed were reasonable as of the date on which they were made,and are reasonable as of this date, and that there were, and are as of this date, no facts, estimates or circumstances other than those expressed therein that would materially affect the expectations expressed therein. 1 Certified this 21st day of May,2010: LESSEE: F DA NIA BEACH FLORIDA 1 By. Nam . Ro Baldwin Title: City Manager 1 D-1 ' EXHIBIT E MATTERS TO BE INCLUDED IN RESOLUTION OF GOVERNING BODY Name: Date: ' At a duly called meeting of the governing body of Lessee(as defined in the Agreement) held on J 2010 the following resolution was introduced and adopted. WHEREAS the governing body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment described in the Lease Purchase Agreement presented at this meeting,and ' WHEREAS, the governing body of Lessee has taken the necessary steps, including g any legal bidding requirements, under applicable law to arrange for the acquisition of such Equipment. WHEREAS, the Lessee does not reasonably anticipate that the amount of qualified tax- exempt obligations to be issued by it in the calendar year ending December 31,2010,will exceed $30,000,000; BE IT RESOLVED, by the governing body of Lessee that the terms of said Lease Purchase Agreement are in the best interests of Lessee for the acquisition of such Equipment, and the governing body of Lessee designates and confirms the following persons to execute and deliver, and to witness (or attest), respectively, the Lease Purchase Agreement and any related documents necessary to the consummation of the transactions contemplated by the Lease ' Purchase Agreement. BE IT RESOLVED,by the governing body of Lessee that the Lessee designates the Lease ' Purchase Agreement as a"qualified tax-exempt obligation", as defined in and for the purposes of Section 265(b)(3)of the Internal Revenue Code of 1986,as amended. By: Title By. Title 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 above and foregoing Lease Purchase Agreement is the same as presented at said meeting of the governing body of Lessee. ' Clerk Date ' [SEE RESOLUTION] E-1 EXHIBIT F ' CERTIFICATE OF LESSEE The undersigned, CITY OF DANIA BEACH, FLORIDA, duly authorized representative ' of the named Lessee under that certain Lease Purchase Agreement May 21, 2010 with TD EQUIPMENT FINANCE, INC as Lessor (the "Agreement") hereby certifies as follows and in ' accordance with the requirements of the Agreement. Capitalized terms used herein have the same meaning as in the Agreement: ' A. INCUMBENCY OF OFFICERS AND SIGNATURES: I hold the position noted under my signature, and I have all the authority necessary to ' execute and deliver this Certificate. The following officers of Lessee are duly elected or appointed, and their signatures are true and correct,and where required, have been filed with the ap rop . to officials of the State: i +aturl Signature 1 Name: Robert Baldwin Name: Mark Bates t� Title: City Manager Title: Finance Director ' B. ESSENTIAL USE: 1. The Equipment will be used by the Lessee for the specific purpose of: public safety. ' 2. The Equipment is essential for the functioning of Lessee and is immediately needed by Lessee. Such need is neither temporary nor expected to diminish during the term of the ' Lease. The Equipment is expected to be used by Lessee for a period in excess of the term of the Lease. 3. Funds are expected to come from the General Fund of Lessee. This certificate is based upon facts, circumstances,estimates and expectations of Lessee as of the date on which the Agreement was executed, and to the best of my knowledge and belief, as of this date, such facts, circumstances and estimates are true and correct and such expectations are reasonable. F-1 ' IN WITNESS WHEREOF,I have executed and delivered this certificate as of the 21st day of May,2010. WITNESS: Stil Louise n CMC Cityerk � s• Signature Name&Title •s �a 1 /4TE0 1 i 1 i 1 1 1 1 1 ' F-2 EXHIBIT G ' ARBITRAGE AND TAX CERTIFICATE I, Mark Babes,hereby certify that I am the duly qualified Finance Director of the City of Dania Beach, in the County of Broward, Florida ("Lessee"), and HEREBY CERTIFY TO THE BEST OF MY KNOWLEDGE AND BELIEF as follows: i 1 I. GENERAL. ' 1.1. The Lease. I am charged with the responsibility of executing a Lease Purchase Agreement(the"Lease")with TD Equipment Finance, Inc. ("Lessor"),dated as of May 21, 2010 ' in the principal amount of$1,005,854.94. The Lease provides the Lessor with certain rights to receive Rental Payments, consisting of a principal portion and an interest portion, and with certain other rights under the lease. All initially capitalized terms used herein and net ' otherwise defined shall have the meanings set forth in the Lease. 1.2. Amount Deemed Received Under the Lease. The Lessee is deemed to have ' received$1,005,854.94. 1.3. The Lease Approval. The Lessee is authorized to enter into the Lease pursuant to the Constitution and Laws of the State of Florida and certain proceedings of the governing body of the Lessee. 1.4. Tykes of Proceeds. The proceeds from the Lease will consist of sale proceeds. ' 15. Reg&lions. References to Regulations mean the Treasury Regulations promulgated under Section 103, and Sections 141 through 150 of the Internal Revenue Code of 1986,as amended(the"Code"). ' 1.6. Defined T'emas. The following terms have the meanings ascribed to them in the Regulations (and the Code, where indicated) unless the context hereof clearly required otherwise: (a) available amount,§1.148-1(b); (b) bona fide debt service fund,§1.148-1(b); (c) bond year, §1.148-1(b); (d) capital expenditure,§1.150-1(b); (e) computation date,§1.148-3(e); 1 (f) fair market value,§1.148-5(d)(6); i G-1 1 (g) gross proceeds,§1.148-1(b); ' (h) investment,§1.148-1(b); (i) investment proceeds,§1.148-1(b); 0) investment property,§148(b)(2); ' (k) investment-type property,§1.148-1(e)(2); (1) issue,§1.150-1(c); 1 (m) net sale proceeds,§1.148-1(b); ' (n) nonpurpose investment,§1.148-1(b); (o) nonpurpose receipts,§1.148-3(d)(2); ' (p) proceeds,§1.148-1(b); (q) rebate amount,§1.148-3(b); (r) rebate requirements,§1.148-3; ' (s) related party,§1.150-1(b); ' (t) replacement proceeds,§1.148-1(c); (u) sale proceeds,§1.148-1(b); (v) sinking fund,§1.148-1(c)(2);and ' (w) yield,§1.148-1(b). II. PURPOSE OF ISSUE. 2.1. Pulu pose of the Lease. The Lease is being executed to provide $1,005,854.94 to finance the Equipment set forth in Exhibit A to the Lease(the"Project"). ' 2.2. No Investment TY1?�Property. Unless expressly permitted herein,no portion of the proceeds derived from the Lease will be used to finance "investment property" or ' "investment-type property"with a yield in excess of the yield under the Lease. 2.3. N ance. The proceeds derived from the Lease do not exceed the ' amount that is required for the purposes described in Section 2.1 above. ' G2 ' 2A. No Reimbursement. None of the proceeds derived from the Lease will be used to reimburse the City for any costs paid 60 days prior to December 8, 2009, which is the date ' that the City Commission declared the City's official intent to reimburse itself for certain costs of the Project from the proceeds of a lease purchase financing. 2.5. No Refunding. No portion of the proceeds of the Lease will be used, directly or indirectly,to refund another issue. 2.6. No Hedge Bonds. Not more than 50% of the proceeds of the Lease will be invested in nonpurpose investments having a substantially guaranteed yield for four years or ' more within the meaning of Section 149(g)(3)(A)of the Code,and at least 85% of the spendable proceeds of the Lease will be used to carry out the governmental purposes of such issue within the three year period beginning on the date hereof. The Lease does not constitute a "hedge ' bond"within the meaning of Section 149(g)of the Code. 2.7. No Replacement Proceeds. (a) Other than the proceeds of the Lease, the Lessee has on hand no funds that(i)could legally and practically be used for the governmental purposes for which the Lease ' is being issued that are not pledged,budgeted,earmarked or otherwise necessary to be used for other purposes,or(ii)would be used for the governmental purposes of the Lease if the proceeds of the Lease were not used or to be used for such purpose. ' (b) The Lessee does not reasonably expect that (i) the term of the Lease (which has a weighted average maturity of 5.766 years) will be longer than reasonably necessary for the governmental purposes of the Lease, and (ii) there will be available amounts during the period that the Lease remains outstanding longer than necessary. t (c) No portion of the proceeds of the Lease will be used directly or indirectly (i) to replace funds of the Lessee or other agency, department, or division of the Lessee that could be used for the Project,or(ii)to replace any proceeds of any prior issuance of obligations by the Lessee or other agency,department or division of the Lessee. ' 2.8. NR Private Business Use of Project. (a) Not more than five percent(5%)of the proceeds of the Lease will be used, ' directly or indirectly,in whole or in part, in any activity carried on by any person other than a state or local governmental unit. Use of the proceeds includes (i) ownership of the Project, (ii) actual or beneficial use of the Project pursuant to a lease or a management, incentive payment ' or output contract,or(iii) any other similar arrangement,agreement or understanding,whether written or oral. The payment of the principal of or the interest on more than five percent (5%) of the Lease will not be,directly or indirectly, (i)secured by any interest in(A)property used or ' to be used in any activity carried on by any person other than a state or local governmental unit, or(B)payments in respect of such property;or(ii)derived from payments(whether or not by or ' to the Lessee), in respect of property, or borrower money, used or to be used in any activity ' G3 carried on by any person other than a state or local governmental unit. For purposes of this paragraph (a), persons (other than a state or local governmental unit) using such proceeds on ' the same basis as the general public shall not be taken into account. (b) None of the proceeds of the Lease will be used, directly or indirectly, to ' make a finance loans to persons other than a state or local governmental unit. (c) No proceeds of the Lease will be used to make grants to any person. ' III. SOURCE AND DISTRIBUTION OF FUNDS. 3.1. proceeds Derived from the Lease. The proceeds derived from the Lease are $1,005,854.94 which constitute the"proceeds"for purposes of this Certificate. ' 3.2. Dgpgsit of Proceeds to the Purchase Fund. The proceeds will be deposited in an account of the Lessee and will be applied for the costs of the Project. ' 3.3. Use of Proceeds. The Lessee will use the proceeds only for capital expenditures in connection with the Project. Such proceeds are not expected to be used to repay, at maturity or otherwise, any indebtedness of the Lessee. The proceeds will be used to pay all or a portion ' of the costs of the Project within three(3)years from the date hereof. The Lessee certifies that: (a) It reasonably expects that at least 85% of the net sale proceeds of the ' Lease will be expended on the Project within three years after the date hereof; ' (b) It reasonably expects to incur within 6 months from the date of issue hereof a substantial binding obligation (not subject to contingencies within the Lessee's or a related party's control) to a third party to expend at least 5% of the net sale proceeds of the ' Lease an the Project;and (c) It reasonably expects the completion of the Project, and the allocation of ' net sale proceeds of the Lease to expenditures,to proceed with due diligence. The proceeds of the Lease deposited into the account of the Lessee may be invested without regard to yield restriction until three years from the date hereof in accordance with Regulations Section 1.148-2(e)(2)and thereafter at a yield not materially higher(1/8 of one percentage point) than yield on the Lease,unless the requirements of Treas.Reg. § 1.148-5(c) are met with respect ' to yield reduction payments. 3.4. No Reserves. No reserve account has been established by the Lessee. 3.5. No f Issuance. None of the proceeds will be used to pay the costs Costs o ce incurred by the Lessee in connection with the authorization of the Lease. 3.6. Investment imitation on Sulking Fund Proceeds. Amounts treated as proceeds of the Lease because they are accumulated in any sinking fund for the Lease shall be invested G-4 without regard to yield restriction for a period of thirty (30) days beginning on the date of accumulation,and thereafter shall be invested at a yield not in excess of the yield on the Lease. ' 3.7. No Other Funds or Accounts. There are no other funds or accounts that are reasonably expected to be used to pay rents under the Lease or that are pledged to the Lease, ' and for which there is reasonable assurance that amounts on deposit therein will be available to pay rents on the lease if the Lessee encounters financial difficult. ' 3.8. Investment of Proceeds Derived from the Lease. The Lessee covenants that any and all investment proceeds earned on gross proceeds in excess of the yield under the Lease ' will be held and set aside for rebate to the federal government. Such amount shall be calculated in the manner and paid at the times required by the provisions of the Regulations. IV. TERMS OF THE LEASE AND AL TION OF YIELD,4.1. Jerms of the Lease and Method for Cgmputing Yield, The dated date,the date of ' maturity and the rate of interest of the Lease are as shown in the Lease, which by this reference is made a part hereof as if set forth in full herein. When used in computing the present worth of all payments of principal and interest to be paid on the Lease,produces an amount equal to the purchase price thereof. 4.2. Computation of Purchase Price. The Purchase Price of the Lease (as defined in ' section 4.4 below) is the product of arm's length negotiations between the Lessor and the Lessee,who are unrelated parties. The Lessor has indicated that is does not intend to reoffer the Lease. 4.3. No Insurance. No insurance has been obtained for the Lease. 4.4. The Purchase Price. The Purchase Price under the Lease is $$1,005,854.94 ("Purchase Price"). ' 4.5. Computation of Yield. The yield under the Lease, as computed in accordance with the method described in Section 4.1 above, using the Purchase Price that is specified in ' Section 4.4 above,is 3.279%. V. REBATE. ' 5.1. Unless the Lessee qualifies for an exemption from the application of the rebate requirements of Code Section 148, the Lessee will comply with the rebate requirements. ' Regulation Sections 1.148-7 and-8 sets forth the exemptions from rebate available to the Lessee. VL MISCELLANEOUS. 1 6.1. Single Obligation. Except as discussed herein, there are no other issues of governmental obligations which (i) will be paid out of substantially the same source of funds, ' G-5 determined without regard to guarantees from unrelated parties, (ii) are being sold at substantially the same time as the Lease (i.e.,less than 15 days from the date of the execution of the Lease),and(iii)are being sold pursuant to the same plan of financing in connection with the Lease. 6.2. No Federal Gilarantee. Except for the investments of the type described in the last sentence of this Section 6.2, no portion of the payment of the principal portion or interest portion of the rental payments or any credit enhancement or liquidity device relating to the iforegoing is or will be guaranteed, directly or indirectly (in whole or in part}, by the United States (or any agency or instrumentality thereof). No portion of the Lease has been or will be ' used to make loans the payment of principal or interest with respect to which is or will be guaranteed(in whole or in part)by the United States(or any agency or instrumentality thereof), or invested (directly or indirectly) in federally insured deposits or accounts. The foregoing ' provisions shall not apply to (a) proceeds of the Lease invested for an initial temporary period, as described in section 148(c) of the Code, until such proceeds are needed for the purpose for which said Lease was issued, (b) investments in a bona fide debt service fund, as described in iRegulation Section 1.148-1(b), (c) investments in a reserve fund that meets the requirements of Section 148(d), (d) investments in obligations issued by the United States Treasury, or (e) any other investments permitted under regulations promulgated by the Secretary of the Department ' of the Treasury. 6.3. No Inver eats to Reduce Yield. The Lessee has not entered into and will not enter into any transaction to reduce the yield on the investment of the proceeds of the Lease in such a manner that the amount to be rebated to the Federal government is less than it would ' have been had the transaction been at arm's length and had the yield on the issue not been relevant to either party. 6.4. Basis for Statements as to Exp&ctadans. The statements as to the expectations of ' the Lessee made herein are reasonable as of the date of this certificate, and there are no facts, estimates or circumstances that would materially change the expectations expressed in this certificate. 6.5. Management Contract Limitations. The Lessee shall not enter into, materially ' modify or extend a management or service agreement with respect to any portion of the Project financed with proceeds of the Lease with any entity other than a state or a local governmental unit unless such agreement complies with Rev. Proc.97-13 issued January 10, 1997, as supplemented by Rev. Proc. 2001-39 issued June 18, 2001, or any successor revenue procedure or regulation thereto. 6.6. Filing of Form 8038C. On the date hereof, or within the time prescribed for filing such report; the Lessee has caused (or will cause) the filing of a true and complete information report on Form 8038-G with the Internal Revenue Service. G-6 6.7. No Abusive Arbitrage Devine. The Lease is not and will not be part of a transaction or series of transactions that attempts to circumvent the provisions of Section 148 of ' the Code and the Regulations thereunder (i) enabling the Lessee to exploit the difference between tax-exempt and taxable interest rates to obtain a material financial advantage and (ii) ' overburdening the tax-exempt bond market. The Lessee shall not intentionally use any portion of the proceeds from the Lease to acquire higher yield investments or to replace funds which were used, directly or indirectly, to acquire higher yielding investments except as otherwise ' described herein. 6.8. No Sale offr jedt. No portion of the Project financed by the Lease is expected to be sold, encumbered or otherwise disposed of prior to the last Rental Payment date without a written opinion of nationally recognized bond counsel to the effect that any such disposition will not adversely affect the exclusion of interest on the Lease from gross income for Federal income tax purposes. 6.9. Alteration or Nonobservance of Restrictions The yield restrictions and any other ' restriction or covenant contained herein may be altered or ignored if the Lessee receives an opinion of nationally recognized bond counsel to the effect that such alteration or nonobservance will not adversely affect the tax exemption of interest under the Lease to which it is otherwise entitled. ' 6.10. Changes in Facts and Expectations; The Lessee acknowledges that any changes in facts or expectations from those set forth herein may result in different yield restrictions or rebate requirements from those set forth herein and that a nationally recognized bond counsel ' should be contracted if such changes do occur. ' G7 IN WITNESS WHEREOF, I have hereunto set my hand to this Arbitrage and Tax Certificate as of the 21st day of May,2010. LESSEE:CITY OF DANIA BEACH,FLORIDA County of Broward,State of Florida B ZA%�� i �-- y. Name: Mark Bates,Finance Director r ' EXHIBIT H OPINION OF LESSEE'S COUNSEL 1. Lessee is duly organized and validly existing under the Constitution and laws of the ' State of Florida, with full power and authority to enter into the Lease Purchase Agreement dated May 21, 2010, between the Lessee and TD Equipment Finance, Inc. (the "Agreement"), all documents related to the purchase of the Equipment and any other documents required to be delivered in connection with the Agreement or the Equipment(hereinafter"Documents"). 2. The Documents, including without limitation, the Agreement have been duly authorized and executed and are legal, valid and binding obligations of Lessee, enforceable in accordance with the respective terms thereof,except as enforcement may be affected by any applicable bankruptcy, insolvency, debt adjustment, moratorium, reorganization or other similar laws or legal or equitable principles relating to the enforcement of creditors rights. 3. The transactions contemplated by and under the Agreement are in compliance with all ' local,state and federal laws. 4. No approval, consent or withholding of objections is required from any federal, state or local governmental authority or instrumentality with respect to the entry into or performance by Lessee of its obligations under the Documents, except such as have already been obtained. 5. The entry into and performance by Lessee of its obligations under the Documents will not(i)violate any judgment,order,law or regulation applicable to Lessee or(ii)result in any breach of, constitute a default under or result in the creation of any lien, charge, security interest or other encumbrance upon any item of the Equipment pursuant to any ' indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than the Agreement or any purchase money security interest retained by any supplier)to which Lessee is a party. 6. There are no suits or proceedings pending or threatened in court or before any regulatory commission, board or other administrative governmental agency against or ' affecting Lessee, which will have a material adverse affect on the ability of Lessee to fulfill its obligations under the Agreement. H-1 Bry4nt Attorneys at Law Miller 135 West Central Boulevard Suite 700 1 Olive Orlando, FL32901 Tel 407.426.7001 1 Fax 407.426.7262 www.bmolaw.corn► MEMORANDUM 1 Date: May 21,2010 ' To: Distribution List Subject: Lease Purchase Agreement and Exhibits (the "Lease Agreement') dated ' May 21, 2010 between the City of Dania Beach,Florida(the "Lessee") and TD Equipment Finance,Inc.(the"Lessor") 1 This memorandum outlines information for the closing of the Lease Agreement and ' summarizes the money transfers necessary for closing.Unless otherwise noted,all funds will be delivered in Federal Funds. ' I. CLOSING Date: Wednesday, May 21,2010 1 Place: via phone II. DELIVERY AND AUTHENTICATION OF THE LEASE_ Bank's Counsel will prepare the Lease Agreement and related documents. As set forth ' in the Lease Agreement, the lease will mature on October 15, 2019. As set forth in the Lease Agreement, the lease shall bear interest from its date until payment of the principal amount,at a fixed interest rate of 3.279%. III. TRANSFER FROM LESSOR On Wednesday, May 21, 2010, the Lessor will make a Fed Funds wire transfer in the amount of $1,005,854.94, constituting the proceeds of Lease Agreement to the City of Dania Beach. i Atlanta Jacksonville • Miami Orlando • Tallahassee • Tampa • Washington, D.C. 1 May 21,2010 ' Page 2 of 2 ' Wire instructions are as follows: To the City of Dania Beach,Florida: Amount: $1,005,854.94 ' To: Wachovia Bank,a Division of Wells Fargo,N.A. Routing/Transit No. 063000021 For Credit To: City of Dania Beach,Florida ' Account No.: 2000143220046 For: Dania Beach—Fire Truck Equipment Financing ' IV. POST-CLOSING Upon successful closing, the Lessee will disburse funds to pay the fees and expenses associated with delivery of the Lease Agreement, including that of Bryant Miller Olive, P.A., as Counsel to Lessor, Dunlap &Associates, Inc., as Lessee's financial advisor, and Lessee's legal counsel,if applicable. Wire instructions are as follows: ' To Bryant Miller Olive EA.—Lessor's Counsel Fee: ' Amount: $9,500.00 To: Capital City Bank ' Routing/Transit No. 063100688 For Credit To: Bryant Miller Olive PA Account No.: 2132834901 ' Client No.: 25559.005 To Dunlap&Associates,Inc.—Lessee's Financial Advisor Fee: Amount: $7,000.00 ' To: Bank of America of Florida Routing/Transit No. %3100277 For Credit To: Dunlap&Associates,Inc. tAccount No.: 003660776014 MA Z r1552 � .0 RESOLUTION NO.201"76 O ' A RESOLUTION OF THE CITY OF DANIA BEACH, FLARIDA AUTHORmNG SEPARATE LEASE PURCHASE FINANCINGS FOR EACH O OF TWO FIRE 'TRUCKS AND EQUIPMENT RELATED TO EACH FIRE TRUCK; APPROVING THE FORM OF AND AUTHORIZING THE LL EXECiPITON AND DELIVERY OF A LEASE PURCHASE AGREEMENT AND THE EXHIBITS ATTACHED TO THEM IN CONNECTION WITH THE X � �s SEPARATE LEASE PURCHASE FINANCING OF EACH FIRE TRUCK AND Z O THE EQUIPMENT RELATED TO TTUK DESIGNATING THE LEASE �z PURCHASE AGREEM E M AS "QUALTIED TAX EXEMPT OBLIGATIONS;" GRANTING LIlu1TTED GENERAL AUTHORITY WITH — 0 3 RESPECT TO THEM; PROVIDING FOR CONFLICTS; FURTHER, AND ' PROVIDING FOR AN EFFECTIVE DATE. WHEREAS,the City ofDania Beach,Florida(the"City")has determined that a true and very real need exists for the acquisition of two fire trucks and equipment related to each fire truck(collectively,the"Fire Equipment');and ' WHEREAS, the City has already received one fire truck and its related equipment and has placed a purchase order for the second fire truck and its related equipment(each fire truck and its related equipment are referred to herein as a"Component of the Fire Equipment"};and WHEREAS,the City has previously requested and received proposals for the financing of the Fire Equipment;and WHEREAS,the proposals submitted by TD Equipment Finance,Inc.("M")to the City ' for the financing of the Fire Equipment, which is attached as Exhibit B to this Resolution, contained the terms most advantageous to the City;and ' WHEREAS, to better coordinate the timing for obtaining financing with the delivery of each Component of the Fire Equipment,the City and TD have agreed to split the proposed lease ' purchase financing into two separate transactions;and WHEREAS, the City contemplates that (i) the lease pmchase financing for the Component of the Fire Equipment already received by the City will be closed by May 15, 2010 and(ii)the lease purchase financin for the Component of the Fire Equipment yet to be received by the City will be closed as contemporaneously as possible with the delivery of such equipment to the City;and WHEREAS, the City Commission of the City now desires to authorize and approve in connection with the lease purchase financing of each Component of the Fire Equipment, (i)the i i form of the Lease Pffchase Aft to be entered into by and between the City and TD(the ' "Lease Agreement")and the exhibits attached thereto(collectively,the"Financing Documents"), (ii)the execution and delivery of the Financing Documents in substantially the forms attacbed hereto as &Mit A with such teams as are necessary to property reflect the Component of the Fire Equipment being financed and the terms of TD's proposal and (iii) additional limited I ' general authority;and WHEREAS, the City Commission does not reasonably anticipate that the amount of qualified tax-exempt obligations to be issued by the City in the calendar year ending December 31,2010,will exceed$30,000,000.00; ' NOW,THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DAMA BEACH,FLORIDA,that: Section 1. Aa<thorlty for R atioo. This Resolution is adopted pursuant to Article VIII, Section 2, of the Constitution of the State of Florida and Chapter 166, Florida Statutes, (collectively,the"Act'). Section 2. Deft1do s. As used herein: ' "City"means the City of Dania Beach,Florida ' "City Manage means the City Manager of the City or his designee. "Clerk"means the Clerk of the City or her designee. ' "Finance Director"mcans the Finance Director of the City. "Mayor" means the Mayor of the City or in the Mayor's absence or unavailability the Vice Mayor. Section 3. Fhadlew and Awards. (A) The find in and declarations of the City contained in the above WI[EREAS clauses are hereby incorporated as a part of this Resolution. (B) It is in the best interest of City and its inhabitants to purchase the Fire Equipnwt and to obtain the financing therefor at the timm Wicated above. (C) It is hereby ascertained, determined and declared that in light of prcvailiog and anticipated market conditions, it is in the befit into"of the City to erita into a separate Lease Agreement with TD for each Component of the Fire Equipment, upon the satisfaction of the conditions sat forth in Section 4 hereof. 2 RESOLUTION 02010-076 Section 4. Anon chaft R�ML The forts of the Financing ' Docamuents attached hereto as Exhibit Aare hereby approved. The City Manager is hereby authorized to execute and deliver Financing Documents for the lease purchase financing of each Component of the Fire Equipment,in substantially the forms attached hereto,with such terms as are necessary to properly reflect the Component of the Fire Equipment being financed and the terms of TD's proposal, and with such additions, deletions and modifications as shall be approved by the City Manager. The City Manager's execution thereof shall evidence approval ' of any such additions, deletions and modifications thereto. Notwithstanding the foregoing, the terms of the Iow purchase financings for the Fire Equipment shall be in an aggregate principal amount of not to exceed$1,895.599.00,each for a term of ten(10)years and bearing a fixed rite of interest calculated using the formula provided in TD's proposal attached hereto as Exhibit B ' and in no event exceeding the maaimum interest rate allowed under Florida law. Section S. Additional Authorizations Concerning the llrfamdne Docua ts. The City Manager, the Mayor, the Clerk and the Finance Director and such other officers and employees of the City as may be designated by the City Commission, are each designated as ! agents of the City in connection with the execution and delivery of Financing Documents in connection with the lease purchase financing of each Component of the Fire Equipment,and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents and contracts on behalf of the City that are necessary or desirable in connection with the execution and delivery of the Financing Documents and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution or any action relating to the transaction contemplated hereunder. Such officers and those so designated are hereby charged with the responsibility for executing the Financing Documents and financing the Fire Equipment. Section 6. Bank OnaNsed, The City hereby designates both of the Lease Agreements to be executed and delivered in connection with the lease purchase financing of each Component of the Fire Equipment as "qualified tax-exempt obligations" within the meaning of Section 265(bx3)of the Internal Revenue Code of 1986, as amended (the "Code"). The City and any subo entities of the City and any issua of"tax-exempt"debt that issues"on behalf of the City do not reasonably expect during the calendar year ending December 31,2010 to issue more than$30,000,000 of"tax-exempt"obligations including die Lease Agreements,exclusive of any 3 RESOLUTION#201"76 private activity bonds as defined in Section 141(a) of the Code (other than qualified 501(cx3) bonds as defined in Section 145 of the Code Section 7. Prereat&itea Performed. The City has performed all acts,conditions,and thus relating to the acquisition of the Fire Equipment as are required by the Constitution and Laws of the State of Florida,and the Charter and Code of Ordinance of the City. Section S. Severabil#h►. If any provision of this Resolution shall be held or deemed to be or shall, in fact,be illegal, imperative, or unenforceable in any context, the same shall not affect any other provision herein or render any other provision (or such provision in any other context)invalid,inoperative or unenforceable to any extent whatever.. Section 9. Ren>ealen All resolutions of the City or parts thereof in conflict herewith,if any,are hereby repealed to the extent of such conflict. Section 10. Effective Date, This Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED and ADOPTED on May 11,2010. C.Ic M ' MAYOR-COhOWSIONER ow�nox� ATTEST: LOUSE STI SON,CMC CITY CLERK APPROYM AS T M ff FOR AND CORRECTNESS: THOMAS J. CITY ATrokNEY 4 RB5OUMON#2010-076 r 1 EXHIBIT A FORM OF LEASE PURCHASE AGREEMENT AND EXHIBITS THERETO 1 See Tab#1 t i 1 1 i � 1 1 1 1 1 1 t Exhibit A E7IMBIT B PROPOSAL FROM TD EQUIPMENT FINANCE,INC. i 1 � 1 1 1 i i i ' Exhibit B t 1 © Equipoeat Finance March 31,2010 2070 Chain Bridge Road,Suite 145 Vienna,Virginia 22182 Ms. Louise Stilson, City Clerk City Clerk's Office City of Dania Beach •Confidential' 100 West Dania Beach Boulevard Dania Beach,Florida 33004 Invitation for Proposal No:10-005 $1,895,599.00 Tax-Exempt Covenant To Budget and Appropriate Loan(Bank Qualified)for a fire truck Dear Ms.Stilson, TD Equipment Finance, Inc. is pleased to offer the following Tax Exempt Loan documented as a loan purchase financing as shown in this proposal of terms to The City of Dania Beach for the acquisition of one fire truck for the City Fire Department for use in your City: 1) LENDER: TD Equipment Finance, Inc., its assigns or nominees. ("TDEF') (TDEF is a 160% owned subsidiary of TD Bank, NA.) 2) BORROWER: The City of Dania Beach, Florida("City") 3) EQUIPMENT: City Fire Department truck The truck will be located in the City of Dania Beach,Florida ' 41 LOAN LINE AMOUNT: $1,895,599.00 tax exempt loan facility. 51 BASE LOAN The Loan Schedule will commence on the first day of the COMMENCEMENT DATE: month following the funds disbursement and/or the acceptance of the Equipment. 61 BASE TERM: Ten (10) years from signing of Loan Documents and Commencement of the base loan term. 71 BASE LOAN PAYMENTS: Borrower will be required to make 20 semi-annual loan Interest payments due on April I e and October I of each, commencing on Dabber 15,2010, for the vehicle at an interest rate of 3M24%, The Borrower will make ten annual level principal payments, commencing on October 15, 2010, If the cost of the equipment is $1,895,699.00, then the annual principal payments will be$189,659.90 for � 1I i ! 10 years Lender has attached a separate payment schedule listing estimated primal and interest amounts.. Interest will be calculated on the basis of a 360 day year of twelve 30 day months. Interest is compounded monthly. 6) ADJUSTMENTS TO BASE The interest rate on this proposal response will be fixed as LOAN PAYMENTS: to rate for the next 35 days. Ir the commencement date of the Loan is after that 35 day period, the interest rate will adjust based on the following index. The Base Loan Payments referenced herein are indexed to 94.399%of the yield of the ten (10) year U.S. Dollar SWAP rates as reported by Federal Resetve Statistical Release H.15 (Referenced Yield) on March 29, 2010 for 03/262010 are 3.826%ten year rate.The Base Loan Rental Payments will be adjusted on or about the Base Loan Commencement Date to reflect any change In the Referenced Yield. In either case, the Base Loan Rental Payments will be fixed for the duration of the Loan payment schedule berm. The interest rates N closed by May S, 2D10, would be 3.6324% for 10 years based on these indexing formulas. 9)END OF LOAN OPTIONS: Upon the expiration or the Base Loan Term,assuming no 1 event of default exists,the Borrower will have the following option: 1. Purchase all of the Equipment on this loan funding for - one dollar. 10) TITLE: The tide will be always be for the account of the Borrower. 1 The Lender will not take a security interest in the vehicle or any related equipment. 11) INSURANCE: Borrower shall bear all risk of loss, damage and habit to the Equipment and Borrower shall be responsible to keep the Equipment insured in an amount and in a form acceptable to Lender. 12)WARRANTIES: Lender shall finance the Equipment to the Borrower without representation or warranty on an AS IS BASIS. However, Lender shall assign to Borrower of warranties, guarantees and services provided by the manufacturers) and/or vendor(s) to the extent that they can be assigned. LENDER SHALL NOT BE RESPONSIBLE FOR I , 1 <� II 1 PROVIDING ANY OF THE FOREGOING. 13) LOAN EXPENSES: Lender's legal expenses up to$9,500.00 14) LOAN RESERVE ACCOUNT: None. 16) CREW APPROVAL, This Master Loan facility has been fully approved and Is not subject to receipt of any additional TD Bank, NA or TDEF intemal approvals. ' ANTICIPATED FUNDING The funding will occur In one takedown. An takedown 15)ANTI IPA F n g i y PERIOD: should be completed by May 15,2010.This funding can be ' taken down into an escrow account at TD Bank,NA 16) PREPAYMENT: Full prepayment will be allowed annually with a two percent prepayment fee to the Lender. 17)TAX STATUS: This agreement is a'qualified tax exempt obligation" under Section 265 (b) (3) of the Intemal Revenue Code of 1986. The interest portion of the payments under this Loan ' Program will not be includable in the gross income of the Lander for federal income taxation purposes.The Borrower will pay for and supply at closing a customary tax opinion of Its counsel. 18) NONAPPROPRIATION: The obligation of the City of Dania Beach to make payment under the loan agreement will be subject to a covenant to appropriation in the City's annual budget, from non-ad valorem revenues lawfully available to the City in each fiscal year,of amounts of sufficient to satisfy the repayment schedule required by the loan agreement The Lender ' requires bona fide best efforts by the Borrower to include all payments under this Loan Program in all of Its budget requests during the entire loan term. 1 1 1 19) EQUIPMENT The City of Dania Beach will determine which vehicle and SPECIFICATIONS: equipment best meet its needs. 20) GENERAL: The Loan will be a'Triple Net Loan" In which the Borrower will be responsible for all expenses relating to the Equipment including, but not limited to, Equipment maintenance, insurance coverage,and all taxes(e g.sales, use and personal property). This proposal is not intended to and does not create any binding legal obligation on the part of either party. Lender shall not be required to enter Into the proposed loan transaction until the execution and receipt of this proposal or the City's award notice and of all necessary ban documentation, and acceptance of the Equipment by Borrower. TD Equipment Finance, Inc. complies with Section 326 of the USA Patriot Act This law mandates that we verify certain Information about the Borrower while processing any loan request If this Proposal meets with your approval, kindly indicate your acceptance by countersigning where indicated below and returning it to me. All other terms and conditions notwithstanding, this Proposal expires May 10,2010,unless previously executed. J�jnc ;1y, By:The City of Dania Beach APPROVED AND ACCEPTED: Thomas B. By: Director of Gov t Finance TD Equipment nonce, Inc. Phone(703)663.4398 Cell (703)675-0737 Print Name: Title: Date: CITY OF DANIA BEACH,FLORIDA S1,995,5"TAX-EXEMPT COVENANT TO BUDGET AND APPROPRIATE LOAN(BANK QUALIFIED) PROPOSAL FORM r Interest Rate Per Annum: Fixed Rate(as of date of proposal—actual rate to be set three days prior to issuance of GOBs) a. 6,32 y % Describe formula: A r-shy /� :5* 24D0, IN.3W Z o'P Tits /O� f15 ff�ll f t SGU�� r4,� i ice, D Variable Rate(as of date of proposa"ctual rate to be set three days prior to issuance of 2010 Bonds) Describe formula: rO LA Estimated Total Payments: Fixed Rate z� Z 3E?, 17 Variable Rate A Estimated Total Interest: Fixed Rate Variable Rate A-)fA Reserve Account Requirement: Pre-payment Provisions: off` t yT5,Ia.-& �2,^'c���t, li.#A�, 111r&" Legal Counsel Fees and Expenses VP TO Additional Expenses r Proposal good to 05110.2010 FTL•28157130:2 1 The undersigned proposer does hereby eigree to furnish the City of Dania Beach,Florida,the items listed below in accordance with the specifications shown by the Invitation for Proposals to be delivered to the specked site for the price indicated. The City reserves the right to accept and award item by item or in the aggregate. THIS PROPOSAL MUST BE SIGNED BY A PERSON AUTHORIZED TO ACT FOR THE COMPANY IN HIS/HER OWN NAME Tvped Naear a e Date �Sfgnatart - - .! / ��v� P Mrs'1 / /•J i-�+�)CC , �/�7 C. Firth NOW 7-01170 014"1 /V2r�laF ��� Sv rTr' t yit3.Jn}r� VA �z►$z City state Zip Code 6 to 3 . y 3 92 5 d� 7,;- 4-3oPW'f �,¢s Tehphare Nimber BA&SIness Amrrs YARIANCES-State any variations to SPECIFICATIONS,TERMS,CONDITIONS sadVor 1 FROVISIO11S here(or attach same to this proposal form) 12r�C3.7�15 1 i F7Lt6871W-2 12 iSWORN STATEMENT UNDER SECTION 287.I33(3)(A) FLORIDA STATUTES,ON PUBLIC ENTITY CRIMES fihis form must be signed in the presence of a Notary Public or other Officer antborized to administer oaths. 1. This sworn statement is submitted to: C/7-Y D� DA AJIFf f L // (Print name of then Public Entity.) by: /I�l emits L'T�.11.9�2� Z.i I (Print indfvi l's rums and 10k.) C for. r' _�.-l.r�, r— .1-4 (Print na a ofEntity submit ngstir'o statement.) whose business address is: Gh 00 3 and,if applicable,its Federal Employer Identification Number(FEIN)is G 51 7 (if the Entity has no FEIN,please include the Social Security Number of the individual signing this sworn statement): N 2. 1 understand that a "public entity crime" as defined in Paragraph 287.133 (1) (g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, iding but not limited to,any proposal or contract for goods or services to be provided to any public entity or r: agency or political subdivision of any other state or of the United States and involving antitrust,fraud,theft, bribery,collusion,racketeering,conspiracy,or material misrepresentation. 3. I understand that"convicted" or"conviction" as defined in Paragraph 297.133 (1)(b),Florida Statutes,means a finding of guilt or a conviction of a public entity crime,with or without an adjudication of guilt,in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989,as a result of a jury verdict,non jury trial,or entry of a plea of guilty or nolo contendere. 4. 1 understand that an"affiliate"as defined in Paragraph 287.133(1)(a),Florida Statutes,means: a)A predecessor or successor of a person convicted of a public entity crime;or, b)An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners,shareholders,employees,members,and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of o9tiipment or income among persons when not for fair market value under an atm's length agreement,shall be a ixuna facie case that one person controls another person. A person who knowingly enters into a joint venture ' convicted of a public entity crime in Florida during the preceding 35 months shall be with a person who has been con 1 pu ty g p g considered an affiliate. 5. I understand that a"person"as defined in Paragraph 287.133 (1)(e),Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which proposals or applies to proposal on contracts for the provision of goods or services let by a public entity,or which otherwise tract =or applies to transact business with a public entity. The term"person" Fn.-2ee7130:2 13 includes those officers, directors, executives,partners, shareholders,employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. (Please indicate which statement applies.) Neither the entity submitting this sworn statement, nor any officers, directors, executives. partners, shareholders,employees,members,or agents who are active in management of the entity,nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement,or one or more of its officers,directors,executives,partners, shareholders, employees, members,or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1999. The entity submitting this swam statement,or one or more of its officers,directors,executives,partners, ' shareholders,employees, members,or agents who are active in the management of the entity,or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings, and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Please attach a copy ofthe,final a der.) I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH ONE (1)ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND,THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH 1T IS FILED. 1 ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT <;tOVIDED IN SECTION 287.017, FLORIDA ST TES A FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FOR I Signature Date STATE OF i r COUNTY OF 'FG:r(%, PERSONALLY APPEARED BEFORE ME, the undersigned authority, --TeM Dais: j who, after first being sworn by me, affixed his/her signature in the space provided above on this 14 day of 20 to_ NOTARY PUBLIC My commission expires: sr�c 31 t�3 ' fU1EA.AOIIOOM' Nellty IrMfle FTL:2887130:2 OWAMMO d wow 14 l Oaaa�aaIoa b*m dal 3t,2f113, iEquip rent Finance i Four recent Florida Municipal Lease Purchase transaction references for TD Equipment Finance, Inc. i - 1) City of Deerfield Beach ' 150 N. E. 2 Avenue Deerfield Beach, FL 33441 Roseann LoBracco Finance Department I (954) 480-4227 Riobracco@,deerfield-beach.com ITrucks and other equipment i2) Town of Miami Lakes 15700 NW 67th Avenue Miami Lakes, FL 33014 Jim Behrendt, CPA Controller (305) 364-6100, Ext. 158 behrendtg@miamilakes-fl.gov Police cars ; 1 3) City of Lighthouse Point 2200 NE 38t' Street Lighthouse Point, FL 33064 Terry Sharp Finance Director (954) 784-3432 tshn@lijzhthousgpoint.com Police cars and fire truck 4) City of Miami Springs 200 Westward Drive ' Miami Springs,FL 33166 William Alonso Finance Director (305) 805-5000 ' alonsow@miamisprings-fl.gov ITruck and other equipment I � I , I i 03/29/2010 2:49:31 PM Page 1 City of Dania Beach Florida Compound Period......... : Monthly Nominal Annual Rate.... : 3.632 % CASH FLOW DATA Event Date Amount Number Period End Date 1 Loan 05/04/2010 1,895,599.00 1 2 Payment 10/15/2010 Interest Only 1 3 Payment 10/15/2010 189,559.90 1 Fixed Principal(+Int.) 4 Payment 0415/2011 Interest Only 1 5 Payment 1 0/1 51201 1 Interest Only 1 6 Payment 10/15/2011 189,559.90 1 Fixed Principal(+Int.) 7 Payment 04A 5/2012 Interest Only 1 8 Payment 10115/2012 Interest Only 1 9 Payment 10/15/2012 189,559.90 1 Fixed Principal(+Int.) 10 Payment 04/15/2013 Interest Only 1 11 Payment 1 Oil 5/2013 Interest Only 1 12 Payment 10/15/2013 189,559.90 1 Fixed Principal(+Int.) 13 Payment 04/15/2014 Interest Only 1 14 Payment 10/15/2014 Interest Only 1 15 Payment 10/15/2014 189,559.90 1 Fixed Principal (+Int.) 16 Payment 04/1512015 Interest Only 1 17 Payment 10/15/2015 Interest Only 1 18 Payment 10/15/2015 189,559.90 1 Fixed Principal(+Int.) 19 Payment 04/15/2016 Interest Only 1 20 Payment 10/15/2016 Interest Only 1 21 Payment 10/l5/2016 189,559.90 1 Fixed Principal (+Int.) 22 Payment 04/15/2017 Interest Only 1 23 Payment 10/15/2017 Interest Only 1 ' 24 Payment 10/15/2017 169.559.90 1 Fixed Principal (+int.) 25 Payment 04/15/2018 Interest Only 1 ' 26 Payment 10/15/2018 Interest Only 1 27 Payment 10/15/2018 189,559.90 1 Fixed Principal (+Int.) 28 Payment 04/15/2019 Interest Only 1 29 Payment 10/15/2019 Interest Only 1 30 Payment 10/15/2019 189,559.90 1 Fixed Principal (+int.) AMORTIZATION SCHEDULE-Normal Amortization, 360 Day Year 1 03/2912010 2,49:31 PM Page 2 City of Dania Beach Florida Date Payment Interest Principal Balance Loan 05/0412010 1,895,599.00 1 10/15/2010 31,000.07 31,000.07 0.00 1,895,699.00 2 10/15/2010 189,559.90 0.00 189,559.90 1,706,039.10 2010Totals 220,559.97 31,000.07 189,569.90 ' 3 04/15/2011 31,220.51 31,220.51 0.00 1,706,039.10 4 10/15/2011 31,220.51 31,220.51 0.00 1,706,039.10 5 10/15/2011 189,559.90 0.00 189,559.90 1,516,479.20 ' 2011 Totals 252,000.92 62,441.02 189,559.90 6 04/15/2012 27,751.56 27,751.56 0.00 1,516,479.20 7 10/1512012 27.751.56 27,751.56 0.00 1,516,479.20 - 8 1011512012 189,559.90 0.00 189,559.90 1,326,919.30 2012 Totals 245,063.02 55,503.12 189,559.90 9 04/15/2013 24,282.62 24,282.62 0.00 1,326,919.30 10 10/15/2013 24,282.62 24,282.62 0.00 1,326,919.30 11 1011512013 189.559.90 0.00 189,559.90 1,137,359.40 2013 Totals 238.125.14 46,565-24 189,559.90 12 041512014 20,813.67 20.813.67 0.00 1,137,359.40 13 10/15/2014 20,813.67 20,813.67 0.00 1,137,359.40 14 10/15/2014 189,559.90 0.00 189,559.90 947,799.50 Totals 231,187.24 41,627.34 189,559.90 15 04/1 5/2015 17,344.73 17,344.73 0.00 947,799.50 16 10/15/2015 17,344.73 17,344.73 0.00 947,799.50 17 10/15/2015 189,559.90 0.00 189.559.90 758,239.60 2015 Totals 224,249.36 34,689.46 189,559.90 18 04/15/2016 13,875.78 13,875.78 0.00 758,239.60 19 10/15/2016 13,875.78 13,875.78 0.00 758,239.60 20 10/15/2016 189,569.90 0.00 189,559.90 568,679.70 2016 Totals 217,311.46 27,751.56 189,559.90 21 04/15/2017 10,406.84 10,406.84 0.00 568,679.70 22 10/15/2017 10,406.84 10,406.84 0.00 568,679.70 23 10/15/2017 189,559.90 0.00 189,559.90 379.119.80 2017 Totals 210,373.58 20,813.68 189,559.90 24 04/15/2018 6,937.89 6,937.89 0.00 379,119.80 25 10/15/2018 6,937.89 6,937.89 0.00 379,119.80 ' 26 10/15/2018 189,559.90 0.00 189,559.90 189,559.90 2018 Totals 203,435.68 13,875.78 189,559.90 27 04/15/2019 3,468.95 3,468.95 0.00 189,559.90 ' 28 10/15/2019 3,468.95 3,468.95 0.00 189,559.90 29 10/15/2019 189,559.90 0.00 189,559.90 0.00 ' 2019 Totals 196,497.80 6,937.90 189,559.90 1 03/29/2010 2:49:31 PM Page 3 ' City of Dania Beach Florida ' Date Payment Interest Principal Balance Grand Totals 2,238,804.17 343.205.17 1,895,599.00 i 1 . 1 i 1 1 1 1 1 i i Truth-in-Bonding Statement ' In connection with the Lease Purchase Agreement dated May 21, 2010 (the "Lease") between the City of Dania Beack Florida (the "Lessee") and TD Equipment Finance,Inc (the ' "Lessor"),the Lessor has agreed to lease purchase finance the Equipment set forth in Exhibit A of the Lease(the"Equipment")to the Lessee,in accordance with the terms and provisions of the Lease. The Lessor hereby certifies the following information with respect to the Lease, as required by Section 21&385,Florida Statutes,as amended. The Lessee proposes to enter into the Lease to finance the acquisition of the Equipment. The amounts due under the Lease are expected to be repaid over a period of approximately nine(9)years. At the interest rage of 3.297%,the total interest paid over the life of the Lease will ' be$162,766.22. The source of repayment or security for the Lease is limited solely to legally available non-ad valorem revenues budgeted and appropriated by the Lessee. The authorization of the ' Lease will result in a maximum of approximately $130,468.21 of Lessee's funds not being available to the Lessee to finance other projects or services each year for approximately nine(9) ' years. Dated: May 21,2010 ' TD EQUIPMENT FINANCE,INC. By: Name: Charles Fi do Title: Operations ger i (25559AK5A S372W.DOCv2J i ' Acknowledgement Copy Form 8038-G Information Return for Tax-Exempt Governmental Obligations (Rev.November 2000) ► Under Internal Revenue Code section 149(e) OMB No.1545.0720 ► See separate Instructions. Da ing r n r ma 01*6Tmes Caution:if the&us imwnr newnue Seviea price is trlfder;f00,00a use Farm 8038-GC Rlporting Authority If Amended Retum,check here ► ❑ 1 Issuer's name 2 Issuers employer identification number City of Dania Beach,Florida 59: 8000302 3 Number and street(or P.O.box If mail is not delivered to street address) Roorfsufte 4 Report number ' 100 West Danis Beach Boulevard 3 2 5 City,town,or post office,state,and ZIP code 6 Date of issue Dania Beach,Florida 33004 May 21,2010 7 Name of issue 8 CUSIP number ' Lease Purchase Agreement between the City and TD Equipment Finance,Inc. Will. 9 Name and We of ofticer or legal representative whom the IRS may call for more information 10 Telephone Runlet of aftor or legal npteserbM Mark Sates,Finance Difecbor ( 954 )9244=0 MMIK-Type of Issue check applicable box es and enter the issue rice)See instructions and attach schedule 11 ❑ Education 11 12 ❑ Heafth and hospital . . . . . . . . . . . . . . .12 13 ❑ Transportation . . . . . . . . . 13 ' 14 Public safety. . . . . 14 1,006,854.94 1s Environment❑ (Including sewage bonds) . 15 16 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 11 Utilities . . . . . . . . . . . . . . . . . 17 18 ❑ Other. Describe► 18 19 if obligations are TANS or RANs,check box 0- 11 If obligations are BANS,check box ► ❑ 20 If obl' ns are In the form of a lease or installment sale,check box , ► ❑ Description of Obli lions.Complete for the entire issue for which this form is hkmli eir filed. W fad maaKny date a Issue pnce 0 P �ntaeted atty averegew�mauaity W view 21 10MISM19 $1,005,854.94 i1,005,854.94 5.706 years 3.297% ' 00 Off Uses of Proceeds of Bond Issue(including underwriters`discount) 22 Proceeds used for ackxued interest . . . . . . . . . . . . . . . . . . . . . 22 -0- 23 Issue price of entire issue(enter amount from line 21, column (b)) . , , 23 1,005,854.94 ' 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 litres 24 through 28). 29 -0- 30 Norvefundin proceeds of the issue subtract line 29 from line 23 and enter amount here . 30 7,00S.W&94 ' Descr' tion of Refunded Bonds(Complete this art onlyfor refundingbonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded ► WA years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded ► WA tare 33 Enter the last date on which the refunded bonds will be called . . . . . . . . . . . ► 34 Enter the date the refunded bonds were Issued► Mist anantim 35 Enter theJW -a- n,of t ad to the issue under section 141(b)(5) 35 -0- ' 36s Enter the a ed in a guaranteed invesbnem contract(see inwuctiom) 36a -0- b Enter the tug, estment conitract 10, 37 Pooled fin Is' thbe used to make loans to other governmental units 37a -0- b If this iss an m f another tax-exempt issue, check box► ❑ and enter the norm of the issuer► 06 and the date of the issue► 38 If the issuer ha 265(b)(3X8)((I(IIQ(small issuer exception), check box ► 0 39 If the Issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . . . . . . . . . . . ► ❑ ' 40 If the issuer has identified a hedge.check box . . . . . . . . . . . . . . . . . . . . . ► Under pail m of palmy.I declare that I have examined Nis rattsn and accompanying schedules and statements,and to the best of my wwwledge and belief,they are true,correct,and complete. Sign 00, Here E OF ��6e= .May 21,2010 Nark Babes,Finance Director ' Signature of issuers audwrmed repreaernadwe 081e ''Type or prat nerve and title For Paperwork Reduction Act Notice,see page 2 of the Instructions. Cat No.63773S Form 8038-G laev.tt-2000) Bryant 1 -- Miller Attorneys at Law 13S West Central Boulevard Olive Suite 700 Orlando,FL 32801 Tel 407.426.7001 ' Fax 407.426.7262 www.bmolaw.com ' May 24,2010 CERTIFIED MAIL RETURN RECEEPT REQUESTED Internal Revenue Service Center Ogden,Utah 84201 Re: City of Dania Beach,Florida ' Lease Purchase Agreement between the City and TD Equipment Finance,Inc. ' Ladies and Gentlemen,: Enclosed please find the original signed Form 8038-G for the above-referenced ' financing, a copy of the Form 8038-G, and a self-addressed, stamped envelope. Please file the original signed Form 8038-G. We also request that your office provide an acknowledgement of this return; therefore, please stamp the second copy that is labeled "Acknowledgement Copy" ' as received by your office and return it in the envelope provided. Sincey, RECEIVED C4 JUN 0 2 2010 Camille M.Evans,Esq. LU Enclosures L OGDEN UT 1 Atlanta • Jacksonville • Miami • Orlando • Tallahassee • Tampa • Washington, D.C. Postal CERTIFIED PJAIL RECEIPT rl � s ED ti aFF G ETA Ir COON A ti. C3 c�o Reim�`°�"tA•a a 2 7 2 A Tow Pmupa 6 Fir s 1 A Cc p MiiCilparW------"Internal Revenue Service Center arAO `N0Ogdlm Utah 84201 a Internal Revenue Service Center i ' Ogdm Utah 8420I D .aMd. �. G7..�ti A�o.�ta MaldMrala� ry a 7008 1140- 0001 6972 1841 tcaaaa�a�r4tsn 1 CERTIFICATE REGARDING INTEREST RATE In accordance with the provisions of Section 215.84(3), Florida Statutes,the undersigned official of the City of Dania Beach,Florida(the"City")DOES HEREBY CERTIFY that as of the date hereof,the rate of interest on the amounts due by the City under the Lease Purchase Agreement dated May 21, 2010 by and between the City and TD Equipment Finance, Inc. (the "Lease Agreement") does not, on the date hereof, exceed an average net interest cost rate of 737%, 1 computed by adding 300 basis points to The Bond Buyer"20 Bond Index"published immediately preceding the first day of the calendar month in which the Lease Agreement was executed and delivered. Executed this 21st day of May,2010. tCITY OF DANIA BEACH,FLORIDA By. Mark Bates,Finance Director 12M9fflffi 0043 M,D0Cv2) �f 1 FLORIDA r May 21,2010 tTD Equipment Finance, Inc. 2070 Chain Bridge Road,Suite 145 ' Vienna,Virginia 22182 Re: Lease Purchase Agreement dated as of May 21, 2010 between TD Equipment Finance,Inc.,as Lessor, and the City of Dania Beach,Florida,as Lessee Ladies and Gentlemen: As City Attorney to the City of Dania Beach, Florida (the "Lessee"), I have examined(a) an executed counterpart of a certain Lease Purchase Agreement, dated as of May 21, 2010, and Exhibits thereto by and between TD Equipment Finance, Inc. (the "Lessor') and the Lessee (the "Agreement") which, among other things, provides for the lease of a new fire truck and related equipment, as described in Exhibit A to the Agreement (the "Equipment"), (b) a copy of that ' certain resolution adopted by the City Commission of the Lessee on May 11, 2010, which, among other things, authorized Lessee to execute the Agreement (the"Resolution")and (c)such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. All capitalized terms not defined herein shall have the meanings ascribed thereto in the Agreement. Based on the foregoing, I am of the following opinions: 1. Lessee is duly organized and validly existing under the Constitution and laws of the State of Florida, with full power and authority to enter into the Agreement, all documents related to the purchase of the Equipment and any other documents required to be delivered in connection with the Agreement or the Equipment(hereinafter the"Documents"). 2. The Documents, including without limitation, the Agreement have been duly authorized and executed and are legal, valid and binding obligations of Lessee, enforceable in accordance with the respective terms thereof, except as enforcement may be affected by any applicable bankruptcy, insolvency, debt adjustment, moratorium, reorganization or other ' similar laws or legal or equitable principles relating to the enforcement of creditors rights. {{25559f00YM37241.DWv2) "Broward's First City" lU0 West Dania Beach Boulevard,Dania Beach,Florida 33004 9 Phone: 954-924-6800 • www.dudabe2chf.gov TD Equipment Finance, Inc. j May 21,2010 Page 2 of 2 3. The transactions contemplated by and under the Agreement are in compliance with all local,state and federal laws. 4. No approval, consent or withholding of objections is required from any federal, state or local governmental authority or instrumentality with respect to the entry into or performance by Lessee of its obligations under the Documents, except such as have already been obtained. 5. The entry into and performance by Lessee of its obligations under the Documents will not(i)violate any judgment, order,law or regulation applicable to Lessee or(ii) result in any breach of, constitute a default under or result in the creation of any lien, charge, ' security interest or other encumbrance upon any item of the Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than the Agreement or any purchase money security interest retained by any supplier)to which Lessee is a party. b. There are no suits or proceedings pending or threatened in court or before any regulatory commission,board or other administrative governmental agency against or affecting Lessee,which will have a material adverse affect on the ability of Lessee to fulfill its obligations ' under the Agreement. Respectfully submitted, amasj. brdJr., Esq. City Attorney 1 ' (255591005/00437241.DOCv21 i Bryant ' Attorneys at IAw Miller 111 Riverside Avenue 1 Olive Suite 20 facicsonville,FL 32202 Tel 904.384.1264 ' Fax 904.388.2986 www.bmolaw.com May 21,2010 ' TD Equipment Finance,Inc. Vienna,Virginia Re: Lease Purchase Agreement dated as of May 21, 2010 between TD ' Equipment Finance, Inc., as Lessor, and the City of Dania Beach, Florida,as Lessee. ' Ladies and Gentlemen: ' We have acted as Special Counsel in connection with the execution and delivery of the Lease Purchase Agreement dated as of May 21, 2010 (the "Agreement"), by and between the City of Dania Beach, Florida (the "City") and TD Equipment Finance, Inc. (the "Lessor"). In ' such capacity, we have examined such law and certified proceedings, certifications and other documents as we have deemed necessary to render this opinion. Any capitalized undefined terms used herein shall have the meaning set forth in the Agreement. ' As to questions of fact material to our opinion, we have relied upon representations of the City contained in Resolution No.2010-OM duly adopted by the City Commission of the City on May 11, 2010 (the "Resolution") and in the certified proceedings and other certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation. We have not undertaken an independent audit, examination, investigation or inspection of such matters and have relied solely on the facts, estimates and circumstances described in such proceedings and certifications. We have assumed the ' genuineness of signatures on all documents and instruments, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. ' In rendering this opinion, we have examined and relied upon the opinion of even date herewith of Thomas J. Ansbro,Jr., City Attorney, as to the due creation and valid existence of the City and the due execution and delivery of the Agreement. ' The Rental Payments due under the Agreement in each subsequent fiscal year are payable from and subject to the annual appropriation of legally available non-ad valorem ' revenues of the City budgeted and appropriated for the payment thereof, solely in the manner and to the extent provided in the Agreement. ' Atlanta • Jacksonville • Miami Orlando - Tallahassee Tampa - Washington, D.C. TD Equipment Finance,Inc. May 21,2010 Page 2 of 3 ' The Agreement does not constitute a general obligation or indebtedness of the City within the meaning of any constitutional, statutory or other limitation of indebtedness and the Lessor shall never have the right to compel the exercise of any ad valorem taxing power of the ' City or taxation in any form of any real or personal property for the payment of the Rental Payments due under the Agreement. I ' The opinions set forth below are expressly limited to,and we opine only with respect to, the laws of the State of Florida and the federal income tax laws of the United States of America. ' Based on our examination,we are of the opinion that,under existing law: t 1. The interest component of the Rental Payments due under the Agreement is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and ' corporations. In addition, the interest component of the Rental Payments due under the Agreement is not taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax on corporations. The opinions set forth in the ' preceding sentences are subject to the condition that the City complies with all requirements of the Internal Revenue Code of 1986, as amended, (the"Code") that must be satisfied subsequent to the execution and delivery of the Agreement in order that the interest component of the ' Rental Payments due under the Agreement be, and continue to be, excludable from gross income for federal income tax purposes. The City has covenanted in the Agreement to comply with all such requirements. Failure to comply with certain of such requirements may cause the interest component of the Rental Payments due under the Agreement to be included in gross income for federal income tax purposes retroactively to the date of delivery of the Agreement. ' 2. The Agreement is a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3)(B)of the Code. ' It is to be understood that the rights of the Lessor and the enforceability of the Agreement may be subject to the exercise of judicial discretion in accordance with general ' principles of equity, to the valid exercise of the sovereign police powers of the State of Florida and of the constitutional powers of the United States of America and to bankruptcy,insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or ' hereafter enacted. For purposes of this opinion, we have not been engaged or undertaken to review and, ' therefore, express no opinion herein regarding the accuracy, completeness or adequacy of any offering material relating to the Agreement. This opinion should not be construed as offering ' material, an offering circular,prospectus or official statement and is not untended in any way to ' TD Equipment Finance Inc. ui p ' May 21,2010 Page 3 of 3 be a disclosure statement used in connection with the execution and delivery of the Agreement. Further, we express no opinion regarding federal income or state tax consequences arising with respect to the Agreement other than as expressly set forth herein. 1 Our opinions expressed herein are predicated upon present law, facts and ' circumstances, and we assume no affirmative obligation to update the opinions expressed herein if such laws,facts or circumstances change after the date hereof. ' Respectfully submitted, 1 BRYANT MILLER OLIVE P.A. r � i 1 1 I 1 1 1 1 1 (255."fM/0043MCDOU11 VEHICLE SUBLEASE AGREEMENT BETWEEN THE CITY OF DANIA BEACH.FLORIDA AND THE BROWARD SHERIFF'S OFFICE FOR FIRE RESCUE VEHICLES This is a Vehicle Sublease Agreement(this "Sublease")dated as of and effective on January 6, 2011, between the CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation (the "SUBLESSOR") and the BROWARD SHERIFF'S OFFICE (the"SUBLESSEE"). WHEREAS, SUBLESSOR and TD Equipment Finance Equipment, Inc. (the "Lender") entered into a Lease Purchase Agreement dated December 15, 2010 (the "Lease') with respect to the Equipment (as defined below), which is attached and incorporated herein as Exhibit"A";and WHEREAS, Section 14 of the Lease Agreement provides that (1) the SUBLESSOR cannot sublease the Lease or any interest in it or the Equipment without Lender's prior written consent and a written opinion of nationally recognized bond counsel to the effect that any such sublease of the Lease or any interest in it or the Equipment will not adversely effect the exclusion of the interest component of the Rental Payments(as such term is defined in the Lease)from gross income for federal income tax purposes and (2) SUBLESSOR cannot assign or sublet the Lease or any interest in it or the Equipment to a non-governmental entity;and WHEREAS, the SUBLESSOR has delivered to the Lender a written opinion of the law firm of Bryant Miller Olive P.A.,Jacksonville,Florida("Bond Counsel"),in form and substance acceptable to the Lender,to the effect that any sublease of the Lease or any interest in it or the Equipment evidenced by this Sublease will not adversely effect the exclusion of the interest component of the Rental Payments from gross income for federal income tax purposes;and WHEREAS, the SUBLESSEE represents and certifies to the SUBLESSOR, the Lender and Bond Counsel that the SUBLESSEE is a governmental entity pursuant to Florida law;and WHEREAS, SUBLESSOR and SUBLESSEE have entered into an Agreement for Fire Rescue and Emergency Medical Services, dated January 6, 2011 (the "Agreement");and l WHEREAS,in connection with the Agreement,SUBLESSOR and SUBLESSEE desire to enter into this Sublease;and WHEREAS, by its execution of the approval attached to this Sublease, the Lender acknowledges that Bond Counsel is a nationally recognized bond counsel within the meaning of Section 14 of the Lease and approves the sublease of the Lease pursuant to this Sublease solely under the terms and conditions contained in this Sublease;and NOW, THEREFORE, in consideration of $10.00 and the mutual terms, conditions, promises, covenants and payments set forth in this Sublease, SUBLESSOR and SUBLESSEE agree as follows: ARTICLE 1.0 GENERAL PROVISIONS 1.1 SUBLESSOR leases to SUBLESSEE, and SUBLESSEE accepts from SUBLESSOR,upon and subject to the terms of this Sublease the following two vehicles, known as quints, which are a combination of a pump and ladder fire truck(collectively, the"Equipment"): Make: Pierce Model: Velocity Year: 2010 VIN: 4P1 CVO]H6AAO]0585 and Make: Pierce Model: Velocity Year: 2010 VIN: 4P 1 C VO]H2AA011328 1.2 SUBLESSEE'S use of the Equipment shall be limited to firefighting and emergency rescue services provided by SUBLESSEE. SUBLESSEE agrees that it will not use or permit the use of the Equipment in a negligent or improper manner, or in violation of any law, nor permit any vehicle to become subject to any lien, charge, or encumbrance. 1.3 SUBLESSEE agrees that if this Sublease is terminated and the Equipment is to be returned to SUBLESSOR,the SUBLESSEE shall,at the expense of SUBLESSEE,return the Equipment to SUBLESSOR at the address specified by SUBLESSOR, in as good 2 condition as when SUBLESSEE received it,ordinary wear excepted. SUBLESSEE must remove all signs and markings and make all repairs (other than for ordinary wear) requested by SUBLESSOR. If SUBLESSEE does not, SUBLESSOR may do so and charge SUBLESSEE for it. In the event the Equipment is not returned in such condition, SUBLESSEE shall reimburse SUBLESSOR for any loss or damage. SUBLESSEE will not alter the Equipment without the expressed, written permission of the SUBLESSOR. SUBLESSOR makes no express or implied warranty as to the operability or fitness of the Equipment for any purpose and the Equipment is being provided in an"as is"condition. 1.4 SUBLESSEE shall at all times, and at the expense of SUBLESSEE, keep the Equipment in good working order,condition,and repair,ordinary wear and tear excepted. 1.5 SUBLESSEE shall be responsible for all service, materials, and repairs in connection with the use and operation of the Equipment during the term of this Sublease, including but not limited to gasoline, oil, batteries, tires, maintenance and towing necessary for the proper use and operation of the Equipment, at the expense of SUBLESSEE. SUBLESSEE agrees to maintain a maintenance log for the Equipment and permit SUBLESSOR to inspect the Equipment and the maintenance log(s). SUBLESSEE must have the Equipment serviced and repaired at the expense of SUBLESSEE when servicing or repair is required within intervals not exceeding 125%of those recommended in the Equipment's owner's manual(s). SUBLESSEE shall take the Equipment to the appropriate factory-authorized dealer for all service and repairs under the manufacturer's warranty. SUBLESSOR shall not be directly liable for any cost associated with repairs and maintenance; provided, however, that such costs have been included in the annual consideration cost of the Agreement and are subject to annual adjustment through the budgetary process. 1.6 SUBLESSEE recognizes and acknowledges that the Equipment does not give the SUBLESSEE or any of its officers, employees, members, volunteers, representatives or agents the authority to act on behalf of the SUBLESSOR, other than as provided for in the Agreement. 1.7 SUBLESSEE agrees that the Equipment will only be used and operated by persons who are licensed, certified and trained, if applicable, to use and operate such Equipment. 3 1.8 This Sublease is one of leasing only and SUBLESSEE shall not acquire any rights,title,or interest to the Equipment leased under this Sublease other than as that of a SUBLESSEE. 1.9 SUBLESSEE will not use the Equipment to transport materials found to be hazardous for the purposes of the Hazardous Materials Transportation Authorization Act of 1994, as amended, 49 U.S.C. § 501 et seq., or in violation of any other law or regulation. 1.10 SUBLESSEE shall at its expense, alter or modify the lettering, striping and insignia of the Equipment to identify SUBLESSEE; provided,however, that a reference shall be made to the"City of Dania Beach"on each vehicle. 1.11 SUBLESSEE is not a tax exempt organization,but it represents to SUBLESSOR, the Lender and Bond Counsel that SUBLESSEE is a governmental entity pursuant to Florida law and that SUBLESSEE will only use the Equipment in a governmental capacity for firefighting and emergency rescue purposes. 1.12 SUBLESSEE covenants that the Equipment will be used only for the purpose of performing one or more of Lessee's governmental or proprietary functions, and that the Equipment will not be used in a trade or business of any person or entity other than SUBLESSEE on a basis different from the general public. SUBLESSEE will not use or permit the use of the Equipment by any person for a "private business use" within the meaning of Section 141(b) of the Intemal Revenue Code of 1986, as amended and the treasury regulations promulgated thereunder(the"Code")in such matter or to such extent as would result in the inclusion of interest received hereunder in gross income for federal income tax purposes under Section 103 of the Code. To avoid "private business use" under that Section 141(b)of the Code, SUBLESSEE will not allow(a)ownership of the Equipment by other than a state or local governmental unit,(b)actual or beneficial use of the Equipment by other than a state or local governmental unit pursuant to a lease or a management, incentive payment or output contract,or(c)any other similar arrangement, agreement or understanding with other than a state or local governmental unit, whether written or oral. To further avoid"private business use" under that Section 141(b)of the Code, SUBLESSEE will not allow the Equipment to be used by or to be used in activity carried on by any person other than a state or local governmental unit(other than a person 4 using the Equipment on the same basis as the general public). SUBLESSOR and SUBLESSEE further agree to cooperate in performing all acts and things legally required or desirable in order to assure that the interest component of the Rental Payments will not be included in the gross income of Lender or its assigns for federal income tax purposes. ARTICLE 2.0 COMPENSATION TO SUBLESSOR 2.1 SUBLESSEE agrees to pay to SUBLESSOR the Rental Payments under the Lease at the times and in the amounts set forth in the Lease during the shorter of the term of the Agreement(including any renewal(s)thereof)and the term of the Lease. Upon full and complete payment of all the Rental Payments, SUBLESSOR shall transfer ownership of the Equipment to SUBLESSEE at no additional cost to SUBLESSEE and SUBLESSEE shall retain said ownership without any reversionary interest retained by the SUBLESSOR; provided, however, that no such transfer of the Equipment nor termination of this Sublease shall occur unless the Lender has provided written notice ("Lender Payment Notice"), which notice shall not be unreasonably withheld, to the SUBLESSOR that the Lease has terminated pursuant to its terms and that all amounts payable to the Lender under the Lease have been paid in full. ARTICLE 3.0 TERM AND TERMINATION OF SUBLEASE 3.1 The term of this Sublease shall commence as of the date the Agreement commences and remain in effect through and including the earlier of (a) the date on which the Lender delivers to the SUBLESSOR the Lender Payment Notice and (b) the date when the Agreement expires without renewal or is terminated as provided by its terms, unless the term of this Sublease is otherwise terminated or extended in writing between the SUBLESSEE and the SUBLESSOR; provided, however, that no such termination or extension of this Sublease shall be effective without the prior written approval of the Lender,which approval shall not be unreasonably withheld;and provided further that such approval of the Lender shall not be required in the event that the Lender has provided the Lender Payment Notice to the SUBLESSOR that the Lease has terminated pursuant to its terms and that all amounts payable to the Lender under the 5 Lease have been paid in full; and provided further that the Lender may at its sole and absolute discretion, by notice of termination(the "Lender's Termination Notice") under this Section 3.1 delivered to the SUBLESSOR and SUBLESSEE,terminate this Sublease upon termination under the Lease, an Event of Non-Appropriation (as such term is defined in the Lease), and/or an Event of Default (as such term is defined under the Lease). SUBLESSOR shall not amend the term of the Lease without the prior written approval of the SUBLESSEE,which approval shall not be unreasonably withheld. 3.2 This Sublease may be terminated by the SUBLESSOR in the event SUBLESSEE fails to use and care for the Equipment as required in this Sublease, upon providing SUBLESSEE with written notice of such termination(the"SUBLESSOR'S Termination Notice"), with a copy of such SUBLESSOR'S Termination Notice provided by the SUBLESSOR contemporaneously to the Lender. 33 Upon receipt of Lender's Termination Notice and/or SUBLESSOR'S Termination Notice, the SUBLESSEE shall immediately return the Equipment in good condition, excepting ordinary wear,as hereinabove provided. ARTICLE 4.0 WARRANTIES 4.1 THERE ARE NO EXPRESS OR IMPLIED WARRANTIES MADE BY SUBLESSOR AS TO THE EQUIPMENT. SUBLESSOR DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS OF THE EQUIPMENT FOR A PARTICULAR PURPOSE, AND THE SUBLESSEE AGREES THAT THE EQUIPMENT IS"AS IS"AND"WITH ALL FAULTS." ARTICLE 5.0 LIABILITY,INDEMNIFICATION AND INSURANCE 5.1 SUBLESSEE shall bear all risks of damage or loss,or both to the Equipment. All replacements,repairs, or substitution of parts or equipment on the Equipment shall be at the sole cost and expense of the SUBLESSEE. 5.2 SUBLESSEE knowingly, freely,and voluntarily assumes all liability for any and all damage or injury to any person or property of whatsoever nature, which occurs as a result of SUBLESSEE'S possession,use and operation of the Equipment. SUBLESSEE 6 agrees to release, waive, discharge and covenants not to sue the SUBLESSOR, the Lender, any affiliate of either of them or their respective directors, officers, employees, agents,successors and assigns from any and all liability or claims which may arise,either directly or indirectly, out of SUBLESSEE'S possession, use, and operation of the Equipment, except for any claim, cause of action or lawsuit based upon the negligence, actions or inactions of the SUBLESSOR, the Lender, any affiliate of either of them or their respective directors, officers, employees, agents, successors and assigns. The provisions under this paragraph shall survive the termination of this Sublease. 53 Indemnification. SUBLESSEE shall to the extent permitted by law and subject to any applicable limitations contained in Section 768.28, Florida Statutes, indemnify, and save harmless SUBLESSOR, the Lender, any affiliate of either of them and their respective directors, officers, employees, agents, successors and assigns against any and all claims, liabilities, and expenditures of any kind, including attorney fees, court costs, and expenses,caused by any intentional or negligent act or omission of SUBLESSEE, its employees, members, volunteers, representatives, agents, or officers, or accruing, resulting from, or related to SUBLESSEE'S possession, use and operation of the referenced Equipment except for any claims, liabilities and expenditures based upon the negligence,actions or inactions of the SUBLESSOR,the Lender,any affiliate of either of them and/or their respective directors,officers,employees,agents,successors and assigns The provisions under this paragraph shall survive the termination of this Sublease. 5.4 Insurance: SUBLESSEE agrees to bear all risk of loss, damage, destruction or theft of the Equipment. SUBLESSEE must maintain insurance of the types and in the amounts not less than that set forth on Exhibit A, attached hereto, directing SUBLESSEE'S insurance company to give SUBLESSOR a certificate showing SUBLESSOR and Lender as loss payees and as additional named insureds. SUBLESSEE'S insurance policies shall be endorsed to provide SUBLESSOR and the Lender with at least sixty (60) days' prior written notice of cancellation, non-renewal, restrictions, or reduction in coverages or limits. Notice shall be sent as provided below. If SUBLESSEE does not maintain the required insurance, SUBLESSOR may obtain it and charge SUBLESSEE for it. Upon demand therefor from SUBLESSOR, SUBLESSEE agrees to immediately reimburse SUBLESSOR for all such costs and 7 expenses of SUBLESSOR for obtaining said insurance. SUBLESSEE must give SUBLESSOR and Lender prompt notice of(1)the loss,theft or destruction of any part of the Equipment, (2) any damage to the Equipment exceeding $500, or (3) any claim arising out of the ownership, maintenance, storage or use of the Equipment. SUBLESSOR and SUBLESSEE will cooperate with each other and with the Lender in deciding if insurance proceeds will be applied to the repair of the Equipment or to its purchase price. Notwithstanding anything to the contrary contained in this Sublease, SUBLESSEE shall insure the Equipment for all risk physical damage at full replacement cost. ARTICLE 6.0 NOTICES 6.1 Wherever SUBLESSOR or SUBLESSEE desire to give notice to the other, it must be given by written notice, sent by certified United States mail,with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present,the SUBLESSOR and SUBLESSEE designate the following as the respective places for giving of notice: FOR SUBLESSOR: City of Dania Beach,Florida Robert Baldwin,City Manager 100 West Dania Beach Boulevard Dania Beach,Florida 33004 With copy to: City of Dania Beach,Florida Thomas J.Ansbro,Esquire,City Attorney 100 West Dania Beach Boulevard Dania Beach,Florida 33004 FOR SUBLESSEE: Office of the General Counsel Broward Sheriff's Office 2601 W.Broward Boulevard Fort Lauderdale,Florida 33312 Any notice given hereunder by SUBLESSOR or SUBLESSEE to the other or to the Lender shall be given to the Lender by certified United States mail, with return receipt requested, addressed to the Lender at the notice address provided in the Lease, as the 8 same shall change from time to time. No notice to the Lender hereunder shall be deemed given until the Lender has actually received such notice. ARTICLE 7.0 MISCELLANEOUS 7.1 Amendments. There shall be no modifications, amendments or alterations in the terms or conditions contained in this.Sublease unless contained in a written document executed with the same formality and of equal dignity with this Sublease; provided, however, that no modifications, amendments or alterations in the terms or conditions contained in this Sublease shall be effective without the prior written approval of the Lender, which approval shall not be unreasonably withheld. SUBLESSOR shall not amend the Lease without the prior written approval of the SUBLESSEE,which approval shall not be unreasonably withheld. 7.2 Successors and Assigns. It is agreed between the parties that all covenants, conditions,agreements and undertakings contained in this Sublease shall extend to and be binding on the respective successors and assigns of the parties. 7.3 Limitation on Assignment. The SUBLESSEE may not assign or sublease this Sublease or any interest in it or the Equipment without the prior written consent from both the SUBLESSOR and the Lender, which consent shall not be unreasonably withheld, and a written opinion of nationally recognized bond counsel to the effect that any such assignment or sublease of this Sublease or any interest in it or the Equipment will not adversely effect the exclusion of the interest component of the Rental Payments from gross income for federal income tax purposes. In no event may Lessee assign or sublet this Agreement or any interest in it or the Equipment to a non-governmental entity. 7.4 Luse Administrators. SUBLESSOR'S Lease Administrator for this Sublease is the City Manager. SUBLESSEE'S Lease Administrator is the Fire Chief. In the implementation of the terms and conditions of this Sublease,as contrasted with matters of policy, each party may rely upon instructions or determinations made by the respective Lease Administrators. 7.5 Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing, signed by the designated Lease Administrator for the party against whom it 9 is asserted and any such written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed a continuing or future waiver. Any such waiver must be approved in writing by the Lender. 7.6 Non-Waiver. The failure of the SUBLESSOR or SUBLESSEE to enforce any right or remedy hereunder, or promptly to enforce any such right or remedy, shall not constitute a waiver thereof, nor give rise to any estoppel against the other party, nor excuse the other party from its obligations hereunder. 7.7 Merszer. This Sublease incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained in it and SUBLESSOR and SUBLESSEE agree that there are no commitments, agreements, or understandings concerning the subject matter of this Sublease that are not contained in this Sublease. 7.8 Joint Preparation. The preparation of this Sublease has been a joint effort of the SUBLESSOR and SUBLESSEE and the resulting document shall not, solely as a matter of judicial construction,be construed more strictly against one party than the other. 7.9 AARolicable Law and Venue. This Sublease shall be governed by the laws of the State of Florida and venue in any proceeding or action between the parties arising out of this Sublease shall be in Broward County,Florida. 7.10 No Third Party Beneficiaries. There are no third party beneficiaries of this Sublease (except the Lender and the indemnified parties), and no person or entity other than the SUBLESSOR, SUBLESSEE and Lender shall be entitled to rely hereon or benefit herefrom. 7.11 Counter. This Sublease may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Sublease to produce or account for more than one such counterpart. 7.12 Consents. Any consents,approvals and termination notices required or permitted herein may be given, withheld or conditioned at the discretion of the Lender unless otherwise provided herein; provided, however, that the Lender shall not unreasonably give,withhold or condition such consents,approvals or termination notices. 10 7.13 Severance. In the event this Sublease or a portion of it is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective. [Remainder of page intentionally left blank. Signature pages follow.] 11 IN WITNESS OF THE FOREGOING, the parties executed this Sublease on the dates set forth below,but effective as first provided in this Sublease: SUBLESSOR: ATTEST: CITY OF DANIA BEACH,FLORIDA a Florida Municipal Corporation By: By: Name: Louise Stilson,CMC Name: Patricia Flury Title: City Clerk Title: Mayor Date: By: Name: Robert Baldwin Title: City Manager APPROVED FOR LEGAL FORM AND CORRECTNESS: By: Name: Thomas J.Ansbro Title: City Attorney S-1 SUBLESSEE: BROWARD SHERIFF'S OFFICE By: Name:Al Lamberti Title: Sheriff Date: Approved as to form and legal sufficiency Subject to execution by the parties: By: Name: Judith Levine Title: General Counsel Date: ACKNOWLEDGED AND APPROVED BY: LENDER: TD EQUIPMENT FINANCE,INC. By: Name: Charles Fiumefreddo Title: Operations Manager S-2 EXHIBIT A Lease Purchase Agreement A-1 LEASE PURCHASE AGREEMENT BETWEEN TD EQUIPMENT FINANCE, INC.,AS LESSOR AND THE CITY OF DANIA BEACH,FLORIDA, AS LESSEE CLOSING DATE: DECEMBER 15, 2010 Bryant Miller Olive P.A. Ill Riverside Avenue,Suite 200 Jacksonville,Florida 32202 LEASE PURCHASE AGREEMENT BETWEEN TD EQUIPMENT FINANCE,INC,AS LESSOR, AND THE CITY OF DANIA BEACH,FLORIDA,AS LESSEE Dated December 15,2010 TRANSCRIPT INDEX 1. Lease Purchase Agreement dated December 15,2010 among TD Equipment Finance,Inc. and the City of Dania Beach,Florida Exhibit A-Equipment List Exhibit B-Terms Exhibit C-Insurance Coverage Requirements Certificate Exhibit D-Acceptance Certificate Exhibit E-See Item#3 Exhibit F-Certificate of Lessee Exhibit G-Arbitrage and Tax Certificate Exhibit H-See Item V 2. Closing Memorandum 3. Certified copy of Resolution No. 2010-076 duly adopted by the City Commission of the City of Dania Beach,Florida on May 11,2010 4. Truth-In-Bonding Statement 5. IRS Form 8038-G 6. Certificate regarding Interest Rate 7. Opinion of City Attorney 8. Opinion of Special Counsel DISTRIBUTION LIST City of Dania Beach-2 bound(1 to Finance Director, I to City Attorney) TD Equipment Finance,Inc.-2 unbound, 1 CD Bryant Miller Olive P.A.-1 CD TD EQUIPMENT FINANCE,INC. 2070 Chain Bridge Road,Suite 145 Vienna,Virginia 22182 LEASE PURCHASE AGREEMENT LESSEE: City of Dania Beach,Florida AGREEMENT is 40071514 DATED: December 15,2010 This Lease Purchase Agreement (the "Agreement") is a binding contract between TD Equipment Finance, Inc., it successors and assigns ("Lessor") and the City of Dania Beach, Florida(the "Lessee,"when referring to the governing body, and the"City," when referring to the territorial boundaries and the legal entity governed by the Lessee). 1. Agreement: In executing this Agreement, Lessee agrees to rent the equipment described in Exhibit A (the "Equipment'7. Exhibit B sets forth the terms of the Agreement, including the commencement date(the "Dated Date"),which is the date when the term begins and Lessee's obligation to pay rent accrues.Rental payments(the"Rental Payments")consist of both principal and interest components,must be paid to Lessor as instructed,and must be paid only out of legally available non ad valorem revenues budgeted and appropriated by the Lessee for such purpose. A portion of each Rental Payment represents interest and the balance of each Rental Payment represents principal, as shown on Exhibit B. To maintain the interest rate set forth in Exhibit B attached hereto, Lessee must comply with the tax covenants as set forth in Section 7 below and file informational federal tax Form 8038-G in a timely manner. If not,each Rental Payment will be increased to the Taxable Rate (as defined herein) to compensate for the loss of the tax exemption status which was assumed in the initial interest rate.The Form 8038-G is an informational return only and will not require Lessee to pay a tax. Lessee agrees to accept the Equipment when delivered,installed and operating to manufacturer's specifications and to execute the Acceptance Certificate, attached hereto as Exhibit D (the "Acceptance Certificate") supplied by Lessor as evidence thereof. Lessee agrees to hold Lessor harmless from damages,if for any reason, the Equipment Vendor (as defined herein) fails to deliver, or delays in the delivery of; the Equipment so ordered or if the Equipment is unsatisfactory for any reason whatsoever. Lessee agrees that'any delay in the delivery of the Equipment shall not affect the validity of this Agreement or the obligation to make Rental Payments hereunder. Lessee's execution of the Acceptance Certificate shall conclusively establish that the Equipment covered thereby is acceptable to Lessee for all purposes of this Aft. If Lessee fails or refuses to sign the Acceptance Certificate within a reasonable time, not to exceed five (5)business days, after the Equipment has been delivered, installed and is operating to manufacturer's specifications, Lessor shall have the option of treating this Agreement as cancelled by Lessee Page 1 of 13 and Lessee shall automatically assume all of Lessor's rights and obligations as purchaser of the Equipment 2. The QbligatWn to Make EaMots Rental Payments shall be due and payable as set forth in Exhibit B hereto. The obligation of Lessee to pay Rental Payments hereunder is a current expense of Lessee and not a debt This obligation shall not be or constitute a general obligation or indebtedness of Lessee or be a"bond"within the meaning of the Constitution of the State of Florida(the"State')but shall be a special,limited obligation of Lessee payable from legally available non-ad valorem revenues annually budgeted and appropriated for such purpose during the then current fiscal period ("Appropriation Period") provided herein. All payments made by or on behalf of Lessee hereunder shall be nonrefundable. Except in the Event of Nonappropnation (hereinafter defined) as set forth in this Paragraph, Lessee's obligation to pay such Rental Payments shall be absolute and unconditional and is not subject to any abatement, set-off, defense or counter-claim for any reason whatsoever. Lessee hereby represents and warrants that it has funds available to pay the Rental Payments set forth on Exhibit B through the end of the current fiscal year ("First Appropriation Period'J. Notwithstanding the foregoing,the obligation of Lessee to make payments hereunder is subject to the annual appropriation by Lessee in each successive Appropriation Period of funds sufficient to make the required Rental Payments hereunder for such Appropriation Period. Hence, after the First Appropriation Period, if Lessee has not appropriated sufficient funds to pay Lessor the Rental Payments due for the then currant.Appropriation Period an Event of Nonappropriation(an"Event of Nonappropriation")shall be deemed to have occurred. Lessee shaIl promptly deliver notice thereof to Lessor and shall endeavor to give such notice as soon as a decision of non-appropriation is made. Such notice shall state that the termination of this Agreement was caused by the failure of the Lessee to appropriate moneys to make Rental Payments due hereunder and that Lessee shaIl promptly, upon the effective date of such termination,return the Equipment at the expanse of the Lessee,and as instructed by Lessor, as hereinafter provided. If an Event of Nonappropriation has occurred,this Lease 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. Upon termination of this Lease as provided in this Section, Lessee shall not be responsible for the payment of any additional Rental Payments coming due in succeeding fiscal years. Lessee shall then, at Lessee's expanse, promptly return the Equipment to Lessor to such location as shall be specified by Lessor. Lessor may then sell or re- lease the Equipment with or without advertisement,at public or private sale or leasing,without notice to Lessee, free of any of Lessee's interest, without any duty to account to Lessee for Lessor's actions or inaction or for any sale'or re-lease proceeds. Any net proceeds of any sale or re-lease of the Equipment upon the occurrence of an Event of Non Appropriation or as may otherwise be provided under this Aft shall be applied in the following order of priority: first, to pay all of Lessor's costs, charges and expenses incurred in taking, holding,repairing, selling, leasing or otherwise disposing of the Equipment than second, to the extent not previously paid by the Lessee, to pay Lessor all Rental Payments due under this Agreement through the termination date;than third,to pay the purchase option amount applicable as of the Page 2 of 13 date of the then current Appropriation Period, as shown in the balance column on the debt service table set forth in Exhibit B,then fourth,to pay any remainder to Lessee. THE RENTAL PAYMENTS ARE TO BE MADE ONLY FROM LESSEE'S LEGALLY AVAILABLE NON-AD VALOREM REVENUES BUDGETED AND APPROPRIATED ON AN ANNUAL BASIS, AND NEITHER LESSEE, THE STATE, NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY ANY SUMS DUE UNDER THIS AGREEMENT FROM THE COMPELLED LEVY OF AD VALOREM OR OTHER TAXES EXCEPT FROM THOSE LEGALLY AVAILABLE NON-AD VALOREM REVENUES BUDGETED AND APPROPRIATED BY LESSEE ON AN ANNUAL BASIS, AND NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF LESSEE, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF ARE PLEDGED FOR PAYMENT OF SUCH SUMS DUE UNDER THIS AGREEMENT. 3. �i�quigment: Lessee agrees and acknowledges that (i) Lessee has selected the Equipment to be acquired by Lessor and rented to Lessee,(ii)the Equipment is,and during the period of this Agreement shall remain,personal property to the Lessee,(m) the Equipment will have a useful life in Lessee's hands that is substantially in excess of the initial term of this Agreement; and (iv) Lessee does not intend,without the Lessor's prior written consent,to sell, or otherwise dispose of, the Equipment during the term of the Agreement. Lessee may contact the seller of the Equipment directly,as Lessor's agent,to effect the acquisition of the Equipment. When Lessee accepts the Equipment,Lessee must deliver to Lessor an Acceptance Certificate.If the Equipment has not been identified on the date of this Agreement, the purchase amount shown in the balance column shown on Exhibit B shall be deposited in an account held pursuant to an escrow agreement to be entered into among Lessor, Lessee, and TD Bank, National Association, as escrow agent("Escrow Fund"). The Lessee shall submit an invoice for the Equipment to Lessor and upon Lessor's approval of such invoice, Lessor shall cause the acquisition of the Equipment to be funded directly to the Equipment Vendor(as defined herein) out of moneys in the Escrow Fund. Alternatively, the Lessee shall submit to the Lessor an invoice for the Equipment and a check evidencing payment to the Equipment Vendor by the Lessee for such Equipment and upon Lessor's approval of such invoice and such evidence of payment; Lessor shall cause the Lessee to be reimbursed for the acquisition of the Equipment out of moneys in the Escrow Fund. However,upon acquisition of the Equipment,Lessee must execute and deliver to Lessor,an Acceptance Certificate,according to the provisions set forth in Section 1. Lessee may assert claims and right's that Lessor may have against any manufacturer of the Equipment as well as the agents or dealers of the manufacturer of any portion of the Equipment(the"Equipment Vendor'. 4. Title to the Egjpmeat: During the term of this Agreement, legal title to all Equipment and any and all repairs, replacements, substitutions and modifications thereto for federal income tax and accounting purposes,for purposes of Section 7 hereof, and for all other purposes shall be in the name of Lessee. By•paying the final rental payment due hereunder, Lessee shall be deemed to have exercised Lessee's option to maintain ownership of the Equipment after the term of this Lease, and upon such payment; Lessor shall be obligated to Page 3 of 13 take any actions necessary to evidence the termination of any obligations of Lessee to Lessor hereunder. Following an Event of Default or an Event of No L. oblgation or upon other termination of this Agreement for any reason other than Lessee's rights under Section 5,title to the Equipment will immediately vest in Lessor and Lessee will surrender possession of the Equipment to Lessor. Lessee will promptly execute, or otherwise authenticate, and deliver to Lessor such further documents, instruments, assurances and other records, and take such further action as Lessor from time to time may 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 under such documents. 5. Refinance/Option to Purchase: Lessee, at its sole discretion, may refinance this Agreement at any time during the lease team. Lessee shall be entitled and shall have exercised its option to retain title to the Equipment: (a) upon payment in full of all Rental Payments in accordance with Exhibit B hereof and all other amounts due hereunder, or (b) upon written notice delivered at least thirty(30) days in advance of a proposed date(which shall be a date scheduled for payment of a Rental Payment) for payment and upon payment an such date of the prepayment price equal to all principal due and remaining unpaid and interest accrued to such date of prepayment,plus a prepayment fee of two percent(2%)of such principal due and remaining unpaid. When Lessee exercises its rights hereunder to retain title to the Equipment and Lessor shall have received all amounts due under this Agreement,then this Agreement shall terminate, and Lessee shall be deemed to have accepted such Equipment AS IS, WHERE IS, WITHOUT WARRANTIES, EXPRESS OR RAPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR Fr1NESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except that the Equipment shall not be subject to further obligations of Lessee created by or arising through this Agreement. 6. RRponsibilities for Eaair and Maintenance: Lessee agrees to maintain the Equipment in good condition and make all necessary repairs and replacements at Lessee's expense.Lessee agrees to maintain a maintenance log for the Equipment and permit Lessor to inspect the Equipment and the maintenance log(s). Lessee must have the Equipment serviced and repaired at Lessee's expense when servicing or repair is required within intervals not exceeding M%of those recommended in the Equipment's owner's manual(s). 7. Tax Covenants-, Lessee will not make or direct any use of the proceeds of the obligation provided herein or any other funds which will cause such obligation to be an "arbitrage bond" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended and the treasury regulations promulgated thereunder(the "Code"), to be "federally guaranteed" within the meaning of Section 149 of the Code or to be a "private activity bond" within the meaning of Section.141(a) of the Code. To that end,so long as any Rental Payments are unpaid, Lessee, with respect to such proceeds and such other funds, will comply with all requirements of such Code sections and all regulations of the United States Department of the Treasury issued thereunder to the extent that such requirements are,at the time,applicable and Page 4 of 13 in effect. Furthermore, to the extent applicable pursuant to Section 148(f) of the Code, Lessee covenants to complete or cause to be completed all reporting requirements and rebate all positive arbitrage to the Unified States of America.Lessee covenants that the Equipment will be used only for the purpose of performing one or more of Lessee's governmental or proprietary functions,and that the Equipment will.not be used in a trade or business of any person or entity other than Lessee on a basis different from the general public. Lessee will not use or permit the use of the Equipment by any person for a"private business use"within the meaning of Section 141(b) of the Code in such matter or to such extent as would result in the inclusion of interest received hereunder in gross income for federal income tax purposes under Section 103 of the Code. Lessor and the Lessee agree to cooperate in performing all acts and things legally required or desirable in order to assure that the interest component of the Rental Payments will not be included in the gross income of Lessor or its assigns for federal income tax purposes. If any event shall occur so that the interest component of the Rental Payments become includible in the gross income for federal income tax purposes of the recipient of such Rental Payments(an"Event of Taxability"),the interest rate on the lease payments shall increase to the prime rate as published on the first day of the month in the Wall Street journal plus two percent (2%) (the "Taxable Rate") from the date of the occurrence of the Event of Taxability. Lessee agrees to pay and indemnify Lessor for all interest,penalties,fines,additions to taxes,levied or assessed on the lease or Lessor as a result of the Event of Taxability. S. Lessee's Risk of Loss or Daman; Lessee agrees to bear all risk of loss, damage, destruction or theft of the Equipment. Lessee must maintain insurance of the types and in the amounts not less than that set forth on Exhibit C,directing Lessee's insurance company to give Lessor a certificate showing Lessor as lender loss payee and an additional named insured. If Lessee does not maintain the required insurance,Lessor may obtain it and charge Lessee for it. Upon demand therefor from Lessor,Lessee agrees to immediately reimburse Lessor for all such costs and expenses of Lessor for obtaining said insurance. Lessee must give Lessor prompt notice of (1)the loss, theft or destruction of any part of the Equipment, (2) any damage to the Equipment exceeding$500,or(3)any claim arising out of the ownership,maintenance,storage or use of the Equipment. The parties will cooperate in.deciding if insurance proceeds will be applied to the repair of the Equipment or to its purchase price. If Lessor receives insurance proceeds exceeding the amount of the purchase price shown on Exhibit B,plus the interest due thereon, or the amount required to complete agreed upon repairs to the Equipment, Lessor agrees to forward the excess proceeds to Lessee. 9. Indemnification Except for the negligent acts or omissions of Lessor arising out of entering into this Agreement, including any misstatements of material fact, in connection with any transfer of this Agreement,because Lessee has selected the Equipment for Lessee's use and purposes, and because Lessee operates and maintains the Equipment, Lessee agrees, to the extent permitted by law of the State of Florida, to indemnify Lessor against any and all loss, damage, injury, claims, taxes (excluding Lessor's income taxes), fees, fines, penalties and Page 5 of 13 incl legal fees and of a kind that relate to the use, operation, expenses ( u�8 g �Y o condition or maintenance of the t b Lessee. Lessee's obligation to ��P ��P� Y indemnify Lessor will continue after termination of the Agreement as to all matters, except those which arise from Lessor's (or anyone Lessor sells or re-leases the Equipment to) use, operation,ownership,condition or maintenance of the Equipment following termination. id. No WumuW LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES CONCERNING THE EQUIPMENT, INCLUDING BUT NOT LIIV= TO MERCHANTABILITY, SUITABHM OR FITNESS FOR A PARTICULAR USE. THIS SECTION IN NO EVENT 15 INTENDED TO AFFECT THE WARRANTIES OR REPRESENTATIONS CONTAINED IN ANY CONTRACT ENTERED INTO FOR THE ACQUISITION OF THE EQUIIMENT. 1L Termination: This Aft will terminate: (1)upon payment of all amounts due hereunder by Lessee to Lessor for the term of this Agreement,(2)if there shall occur an Event of Nonappropriabon, at the time set forth in Section 2, provided that Lessee has returned the Equipment and paid all amounts including interest thereon due and unpaid deriving from the Appropriation Period then in effect for which the Lessee has appropriated adequate funds, (3) upon Lessee's purchase or refinance of the Equipment under Section 5 and Lessee's payment of all amounts due including interest and any prepayment fee due hereunder, (4) at.Lessor's option if Lessee defaults as described in Section 12,or(5)if all or any portion of the Equipment has been lost, stolen or damaged beyond repair, upon Lessor's receipt of insurance proceeds covering the purchase price of the lost,stolen or damaged Equipment and the remittance of any excess proceeds as indicated in Section 8 above. When.this Agreement terminates,if Lessee has not paid to Lessor all amounts due hereumder, Lessee must, at Lessee's expense, return the Equipment to Lessor at the address specified by Lessor, in as good condition as when Lessee received it,ordinary wear excepted. Lessee must remove all signs and markings and make all repairs(other than for ordinary wear)requested by Lessor. If Lessee does not,Lessor may do so and charge Lessee for it. Lessor may sell or re-lease the Equipment with or without advertisement at public or private sale or leasing, without notice to Lessee, free of any of Lessee's interest, without any duty to account to Lessee for Lessor's actions or inaction or for any sale or re-lease proceeds. Any net proceeds of any sale or re-lease of the Equipment upon the occurrence of an Event of Non-Appropriation or as may otherwise be provided under this Agreement shall be applied in the following order of priority: first,to pay all of Lessor's costs, charges and expenses incurred in taking, holding, repairing, selling, leasing or otherwise disposing of the Equipment;then second,to the extent not previously paid by the Lessee,to pay Lessor all Rental Payments due under this Agreement through the termination date;then third, to pay the purchase option amount applicable as of the date of the then current Appropriation Period, as set forth in Exhibit B; then fourth, to pay any remainder to Lessee. No prepaid interest will be rebated to Lessee upon termination. 12. Default The following constitute "Events of Default" under this Agreement: (a) failure by Lessee,other than due to an Event of Non-Appropriation,to pay any Rental Payment or other payment required to be paid hereunder within three days of when such amounts are Page 6 of 13 due;or(b)failure by Lessee to maintain insurance on the Equipment in accordance with Section 8;or(c)failure by Lessee to observe and perform any other covenant;condition or agreement on its part to be observed or performed for a period of fifteen(15)days after written notice is given to Lessee by Lessor, specifying such failure and requesting that it be remedied, provided, however, that if the failure stated in such notice is capable of being cured but cannot be corrected within such fifteen(15)day period,Lessor will not unreasonably withhold its consent to an extension of such tune for so long as Lessor shall deem reasonable if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; or (d) initiation by Lessee of a proceeding under any federal or state bankruptcy or insolvency law seeking relief under such laws concerning its indebtedness, or (e) the determination by Lessor that any representation or warranty made by Lessee in this Lease was untrue in any material respect upon the execution hereof. If any such Event of Default occurs, Lessor, by written notice to Lessee, may declare this Agreement in default and demand that Lessee pay all unpaid Rental Payments payable by Lessee pursuant to the Agreement and other amounts payable by Lessee due hereunder to the end of the then current Appropriation Period. The Equipment must then be returned to Lessor (as directed and at the address specified by Lessor) at Lessee's expense, and the Equipment and all Lessee's rights therein shall be deemed surrendered to Lessor. Upon declaration of an Event of Default, Lessor may repossess the Equipment with or without process of law, and for the purposes may enter upon any of Lessee's premises or other's premises,wherever the Equipment may be found, without liability therefor. Lessor may recover from Lessee any unpaid amounts due or to become due for the remainder of the then current Appropriation Period, together with all expenses, including attorney's fees and legal expenses(to the extent permitted by law)incurred by Lessor to enforce its ruts hereunder. The repossession and sale of the Equipment shall not affect Lessor's right to recover from Lessee all damages which Lessor has suffered because of Lessee's breach. Lessor may sell or release the Equipment with or without advertisement; at public or private sale or leasing, without notice to Lessee, free of any of Lessee's interest, without any duty to account to Lessee for Lessor's actions or inaction or for any sale or re-lease proceeds. Any net proceeds of any sale or re-lease of the Equipment upon the occurrence of an Event of Non- Appropriation or as may otherwise be provided under this Agreement shall.be applied in the following order of priority: first, to pay all of Lessor's costs, charges and expenses incurred in taking, holding, repairing, selling, leasing or otherwise disposing of the Equipment; then second,to the extent not previously paid by the Lessee, to pay Lessor all Rental Payments due under this Agreement through the termination date; then third, to pay the purchase option amount applicable as of the date of the then current Appropriation Period, as set forth in Exhibit B; then fourth, to pay any remainder to Lessee. If Lessor is unable to repossess any Equipment after a default, the Equipment shall be deemed to have suffered a total loss compensable under Section 8. Subject t:o the next sentence,Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under such Lease. Lessor and the Lessee acknowledge that (i) this Agreement is not intended to create a mortgage of or a security interest in the Equipment as proscribed by Nohrr v. Brevard Countv Educational Facilities Authori ,247 So.2d 304(Fla. 1971);and(H)Lessor may not exercise any Page 7 of 13 I foreclosure-type remedies if an Event of Default occurs,State v.Brevard County.539 So.2d 461 (Fla.1%9),notwithstanding any provisions to the contrary in this Agreement. 13. Lima: This Equipment must be kept free of all liens and encumbrances at all times. 14. Limitation on Amdpmcck The Lessee may not assign or sublease this Agreement or any interest in it or the Equipment without Lessor's prior written consent and a written opinion of nationally recognized bond counsel to the effect that any such assignment or sublease of this Agreement or any interest in it or the Equipment will not adversely effect the exclusion of the interest component of the Rental Payments from gross income for federal income tax purposes. In no event may Lessee assign or sublet this Agreement or any interest in it or the Equipment to a non-governmental entity. Lessor may assign or sell its interest under this Agreement, in whole or in part, without Lessee's consent, but the assignment will not be effective until Lessee has received notice disclosing the name and address of assignee and information sufficient to enable Lessee to meet the requirements of Section 149(a) of the Code. Lessee shall be provided with written notice of Lessor's assignment;provided,however,Lessee shall continue to submit Recital Payments to Lessor until it receives such notice. During the term of this Agreement, Lessee shall keep a complete and accurate register of all such assignments in form necessary to comply with Section 149(a)of the Code. 15. Late Chu=: If Lessee does not pay Rental Payments due under this Agreement on their due date, Lessor may charge Lessee a late fee of$5.00 or 5% of the amount that is late, whichever is more; provided that, in no case shall amounts be charged hereunder if such amounts are treated as interest and the rate of such interest exceeds the maximum amount allowable by law. 16. Exhibit Exhibits A through H attached hereto are part of this Agreement, incorporated herein by reference,and must be executed by Lessee,where applicable. 17. Other Tema; This Agreement constitutes the entire agreement between the parties as to the subject matter it covers and may not be changed except by a written agreement signed by Lessee and Lessor. If any part of this Agreement is or becomes invalid illegal or unenforceable, such invalidity, illegality or unenforceability will not affect the other or remaining provisions hereof. This Agreement and all rights and actions arising under it shall be governed by the laws of the State of Florida. No waiver, consent, modification or change of terms of this Agreement shall bind either party unless received in writing signed by both parties, and then such waiver, consent; modification or change shall be effective only in the specific instance and for the specific purpose given. This Agreement may be executed in several counterparts. All notices must be addressed to the parties at their addresses shown an Exhibit B, or at another address specified by either party in writing and shall be deemed given when delivered or mailed by registered mail,postage prepaid.To the extent applicable,Lessee hereby waives any and all rights and remedies granted Lessee by Sections 508 through 522 of Article 2A of the Uniform Commercial Code including,by way of example only and not as a limitation, the right to repudiate this Agreement and reject the Equipment; the right to cancel this I i I Page 8 of 13 Agreement; the right to revoke acceptance of the Equipment the right to grant a security interest in the Equipment in Lessee's possession and control for any reason;the right to recover damages thereunder for any breach of warranty or for any other reason deduct all or any part of the claimed damages resulting from Lessofs default,if any,under this Agreement;the right to accept partial delivery of the Equipment;the right to"cover"by making any purchase or leases of or contract to purchase or lease Equipment in substitution for those due from Lessor; the right to recover any general, special, incidental or consequential damages, for any reason whatsoever; and the right to specific performance, replevam, detinue, sequestration, claim and delivery and the like for the Equipment The waivers contained herein shall not constitute a waiver by Lessee of any of its rights or remedies against the Equipment Vendor and/or manufacturer of the Equipment. 18. Lessee Representations and Warranties: Lessee hereby represents, warrants and covenants to Lessor the following with respect to this Agreement as of the date Lessee executes the Acceptance Certificate: (a) Lessee is duly organized and validly existing under the laws of the State of Florida, with adequate power and capacity to enter into this Agreement, all documents related to the purchase of the Equipment and any other documents required to be delivered in connection with this Agreement or the Equipment(hereinafter "Documents"); (b) the Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their respective terms, except to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws; (c) no approval, consent or withholding of objections is required from any federal,state or local governmental authority or instrumentality with respect to the entry into or performance by Lessee of the Documents, except such as have already been obtained;(d)the entry into and performance by Lessee of its obligations under the Documents will not(i)violate any judgment,order,law or regulation applicable to Lessee or(ii) result in any breach of,constitute a default under or result in the creation of any lien, charge, security interest or other encumbrance upon any item of the Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than this Agreement or any purchase money security interest retained by any supplier) to which Lessee is a party;and(e)there are no suits or proceedings pending or threatened in court or before any regulatory commmisakm, board or other administrative governmental agency against or affecting Lessee,which will have a material adverse effect on the ability of Lessee to fulfill its obligations under this Agreement; and(f) lessee has complied with all statutes, laws, regulations and procedures in entering into this Agreement and the matters contemplated hereby. 19.'Lessor Representations and Warranties:Lessor represents, covenants and warrants as following: a) Lessor is a corporation duly organized,existing and in good standing under the laws of the State of New Jersey and is authorized to do business in the State of Florida;has full and complete power to enter into this Agreement,to enter into and to carry out the transactions contemplated by it hereby and thereby and to carry out its obligations Page 9 of 13 under this Agreement,is possessed of full power to own and to hold real and personal property and to lease the same, and has duly authorized the execution and the delivery of this Agreement, and all other agreements, certificates and documents contemplated hereby and thereby. b) Neither the execution and the delivery of this Agreement,nor the fulfillment of or the compliance with the terms and the conditions thereof, nor the consummation of the transactions contemplated hereby and thereby conflicts with or results in a breach of the terms, the conditions or the provisions of any restriction, any agreement or any instrument to which Lessor is now a party or by which Lessor or its property is bound, constitutes a default under any of the foregoing that results in the creation or the imposition of any lien,charge or encumbrance whatsoever upon any of the property or the assets of Lessor or upon the Egtupment. 20. ice' In consideration for and upon the execution of this Agreement, Lessor hereby agrees to pay to the Lessee the amount of $889,744.06 which will be deposited in a separate project account which will be maintained by the Lessee (subject to the provisions of Section 3 hereof)for the purchase of the Equipment and related costs. 21. Conditions of Closing Prior to payment to Lessee as stated in Section 20, Lessor shall receive the following: a) this Agreement executed by Lessee and Lessor; b) an executed Exhibit B to this Agreement; c) an executed Insurance Coverage Requireanents Certificate, a form of which is attached hereto as Exhibit Q d) an executed Acceptance Certificate,a form of which is attached hereto as Exhibit D; e) a duly adopted resolution of Lessee,in form and substance acceptable to Lessor and including those matters set forth in Exhibit E hereof; f) an executed Certificate of Lessee,a form of which is attached hereto as Exhibit F, g) an executed Arbitrage and Tax Certificate, a form of which is attached hereto as Exhlit G for New Money Projects; h) an opinion of counsel to Lessee,substantially in the form of the opinions set forth in Exhibit H; i) for any Equipment that are motor vehicles,properly completed certificates of title for such vehicles; j) an executed Form 8038-G; k) an executed escrow agreement,if required under the provisions of Section 3 hereof; and Page 10 of 13 1) any and all opinions, certificates, instruments, financing statements or other documents as Lessor may request to evidence compliance with the agreements to be performed and all conditions to be satisfied under this Agreement. [Remainder of page intentionally left blank. Signature page follows] Page 11 of 13 IN WITNESS WHEREOF, the unders:8 parties have executed this Lease Purchase Agreement as of the date first set forth above. LESSOR: TD EQUIPMENT FINANCE,INC By: rAz Name: Charles F' Title: Operations I i I r Page 12 of 13 IN WITNESS WHEREOF, the undersigned parties have executed this Lease Purchase Agreement as of the date first set forth above. LESSEE: CM OF DANIA BEACH,FLORIDA By: N Robert ialdwin Title: City Manager JURISDICTION: County of Broward,State of Florida l Page 13 of 13 E)GHBIT A EQUIPMENT Q Deaw:pfin value 1 Pierce Velocity Aerial 75'Heavy Duty Ladder $787,095.00 1 Various Related Equipment 157,830.62 Subtotal: $944,925.62 Loan Balance: $889,744.06 Amount Due From City: $55,18156 I Al EXHIBIT B TERMS 1. The Equipment which is the subject of the Lease Purchase Agreement is more fully described in Exhibit"A"to the Lease Purchase Agreement. 2. Fixed Interest Rate: 2.93%calculated on a 30-day/360 year basis 3. Principal Amount: $889,744.06 4. Dated Date: December 15,2010 5. Debt Service: IixW Arad Eating Ptiadpd CWFW Waco DcW Scn ice Dc61 Smite 04!`W2011 8,WA3 8,689.83 10;152011 Ok97441 2930% 13,034.76 102,009.17 11009 00 "I 12012 IL731.26 11,731.26 10r 1512DI 2 K974.41 2.9 30% I L731:26 100,705.67 1.12,43+633 04,'1512013 T0,427M 10,427.92 I0`152013 BL97441 2SO-i. 10,42712 99,402.23 109.830.03 OVIS-2014 9324.32 9,12432 1WI513014 88,974A1 2.93WN 9.124.32 98,09L73 107223.05 (9.1 W2015 7,00 9 7,820.88 l0i M2a13 8k974A1 2.93(N 7,82DS8 96 79529 104,616.17 0413/20I6 6,51738 017.38 1WY2016 BL974AI 2.930% 6.51738 9SA91.79 102,00917 0VW2017 5.213.88 5.213.88 1WI 2017 W974A1 293174 5,213.,K 94.1U29 99,402.17 0415,2018 3,910.44 391044 10115,2018 BL974A1 2.930% 3.910.44 92,5805 96,79529 0411-2019 2,6wx 2,606.94 16-'W2019 K974A1 23Wit 2406.94 91,58135 94JU29 0013.2420 1,303.50 1,303.50 I 15 2020 gk97437 29305.41 L30 .50 90.,277.87 91391.37 M.,744 46 1.39.=43 1.028,78149 1.02V IA9 i 6. The Equipment will be located at: Items(a)and(b)of Exhibit A: 102 West Dania Beach Boulevard Dania Beach,Florida 33004 B-1 7. Address of Lessee,for notification piuposes,is: Louise Stilmi,City Clerk City of Dania Beach,Florida 100 West Dania Beach Boulevard Dania Beach,Florida 33004 Phone:(954)924-6800 x.3624 With a copy to: Mark Bates,Finance Director City of Dania Beach,Florida 100 West Dania Beach Boulevard Dania Beach,Florida 33004 Phone:(954)924-6800 x.3620 8. Address of TD for notification purposes,is: TD Equipment Finance,Inc. 1006 Astoria Boulevard Cherry Hill,New Jersey 08034 Acknowledged and Accepted: LESSEE:CITY OF DANIA BEACH,FLORIDA . By: hiamelf: Robert Baldwin Title: City Manager B-2 Err C INSURANCE COVERAGE REQUIREMENTS CERTIFICATE 1. in accordance with Section 8 of the Lease Purchase Agreement, we have instructed the insurance agent named below (please f LU in name, address, contact person, telephone and facsimile numbers). Public Risk Insurance Agency P.O.Box 2416 Daytona Beach,Florida 32115 to issue: a. All Risk Physical Damage Insurance on the leased Equipment(as defined in the Agreement)evidenced by a certificate of Insurance and Long Form Lender Loss Payable Clause naming Lessor"and/or its assigns"as Lender Loss Payee. b. Public Coverage Required: $1,000,000.00 per person $1,000,000.00 aggregate bodily injury liability $1,000,000.00 property damage liability OR 2. We are self-insured for all risk, physical damage, and public liability and will provide proof of such self-insurance in letter form together with a copy of the statute authorizing •this form of insurance. 3. Proof of insurance coverage as provided in Section 1 or 2 of this Exhibit C will be provided to TD prior to the time that the Equipment or Unit thereof is delivered to us. Certified this 151i1 day of December,2010 LESSEE: CITY DANIA BEACH,FLORMA By: N : Rober0aldwin Tide: City Manager C-1 CERTIFICATE OF COVERAGE ISSUED ON: 12/14/2010 COVERAGE PROVIDED BY:PREFERRED GOVERNMENTAL INSURANCE TRUST PACKAGE AGREEMENT NUMBER:PK2FL1 ON200109-01s COVERAGE PERIOD:IWI/IN!TO 1011/201112:01 AM COVERAGEE:This is to corny that lho agremment below has boon issued to the desig-1 I member for the coveralls requiren tit,term or condition of any corbel or other document withrasped to which this cof Wiceb�Y be issued or periodNohnklie rudir db apreenrord described herein subject to mil the tem►excl.eusions and w "lions of such agrssment may pertain,the enwraps alfadTlod by to Mail to:Certificate Holder D084naled Afember TD Equipment Finance City of Da►Ma Boo* 2070 Chain Bridge Read,Saih 145 100106st Darla Booth Blvd Vienna,VA 22102 Darla Beach,FL 3900! LIABILITY COVERAGE WORKERS'COMPENSATION COVERAGE X Comprehensive General Liability,Bodily Injary,Property Damage WC AGREEMENT NUMBER: mad Personal Wary Limit S 1,000,000/$2,000,000 $0 Deductible Self Immured Workers'Compe tom X Public Officials Liability Limit S1,000,000 $15,000 Deductible Statutory Workers'Coapemsotiea X Employment Practices Liability Limit S1,0W,000 $10,000 Deductible Employers Liability X Employee Bemeft Liability Each Accident Limit S 1,000,000/S2,000,000 BY Due Aggregate Disease Law Eutommemt Liability Limit PROPERTY COVERAGE AUTOMOBILE COVERAGE X Buildings dr Personal Properly Automobile Liability Per schedule on file with S2,500 Deductible Limit$1,000,000 $0 Deductible TrustLimit See coven X All Owned Note: Re ag►rerrcxrtjor derails on Mind flood and adreP dednctiblu. Specifically Described Autos Pcc 1Y X Rented,Borrowed and Leased Equipment X Hired Autos Limit$50,000 TIV See Schedule for Deductible X Non-Owned Autos X AO other Inland Marine Automobile Physical Desloge Limit S2,344,114 TIV See Schedule for Deductible X Comprehensive See Schedule for Deductible X Collision See Schedule for Deductible X Hired Auto with limit of$35,000 Garage Keeper Liability Limit Liability Deductible Comprehensive Deductible Collision Deductible NOTE:The limit of tmbiity Is$100,000 Boft Injury crud.,Property Dommlie pmf parson or SM.000 Badly Injury and/or Property Damage par occumsnce. Than specific limits of liability we incressed to limits shown above per occurrorm,coley for any liability resullin0 from on"of a debris bu7 pursuant to Section 768.28(5) Florida Statutes or limbiity imposed pursuant lo Federal Law or actions outside the Stets of Florida. ,0tMa1 '' tsl�l pm4lEtba Il eateVtfl jtrlAWGtrt biA1tt41TM 9-1 ? �1 r ersl+rAttmti.,raMhrgriwm nalitmsdMfjY This cortl8cate is issued n a matter of info im on ony and confers no rights upon the eortl0eale holder.This cortlRcoM don not emend.extend or abler the coverapo allarded by the agreement above. cAxucm LATroHR pp�y .�y� m1IXA.D ANY PART OF TNH ABOVE nFILLtBaJAWt6a1s$fr aF CANCa.lEp a8nOR677a ID0`mtATgNpAT6 ST+• ldTl�! ,:' Belli OPR�m WRnTm ►OR M"AnfibfOF PTO flu C'mCMCATR Hot= .: M0T7C6. 1 DAYS !r0'nCE PROiUTA .�. .• NAR)ANOVE,e17f PALLORE TOMAa.AR:I►H MMiALLDSMNOO®.EVATXNDKLIABD.RYOPANY :+ meID L"M TFmi PROGRAM.RS ADENn1OR REPRaInUATIM. A H i A Vlko--� (11/09, ;:P ...... ..,., .6:..C. .s".. ;. ,...e ...'! AITrHOREMREPRESENTATIVE+ 12/14/2010 II PGIT 7MT R/NTFOItM EMIBIT D ACCEPTANCE CERTIFICATE The undersigned, CITY OF DANIA BEACH, FLORIDA, as Lessee under the Lease Purchase Agreement(the"Agreement')numbered 40071514,with TD EQUI13MENT FINANCE, INC., Lessor, acknowledges receipt in good condition of a fire truck and related equipment described in Exhi.-A'W attached to the Aft,a copy of which is attached hereto. The undersigned officer of Lessee hereby reaffirms in all respects the provisions relating to arbitrage contained in the Agreement, and represents that, to the best of his or her knowledge,information and belief,the expectations therein expressed were reasonable as of the date on which they were made,and are reasonable as of this date, and that there were, and are as of this date, no facts, estimates or circumstances other than those expressed therein that would materially affect the expectations expressed therein. Certified this 15th day of December,2010: LESSEE: CITY OF DANIA BEACH FLORIDA By: N : Robert aldwin Title: City Manager i i I D-1 EXHIBIT E SEE ITEM#3 i EXHIBIT F CERTIFICATE OF LESSEE The undersigned,CITY OF DANIA BEACH,FLORIDA, duly authorized representative of the named Lessee under that certain Lease Purchase Agreement December 15, 2010 with TD EQUIPMENT FINANCE, INC. as Lessor (the "At")hereby certifies as follows and in accordance with the requirements of the Agreement. Capitalized terms used herein have the same meaning as in the Agreement: A. INCUMBENCY OF OFFICERS AND SIGNATURES: I hold the position noted under my signature, and I have all the authority necessary to execute and deliver this Certificate. The following officers of Lessee are duly elected or .appointed,and their signatures are true and correct and where required,have been filed with the appropriate officials of the State: Signature Name: Robert Baldwin Name: Mark Bates Title: City Manager Title: Finance Director B. ESSENTIAL USE: 1. The Equipment will be used by the Lessee for the specific purpose of: public safety. 2. The Equipment is essential for the functianing of Lessee and is immediately needed by Lessee. Such need is neither temporary nor expelled to diminish during the term of the Lease. The Equipment is expected to be used by Lessee for a period in excess of the term of the Lease. 3. Funds are expected to come from the General Fund of Lessee. This certificate is based upon facts, circumstances, estimates and expectations of Lessee as of the date on which the Agreement was executed, and to the best of my knowledge and belief, as of this date, such facts, circumstances and estimates are true and correct and such expectations are reasonable. I P-1 IN WITNESS YMEREOF,I have executed and delivered this certificate as of the 15th day of December,2010. WITNESS: Signature Name&Tide �y pIS Furst F-2 EXHIBIT G ARBITRAGE AND TAX CERTIFICATE I, Mark Bates,hereby certify that I am the duly qualified Finance Director of the City of Dania Beach, in the County of Broward, Florida ("Lessee"), and HEREBY CERTIFY TO THE BEST OF MY KNOWLEDGE AND BELIEF as follows: L GENERAL. 1.1. The Leese. I am charged with the responsibility of executing a Lease Purchase Agreement(the"Lease")with TD Equipment Finance,Inc.("Lessor"),dated as of December 15, 2010 in the principal amount of$889,744.06. The Lease provides the Lessor with certain rights to receive Rental Payments, consisting of a principal portion and an interest portion, and with certain other rights under the lease. .All initially capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Lease. 1.2 Amount Deemed Received Under the Lease. The Lessee is deemed to have received$889,744.06. 1.3. The Lease The Lessee is authorized to enter into the Lease pursuant to the Constitution and Laws of the State of Florida and certain proceedings of the governing body of the Lessee. 1.4. T M of Proceeds. The proceeds from the Lease will consist of sale proceeds. 1.5. Reeulat jams. References to Regulations mean the Treasury Regulations promulgated under Section 103,and Sections 141 through 150 of the Internal Revenue Code of 1986,as amended(the"Code"). 1.6. Defined Terms. The following terms have the meanings ascribed to them in the Regulations (and the Code, where indicated) unless the context hereof clearly required otherwise: (a) available amount,§1.148-1(b); (b) bona fide debt service fund,91.148-1(b); (c) bond year, §1.148-1(b); (d) capital expenditure,§1.150-1(b); (e) computation date,§1.148-3(e), (f) fair market value,§1.148-5(d)(6); G-1 (g) gross proceeds,§1.148-1(b); (h) investment,§1.148-1(b); (i) investment proceeds,§1.148-1(b), 0) investment property,§148(b)(2); (k) investment-type property,§1.148-1(ex2); (1) issue,§1.150-1(c), (m) net sale proceeds,§1.148-1(b), (n) nonpurpose investment,§1.148-1(b); (o) nonpurpose receipts,§1.148-3(d)(2); (p) proceeds,§1.148-1(b); (q) rebate amount,§1.148-*); (r) rebate requirements,§1.148-3, (s) related party,§1.150-1(b); (t) replacement proceeds,§1.1484(c); (u) sale proceeds,§1.148-1(b); (v) sinking find,§1.148-1(cx2);and (w) yield,§1.148-1(b). H. PURPOSE OF ISSUE. 2.1. Purpose of the Lease. The Lease is being executed to provide $889,744.06 to finance the Equipment set forth in Exhibit A to the Lease(the"Project"). 2.2. No Investment T c EMea. Unless expressly permitted herein,no portion of the proceeds derived from the Lease will be used to finance "investment property" or "investment type property"with a yield in excess of the yield under the Lease. 2.3. No Onmissuance. The proceeds derived from the Lease do not exceed the amount that is required for the purposes described in Section 2.1 above. G2 2.4. No Reimbursement. None of the proceeds derived from the Lease will be used to reimburse the City for any costs paid 60 days prior to December 8, 2009, which is the date that the City Commission declared the City's official intent to reimburse itself for certain costs of the Project frbm the proceeds of a lease purchase financing. 2.5. No Refundine. No portion of the proceeds of the Lease will be used,directly or indirectly,to refund another issue. 2.6. No He = Bands. Not more than 50% of the proceeds of the Lease will be invested in nonpurpose investments having a substantially guaranteed yield for four years or more within the meaning of Section 149(g)(3)(A)of the Code,and at least 85%of the spendable proceeds of the Lease will be used to carry out the governmental purposes of such issue within the three year period beginning on the date hereof. The Lease does not constitute a 'fledge bond"within the meaning of Section 149(g)of the Code. 2.7. No Replacement Proceeds. (a) Other than the proceeds of the Lease, the Lessee has on hand no funds that(i)could legally and practically be used for the governmental purposes for which the Lease is being issued that are not pledged,budgeted,earmarked or otherwise necessary to be used for other purposes,or(ii)would be used for the governmental purposes of the Lease if the proceeds of the Lease were not used or to be used for such purpose. (b) The Lessee does not reasonably expect that (1) the term of the Lease (which has a weighted average maturity of 5.3333 years) will be longer than reasonably necessary for the governmental purposes of the Lease, and (n) there will be available amounts during the period that the Lease remains outstanding longer than necessary. (c) No portion of the proceeds of the Lease will be used directly or indirectly (i) to replace funds of the Lessee or other agency, department, or division of the Lessee that could be used for the Project,or(H)to replace any proceeds of any prior issuance of obligations by the Lessee or other agency,department or division of the Lessee. 2.8, No Private Rushiess Use of D*a (a), Not more than five percent(5%)of the proceeds of the Lease will be used, directly or indirectly,in whole or in part,in any activity carried on by any person other than a stage or local governmental unit. Use of the proceeds includes (i) ownership of the Project;(ii) j actual or beneficial use of the Project pursuant to a lease or a management,incentive payment or output contract,or(iii)any other similar arrangement;,agreement or understanding,whether written or oral. The payment of the principal of or the interest on more than five percent (5%) of the Lease will not be,directly or indirectly,(i)secured by any interest in(A)property used or to be used in any activity carried on by any person other than a state or local governmental unit;, or(B)payments in respect of such property,or(ii)derived from payments(whether or not by or to the Lessee), in respect of property, or borrower money, used or to be used in any activity G3 carried on by any person other than a state or local governmental unit For purposes of this paragraph(a), persons (other than a state or local governmental unit)using such proceeds on the same basis as the general public shall not be taken into account (b) None of the proceeds of the Lease will be used, directly or hubrectly, to make a finance loans to persons other than a state or local governmental unit (c) No proceeds of the Lease will be used to make grants to any person. III, SOURCE AND DISTRIBUTION OF FUNDS, 3.1. Proceeds Derived from the Lease. The proceeds derived from the Lease are $889,744.06 which constitute the"proceeds"for purposes of this Certificate. 3.2. Deposit of Proceeds to the Purchase Fund. The proceeds will be deposited in an account of the Lessee and will be applied for the costs of the Project. 3.3. Use of Proceeds. The Lessee will use the proceeds only for capital expenditures in connection with the Project. Such proceeds are not expected to be used to repay,at maturity or otherwise,any indebtedness of the Lessee. The proceeds will be used to pay all or a portion of the costs of the Project within three(3)years from the date hereof. The Lessee certifies that: (a) It reasonably expects that at least 85% of the net sale proceeds of the Lease will be expended an the Project within three years after the date hereof, (b) It reasonably expects to mcur within.6 months from the date of issue hereof a substantial binding obligation (not subject to contingencies within the Lessee's or a related party's control) to a third party to expend at least 5% of the net sale proceeds of the Lease on the Project;and (c) It reasonably expects the completion of the Projeck and the allocation of net sale proceeds of the Lease to expenditures,to proceed with due diligence. the proceeds of the Lease deposited into the account of the Lessee may be invested without regard to yield restriction until three years from the date hereof in accordance with Regulations Section 1.148-2(e)(2)and thereafter at a yield not materially higher(1/8 of one percentage point) than yield on the Lease,unless the'requireements of Treas.Reg. § 1.148-5(c)are met with respect to yield reduction payments. It No Reserves. No reserve account has been established by the Lessee. 3.5. No Costs of Issuance. None of the proceeds will be used to pay the costs incurred by the Lessee in connection with the authorization of the Lease. 3.6. Investment Limitation on&Idag Fund Proceeds. Amounts treated as proceeds of the Lease because they are accumulated in any sinking fund for the Lease shall be invested G-4 without regard to yield restriction for a period of thirty (30) days beginning on the date of accumulation,and thereafter shall be invested at a yield not in excess of the yield on the Lease. 3.7. No Other Funds or Accounts. There are no other funds or accounts that are reasonably expected to be used to pay rents under the Lease or that are pledged to the Lease, and for which there is reasonable assurance that amounts on deposit therein will be available to pay rents an the lease if the Lessee encounters financial difficult. 3.8. investment of Proceeds Derived from the Lease The Lessee covenants that any and all mvestment proceeds earned on gross proceeds in excess of the yield under the Lease will be held and set aside for rebate to the federal government. Such amount shall be calculated in the manner and paid at the times required by the provisions of the Regulations. IV. TMWS OF THE LEASE AND CALCULATION OF YIELD 4.1. Terms of the Lease and Method for Comyputine Yield. The dated date,the date of maturity and the rate of interest of the Lease are as shown in the Lease,which by this reference is made a part hereof as if set forth in full herein. When used in computing the present worth of all payments of principal and interest to be paid on the Lease,produces an amount equal to the purchase price thereof. 4.2. Computation of Purchase Price The Purchase Price of the Lease (as defined in section 4.4 below) is the product of arm's length negotiations between the Lessor and the Lessee,who are unrelated parties. The Lessor has indicated that is does not intend to reoffer the Lease. 4.3. No Insurance No insurance has been obtained for the Lease. 4.4. The Purchase Price. The Purchase Price under the Lease is $M,744.06 ("Purchase Price"). 4.5. ' ComMO-tjI n of Yield. The yield under the Lease, as computed in accordance with the method described in Section 4.1 above, using the Purchase Price that is specified in Section 4.4 above,is 2.9472%. V. REBATE, 5.1. Unless the Lessee qualifies for an exemption from tits application of the rebate requirements of Code Section 148, the Lessee will comply with the rebate requirements. Regulation Sections 1.148-7 and 1.148-8 sets forth the exemptions from rebate available to the Lessee. G-5 VL MISCELLANEOUS. 6.1. &gle Obligation Except as discussed herein, there are no other issues of govemmental obligations which(i) will be paid out of substantially the saute source of funds, determined without regard to guarantees from unrelated parties, (n) are being sold at substantially the same time as the Lease(i.e.,less than 15 days from the date of the execution of the Lease),and(iii)are being sold pursuant to the same plan of financing in connection with the Lease. 6.2. No Federal Guarantee. Except for the investments of the type described in the last sentence of this Section 6.2,no portion of the payment of the principal portion or interest portion of the rental payments or any credit enhancement or device relating to the liquidity g foregoing is or will be guaranteed, directly or indirectly (in whole or in part), by the United States (or any agency or instrumentality thereof). No portion of the Lease has been or will be used to make loans the payment of principal or interest with respect to which is or w-M be guaranteed(in whole or in part)by the United States(or any agency or instrumentality thereof), or invested (directly or indirectly) in federally insured deposits or accounts. The foregoing provisions shall not apply to (a)proceeds of the Lease invested for an initial temporary period, as described in section 1"c) of the Code,until such proceeds are needed for the purpose for which said Lease was issued, (b) investments in a bona fide debt service fund,as-described in Regulation Section 1.148-1(b), (c)investments in a reserve fund that meets the requirements of Section 148(d), (d) investments in obligations issued by the United States Treasury, or(e) any other investments permitted under regulations promulgated by the Secretary of the Department of the Treasury. i 6.3. No Investments to Reduce Yield.. The Lessee has not entered into and will not enter into any transaction to reduce the yield on the investment of the proceeds of the Lease in such a manner that the amount to be rebated to the Federal government is less than it would have been had the transaction been at arm's length and had time yield on the issue not been relevant to either party. 6.4. Basis for Statements as to ExpegktwL Time statements as to the expectations of the Lessee made herein are reasonable as of the date of this certificate, and there are no facts, estimates or circumstances that would materially change the expectations expressed in this certificate. 6.5. MAagement Contract Limitations, The Lessee shall not enter into, materially modify or extend a management or service agreement with respect to any portion of the Project financed with proceeds of the Lease with any entity outer than a state or a local governmental unit unless such agreement complies with Rev. Proc.97-13 issued January 10, 1997, as supplemented by Rev.Froc. 2001-39 issued June 18,2001, or any successor revenue procedure or regulation thereto. G-6 6.6. Ming of Form 8038-G. On the date hereof, or within the time prescribed for filing such report, the Lessee has caused (or will cause) the filing of a true and complete information report on Form 8038-G with the Internal Revenue Service. 6.7. No Abusive Arbitrage Device. The Lease is not and will not be part of a transaction or series of transactions that attempts to circumvent the provisions of Section 148 of the Code and the Regulations thereunder (i) enabling the Lessee to exploit the difference between tax-exempt and taxable interest rates to obtain a material financial advantage and(n) overburdening the tax-exempt bond market.The Lessee shall not intentionally use any portion of the proceeds from the Lease to acquire higher yield investments or to replace funds which were used, directly or indirectly, to acquire higher yielding investments except as otherwise described herein. 6.8. No Sale of Proms, No portion of the Project financed by the Lease is expected to be sold, encumbered or otherwise disposed of prior to the last Rental Payment date without a written opinion of nationally recognized bond counsel to the effect that any such disposition will not adversely affect the exclusion of interest on the Lease from gross income for Federal income tax purposes. 6.9. Alteration.or Nonobservance of Restrictions. The yield restrictions and any other restriction or covenant contained herein may be altered or ignored if the Lessee receives an opinion of nationally recognized bond counsel to the effect that such alteration or nonobservance will not adversely affect the tax exemption of interest under the Lease to which it is otherwise entitled. 6.10. Omam in Facts and Expectations. The Lessee acknowledges that any changes in facts or expectations from those set forth herein may result in different yield restrictions or rebate requirements from those set forth herein and that a nationally recognized bond counsel 'should be contracted if such changes do occur. G-7 IN WITNESS WHEREOF, I have heretmto set my hand to this Arbitrage and Tax Certificate as of the 15th day of December,2010. LESSEE: CITY OF DANIA BEACH, FLORIDA County of Broward,State of Florida By: N : Mark Bates,Finance Daector G-8 EXHIBIT H SEE ITEM#7 i Bryant Miller Attorneys at Lan* 111 Riverside Avenue Suite 200 Olive Jacksonville,FL 32202 Tel904.384.1264 Fax 904.388.2986 wit-w.Lmol aw.com MEMORANDUM Date: December 15,2010 To: Distribution List Subject: Lease Purchase Agreement and Exhibits (the "Lease Agreement") dated December 15, 2010 between the City of Dania Beach, Florida (the "Lessee")and TD Equipment Finance,Inc.(the"Lessor") This memorandum outlines information for the closing of the Lease Agreement and summarizes the money transfers necessary for closing.Unless otherwise noted,all funds will be delivered in Federal Funds. I. CLOSING Date: Wednesday,December 15,2010 Place: via phone IL DELIVERY AND AUTHENTICATION OF THE LEASE Bank's Counsel will prepare the Lease Agreement and related documents. As set forth in the Lease Agreement, the lease will mature on October 15, 2020. As set forth in the Lease Agreement, the lease shall bear interest from its date until payment of the principal amount,at a fixed interest rate of 2.93%. III. TRANSFER FROM LESSQ$ On Wednesday, December 15, 2010, the Lessor will make a Fed Funds wire transfer in the amount of $889,744.06, constituting the proceeds of Lease Agreement to the City of Dania Beach. Atlanta • Jacksonville • Miami • Orlando • Tallahassee • Tampa • Washington, D.C. i W=re instructions are as follows: To the City of Dania Beach,Florida: Amount: $889,74C06 To: Wachovia Bank,a Division of Wells Fargo,N.A. Routing(ftansit No. 063000021 For Credit To: City of Dania Beach,Florida Account No.: 2000143220046 For: Dania Beach—Fire Mruck Equipment Financing IV. POST-CLOSING Upon successful closing, the Lessee will disburse funds to pay the fees and expenses associated with delivery of the Lease Aft, including that of Bryant Miller Olive P.A.,as Counsel to Lessor,and Lessee's legal counsel,if applicable. Wire instructions are as follows: To Bryant Miller Olive P.A.—Lessor's Counsel Fee: Amount: $5,000.00 To: Capital City Bank Routi Wbansit No. 063100688 For Credit Tb: Bryant Miller Olive P.A. Account No.: 2132834901 Client No.: 25559.010 i e• WOOI.ITI'LON NO.2010-076 A RESOLUITON OF THE CITY OF DAMA BEAM FLORIDA AiTIHOREM40 SEPARATE LEASE PURCE AM FDFANMaS FOR RACK ' OF TWO FIRE TRUCES AND BWWMMU RELAnD TO EACH FIRE TBIKR; APPRiOVINO TSB FORM OF AND AUJTHORPLM THE ~' EG)CUTTION AND DEUVBRY OF A LEASE PURCHASE AOREEMENI'AND TEM EMITS ATTACHW TO THEM 1N OONNBCIM WITH THE r ..�' SEPARATE LLA.SB PURMASE FINANC M OF EACH FM TRUCK AND i?� THE EQtJ1Pl M RELATED TO THEM; DBSIIATTNO THE LI ASB PURCHASE AGREEMEWS AS `VJAUPMD TAX BlOMPIT ORLXWMW (EtANTWO LDNIlTBD COAL AUMORny RRPH RBSPBCr 70 TTift PROVMW 4POR CONFUC1% FURTHER, AND PROVIDINO FOR AN EFFECTIVE DATE WS33BA4 the City of Dana Bea*Flodds(tee"City")has determined dug a tree and very real need adels for the mquiddoo of two fire Mub and egnlpmeffi related to each lire deck(collectively,the"Fhv Fquipnomf);and SAS, the City has already received one Sro lrnck and its relaftd.equonnut and has placed a pmarobase order for die second Sere truck and its related oqh (eacb fire frock and its related oquk mnt are rahved to hera n as a"Compcow t of the Fire Equip rent");and WMML44 the City has pwWmWy requested and iecolved propmb for dr, of the Fka Bgnipmmt;and WMCRZAIS,tba proposals submitted by TD BquWmeot Fhmxk k c.("' M to tba Chy for Ire Snendng of da•Fire Bquipm s, which is Wacbed as $ ,$ to tdis Raschdon, contained die moat to the City;and WBZRRAS,to better coordinate the lancing for obMs*g Song with the delivery of each Coaopanent of the Fire BgWpmeot,the av and TT)have agreed to split the prropoaed lease ift two soMm awmadans;and W=RFAs, to City m*=pW= *at (i) the lem purchase fmancim for Ow Component of the Fire BquipmW already my ivsd by the City will be closed by May IS,2010 and(ir)dw lease phmebase finaooing for OW Component of the Fire Equipment yet to be received by dre City will be dosed as conternpormmoudy m poodble with the delivery of mch agaiprmd to the City and the City Cammiedon of the City now desires to U&od=and hPP+ove irk with the base purchase' of each Oamponad of the Fire BgWpment,(i)Am form of the Lorne Pwdun Agreement to be a tesed iota by and between the City and TD(the "Lase Agiw mmcW)and the=hii its attached%ado,(collectively,the"Fusencang DO=Re ts'% Cu)the execution and deliM of the Phuoci ng Documents in substantially&a funs attached . hereto ass ZjhM AA with such teems as am necbsasry►to p mparly reflect the C.omponeat of the Flm•Bq being finaacxd and the terms of M's proposal and rui) additional limited Samil • and WHMZ.43, the City Commmimian does not reasonably anticipate that ft smovmt of qualifiod tax-unupt obligations to be issued by*e(Sty in the cakodar year andiag Deember 31,2010,wrill succeed$30,000.000.00; NOW,T U ORB,BE IT RESOLVED BY THE CITY COMV!UMON OF THS CITY OF DANIA BBACIg,FWRIDA,bast: Section L Andwritr for ResshndmL This Resolution is adapted puraawnt to Article M31, Section 2, of the CmdMon of the State.of Florida and Cl>a W 166, Florida Statatd, (oollectively,the"AcN'). Section 2 As need haein: "City"means&a City of Dania Beaeb,Florida. "City Mal*W means ibe City Manager of the City or his designee. "C"k&meatus the C lok of the City err her designee. "Pmenee Dieacke means the Finance Director of the City. "Mayer" maw the Mayor of the City or in the Mayor's absence or nnevailability the Vice Mayor. ' Secfn& MOM and A"r& (A) The findings and dalaraaom of the City oantained in the above WBEIW clauses are hereby hworporated a a part of this Reaoludom (5) It is in the best interest of City and its WWWO to purchase the Fite Equipment and to obtain the flouncing tba+d w at dw tins indicated above. (C) It is hereby ascertained,detem>ined and deduvd drat is fight of prevailing and aadicip tad moket oomdidans,it is in the best intent of the City to eats into a mpsrate Lace Agreement with TD for cub Component of the Fee Equipment,upw fire satidlea ian of the condidons set fw&in Section 4 bereo£ 2 BBBt)1ATMN f101o.= i I Section t The forms of die g Documents attached hereto ar &hibit A ace hereby Wpruved. The City Manages in hamby authored to azccgte and ddivw Financing Dooucnema for the lease panbase finimcm of each Component of the Fire Bgaipmeot,in m6dantlatly the Fw=attached hdrato,wild ouch tenma as are necamay to properly reflaet der Compoaeat of the Phe Equkwu of Was fmsnoed and doer . berms of TD'a proposal, and with each adctitiatia, dolations and mom as abaft be appavved by the Chy PAMMer 110 Chy MNOX'a w8cution thereof" avidaoce approval of any each addition,delodaw and maddicatlaw thereto. Notwftbuabadin$Me fore/ofit8,the tams of the laase pw chase finaacinga for do Fire Bquipma t d>all be in an aggieg t priau d amow t of not to exceed S IJM,S99.00,each Our a berm of ten(10)yam and bearing a fund note of interest calculated using the tnmla pwvl&d in TD's pwpmd attached hetrto m Bachibit B and in min avant acaa ft the wAxhs omo interest rate allowed under FW&law. Seed=S. T� .LSty Manager, the Mayor, floe Cleric and the Phcamx Dhoetor and such other of5c am and employees of the My as may be deaignated by the City Conambsioan, ass as&des owed as agents of the City in c onneatim with the esceeution and deiivay of F awning'Doc ono in cemwbon with the lease purduse finaneiag of each Component of the Fire Bquipmmt,ad am anthaiaed and amp meiad, eonwdvaly or mdividmlly, to take ail action sod deps and to execute all ineitcmanb, documents and coatraats on behalf of rib City dust are accessary or desirable m connection with the ooraoutien and del vary of the?Wmxmg Doomeab and wbwh am Vacifia* authorized or am not inoonsiabent wide the terms and pvmidm of this i Resokbm or any action rioting to the bawwbou.ooptes PkW hw mdar. Sack ofcacs and I tboae so dedp&W are heteby charged win du ragonsibft far eaecutiag the P9n nft Docamoaft and financing the F Bgaipmaort. Section 6. print Oidl & The City haft design"bode of da3 Lease Agratdaari to be coo mawd and delivered in teao ntim with the base purob ee finamciag of each Component of the Pki Equipaaeot a "qualified t+a-exempt obligadme within the meaning of Section 26*X3)of the l d=W Ravo w Code of IM as amended(the"Cade"). The City and arty subaimUndc entities of the City and my baw of"tsoc-a=nW debt that iasnd"on baha]f or fine City do not maaonably expect daring the c dodar year acting December 31,2010 to issue more than$30,000.000 of"ter:-exampt"obi mchdiog dw Leaae Apcmanta,owleave ofany 3 RESOLMON 0010.076 private activity bonds as ddmed in Section 141(a) of the Code (other than gaaMed 501(c)(3) bonds as defmod in Section,145 of the Code Section 7. Prweaddim fthUML Mw City bas pafbrmed aU acts,conditions,and things relating to the acquisidon of tba Fire Bgaipment as we required by do Canstitetion and Laws of the State of Florida,and fire Charter and Code of Otdinswe of the City. Seethm 8. §gMSMIft N any provision of this Resolution ftU be held or deemed to be or sbdL in fick be illegal, inoperative or unenforceable in any contact, the same"not atToct any other provision hwain or render any other provision(or arch provision in any other content)invalid,inoperative or unenkrceable to any exlemt whatever.. Secliaa 9 Re . AU resolutions of the(pity or parts tlretwf in conflict hcwwW if any,we hereby repealed to the extent of such conflict. Section lk Ifindve Data. This Resoh don ahaU be in force and take effled immediately upon its psu 4p and adoption. PASSED autd ADOPTED on May 11,2010. Gr MAYOR-CO1dbII3S MM T: A7 LOM SMSON,C h4C C3TY CLERK APPROYRD AS FORM AND CORRBCTNBSS: THOUAS J. O C1TY A 4 RBSOLUIM MIO-076 EXHIBIT A FORM OF LEASE PURCHASE AGREEMENT AND EXHMrrS TTi MM See Tab/1 t i fi I I I • i I i i I i i i ( Exhibit A EXHIBIT B PROPOSAL FROM TD EQUIPMENT FINANCE,INC. i I 1 Exhibit B I i © aipnt fiance Maras 31,2010 - 2070 Chain Bridge Road,Suite 145 Vienna,Vkgk*22182 Me.Louise Sam,CRY Clerk Clly Clerk's Ofilce City of Dania Beach wConfldelttial• 100 tAlaet Dania Beach Boulevard Dame Beach.Florida 33004 Invitation for Proposal No:1 D-006 i1,896,699.00 Tax-Exwr4 t Connart To Budget and Apixo Nkin Loan(Bank Owl"for a fire truck E Dear Me.Sillson, : TO Equipment Flnence,hr.Is pleased to offer the fofiowkg Tax Exempt Loan documented as a loan purchase ffrondng as shown In dit proposal of terms to The City of Dania Beach for the wqutskton of one fire truck for the My Fire Delwrt m*for use In your City. 1) LENDER: TD Equipment Finance, Ino.. Its assigns or nominum ("TDEFI(rDEF is a 100%owned subsidiary of TD Bank, NA.) 2) BORROWER: The City of Dania Beach,Florida('Cfiy'j 1 3) EQUIMMENT: City Fire Department buck I The trudn will be located In the City of Denis Beach,Florida I 4) LOAN LINE AMOUNT: s1.t)85,699.00 tax apt loan U dAty. 5) BASE LOAN The Loan Schedule will c orrmence an the first day of the COMMISIGEMENT DATE: month Blowing the funds disbursement and/or the acceptance of to Eq*WML 6) BASE TERM: Tan (10) yam from signing of Loan Documents and Commencement of the base ban tern. 7) BASE LOAN PAYMMM: Borrower will be requked to make 20 semi-annual Loan Merest papm* due on April 15a and October 15 of each,commencing on Ocbber 15,2010,for the vehicle at an krt mt rate of 3.6 24%,The Borrower evil make ten arnW level principal payments, omimanci g on October 15, 201M If the and of the equipment Is $1.M,50.00. Ow the annual principal payments will be a189,6"11or I �I mom 0� 10 years. Lender has attached a separate payment acheduis INN astimeied ptinoipet and Interest amounts.. Interest will be coloulated on the basis of a 360 day year of twelve 30 day months.Interest Is compounded monthly. B) ADJUSTMENTS TO BASE The kttered rats on this proposal response wp be fixed as LOAN PAYMENTS: to rate for the next 35 days.V the conxnermTont deb of the Loan Is after that 35 day period,the Interest rate will me st based on the btlowkrg Index. The Baas Loch Payments referenced herein we Indexed to 94.399%of the yield of the tan (10) year U.S. Dollar SWAP rates as reported by Federal Reserve S*Wkel Roles se HAS (Referenced Yield)an March 29. 2010 for 031 OCI0 are 3r82119fi Ion year rate.TheBese Loan Rental Payments will be aduated on or about the Base Loan Corrunanncement } Date to reflect any dump In the Referenced Yield. In either aria, the Some Loan Rental Payments will be fixed for the duration of the Loan payment schedule i term. The Intare t rdse H closed by May 6,2010, would be 3.6324% for 10 years based on these Indexing formulae. .I 0)END OF LOAN OPTIONS: Upon the expiration of the Bass Loan Tenn,assuming no event of debut exists,the Borrower will have the folkhwing �. opt , i 1. Purchase all of the Equipment on this loan funding for one dollar. 1o) TITLE The file will be always be for the ecomnt of the Sonoww. ! The Lender will not take a seeurNy Norsk in the vehicle or any related equipment I 11) INSURANCE-- Borrower shag bear d risk of lose,damage end bblUty b j the Equipnant end Borrower shell be responsible to keep The Equipment ksured in an amount and in a farm accspfebb to Lender. 12)WARRANTIES: Lander shag finance the Equipment b the Borrower without representation or warranty on an AS IS BASIS. However, Lender shag assign to Swam all warranties.guarantees and swolose provided by the man dectiver(s) andlor van s to the exlent that they ow be assigned. LENDER SHALL NOT BE RESPONSIBLE FOR i PROVIDING ANY OF THE FOREGOING. 13)LOAN EXPENSES: Lender's legal w penses up to I9,600.00 14)LOAN RESERVE ACCOUNT: None. 0)CREDIT APPROVAL: 'Rub Maser Loon fm ty has been fully approved and is not subJed b reoelpt of any additional TD Bank, NA or TDEF Inim, approvals. 10)ANTICIPATED FUNDING The f xx" will ooahr in one b*edown. Any talwdown PERIOD: should be completed by May 16,201C.This funding oan be taken down Intc an amm socount at TO Bank,NA. 16)PREPAYMENT: Full pre*ftrm#will be allowed annually wkh.a two percent prapayn>ant fee to the Lender. i f 17)TAX STATUS: This agreement le a'quslNkd tax exempt oWIpftn'under ' Section 286(b)(3)of the Internet Revenue Code of 1888. j The Inbred portion of the payrnsnb under this Loan Program will not be kwkxkMe In the gross Income of the Lender for federal Income tmcdon purposes.The Borrower will pay for and supply at closing a customary tax opinion of N Ile counsel. !� 18)NONAPPROPRIATION: The obligation of the City of Dark Beach to mhos payment under the ban agreement will be subject to a covenant to j appropridion in the CW9 .annual budget, from non-ad vabnm revenues lawfully available to the Cky in aaah Heed year,of amount of suflloent to so"the repayment ,! schedule required by the loan agreement. The Lender at borne bed��m In d of b�tr 9 requests during the anbm ban trm. I i Truth in-Bonding Statement In connection with the Lease Purchase Agreement dated December 15, 2010 (the "Lease") between the City of Dania Beach, Florida (the "LAessee") and TD Equipment Finance, Inc. (the "Lessor"), the Lessor has agreed to lease purchase finance the Equipment set forth in Exhibit A of the Lease (the "Equipment ) to the Lessee, in accordance with the terms and provisions of the Lease. The Lessor hereby certifies the following information with respect to the Lease,as required by Section 218.385,Florida Statutes,as amended. The Lessee proposes to enter into the Lease to finance the acquisition of the Equipment The amounts due under the Lease are expected to be repaid over a period of approximately ten (10)years. At the interest rate of 2.93%, the total interest paid over the life of the Lease will be $139,037.43. The source of repayment or security for the Lease is limited solely to legally available non-ad valorem revenues budgeted and appropriated by the Lessee. The authorization of the Lease will result in a maximum of approximately $112,436.93 of Lessee's funds not being available to the Lessee to finance other projects or services each year for approximately ten(10) years. Dated: December 15,2010 TD EQUIPMENT FINANCE,INC. By: C; Name: Charles Fium o Title: Operations Manager I i Tax-Exempt ovem Fam S03SwG Iltforntatitxt R ,- Undw for d ftmum CCo�G mdlo�tmental Obligation t�MW 2M0) so.amaspafeM t�truagona OMB Na 1616-0720 rci n.�nww..aw Cautbn:If ft Imm prim Is wm*r S100,o00,use Fam 8038-GC ff Annealed Retam check here ► ❑ 1 burn's nw : bswft aaiplsyw fdmwoa M e.ie.ps City of Dania Beack Florida 58 i 6000302 3 Nwebw end sbsat for P.O.bat If mM Is not d*MW 10 street and maq Raorro%uas 4 PAport raarrbar fW INS Uw On" 100 West Dania Beach Boulevard 13M 5 City,town,or Post Oka,skits,end ZIP cods a Dsts of bow Dania Beach Florida 33004 December 16 2010 7 Nrna of 1 s a GUeP nuntbw I"se Purchase Agreement between this City and TD Equipment Finance,Inc. WA e Nwu and tM a of~of eta Iwuw or odw paraat wino to W rmy d for moan irdarrrr/on 10 Tdaphww mwibw of aft w or area parson Mark Bats Finance Director ( 964 ) 9244800 1�1 Type of Issue enter the (asters See Instructions and attach schedule 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Pubic safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 888,744 08 15 Environment(including sewage bonds). . . . . . . . . . . . . . . . . . . 115 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 MMUes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other.Describe► 18 19 N obligations are-TANS or RANs,check only boot 19a . . . . . . . . . . . . ► ❑ N obligations are BANS,check only box 19b . . . . . . . . . . . . . . ► ❑ 20 If obligations are in the form of a lease or Installment sale,check box . . . . . . . ► ❑ • Deacdplfon of Obligations.Complete for the entire Issue for which this form Is bei flied. (n)Foal mtaMmty data (b)bws pros �d�y t ���y (d YWd 21 Li t011512020 $ 888 744.06 $ 888 744.06 5.3333 2.9472 % • Uses of Proceeds of Bond Wow underwriters' disco 22 Proceeds used for accrued Interest. . . . . . . . . . . . . . . . . . . . . 23 Issue price of entire issue(enter amount from line 21,column(b)) . . . . . 13V 889.744 06 24 Proceeds used far bond Issuance costs Oduding underwriters'disomo 2425 Proceeds used for credit enhancement . . . . . . . . . . 2 i '0'26 Proceeds allocated to reasonably required reserve or replacement fund. . 26 '0'27 Proceeds used to cuma*refund prior issues . . . . . . . . . 27 '0"28 Proceeds used to advance refund prior issues . . . . . . . . 2829 Total(add lures 24 through 28) . . . .30 Norsefundi of the Issue etrbbac.�t Ine 29 from line 23 and enter amount here W&'I 4 06 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. . . ► WA years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded. ► NIA years 33 Enter the lest date on which the refunded bonds will be called(MMIDD/YYYY) . ► 34 Enter the date(s)the refunded bonds were Issued►Mom For Privacy Act and Paperwork Reduction Ad Notice,see separate instructions. cat.No.sum Fomr 8036-G pov.&=q) Faaa 008114 Rim.5-2ot4 Pop 2 MisceNaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5). . . 41- 38a Enter the anvxwd of gross proceeds invested or to be invested in a guaranteed Investment contract (GIC)(see instructions) . . . . . . . . . . . . . . . . . . . . . . . 36a -0- b Enter the final maturity date of the GIC► 37 Pooled financings: a Proceeds of this issue that are to be used to-make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . . . 37a -0- b If this Issue is a loan made from the proceeds of another tax-exempt issue,check box►❑ and enter the nerne of the issuer► and the date of the issue► 38 N the Issuer has designated the issue under section 2NOX300110(small issuer exception),check box . . . . ► 0 39 M the issuer has elected to pay a penalty In lieu of arbitrage rebate,check box . . . . . . . . . . . . . 10, 0 40 If the issuer has Identified a hedge,check box. . . . . . . . . . . . . . . . . . . . . . . . No. ❑ Urdw paw of parkay,1 aleclere 001 haw swrnhW this nbsn and wom penykV sd*dtres and stalernnb,and to Die best of nW bawWV Signature and bend.Illy m bus,oarreot all MnPMO.I MUM deawe that 1 consent to on►We dwabsm of the beua•s robs.Irft.vw on,w neosawy and. 1O p/OOM t1Ys ih I haw above. . Consent December 15,2010 Mark Bates,Finance Director ' ollnuer'a suthormsd represerAMM We ' Type or prtk nano and tkls . Dab Praparsr'a SM or PTIN Paid e 2/15/10 ,aa1eelt If ❑ P-01085099 � rams(or ra (orBry er PA. EN59 1315801 Use Only— == cods ,2 S. Bisca a Blvd. Ste 1480 Phone na. (30 7 — 34 Miami, n 33131 Farm 8038.G lw,ri-mq I I CKKI MrAn REGARDING INTEREST RATE In accordance with the provisions of Section 215.84(3),Florida Statutes,the undersigned official of the City of Dania Beach,Florida(the"City")DOES HEREBY CERTIFY that as of the date hereof,the rate of interest on the amounts due by the City under the Lease Purchase Agreement dated December 15, 2010 by and between the City and TD Equipment Finance,Inc.(the'Lease Agreement"') does not, on the date hereof, exceed an average net interest cost rate of 7.60%, computed by adding 300 basis points to The Bond BMW"20 Bond Index"published immediately preceding the first day of the calendar month in which the Lease Agreement was executed and delivered. Executed this 15th day of December,2010. CITY OF DANIA BEACH,FLORIDA By: Mark Bates,Finance Director I f mWo., FLORIDA MWAM December 15,2010 TD Equipment Finance,Inc. 2070 Chain Bridge Road,Suite 145 Vienna,Virginia 22182 Re: Lease Purchase Agreement dated December 15, 2010 between TD Equipment Finance, Inc., as Lessor, and the City of Dania Beach, Florida,as Lessee Ladies and Gentlemen: As City Attorney to the City of Dania Beach,Florida,I have examined the following: (a) an executed counterpart of a certain Lease Purchase Agreement (the "Agreement") dated December 15, 2010, and Exhibits to it, by and between TD Equipment Finance, Inc. (the "Lessor') and the City of Dania Beach, Florida (the "Lessee'l which, among other things, provides for the lease of a new fire truck and related equipment (the"Equipment')as described in Exhibit"A"to the Agreement; (b)a copy of that certain Resolution No.2010-076(the"Resolution']adopted by the City Commission of the Lessee on May 11, 2010, which, among other things, authorized Lessee to execute the Agreement;and (c) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. All capitalized terms not defined in this opinion shall have the meanings ascribed to them in the Agreement. Based on the foregoing,I am of the following opinions: 1. Lessee is duly organized and validly existing under the Constitution and laws of the State of Florida, with full power and authority to enter into the Agreement, all documents related to the purchase of the Equipment and any other documents required to be delivered in connection with the Agreement or the Equipment(hereinafter the"Documents"). 2. The Documents, including without limitation, the Agreement have been duly authorized and executed and are legal, valid and binding obligations of Lessee, enforceable in accordance with the respective terms of it, except as enforcement may be affected by any applicable bankruptcy, insolvency, debt adjustment, moratorium,reorganization or other similar laws of legal or equitable principles relating to the enforcement of creditors' rights. "Browses First City" 100 Weal Danis Beach BoWevsv4 Dania Belch,Flaads 33004 • Phone 954-924-68M 9 ,vww dsnkb=1$ov TD Equipment Finance,Inc. December 15,2010 Page 2 of 2 3. The transactions contemplated by and under the Agreement are in compliance with all local,state and federal laws. 4. No approval, consent or withholding of objections is required from any federal, state, local governmental authority or instrumentality with respect to the entry into or performance by Lessee of its obligations under the Documents,except such as have already been obtained. 5. The entry into and performance by Lessee of its obligations under the Documents will not: (i) violate any judgment,order,law or regulation applicable to Lessee,or (ii) result in any breach of, constitute a default under or result in the creation of any lien, charge, security interest or other encumbrance upon any item of the Equipment pursuant to any indenture,mortgage, deed of trust,bank loan or credit agreement or other instrument(other than the Agreement or any purchase money security interest retained by any supplier) to which Lessee is a party. 6. There are no suits, proceedings pending or threatened in court or before any regulatory commission, board or other administrative governmental agency against or affecting Lessee,which will have a material adverse affect on the ability of Lessee to fulfill its obligations under the Agreement. RespMotfiffiy submi mas I Ans ,JrqEsq. City Attorney TJA/mjl Bry4nt M iller Attorneys at Law Ol ive 111 Riverside Avenue Suite 200 Jac6onvllk,FL 32202 Tel 904.384.1264 Fax 904.388.2986 w w.bmolaw.com December 15,2010 TD Equipment Finance,Inc. Vienna,Virginia Re: Lease Purchase Agreement dated as of December 15, 2010 between TD Equipment Finance,Inc., as Lessor, and the City of Dania Beach, Florida,as Lessee. Ladies and Gentlemen: We have acted as Spectral Counsel in connection with the execution and delivery of the Lease Purchase Agreement dated as of December 15, 2010 (the"Agreement"),by and between the City of Dania Beach,Florida(the"City")and TD Equipment Finance,Inc. (the"Lessor"). In such capacity, we have examined such law and certified proceedings, certifications and other documents as we have deemed necessary to render this opinion. Any capitalized undefined terms used herein shall have the meaning set forth in the Agreement. As to questions of fact material to our opinion,we have relied upon representations of the City contained in Resolution No.2010-076 duly adopted by the City Commission of the City on May 11, 2010 (the "Resolution") and in the certified proceedings and other certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation We have not undertaken an independent audit, examination, investigation or inspection of such matters and have relied solely on the facts, estimates and circumstances described in such proceedings and certifications. We have assumed the genuineness of signatures on all documents and instruments, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. In rendering this opinion, we have examined and relied upon the opinion of evert date herewith of Thomas J. Ansbro, Jr., City Attorney, as to the due creation and valid existence of the City and the due execution and delivery of the Agreement. The Rental Payments due under the Agreement in each subsequent fiscal year are payable from and subject to the annual appropriation of legally available non-ad valorem revenues of the City budgeted and appropriated for the payment thereo# solely in the manner and to the extent provided in the Agreement Atlanta • Jacksonville • Miami Orlando • Tallahassee • Tampa • Washington, D.C. T)Equipment Finance,Inc December 15,2010 Page 2 of 3 The Agreement does not constitute a general obligation or indebtedness of the City within the meaning of any constitutional,statutory or other limitation of indebtedness and the Lessor shall never have the right to compel the exercise of any ad valorem taxing power of the City or taxation in any forrn of any real or personal property for the payment of the Rental Payments due under the Agreement. The opinions set forth below are expressly limited to,and we opine only with respect to, the laws of the State of Florida and the federal income tax laws of the United States of America. Based on our examination,we are of the opinion that,under existing law- I; The interest component of the Rental Payments due under the Agreement is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. In addition, the interest component of the Rental Payments due under the Agreement is not takeei into account in determining adjusted current earnings for purposes of computing the alternative minimum tax on corporations. The opinions set forth m the preceding sentences are subject to the condition that the City complies with all requirements of the Internal Revenue Code of 1986,as amended,(the"Code")that must be satisfied subsequent to the execution and delivery of the Agreement in order that the interest component of the Rental Payments due under the Agreement be, and continue to be, excludable from gross income for federal income tax purposes. The City has covenanted in the Agreement to comply with all such requirements. Failure to comply with certain of such requirements may cause the interest component of the Rental Payments due under the Agreement to be included in gross income for federal income tax purposes retroactively to the date of delivery of the Agreement. 2. The Agreement is a "qualified tax-exempt obligation" within the meaning of . Section 265(b)(3)(B)of the Code. . It is to be understood that the rights of the Lessor and the enforceability of the Agreement may be subject to the exercise of Judicial discretion in accordance with general principles of equity, to the valid exercise of the sovereign police powers of the State of Florida and of the constitutional powers of the United States of America and to bankruptcy,insolvency, reorganization, moratorium and other similar laws affectaig creditors' rights heretofore or hereafter enacted. With respect to the opinions contained in paragraphs (1) and (2) hereof; no opinion is expressed with respect to consequences under the Code following termination of the Agreement as a result of the occurrence of an Event of Non-Appropriation (as defined in the Agreement)or an Event of Default(as defined in the Agreement)thereunder. I TD Equipment Finance,Inc. December 15,2010 Page 3 of 3 For purposes of this opinion, we have not been engaged or undertaken to review and, therefore, express no opinion herein regarding the accuracy, completeness or adequacy of any offering material relating to the Agreement. This opinion should not be construed as offering material,an offering circular,prospectus or official statement and is not intended in any way to be a disclosure statement used in connection with the execution and delivery of the Agreement. Further,we express no opinion regarding federal income or state tax consequences arising with respect to the Agreement other than as expressly set forth herein. Our opinions expressed herein are predicated upon present law, facts and circumstances, and we assume no affirmative obligation to update the opinions expressed herein if such laws,facts or circumstances change after the date hereof. Respectfully submitted, BRYANT MILLER OLIVE P P, At, i i