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Home My WebLink AboutVII (F) Resolution No. 2001-01, adopting the new Master Lease Agreement with SunTrust Bank approving Equipment Schedule 1 and designating it as a Qualified Tax Exempt Obligation Agenda 2-06-2001 II -CE-Evan or Goon J.iritiG-ramI.or WEN' OEdS( I MAYOR Item .CO F AiNIS510NLR Ocoee S. SCOTT vANDI:RGRIFT %� CITY OF OCOEE COMMISSIONERS �� DANVV IIOW!DWELL Q ISO N. LARL$I IGRL DItIVL Oc o(c. 07)905347fi1-2258 SDAN I!D ELL o SON RUSTY MI INSON �9j (407)9U5-310U N'AVCY J. PARKER Eet or GOO ACIENG CITY MANAGER JIM GL EASON STAFF REPORT TO: The Honorable Mayor and City Commissioners FROM: Joyce Tolbert, Buye9- DATE: January 29, 2001 RE: Master Lease Agreement with Suntrust Leasing & Resolution No. 2001-01, Lease-Purchase of New City Vehicles and Heavy Equipment FY 00/01 A new master lease is required with Suntrust Bank due to their merging with Suntrust Leasing Corporation, Baltimore, Maryland, along with new state laws and procedures. Future lease- purchases will be effected through a schedule attachment to the Master Lease-Purchase Agreement. The budget for Fiscal Year 00/01 included the lease-purchase of(l 1) eleven new vehicles for the Police Department, (4) four new city vehicles, and (3) three pieces of heavy equipment, as per the attached listing. A resolution for bank-qualified tax-exempt financing is also required. The best pricing for the vehicles was found through the Sheriffs Office & Local Governmental Agencies of the State of Florida Cooperative Bid #00-08-0905. The heavy equipment bids have been approved at prior City Commission meetings, except for the Backhoe, which is on the 2/7/01 agenda. The total cost for the vehicles is $321,277 and the total cost for the heavy equipment is $286,981. The total lease-purchase amount is $608,258. Staff contacted Suntrust Leasing Corporation, Ford Motor Credit Company, and Commercial & Municipal Capital for bank qualified financing. Based upon a lease term of(3) three years for the police vehicles: Suntrust Leasing Corporation's interest rate is 4.475%, Ford Motor Credit's interest rate is 6.35% and CMC did not respond. Based upon a lease term of(4) four years for the other city vehicles: Suntrust Leasing Corporation's interest rate is 4.495%, Ford Motor Credit's interest rate is 6.55%, and CMC did not respond. Therefore, it was determined that Suntrust Leasing Corporation offered the best interest rate at 4.489% combined annual interest rate. Power cm.\,(*:,,, Master Lease Suntrust p.2 RECOMMENDATION It respectfully is recommended that the City Commission 1) Approve a new Master Lease Agreement between the City and Suntrust Leasing Corporation, and 2) Approve Resolution No. 2001-0 I for the Bank Qualified Tax Exempt Lease-Purchase Agreement Schedule No. I between the City and Suntrust Leasing Corporation and authorize execution thereof by the Mayor and City Clerk and further authorize the Mayor, City Clerk, and Staff to execute all documents necessary to consummate the transaction contemplated by the Agreement. CITY OF OCOEE LEASE VEHICLES & EQUIPMENT LIST FISCAL YEAR 00/01 11, Police Department 2001 Ford Crown Victoria Pursuit 8 22,154 Sheriffs Offices 00-08-0905 vehicles per standard specs, &Local Governmental white w/heavy duty padded cloth Agencies of the State of FL bucket front seats w/rear vinyl bench Cooperative Bid seat,rear door locks&handles inoperative, courtesy light disabled, 6"spotlight, 5175 manufacturer's extended power train warranty. Police Department 2001 Ford Taurus, per standard specs. I 15,772 Sheriffs Offices 00-08-0905 white w/5/75 manufacturer's extended & Local Governmental power train warranty. Agencies of the State of FL Cooperative Bid Police Department 2001 Chevrolet Malibu,per standard specs 2 15,478 Sheriffs Offices 00-08-0905 (I)black, (I)maroon,w/5/75 & Local Governmental manufacturer's extended power train Agencies of the State of FL warranty. Cooperative Bid Utilities/Water Department 2001 Ford F-450 p/u truck,4x2,per 1 33,855 Sheriffs Offices 00-08-0905 standard specs,white w,'165"wheelbase & Local Governmental cab steps,trailer towing package,utility Agencies of the State of FL service bed, 12,000 lb.winch w/remote. Cooperative Bid Public Works- Sanitation 2001 Ford F250,4x2, white per standard I 21,008 Sheriffs Offices 00-08-0905 specs,gas engine in lieu of diesel,5 speed manual & Local Governmental transmission in lieu of auto,trailer towing Agencies of the State of FL package,standard service body. Cooperative Bid CITY OF OCOEE LEASE VEHICLES & EQUIPMENT LIST pp FISCAL YEAR 00/01 rA .D ~..t �j c* .r � r- • Public Works- Parks 2001 Ford F150 p/u truck,4x4,per 1 20,707 Sheriffs Offices 00-08-0905 standard specs,white w/V-8 engine, & Local Governmental heavy duty towing package, locking Agencies of the State of FL differential,all terrain tires, 8' cargo Cooperative Bid box in lieu of 6' box,aluminum tool box, skid plates, bedliner, hitch&ball, shop manuals. Fire 200I Ford Explorer,4x2,per standard 1 21,747 Sheriffs Offices 00-08-0905 specs,white, 5" round dome light, &Local Governmental speed control/tilt wheel&privacy glass, Agencies of the State of FL rainshields,headlight flasher,remote keyless Cooperative Bid entry, strobe system. ....,..d.-.�.,«.a,:.t#. .. .� s 777 :...:,saraa,. Public Works- Streets Bobcat Skid Steer Loader system, 1 29,657 Department of Defense SPO500-98-933 including attachments&trailer. Approved City Commission Agenda 11/21/00 Item VII K Public Works- Smrmwater Vactor let Vacuum Truck I 189,545 Metro-Dade County 5668-4/02 Approved City Commission Agenda 12/19/00 Item VII F Utilities-Water Rubber Tired Backhoe Loader 1 67,779 City of Ocoee Bid#801-04 City Commission Agenda 2'7/01 RESOLUTION NO. 2001-01 A RESOLUTION OF THE CITY OF OCOEE, FLORIDA APPROVING EQUIPMENT SCHEDULE NO. 1 AND RELATED DOCUMENTATION TO THE MASTER LEASE AGREEMENT WITH SUNTRUST LEASING CORPORATION; DESIGNATING IT AS A QUALIFIED TAX-EXEMPT OBLIGATION; PROVIDING FOR SEVERABILITY; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission of the City of Ocoee desires to obtain various city vehicles and other City equipment (the "Equipment") described in Equipment Schedule No. 01 to the Master Lease Agreement with SunTrust Leasing Corporation (collectively, the "Lease"); and WHEREAS, the Equipment is essential for the City to perform its governmental functions; and WHEREAS, the funds made available under the Lease will he deposited with SunTrust Bank (the "Escrow Agent") pursuant to an Escrow Agreement between the City and the Escrow Agent (the "Escrow Agreement") and will be applied to the acquisition of the Equipment in accordance with said Escrow Agreement; and WHEREAS, the City has taken the necessary steps to arrange for the acquisition of the Equipment; and WHEREAS, the obligations of the City under Equipment Schedule No. 01 of the Master Lease Agreement are designated as "Qualified Tax-Exempt Obligations" of the City; and WHEREAS, this Resolution shall become effective immediately upon passage and adoption. THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA, AS FOLLOWS: Section 1. It is hereby found and determined that the terms of the Lease in the form presented and incorporated in this Resolution is in the best interests of the City for the acquisition of the Equipment. Section 2. The Lease documents and the acquisition and financing of the Equipment under the terms and conditions as described in the Lease documents is hereby approved. The Mayor and City Clerk are hereby authorized to execute, acknowledge and deliver the Lease documents with any changes, insertions and omissions therein as may be approved by the City and/or City Attorney, such approval 006.207599.1 to be conclusively evidenced by such execution and delivery of the Lease documents. The City Clerk is hereby authorized to affix the official seal of City to the Lease documents and attest the same, as necessary. Section 3. The proper officers of the City are, and each of them hereby is, authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary or proper for carrying out this resolution and the Lease documents. Section 4. Pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code") the obligations of the City are hereby designated as comprising a portion of the $10,000,000.00 in aggregate issues which may be designated as "Qualified Tax-Exempt Obligations" eligible for the exception to the general rule of the Code which provides for a total disallowance of a deduction for interest expense allocable to the carrying of tax-exempt obligations. PASSED AND ADOPTED this day of 2001. CITY OF OCOEE, FLORIDA a Florida municipal corporation By: S. Scott Vandergrift, Mayor Attest: Jean Grafton, City Clerk FOR USE AND RELIANCE ONLY BY (SEAL) THE CITY OF OCOEE, FLORIDA. Approved as to form and legality Executed on: This day of , 20 . Foley & Lardner APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD By: _. ON , 20 , UNDER City Attorney AGENDA ITEM NO. 006.207599.1 SUNTRUST LEASING CORPORATION (1 Irt,\ 1} MASTER LEASE AGREEMENT u, +, LEASE NUMBER 063$ This MASTER LEASE AGREEMENT (the "Agrment"), dated as oC ee is made and entered into by and between SUNTRUST LEASING CORPORATION, a Virginia corporation, as lessor (the "Lessor"), and CITY OF OCOEE, FLORIDA, a political subdivision of the State of Florida.as lessee("Lessee"). In consideration of the mutual covenants herein contained,the parties hereto agree as follows_ ARTICLE I. DEFINITIONS AND EXHIBITS Section 1.1. Definitions. The following terms have the meanings spvirfied below. "Acceptance Certificate" means each Acceptance Certificate delivered by Lessee as part of an Equipment Schedule certifying as to the delivery,installation and acceptance of Equipment. "Agreement"means this Master lease Agreement and all Equipment Schedules hereto. "Agreement Date"means the date first written above. "Code" means the Internal Revenue Code of 1986, as amended, together with Treasury Regulations promulgated from time to time thereunder. "Date Affected Information Technology" means a system comprised of one or more components including computer hardware, computer software or equipment with computerized functions,which reads,produces or processes date data by input,output or otherwise "Equipment"means all items of property described in Equipment Schedules and subject to this Agreement. "Equipment Group"means each group of Equipment listed in a single Equipment Schedule. "Equipment Schedule"means each sequentially numbered schedule executed by Lessor and Lessee with respect to an Equipment Group. "Escrow Account"means the equipment acquisition account established by Lessor and Lessee with the Escrow Agent pursuant to the Escrow Agreement. "Escrow Agent"means SunTrust Bank,a Georgia banking corporation,and any successor escrow agent under the Escrow Agreement "Escrow Agreement" means the Escrow Agreement, substantially in the form of Exhibit F hereto, to be executed by Lessor, Lessee and the Escrow Agent upon the first funding of an Equipment Schedule using the procedure described in Section 2.4. "Events of Default" means those events described in Section 12.1. "Fiscal Year" means each 12-month fiscal period of Lessee. "Fully Date Capable" means the ability to couwtly process date data (including, but not limited to, reading, producing, calculating, comparing, and sequencing date data) from, into, and between the twentieth and twenty-first centuries) without material degradation in performance and without unusual intervention, including correct and continuous processing during the transition between 1999 and 2000, and correct processing if leap years "Funding Date" means, with respect to each I ease, the date I essor makes payment to the Vendor(s) named in the related Equipment Schedule or reimburses Lessee for the purchase price of the related Equipment Group or, if the procedure described in Section 2,4 is utilized, the date Lessor deposits funds equal to such purchase price into the Escrow Account. "Interest" means the portion of a Rental Payment designated as and comprising interest as provided in a Payment Schedule. "Lease" means, with respect to each Equipment Group, this Agreement and the Equipment Schedule relating thereto, which together shall constitute a separate contract between Lessor and Lem relating to such Equipment Group. "I ease Date"means,with respect to each Lease,the date so designated in the related Equipment Schedule. "I race Term" means,with resjn t to each Equipment Group, the period during which the related I ease is in effect as spz.ified in Section 2 Ivivoo:LES.BQ.ESB..IC/rev oohuor 3_1. "Net Pnvxvds" means any insurance proceeds or condemnation awards paid with respect to any Equipment remaining alter payment therefrom of MI expenses incurred in the collection thereof. "Non-Appropriation" means the failure of Lessee, Lessee's governing body, or, if applicable, the governmental entity from which Lessee obtains its operating and/or capital funds to appropriate money for ally Fiscal Year sufficient for the continued performance by I cssee of all of Lessee's obligations under this Agreement.as evidenced by the passage of an ordinance or resolution specifically prohibiting Lessee from performing its obligations under this Agreement with respect to any Equipment.and from using any moneys to pay ran: Rental Panuents due under this Agreement for a designated Fiscal Year and all subsequent Fiscal Years. "Payment Date"means each date upon which a Rental Payment is due and payable as provided in a Payment Schedule. "Payment Schedule" means the schedule of Rental Payments attached to an Equipment Schedule. "Principal" means the portion of any Rental Payment designated as and comprising principal as provided in a Payment Schedule. "Prepayment Pried"means the amount so designated and set forth opposite a Payment Date in a Payment Schedule indicating the amount for which Lessee may purchase the related Equipment Group as of such Payment Date after making the Rental Payment due on such Payment Date "Rental Payment' means each payment due from Lessee to Lessor on a Payment Date. "Specifications" means the bid specifications and/or purchase order pursuant to which Lessee has ordered any-Equipment from a Vendor. "State"means the state or commonwealth in which Lessee is situated. "Vendor" means each of the manufacturers or vendors from which Lessee has ordered or with which Lessee has contracted for the manufacture,delivery and/or installation of the Equipment. Section 1.2. Exhibits. Exhibit A' Equipment Schedule including form of Acceptance Certificate and fonn of Payment Schedule. Exhibit B-I Form of Tax Agreement and Arbitrage Certificate(Escrow). Exhibit C-I. Form of Resolution of the Governing Body of Lessee relating to each Lease(Escrow) Exhibit D: Form of Incumbency Certificate as to each officer or representative of Lessee executing this Agreement or any Lease Exhibit E: Form of Opinion of Independent Counsel to Lessee. Exhibit Fri Form of Escrow Agreement. Exhibit G-I: Form of Confinnalion of Outside Insurance Exhibit G-2; Form of Questionnaire for Self-Insurance and Addendum to Equipment Schedule Relating to Self-Insurance. ARTICLE H. LEASE OF EQUIPMENT Section 2.1. Acquisition of Equipment. Prior to the addition of any Equipment Group, Lessee shall provide Lessor with a description of the equipment proposed to be subject to a Lease hereunder,including the cost and vendor of such equipment, the expected deliver-date and the desired lease tenns for such equipment, and such other information as the Lessor may require. If Lessor, in its sole discretion, determines the proposed equipment may be subject to a Lease hereunder, Lessor shall furnish to Lessee a proposed Equipment Schedule relating to the Equipment Group for exertion by Lessee and then Lessor. By execution hereof, Lessor has made no commitment to lease any equipment to Lessee Section 2.2. Disbursement Lessor shall have no obligation to make any disbursement to a Vendor or reimburse Lessee for any pan'lent made to a Vendor for an Equipment Group(or,if the escrow procedure described in Section 2.4 hereof is utilized,consent to a disbursement by the Escrow Agent) until five(5)business days after Lessor has received all of the following in form and substance satisfactory to Lessor. (a)a completed Equipment Schedule executed by Lessee: (b) an Acceptance Certificate in the form included with Exhibit A hereto; (c) a resolution or evidence of other official action taken by or on behalf of the I essce to authorize the acquisition of the Equipment Group on the terms provided in such Equipment Schedule; (d) a Tax Agreement and Arbitrage Certificate in the fond of Exhibit B-1 (as applicable) attached hereto;(c)evidence of insurance.with respect to the Equipment Group in compliance with Article VII of this Agreement.(1) Vendor invoice(s)and/or bdl(s)of sale relating to the Equipment Group,and if such invoices have been paid by Lessee, evidence of payment thereof and evidence of official intent to reimburse such payment as required by the Code; (g) financing statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and the application, if am/ for any Equipmmenl which is pan of such Equipment Group and is subject to certificate of title laws, (h) a completed and executed Form 8038-G or SO3S-GC, as applicable, or evidence of filing thereof with the Secretary of Treasury; (i)an opinion of counsel to the Lessee substantially in the form of Exhibit E hereto. and(j)any other documents or items reasonably required by Lessor. Section 2.3. Lease; Possession and Use. Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from I7/I4.00 L65-11Q-ESR DOCl.a 4Welmoi I Esser,upon the terms and conditions set forth herein. Lessee shall have quiet use and enjoyment of and peaceably have and hold each Equipment Group during the related Lease Term,except as expressly set forth in this Agreement. Section 2.4. Escrow Procedure. If Lessor and Lessee agree that the cost of an Equipment Group is to be paid from an Escrow Account: (a) Lessor and I essse shall execute an Escrow Agreement substantially in the form of Exhibit F; (b) Lessor and l restr shall execute an Equipment Schedule relating to such Equipment Group; and (c) Lessor shall deposit an amount equal to the cost of the Equipment Group into the Escrow Account. All amounts deposited by Lessor into the Escrow Account shall constitute a loan from Lessor to Lessee which shall be repaid by the Rental Payments due under the related 1 race ARTICLE ILL TERM Section 3.1. Term. This Agreement shall be in effect from the Agreement Date until the earliest of(a)termination under Section 3.2 or(b) termination under Section 12,2; ro ovided, however, no Equipment Schedules shall be executed after any Non-Appropriation or Event of Default. Each 1 ease with respect to an Equipment Group skill be in effect for a Jesse Tenn commencing upon the f rice Date and ending as provided in Section 3.4. Section 3.2. Termination by Lessee. In the sole event of Non-Appropriation,this Agreement and each Lease hereunder shall terminate, in whole,but not in part,as to all Equipment effective upon the last day of the Fiscal Year for which funds were appropriated, in the manner and subject to the terns specified in this Article. Lessee may effect such termination by giving Lessor a written notice of termination and by paying to Lessor any Rental Payments and other amounts which are due and have not been paid at or before the end of its then current Fiscal Year. Lessee shall endeavor to give notice of such termination not less than ninety (90)days prior to the end of the Fisal Year for which appropnations were made,and shall notify Lessor of any anticipated termination. In the event of termination of this Agreement as provided in this Section,Lessee shall comply with the instructions received from Lessor in accordance with Section 12.3. Section 3.3. Effect of Termination. Upon termination of this Agreement as provided in Section 3.2,Lessee stall not be responsible for the payment of any additional Rental Payments coming due in succeeding Fiscal Years, but if Lessee has not complied wilt the instructions received from Lessor in accordance with Section 12.3,the termination shall nevertheless be effective, but Lessee shall be responsible for the payment of damages in an amount equal to the amount of the Rental Payments that would thereafter have come due if this Agreement had not been terminated and which are attributable to the number of days after which Lessee fails to comply with Lessor's instructions and for any other loss suffered by Lessor as a result of Lessee's failure to take such actions as required. Section 3.4. Termination of Lease Tenn. The I ease Term with respect to any Lease will terminate upon the occurrence of the first of the following events:(a)the termination of this Agreement by Lessee in accordance with Section 3 2;(b)the payment of the Prepayment Price by Lesser pursuant to Article V; (c)an Event of Default by Lessee and Lessor's election to terminate such Lease pursuant to Article XII; or(d) the payment by Lesser of all Rental Payments and all other amounts authorized or required to be paid by Lessee pursuant to such Lease. ARTICLE IV. RENTAL PAYMENTS Section 4.1. Rental Payments. Lessor and Lessee confirm their understanding and agreement that (a) all payment due under the Agreement are to be made only from Lessee's legally available and appropriated revenues from sources other than ad valorem or other taxes, (b)that Lessee shall not be obligated to pay any sums due under the Agreement from the proceeds of ad valorem or other taxes, and(c) that Lessee's contractual obligations to request annual appropriations from which payments due under the Agreement may be made does not constitute an indebtedness of Lessee within the meaning of any constitutional or statutory provision or limitation. The Lesser agrees to pay the Rental Payments due as spe..uled in the Payment Schedule in Exhibit A. A portion of each Rental Payment is paid as interest as stxzified in the Payment Schedule of each lease, and the first Rental Payment will include Interest accruing from the Funding Date. Lessor is authorized to insert the due date of the first Rental Payment in the Payment Schedule in Exhibit A. All Rental Payments shall be paid to Lessor, or to such assignee(s)Lessor has assigned as stipulated in Article XI, at such places as Lessor or such assignee(s)may from time to time designate by written notice to Lessee. Lessee shall pay the Rental Payments with lawful money of the United States of America from moneys legally available therefor. Section 4.2. Current Expense. The obligations of Lessee, including its obligation to pay the Rental Payments due in any Fiscal Year of a I ease Term,shall constitute a current expense of Lessee for such Fiscal Year and shall not constitute an indebtedness of Lessee within the meaning of the Constitution and laws of the State. Nothing herein shall constitute a pledge by Lessee of any taxes or other moneys (other than moneys lawfully appropriated from time to time by or for the benefit of Lessee for this Agreement and the Net ProcrMAls of the Equipment)to the payment of any Rental Payment or other amount coming due hereunder. Section 4.3. Unconditional Rental Payments. The Lessee's obligation to make Rental Payments shall be absolute and unconditional. Also, any other payments required hereunder shall be absolute and unconditional. Lessee shall make these payments when due and shall not withhold any of these payments pending final resolution of any disputes. The Lessor shall not assert any right of set-off or counterclaim against its obligation to make these payments. Lessee's obligation to make Rental Payments or other payments shall not be abated through accident, unforeseen circumstances, failure of the Equipment to perform as desired, damage or destruction to the Equipment, loss of possession of the Equipment or obsolescence of the Equipment. The Lessee shall be obligated to continue to make payments required of it by this Agreement if title to, or temporary use of, the Equipment or any part thereof shall be taken under exercise of the power of eminent domain. 4 ILIVW:LES-Nj-ESR..WChey 5fooeslaw ARTICLE V. OPTION TO PREPAY Section 5.1. Option to Prepay. Lessee shall have the option to prepay its obligations under any Lease in whole but not in pan on any Payment Date for the then applicable Prepayment Price(which shall include a prepayment fee)as set forth in the related Payment Schedule. provided there has been no Non-Appropriation or Event of Default. Section 5.2. Exercise of Option. Lessee shall give notice to Lessor of its intention to exercise its option not less than thirty(30)days prior to the Payment Date on which the option will be exercised and shall pay to lessor not later than such Payment Date an amount equal to all Rental Payments and any other amounts then due or past due under the related Lease(including the Rental Payment due on the Payment Date on which the option shall be effective)and the applicable Prepayment Price set forth in the related Payment Schedule. In the event that all such amounts arc not received by Lessor on such Payment Date,such notice by lessee of exercise of shall be void and the related Lease shall continue in full force and effect. Section 5.3. Release of Lessor's Interest. Upon receipt of the Prepayment Price in good funds with respect to ally Equipment Group, the Lease with respect to such Equipment Group shall terminate and Lessee shall become entitled to such Equipment Group AS IS, WHERE IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE,except that such Equipment Group shall not be subject to any lien or encumbrance created by or arising through Lessor. ARTICLE VI. REPRESENTATIONS,WARRANTIES AND COVENANTS Section 6.1. Representations and Warranties of Lessee. Lessee represents and warnings as of the Agreement Date and as of each Lease Date as follows. (a) Lessee is a state or political subdivision of the State within the meaning of Section 103(c)of the Code. duly organized and existing under the Constitution and laws of the State, and is authorized under the Constitution and laws of the Stale to enter into this Agreement. each Lease and the transactions contemplated hereby and thereby,and to perform all of its obligations under this Agreement mid each Lease. (b) The execution and delivery, of this Agreement and each Lease have been duly authorized by all necessary action of Lessee's governing body and such action is in compliance with all public bidding and other State and federal laws applicable to this Agreement each lease and the acquisition and financing of the Equipment by Lessee. (c) This Agreement and each Lease have been duly executed and delivered by and constitutes the valid and binding obligation of Lessee,enforceable against Lessee in accordance with their respective terms. (d) The execution,delivery and performance of this Agreement and each Lease by Lessee shall not (i)violate any State or federal law or local law or ordinance,or any order,writ, injunction,decree,or regulation of any court or other governmental agency or body applicable to Lessee,or(u)conflict with or result in the breach or violation of any term or provision of,or constitute a default under. any note,bond, mortgage, indenture,agreement,deed of trust, lease or other obligation to which Lessee is bound. (e) There is no action, suit, proceeding,claim, inquiry or investigation,at law or in equity, before or by any court, regulatory agency, public board or body pending or,to the best ofLessee's knowledge.threatened against or affecting Lessee,challenging Lessee's authority to enter into this Agreement or any Lase or any other action wherein an unfavorable oiling or finding would adversely affect the enforceability of this Agreement or any Lease. (l) No lease, rental agreement, lease-purchase agreement. payment agreement or contract for purchase to which Lessee has been a party at any time during the past ten(10) years has been terminated by Lessee as a result of insufficient funds being appropriated in am Fiscal Year. No event has occurred which would constitute an event of default under any debt, revenue bond or obligation which Lessee has issued during the past ten(I D)years. (g) Lesser or Lessee's governing body leas appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments during the current Fiscal Year. and such moneys will be applied in payment of all Rental Payments due and payable during such current Fiscal Year. (h) Lessen has an immediate need for,and expects to make immediate use of,the Equipment which need is not temporary or expected to diminish during the applicable Lease Term. Lessee presently intends to continue each Lease hereunder for its entire Lease Term and to pay all Rental Payments relating thereto. (t) Lessee has undertaken reasonable efforts to determine whether all material I)ale Affected Information Technology used in its operations is Fully Date Capable, and, to the extent necessary, Lessee has initiated efforts to make Date Affected Information Technology Fully Date Capable prior to the date that the failure to be Fully Date Capable would aversely affect the operation thereof Section 6.2. Covenants of Lessee. Lessee agrees that so long as any Rental Payments or ocher amounts due under this Agreement remain unpaid. (a) Lessee shall not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or regulation or in a manner contrary to that contemplated by this Agreement. Lessee shall obtain and maintain all permits and licenses necessary for the installation and operation of the Equipment. Lessee shall not,without the prior written consent of Lessor,affix or install any accessory equipment or device on any of the Equipment if such addition would change or impair the originally intended functions,value or use of such Equipment. (b) Lessee shall provide Lessor access at all reasonable times to examine and inspect the Equipment and provide Lessor with such Vaw rrs-nv-rxx u«i�,.vaoan.,,, access to the Equipment as may be reasonably necessary to perform maintenance on the Equipment in the event of failure by Lessee to perform its obligations hereunder. (c) Lessee stall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or other claim with respect to the Equipment,other than the respective rights of Lessor and Lessee as herein provided. Lessee shall promptly, at its rem expense, take such actions as may be necessary duly to discharge or remove any such claim if the same shall arise at any time Lessee shall reimburse Lessor for any expense incurred by Lessor in order to discharge or remove any such claim. (d) The person or entity in charge of preparing Lessee's budget will include in the budget request for each Fiscal Year the Rental Payments to become due during such Fiscal Year,and will use all reasonable and lawful means available to secure the appropriation of money for such Fiscal Year sufficient to pay all Rental Payments corning due therein. Lessor acknowledges that appropriation for Rental Payments is a gwenunental function which lessee cannot contractually commit itself in advance to perform. Lessee acknowledges that this Agreement does not constitute such a commitment. However, Lessee reasonably believes that moneys in an amount sufficient to make all Rental Payments can and avill lawfully be appropriated and made available to permit Lessee's continued utilization ofthe Equipment in the performance of its essential functions during the applicable Lease Terms. (e) Lessee shall assure that its obligation to pay Rental Payments is not directly or indirectly secured by any interest in property,other than the Equipment,and that the Rental Payments will not be directly or indirectly secured by or derived from any payments of any type or any fund other than Lessee's general purpose fund. (I) Upon Lessor's request, Lessee shall provide Lessor with current financial statements, budgets, and proof of appropriation for the ensuing Fiscal Year and such other financial information relating to the ability of Lessee to continue this Agreement and each Lease as may be reasonably requested by Lessor. (g) Lessee shall promptly and duly execute and deliver to Lessor such further documents, instruments and assurances and take such further action as Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created in fa or of Lessor hereunder. (h) Lessee has initiated,at its sole expense,and shall maintain a program to: (i)advise Lessor in the event that it has reason to believe that any material Date Affected Information Technology will not be Fully Date Capable prior to the date that the failure to be Fully Date Capable would adversely affect the operation thereof, and (ii) advise Lessor in the event that Lessee has reason to believe that it will be adversely affected by the failure of any affiliated or nonaffiliated entity to have its Date Affected Information Technology Fully Date Capable. (i) Lessee shall proide Lessor, upon request, access to and copies of information necessary to permit Lessor to determine whether Lessee's Date Affected Information Technology is,or will be,Fully Data Capable,including, without limitation: (i)minutes, resolutions and reports to and from Lessee's governing body or committee thereof, (ii) internally generated reports, consultant reports or auditor's report regarding the status of Lessee's Date Affected Information Technology,(iii)all documents relating to a"Year 2000"program,and(iv) certificates or other statements requested by Lessor regarding status of Date Affected Information Technology. Lessee acknowledges that Lessor's right to rereivc,and/or Lessor's receipt of the foregoing information does not impose any obligation on Lessor to assess the accuracy or effect of such information or to recommend or require remedial action of any kind. Section 6,3. Tax Related Representations,Warranties and Covenants. (a) Incorporation of Tax Agreement and Arbitrage Certificate. As of each Lease Date and with respect each Lease,Lessee makes each of the representations,warranties and covenants contained in the lax Agreement and Arbitrage Certificate delivered with respect to such Lease. By this reference each such Tax Agreement and Arbitrage Certificate is incorporated in and made a part of this Agreement. (b) Event of Taxability. If Lessor either (i) receives notice, in any form, from the Internal Revenue Service or (ii) reasonably determines, based on an opinion of independent tax counsel selected by Lessor, that Lessor may not exclude any Interest paid under any Lease from its Federal gross income(each an"Event of Taxability"),the lessee shall pay to Lessor upon demand(x)an amount which,with respect to Rental Payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the Interest due through the date of such event),will restore to Lessor its after-tax yield(assuming tax at the highest marginal tax rate and taking into account the time of receipt of Rental Payments and reinvestment al the after-tax yield rate) on the transaction evidenced by such Lease through the date of such event and(y) as additional Rental Payments to Lessor on each succeeding Payment Date such amount as will maintain such after-tax yield to Lessor. ARTICLE VII INSURANCE AND RISK OF LOSS Section 7.1. Liability and Pmpertv Insurance. Lessee shall, at its own expense, procure and maintain continuously in effect during each I ace Term:(a)public liability insurance for death or injuries to persons,or damage to property arising out of or in any way connected to the Equipment sufficient to protect Lessor and/or assigns from liability in all events, with a coverage of not less than$1,000,000 per occurrence unless specified differently in the related Equipment Schedule,and(b)insurance against such hazards as Lessor may require, including,but not limited to,all-risk casualty and property insurance,in an amount equal to the greater of the full replacement cost of the Equipment or the applicable Prepayment Price of each Equipment Group. Section 7,2. Workers' Compensation Insurance If required by State law, Lessee shall carry workers' compensation insurance covering all employees on,in, near or about the Equipment,and upon request,shall furnish to Lessor certificates evidencing such coverage throughout the I race Term. Section 7.3. Insurance Requirements. 6 121 VM.LES-BQ-ESR.IXX'/m.L W haam (a) Insurance Policies. MI insurance policies required by this Article shall be taken out and maintained with insurance companies acceptable to Lessor and shall contain a provision that thirty(30)days prior to any change in the coverage the insurer must provide written notice to the insured parties. No insurance shall be subject to any co-insurance clause. Each insurance policy shall name Lessor and/or its assigns as an additional insured party and loss payee regardless of any breach of warranty or other act or omission of Lesser and shall include a lender's loss payable endorsement for the benefit of Lessor and/or is assigns. Prior to the delivery of Equipment,Lessee shall deposit with Lessor evidence satisfactory to Lessor of such insurance and,prior to the expiration thereof, shall provide Lessor evidence of all renewals or replacements thereof. (b) Self Insurance. With Lessors prior consent, Lessee may self-insure the Equipment by means of an adequate insurance fund set aside and maintained for that purpose which must be fully described in a letter delivered to Lessor in form acceptable to Lessor. (c) Evidence ofIn.mrance. Lessee shall deriver to Lessor upon acceptance of any Equipment evidence of insurance which complies with this Article VII with respect to such Equipment to the satisfaction of Lessor,including,without limitation,the confirmation of insurance in the form of Exhibit G-I attached hereto together with Certificates of Insurance. when available, or the Questionnaire for Self-Insurance and Addendum to Equipment Schedule Relating to Self-Insurance in the fonn of Exhibit G-2 attached hereto,as applicable. Section 7.4. Risk of Loss. To the extent permitted by applicable laws of the State. as between Lessor and Lessee,Lessee assumes all risks and liabilities from any cause whatsoever, whether or not covered by insurance, for loss or damage to any Equipment and for injury to or death of any person or dam age to any property. Whether or not covered by insurance, Lessee hereby assumes responsibility for and agrees to indemnify Lessor from all liabilities, obligations, losses. damages, penalties, claims, actions, costs and expenses. including reasonable attorneys' fees,imposed on, incurred by or asserted against lessor that relate to or arise out of this Agreement,including but not limited to, (a) the selection, manufacture, purchase, acceptance or rejection of Equipment or the ownership of the Equipment, (b) the delivery. lease, possession,maintenance,use,condition,return or operation of the Equipment, (c)the condition of the Equipment sold or otherwise disposed of after possession by Lessee, (d)the conduct of Lessee, its officers,employees and agents, (e) a breach of Lessee of any of its covenants or obligations hereunder,(1)ally claim,loss,cost or expense involving alleged damage to the environment relating to the Equipment,including, but not limited to investigation, removal, cleanup and remedial costs, and (g) any strict liability under the laws or judicial decisions of any state or the United States. This provision shall survive the termination of this Agreement. Section 7.5. Destruction of Equipment. Lessee shall provide a complete written report to Lessor immediately upon any loss,theft,damage or destruction of any Equipment and of any accident involving any Equipment. Lessor may inspect the Equipment at any time and from time to time during regular business hours.If all or any part of the Equipment is stolen,lost,destroyed or damaged beyond repair("Damaged Equipment"),Lessee shall within thirty(30)days after such event either:(a)replace the same at Lessee's sole expense with equipment having substantially similar Specifications and of equal or greater value to the Damaged Equipment immediately prior to the time of the loss occurrence,such replacement equipment to be subject to Lessor's approval,whereupon such replacement equipment shall be substituted in the applicable Lease and the other related documents by appropriate endorsement or amendment;or(b)pay the applicable Prepayment Price of the Damaged Equipment determined as set forth in the related Equipment Schedule. Lessee shall notify Lessor of which course of action it will take within fifteen(15)days after the loss occurrence. If,within forty-five(45)days of the loss occurrence,(a)Lessee fails to notify Lessor;(b)Lessee and Lessor fail to execute an amendment to the applicable Equipment Schedule to delete the Damaged Equipment and add the replacement equipment or(c)Lessee has failed to pay the applicable Prepayment Price,then Lessor may,at its sole discretion,declare the applicable Prepayment Price of the Damaged Equipment,to be immediately due and payable. 'Idle Net Proceeds of insurance with respect to the Damaged Equipment shall be made available by Lessor to be applied to discharge Lessee'obligation under this Section. ARTICLE VIIL OTHER OBLIGATIONS OF LESSEE Section 8.1. Maintenance of Equipment Lessee shall notify Lessor in writing prior to moving the Equipment to another address and shall otherwise keep the Equipment at the address specified in the related Equipment Schedule. Lessee shall, at its own expense, maintain the Equipment in proper working order and shall make all necessary repairs and replacements to keep the Equipment in such condition including compliance with State and federal laws. Any and all replacement parts must be free of encumbrances and liens. All such replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the Equipment and as such,shall be subject to the temps of this Agreement. Section 8.2. Taxes. Lessee shall pay all taxes and other charges which arc assessed or levied against the Equipment,the Rental Payments or any part thereof,or which become due during the I racy Tenn,whether assessed against Lessee or 1 essor,except as expressly limited by tlus Section. Lessee shall pay all utilities and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body that may be secured by a lien on the Equipment. Lessee shall not be required to pay any federal,state or local income,sure/soon,transfer,franchise, profit,excess profit,capital stock,gross receipts, corporate,or other similar tax payable by Lessor, its successors or assigns, unless such tax is made as a substitute for any tax,assessment or charge which is the obligation of Lessee under this Section. Section 8.3. Advances. If Lessee shall fail to perfonn any of its obligations under this Article, Lessor may take such action to cure such failure,including the advancement of money,and Lessee shall be obligated to repay all such advances on demand,with interest at the rate of 18%per anmmm or the maximum rate permitted by law,whichever is less, from the date of the advance to the date of repayment. ARTICLE IX. TITLE 7 ILI V W lE6-0QESR Derhav YW/Icwn Section 9.1. Tide. During the I ease Term, ownership and legal title of all Equipment and all replacements, substitutions, repairs and modification shall be in Lessee and Lessee shall take all action necessary to vest such ownership and title in Lessee. Lessor does not own the Equipment and by this Agreement and each Lease is merely financing the acquisition of such equipment for Lessee. Lessor has not been in the chain of title of the Equipment,does not operate,control or have possession of the Equipment and has no control over the Lessee or the Lessee's operation,use,storage or maintenance of the Equipment Section 9.2. Security Interest. All provisions referencing Lessor having a security interest in the Equipment arc hereby cancelled and shall not have any force or effect. Lessor and Lessee agree that the Agreement does not result in the creation of any lien, charge, security interest or other encumbrance upon the Equipment or any other asset of Lessee. Section 9.3. Modification of Equipment. lessee will not, without the prior written consent of Lessor, affix or install any accessory equipment or device on any of the Equipment if such addition ill change or impair the originally intended value, function or use of the Equipment. Section 9.4. Personal Property. The Equipment is and shall at all limes be and remain personal property and not fixtures. ARTICLE X. WARRANTIES Section 10.1. Selection of Equipment. Each Vendor and all of the Equipment have been selected by Lessee. Lessor shall have no responsibility in connection with the selection of the Equipment,the ordering of the Equipment,its suitability for the use intended by Lessee, the acceptance by any Vendor or its sales representative of any order submitted, or any delay or failure by such Vendor or its sales representative to manufacture,deliver or install any Equipment for use by Lessee. Section 10.2. Vendor's Warranties. Lessor hereby assigns to Lessee for and during the related Lease Term, all of its interest, if any, in all Vendor's warranties, guarantees and patent indemnity protection, express or implied issued on or applicable to an Equipment Group, and Lresec may obtain the customary services furnished in connection with such warranties and guarantees at Lessee's expense. Lessor has no obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee. Section 10.3. Disclaimer of Warranties. LESSEE ACKNOWLEDGES THAT THE EQUIPMENT IS OF A SIZE, DESIGN, CAPACITY, AND MANUFACTURE SELEC LED BY LESSEE. LESSEE ACKNOWLEDGES THAT IT SELECTED THE EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR IS NOT A MANUFACIURER OF THE EQUIPMENT OR A DEALER IN SIMILAR EQUIPMENT,AND DOES NOT INSPECT THE EQUIPMENT BEFORE DELIVERY TO LESSEE. LESSOR MAKES NO WARRANTY OR REPRESENTATION,EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANT-ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE EQUIPMENT, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. IN NO EVENT SI TALL LESSOR BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT. ARTICLE XL ASSIGNMENT AND SUBLEASING Section 11.1. Assignment by Lessor. Lessor,without Lessee's consent, may assign and reassign all of Lessor's right,title and/or interest in and to this Agreement or any Lease, including, but not limited to, the Rental Payments and other amounts payable by Lessee and Lessor's interest in the Equipment,in whole or in part to one or more assignees or subassignee(s)by Lessor at any time. No such assignment shall be effective as against Lessee unless and until written notice of the assignment is provided to Lessee. When presented with a notice of assignment, Lessee will acknowledge in writing receipt of such notice for the benefit of Lessor and any assignee. Lessee shall keep a complete and accurate record of all such assignments. Section 11.2. Assignment and Subleasing by Lessee. Neither this Agreement nor any Lease or any Equipment may be assigned, subleased,sold,transferred,pledged or mortgaged by Lessee. ARTICLE XIL EVENTS OF DEFAULT AND REMEDIES Section 12.1. Events of Default Defined. The occurrence of any of the following events shall constitute an Event of Default under this Agreement and each I ease: (a) Lessee's failure to pay,within ten(10)days following the due date thereof,any Rental Payment or other amount required to be paid to Lessor(other than by reason of Non-Appropriation). (b) Lessee's failure to maintain insurance as required by Article WI. (c) With the exception of the above clauses(a)&(b),Lessee's failure to perform or abide by any condition, agreement or covenant for a period of thirty(30)days after written notice by Lessor to Lessee specifying such failure and requesting that it be remedied, unless Lessor shall agree in writing to an extension of time prior to its expiration. (d) Lessor's determination that any representation or warranty made by Lessee in this Agreement was untrue in any material respect upon execution of this Agreement or any Equipment Schedule. (e) The occurrence of an Event of Taxability. (p The filing of a petition in bankruptcy by or against Lessee, or failure by Lessee promptly to lift any execution, garnishment or attachment of such consequence as would impair the ability of Lessee to carry on its governmental functions or assignment by I essee for the 8 I LIU®LES.IIQ.ESY Mf/m swessor benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of any adjustment of indebtedness of Lessee,or the dissolution or liquidation of Leaser. Section 12.2. Remedies on Default In the event of default by Lessee under the Agreement, Lessor's sole remedies shall be to sue Lessee for compensatory damages,which Lessee agrees to pay and which arc hereby agreed to be the Prepayment Price applicable to the immediately preceding rental payment due date, as set forth on the Payment Schedule, plus ally rental payments accrued and unpaid as of the date default, provided that in the event that Lessee voluntarily returns the Equipment to Lessor to a location specified by Lessor, at Lessee's sole risk, cost and expense and in the condition required by Section 8.1 of the Agreement, Lessor shall not have any further remedies against Lessee. Lessor shall also have the right in the event of default to exercise any other right, remedy or privilege which may be available to it, including without limitation proceedings by appropriate court action to require specific performances of any provision of the Agreement other than Lessee's covenant to return possession of and title to the Equipment,which covenant shall not be subject to enforcement by specific performance. Lessee shall remain liable for all legal fees and other costs and expenses, including court costs, incurred by Lessor in the enforcement of its remedies under the Agreement except to the extent prohibited by the Constitution and laws of the State of Florida. Section 12.3. Return of Equipment: Release of Lessee's Interest. Willi respect to any provision of the Agreement requiring Lessee to return all or any portion of the Equipment to Lessor or to transfer title to all or any portion of the equipment to Lessor, Lessee agrees to voluntarily do so. In the event that Lessee fails for refuses to return or transfer the Equipment or title thereto voluntarily as set forth above, Lessor acknowledges that the Agreement does not and shall not create a right in Lessor to involuntarily dispossess Lessee of title to or possession of all or any item of the Equipment. In lieu of such right Lessor shall be entitled to and Lessee agrees to pay to Lessor immediately,but only from Lessee's legally available and appropriated revenues from sources other than ad valorem or other taxes, the Prepayment Price applicable to the immediately preceding rental payment due date, as set forth on the Payment Schedule, plus any rental payments accrued and unpaid as of the date of such payment. Section 12.4 Late Charge. Lessor shall have the right to require late payment charge for each Rental or any other amount due hereunder which is not paid within 10 days of the date when due equal to the lesser of 5%of each late payment or the legal maximum. This Section is only applicable to the extent it does not affect the validity of this Agreement. ARTICLE XIII. MISCELLANEOUS PROVISIONS Section 13.1. Notices. MI written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its address specified beneath each party's signature,or at such address as the party may provide to the other parties hereto in writing from time to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified form, with postage fully prepaid,or,if given by other means,when delivered at the address specified in this Section 13.1. Section 13.2. Binding Effect This Agoz.ment and each I rase hereunder shall be binding upon and shall inure to the benefit of Lessor and Lessee and their respective successors and assigns. Specifically,as used herein the term"Lessor"means any'person or entity to whom Lessor has assigned its right to receive Rental Payments under any Lease. Section 13.3. Severability. In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof. Section 13.4. Entire Agreement;Amendments. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and representations,express or implied This Agreement may be amended or modified only by written documents duly authorized,executed and delivered by Lessor and Lessee. Section 13.5. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions,Articles, Sections or Clauses hereof. Section 13.6. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Equipment hereby leased or intended so to be.or for otherwise carrying out the expressed intention of this Agreement. Section 13.7. Governing law. This Agreement shall be governed by and construed in accordance with the laws of the State Section 13.8. Usury. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that. notwithstanding any provisions to the contrary herein or in any Equipment Schedule, in no event shall this Agreement or any Lease hereunder require the payment or permit the collection of Interest or any amount in the nature of Interest or fees in excess of the maximum amount permitted by applicable law. Any such excess Interest or fees stall first be applied to reduce Principal, and when no Principal remains,refunded to Les.ve.. In determining whether the Interest paid or payable exceeds the highest lawful rate,the total amount of Interest shall be spread through the applicable Lease Term so that the Interest is uniform through such tens. Section 13.9. Lessee's Performance A failure or delay of Lessor to enforce any of the provisions of this Agreement or any Lease shall in no way be construed to be a waiver of such provision. Section 13.10. Waiver of Jury Trial. Lessor and Leger hereby waive am right to trial by jury In any action or proceeding with respect to, in connection with or arising out of this Agreement. 9 IL14,00 LES-BQ-ESR nOClm MC:lesor EXHIBIT B-I [Escrow] Lease Number 0638 Equipment Schedule 01 'PAX AGREEMENT AND ARBITRAGE CERTIFICATE This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by CITY OF OCOEE, FLORIDA ("Lesser")in favor ofSUNTRUST LEASING CORPORATION("Lessor")in connection with that certain Master Lease Agreement dated as of qf, "Agreement"), by and between Lessor and I cssce. The lens capitalized herein but not defined herein shall have the S ASsTym1rl to them in the Agreement. Section 1. In General. 1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the financing of certain equipment (the "Equipment") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the Equipment Schedule referenced above (the "Equipment Schedule") executed under the Agreement (together with all related documents executed pursuant thereto and contemporaneously herewith,the"Financing Documents"). As described in the Financing Documents. Lessor shall apply n y n . Nl){the"Principal Amount) toward the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lesser delegated with the responsibility of raieaving and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with reslmt to the Financing Documents,a copy of which has been delivered to Lessor. 1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring,equipping and installing the Equipment which is essential to the govenunental functions of Lessee, which Equipment is described in the Equipment Schedule. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by SunTrust Bank, as escrow agent (the "Escrow Agent") pending acquisition of the Equipment under the terms of that certain Escrow Agreement dated as ofticrariber...12,-1484,-(the"Escrow Agreement"),by and between Lessor and Escrow Agent. 1.4. lessee will timely file for each payment schedule issued under the Lease a Form 8038-G(or,if the invoice price of the Equipment under such schedule is less than$100,W0,a Form 8038-GC)relating to such Lease with the Internal Revenue Service in accordance with Section 149(e)of the Internal Revenue Code of 1986,as amended(the Code'). 15. Lessee has not issued, and reasonably anticipates that it and its subordinate entities, if any, will not issue, tax-exempt obligations (including the Lease) in the amount of more than $10,000,000 during the current calendar year. Lessee hereby designates the Lease as a "qualified tax-exempt obligation"hwithin the meaning of Section 265(b)(3)of the Code and agrees that it and its subordinate entities, if any_ will not designate more than$104E0,000 of their obligations as"qualified tax-exempt obligations"during the current calendar year. Section 2. Non-Arbitrage Certifications. 2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating frond(or an account or subaccount therein). No sinking,debt service, reserve or similar fund or account will be created or maintained for the payment of the Rental Payments due under the Financing Documents or pledged as security therefor. 2.2. There have been and«ill be issued no obligations by or on behalf of Lessee that would be deemed to be(i) issued or sold within fifteen (15)days before or after the date of issuance of the Financing Documents,(ii)issued or sold pursuant to a common plan of financing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially the smile claim to be paid out of substantially the same source of funds as,the Financing Documents. 2.3. Other than the Principal Amount held under the Escrow Agreement, Lessee does not and will not have on hand any funds that are or will be restricted,segregated, legally required or otherwise intended to be used, directly or indirectly,as a substitute, replacement or separate source of financing for the Equipment_ 2.4. No portion of the Principal Amount is being used by Lesser to acquire investments which produce a yield materially higher than the yield realized by Lessor from Rental Payments received under the Financing Documents. 2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the Equipment. 2.6. Lessee does not expect to convey,sublease or otherwise dispose of the Equipment, in whole or in part,at a date which is earlier than the final Payment Date under the Financing Documents. Section 3. Disbursement of Funds; Reimbursement to Lessee. 3.1. It is contemplated that the entire Principal Amount deposited in escrow will be used to pay the acquisition cost of Equipment to the vendors or manufacturers thereof,provided that, if applicable,a portion of the principal amount may be paid to Lesser as reimbursement for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied. 15 12114300.LEb.B@E3i lnhav 5/00I¢"" 3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following conditions have been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150-2 (the "Declaration of Official Intent"),wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion of the cost of the Equipment,which expenditure was paid to the Vendor not earlier than sixty(60)days before Lessee adopted the Declaration of Official Intent; (b) The reimbursement being requested ill be made by a written allocation before the later of eighteen (I8) months after the expenditure was paid or eighteen(18)months rifler the items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect to which reimbursement is being sought is a capital expenditure,being a cost of a type properly chargeable to a capital account under general federal income tax principles,and (d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an artifice or device under Treasury Regulation § 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements. Section 4. Use and Investment of Funds;Temporary Period. 4.1. Lesser has incurred or will incur, within six(6) months from the date of issuance of the Financing Documents, binding obligations to pay an amount equal to at least five percent(5%)of the Principal Amount toward the costs of the Equipment. An obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of final acceptance of the Equipment. 4.2. An amount equal to at least eighty-five percent(85%of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three-year period conunencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of four(4)years or more. 4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the Escrow Agreement to the Internal Revenue Service if required by,and in accordance with, Section 148(f)of the Code, and make the annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto_Lessee reasonably expects to cause the Equipment to be acquired by December 31,2001 (b) lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in accordance with Section 148(f) of the Cede unless (i) the entire Principal Amount is expended on the Equipment by the date that is the six-month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the following schedule: At least fifteen percent(15%)of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within six months from the date of issuance of the Financing Documents;at least sixty percent(60'80)of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing Documents; and one hundred percent(100%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment prior to eighteen(I S)months from the date of issuance of the Financing Documents. (c) Lessee hereby covenants that (i)Lessee is a governmental unit with general tax powers; (i) the Luse is not a `private activity bond' under Section 141 of the Code, (in) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of Lessee, and (iv) the aggregate principal amount of all tax-exempt obligations (including the I rise) issued by Lessee and its subordinate entities, if any, during the current calendar year is not reasonably expected to exceed $5,000,000. Accordingly, the rebate requirements of Section 1480 of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph(b)above. Section 5. Escrow Account. The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the venclogs)or nhanufacturer(s) of the Equipment arc due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents being treated as an"arbitrage bond" within the meaning of Section 148(a)of the Internal Revenue Code of 1986, as amended(the"Code'), respectively. Any monies wluch are earned from the investment of these funds shall be labeled as interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment. Section 6. No Private Use;No Consumer Loan. 6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than 10%of the Principal Amount to be used for a Private Business Use(as defined herein) if, in addition, the payment of more than ten percent (10%)of the Principal Amount plus interest earned thereon is,directly or indirectly,secured by(i)any interest in property used or to be used for a Private Business Use or(ii)any interest in payments in respect of such property or derived from any payment in respect of property or borrowed money wed or to be used for a Private Business Use. In addition,if both(A)more than five percent(5%)of the Principal Amount is used as described above with respect to Private Business Use and(B)more than five percent(5%)of the Principal Amount plus interest earned thereon is secured by Private Business Use property or payments as described above, then the excess over such five percent (5%) (the "Excess Private Use Portion") will be used for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will not 16 IIDVW:LESBQESR.W Irev LWlessor exceed the portion of the Principal Amount used for the govenunenlal use of the particular project to which such Excess Private Use Portion is related. For purposes of this paragraph 6.1, "Private Business Use" means use of bond prornis or bond financed-property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person,excluding, however,use by a state or local governmental unit and excluding use as a member of the general public. 6.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non- governmental entities or to any governmental agencies other than Lessee. Section 7. No Federal Guarantee. 7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in pan,by the United States or an agency or instrumentality thereof. 7.2. No portion of the Principal Amount or interest earned thereon shall be(i)used in making loans the payment of principal or interest of which arc to be guaranteed, in whole or in part,by the United States or any agency or instrumentality thereof, or(ti) invested, directly or indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be "federally guaranteed"within the meaning of Section 149(b)of the Code Section 8. Miscellaneous. 8.1. Lessee shall keep a complete and accurate record of all owners or assignrns of the Financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a)of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings thereon for a period of five(5)years after payment in hill under the Financing Documents. 8.3. To the best of the undersigned's knowledge, information and belief,the above expectations arc reasonable and there arc no other facts, estimates or circumstances that would materially change the expectations expressed herein. IN WITNESS WHEREOF,this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of December 18,2000. CITY OF OCOEE,FLORIDA, Lessee By Name. Scott S. Vandergrift Title: Mayor Date: • 17 ILINU]:LES BpESA WC/rev LdNmnr EXHIBIT D Lease No.:0638 Equipment Schedule. 01 INCUMBENCY CERTIFICATE I do hereby certify that I am the duly elected or appointed and acting of CITY OF OCOEE, FLORIDA, a political subdivision duly organized and existing under the laws of the State of Florida,that I have custody of the records of such entity,and that, as of the date hereof, the individuals named below arc the duly elected or appointed officers of such entity holding the offices set forth opposite their respztive names. 1 further certify that(i)the signatures set opposite their respective names and titles arc their we and authentic signatures and (ii) such officers have the authority on behalf of such entity to enter into that certain Master Lease Agreement dated as ofDeeemberkg^-2z0r0A0 between such entity and SUNTRUST LEASING CORPORATION. b' d_cV I I NAME TITLE SIGNATURE Scott S. Vandergrift Mayor IN WITNESS WHEREOF,I have duly executed this certificate as of this. day of By: Name: Title: City Clerk 20 ILI V W:LES-BQ-ESR WCJrn Y004aw EXHIBIT F Lease No.:0638 Equipment Schedule. 01 SUNTRUST LEASING CORPORATION ESCROW AGREEMENT This ESCROW AGREEMENT, made and entered into as fzertllf2ri� l by and among SUNTRUST LEASING CORPORATION,a Virginia corporation("Lessor"),and CITY OF OCOEE,FLORIDA, a political subdivision of the State of Florida (`Lessee"),and SunTrust Bank,a Georgia banking corporation. In consideration of the mutual covenants herein contained,the parties hereto agree as follows. ARTICLE I. DEFINITIONS AND RECITALS Section 1.1. Definitions. The terms defined in this Section shall,for all purposes of this Escrow Agreement, have the meanings specified below. The terms capitalized in this Escrow Agreement but not defined herein shall have the meanings assigned to them in the Master Lease Agreement. "Acquisition Costs" means, with respect to the Equipment, the contract price paid or to be paid to a Vendor thereof upon acquisition or delivery of any portion of the Equipment in accordance with the purchase order or contract therefor. Acquisition Costs may include the administrative, engineering, legal, financial and other costs incurred by the Lessee in connection with the acquisition, delivery and financing of the Equipment,if approved by Lessor. "Equipment"means the personal property described in the Acceptance Certificate executed pursuant to the Lease,together with any and all modifications,additions and alterations thereto,to be acquired from the moneys held in the Equipment Acquisition Fund. "Equipment Acquisition Fund"means the account by that name established and held by Escrow Agent pursuant to Article II of this Escrow Agreement. "Escrow Agent"means SunTrust Bank,or any successor thereto acting as Escrow Agent pursuant to this Escrow Agreement. "Escrow Agent Fee"has the meaning set forth in Section 6.1. "Escrow Agreement"means this Escrow Agreement and any duly authorized and executed amendment thereto. "Lease"means the Master Lease together with the Equipment Schedule No.01 by and between Lessee and Lessor,and any duly authorized and executed amendment thereto,the terms of which are incorporated herein by reference "Master Lease" means the Master Lease Agreement, dated as otDe[2IDbErtS e0%-by'and between Lessee and Lessor, including any Equipment Schedules entered into thereunder and any duly authorized and executed amendment thereto. "Payment Request Form"means the document substantially in the form attached hereto as Exhibit A to be executed by Lessee and Lessor and submitted to Escrow Agent to authorize payment of Acquisition Costs. "Qualified Investments" means (i) direct general obligations of the United States of America; (ii) obligations guamnkxd by die United States; (iii) general obligations of the agencies and instrumentalities of the United States; or(iv) certificates of deposit, time deposits or demand deposits with any bank or savings institution qualified as a depository of public funds in the State of Georgia, provided that such certificates of deposit,time deposits or demand deposits,if not insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, are fully secured by obligations described in Clauses (i), (ii), or (ii). In no event shall "Qualified Investments"include any investments other than those permitted by any state,county or municipal law applicable to investment of Lessee's funds;provided, however, that neither Lessor nor the Escrow Agent shall be responsible for determining the applicability of any such law and each shall be entitled to rely solely on the determination of Lessee with respect to such matters. ARTICLE II. APPOINTMENT OF ESCROW AGENT;AUTHORITY Section 2.1. Appointment of Escrow Agent. Lessor and Lessee hereby appoint and employ Escrow Agent to receive, hold, invest and disburse the moneys to be paid to Escrow Agent pursuant to this Escrow Agreement and the Lease and to perform certain other functions, all as hereinafter provided. By executing and delivering this Escrow Agreement, Escrow Agent accepts the duties and obligations of Escrow Agent hereunder;provided,however,that its duties and obligations hereunder shall be limited to those specifically provided herein. Section 2.2. Authority. Each of the parties has authority to enter into this Escrow Agreement, and has taken all actions necessary to authorize the execution of this Escrow Agreement by the officers whose signatures are affixed hereto. ARTICLE IlL EQUIPMENT ACQUISITION FUND Section 3.1. Equipment Acquisition Fund. The Escrow Agent shall establish a special escrow account designated as the"Equipment Acquisition Fund"(the"Equipment Acquisition Fund"),shall keep such Fund separate and apart from all other funds and moneys held by it and shall administer such Fund as provided in this Escrow Agreement. Section 3.2. Deposit. Upon execution of the Lease and delivery to Lessor by Lessee of all documents required to be delivered thereunder, Lessor shall deposit or cause to be deposited with the Escrow Agent the sum of Three Hundred Twenty One Thousand Two Hundred Seventy Seven Dollars and 00/100($321,277.00). Escrow Agent shall credit such amount to the Equipment Acquisition Fund. Section 3.3. Disbursements. The Escrow Agent shall use the moneys in the Equipment Acquisition Fund to pay the Acquisition Cost of each item of Equipment subject to the Lease, within a reasonable time of receipt with respect thereto of a Payment Request Form executed by Lessor and Lessee, fully completed and with all supporting documents described therein attached thereto. Upon receipt of a Payment Request Form with respect to any item of Equipment,an amount equal to the Acquisition Cost as shown therein shall be paid directly to the person or entity entitled to payment as specified therein. Section 3.4. Transfers Upon Completion. Unless all of the funds deposited by Lessor in the Equipment Acquisition Fund have been previously disbursed pursuant to Section 3.3 or paid to Lessor pursuant to Section 3.5, on December 31, 2001, Escrow Agent shall pay all remaining moneys in the Equipment Acquisition Fund to Lessor or its assignee for application as a prepayment of the unpaid Principal under the related Lease. Any amounts paid pursuant to this Section 3.4 shall be subject to a prepayment fee equal to two percent(2%) of such amount. Lessor shall apply amounts received under this Section 3.4 first to unpaid fees, late charges and collection costs, if any, which have accrued or been inuned under the Master Lease, then to overdue Principal and Interest on the Lease and then, in the sole discretion or Lessor, either (i) to Principal payments thereafter due under the Lease in the inverse order of their maturities or (ii) proportionately to each Principal payment thereafter due under the Lease. In the event that Lessor elects to apply any such amounts in accordance with clause (i) of the preceding sentence, Lessee shall continue to make Rental Payments as scheduled in the applicable Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause(ii) of this Section 3 4, Lessor shall provide Lessee with a revised Payment Schedule which shall retest the revised Principal balance and reduced Rental Payments due under die Lease. Section 3.5. Liquidation. Upon receipt of written notice from Lessor or Lessee that the Lease has been terminated pursuant to Sections 3.2 or 12.2 thereof, the Escrow Agent shall liquidate all investments held in the Equipment Acquisition Fund and transfer the proceeds thereof and all other moneys held in the Equipment Acquisition Fund to Lessor. ARTICLE IV. TRUST; INVESTMENT Section 4.1. Irrevocable Trust The moneys and investments held by the Escrow Agent under this Escrow Agreement are irrevocably held in trust for the benefit of Lessor and Lessee,and such moneys,together with any income or interest earned, shall be expended only as provided in this Escrow Agreement, and shall not be subject to levy or attaclunent or lien by or for the benefit of any creditor of either Lessor or Lessee(other than Lessor's security interest granted hereunder). Section 4.2. Investment. Moneys held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent upon order of Lessee only in Qualified Investments. Such investments shall be registered in the name of the Escrow Agent and held by the Escrow Agent for die benefit of Lessor and Lessee. The Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Article. Such investments and re-investments shall be made giving full consideration for the time at which funds are required to be available. Any income received on such investments shall be credited to the Equipment Acquisition Fund. The Escrow Agent shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it in accordance with this Article. Section 4.3. Disposition of Investments. The Escrow Agent shall, without further direction from Lessee. sell such investments as and when required to make any payment from the Equipment Acquisition Fund. Section 4.4. Accounting. The Escrow Agent shall keep complete and accurate records of all moneys received and disbursed under this Escrow Agreement which shill be available for inspection by Lessor or Lessee, or die agent of either of them, at any time during regular business hours upon prior written request.The Escrow Agent shall furnish to Lessor and Lessee no less than quarterly an accounting of all investments and interest and income therefrom. Section 4.5. Termination. This Escrow Agreement shall terminate upon disbursement by the Escrow Agent of all moneys held by it hereunder. ARTICLE V. ESCROW AGENT'S AUTHORITY;INDEMNIFICATION Section 5.1. Validity. The Escrow Agent may act upon any writing or instrument or signature which it believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument,and may assume that any person purporting to give any writing,notice,advice or instructions in connection with the provisions hereof has been duly authorized to do so,and the Escrow Agent shall be under no duty to make any investigation or inquiry as to any of the foregoing. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to fonn,harmer and execution,or validity of any instrument deposited with it, nor as to the identity,authority or right of any person executing the sacra Section 5.2. Use of Counsel and Agents. The Escrow Agent may execute any of the tnists or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all natters of trust and its duty hereunder. The Escrow Agent shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care. The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection acting in compliance with the opinion of such counsel. Section 5.3. Interpretation. If Lessor or Lessee shall be in disagreement about the interpretation of the lease or this Escrow Agreement, or about the rights and obligations of,or die propriety of any action contemplated by,the Escrow Agent hereunder,the Escrow Agent nay, but shall not be required to,file an appropriate civil action to resolve the disagreement. 'the Escrow Agent shall be indemnified pursuant to Section 5.5 for all costs, including reasonable attorneys' fees, in connection with such civil action, and shall be fully protected in suspending all or part of its activities under this Escrow Agreement until a final judgment in such action is received_ Section 5.4. Limited Liability of Escrow Agent. The Escrow Agent shall not be liable in connection with the performance or observation of its duties or obligations hereunder except for in the case of its own gross negligence or willful misconduct. The Escrow Agent shall have no obligation or liability to any of the other parties under this Escrow Agreement for the failure or refusal of any other party to perform any covenant or agreement made by such party hereunder or under the Master Lease,but shall be mwpon Bible solely for the performance of the duties and obligations expressly imposed upon it as Escrow Agent hereunder. Section 5.5. Indemnification. To the extent permitted by applicable law and unless the Escrow Agent is guilty of gross negligence or willful misconduct with regard to its duties hereunder,Lessee hereby agrees to indemnify the Escrow Agent and hold it harmless from any and all claims, liabilities, losses,actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature,which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Escrow Agreement;and in connection therewith, to indemnify the Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim. Notwithstanding the foregoing, such indemnification shall not extend to claims, liabilities, losses, actions, suits or proceedings incurred by the Escrow Agent for failure to perform and carry out the duties specifically imposed upon and to be performed by it pursuant to this Escrow Agreement or to claims, liabilities, losses, actions, suits or proceedings incurred by the Escrow Agent arising from events solely and directly attributable to ads of Lessor_ The Escrow Agent shall be vested with a lien on all property deposited hereunder for indemnification, for reasonable attorneys' fees, court costs, for any suit, interpleader or otherwise,or any other expense,fees or charges of any character or nature,which may be incurred by the Escrow Agent by mason of disputes arising between Lessor and Lessee as to the correct interpretation of the Lease or this Escrow Agreement and instructions given to the Escrow Agent hereunder,or otherwise, with the right of the Escrow Agent,regardless of the instructions aforesaid,to hold such property until and unless said additional expenses, fees and charges shall be fully paid. In the event Lessee is required to indemnify Escrow Agent as herein provided, Lessee shall be subrogated to the rights of Escrow Agent to recover such losses or damages from any other person or entity. ARTICLE VI. COMPENSATION Section 6.1. Escrow Agent Fee. The Escrow Agent shall be paid 500.00 by Lessee for the services to be rendered hereunder(the "Escrow. Agent Fee"), and will be paid and/or reimbursed by Lessee upon request for all expenses, disbursements and advances, including reasonable attorneys' fees, incurred or made by it in connection with carrying out its duties hereunder. The Escrow Agents fee shall he payable upon execution of this Escrow Agreement. Section 6.2. Investment Fees. The Escrow Agent shall be entitled to charge reasonable fees and commissions in connection with the investment by it of amounts held in the Equipment Acquisition Fund (the "Investment Fees"). Lessor and Lessee hereby authorize the Escrow Agent to periodically deduct the Investment Fees from interest earnings on the Equipment Acquisition Fund. ARTICLE VII. CHANGE OF ESCROW AGENT Section 7.1. Removal of Escrow Agent Lessor and Lessee, by written agreement, may by written request, at any time and for any reason, remove Escrow Agent and any successor thereto, and shall thereupon appoint a successor or successors thereto, but any such successor shall have capital (exclusive of borrowed capital)and surplus of at least Filly Million Dollars (S50,000,000), and be subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to statute or the requirements of any federal or state supervising or examining authority, then for the purposes of this Section 7.1, the combined capital and surplus of such bank or trust company may be conclusively established in its most recent report of condition so published. Section 7.2. Resignation of Escrow Agent. The Escrow Agent or any successor may at any time resign by giving written notice to Lessor and Lessee of its intention to resign and of the proposed date of resignation,which shall be a date not less than thirty (30)days after such notice,unless an earlier resignation date and the appointment of a successor Escrow Agent shall have been approved by Lessor and Lessee. Upon receiving such notice of resignation,Lessor and Lessee shall promptly appoint a successor Escrow Agent by an instrument in writing, mP vided,however,that in the event Lessor and Lessee fail to appoint a successor Escrow Agent within thirty(30)days following receipt of such written notice, Lessor may appoint a successor Escrow Agent. Any resignation or removal of Escrow Agent shall become effective only upon acceptance of appointment by the successor Escrow Agent. Section 7.3. Metter or Consolidation. Any entity into which Escrow Agent may he merged or converted, or with which it nay be consolidated, or any entity resulting from any merger, conversion or consolidation to which it shall be a party, or any company to which Escrow Agent may sell or transfer all or substantially all of its corporate trust business(provided that such company shall be eligible under Section 7.1)shall be the successor to the Escrow Agent without the execution or filing or further act. ARTICLE VIII. ADMINISTRATIVE PROVISIONS. Section 8.1. Notice. All written notices to be given under this Escrow Agreement shall be given by mail to the party entitled thereto at its address specified beneath each party's signature,or at such address as the party may provide to the other panties hereto in writing from time to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified form,with postage fully prepaid,or if given by other means, when delivered at the address specified in this Section 8.1_ Section 8.2. Assignment. Except as expressly herein provided to the contrary, the rights and duties of each of the panics under this Escrow Agreement shall not be assignable to any person or entity without the written consent of all of the other parties. Notwithstanding the above, Lessor may freely assign all or any part of its interest in this Escrow Agreement and the Equipment Acquisition Fund in connection with an assignment by Lessor of its rights under the Lease. Section 8.3. Binding Effect. This Escrow Agreement shall be binding upon and inure to the benefit of the panics and their respective successors and assigns. Specifically,as used herein the tens"Lessor"means any person or entity to whom Lessor has assigned its right to receive Rental Payments under the Lease. Section 8.4. Severability. In the event any provision of this Escrow Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof. Section 8.5. Entire Agreement;Amendments. This Escrow Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and representations, express or implied. This Escrow Agreement may be amended or modified only by written documents duly authorized, executed and delivered by each of the parties hereto. Section 8.6. Captions. The captions or headings in this Agreement are fur convenience only and in no way define, limit or describe the scope or intent of any provisions,Articles,Sections or Clauses hereof Section 8.7. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver,or cause to be executed, acknowledged and delivered, such supplements hcrcto and such further instruments as may be necessary or proper to carry out the intention or to facilitate the performance of the parties under this Escrow Agreement, and for better assuring and confirming the rights and benefits provided herein. Section 8.8. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of Georgia. Section 8.9. Execution in Counterparts. This Escrow Agreement may be simultaneously executed in several comherpa ts,each of which shall be an original and all of which shall constitute but one and the same Agreement. Section 8.10. Waiver of Jury Trial. Lessor, Lessee and the Escrow Agent hereby waive any right to trial by jury in any action or proceeding with respect to, in connection with or arising out of this Escrow Agreement. ]REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] EXECUTION PAGE OF ESCROW AGREEMENT IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the day and year first written above. SunTrust Bank SUN TRUST LEASING CORPORATION, Escrow Agent Lessor By: BY_- .. Name: J.Lee Judy Name: Michael J.Powers Title: Senior Vice President Title: Secretary Address: Corporate Trust Administration Address: 120 E. Baltimore Street 919 E.Main Street 24°i Floor Richmond,VA 23219 Baltimore,MD 21202 Telephone: 804/782-5170 Telephone: 410/986-1718 Facsimile: 804/782-7855 Facsimile: 410/986-1780 CITY OF OCOEE,FLORIDA, Lessee By: Name: Scott S.Vandergrift Title'. Mayor Address: 150 North Lake Shore Drive Ocoee,FL 34761 Telephone: 407/656-2322 Facsimile: 407/656-7835 Lease Number: 0638 Equipment Schedule: 01 EXHIBIT A PAYMENT REQUEST FORM NO. SunTrvM Bank, as Escrow Agent under an Escrow Agreement dated as of e 1 , he "Escrow Agreement") by and among SUNTRUST LEASING CORPORATION, as Lessor, and CITY OF OCOEE, FLORIDA, as Lessee, is hereby requested to pay, from the Equipment Acquisition Fund, to the person or entity designated below as payee, that the amount set forth opposite each such name, in payment of the Acquisition Costs of the Equipment designated opposite such payee's name and described on the attached page(s). The terms capitalized in this Payment Request Form but not defined herein shall have the meanings assigned to them in the Escrow Agreement. Payee Amount Equipment The Lessee hereby certifies that. I. Attached hereto is a duplicate original or certified copy of the following documents relating to the order,delivery and acceptance of the Equipment described in this Payment Request Fonn'. (a) a manufacturer's or dealer's invoice: and (b) unless this Payment Request Form relates to partial payment of a Vendor in connection with a purchase order approved by Lessor, Lessee's Acceptance Certificate relating to the Equipment. 2. The representations and wvarranties contained in the Lease arc true and correct as of the date hereof 3. No Non-Appropriation or Event of Default,or event which with the giving of notice or passage of time or both would constitute an Event of Default, his occurred. Dated: ,20 ITV OF OCOEE,FLORIDA, SUNTRUST LEASING CORPORATION, Lessee Lessor By Bv. Name: Scott S. Vandergrih Name: Cathy Estella()Mister Title: Mayor Title: Assistant Vice President Date: Date. 2 iv crs.uc.Ex orris.5I Messer m EXHIBIT G-1 Lease No.: 0638 Equipment Schedule. 01 DATE: TO: Insurance Agent Name&Address Phone Number and Fax Number Gentlemen: CITY OF OCOEE, FLORIDA has entered into a Master I rave Agreement dated as of Hecemba us, cwo wnn SUNTRUST LEASING CORPORATION. In accordance with the Agreement, Lessee certifies that it has instructed the insurance agent named above to issue. a. All Risk Physical Damage Insurance on the Irasrd Equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming SUNTRUST LEASING CORPORATION and/or its assilms as Loss Payee. un evenly even o b. Public Liability Insurance evidenced by a Certificate of Insurance naming SUNTRUST LEASING CORPORATION and/or its assigns as Additional Insured. The following minimum coverage is required: Liability: $ 500 000.00 per person Liability-Bodily Injury. $1,000,000.00 aggregate Liability-Property Damage: $1,000,000.00 property damage liability PROPERTY: LOCATION'. Upon issuance of the coverage outlined above, please mail a certificate of insurance to SUNTRUST LEASING CORPORATION,120 E.Baltimore Street,24th Floor,Baltimore,MD 21202. Your courtesy in issuing and forwarding the requested cedificate at your earliest convenience will be appreciated. Very truly yours, CITY OF OCOEE,FLORIDA By: Name: Scott S. Vandergrift Title: Mayor Date: 28 I2/I4/W1.ES.9e.ESA DOC hew.5M10Mawr Form 8038-G Information Return for Tax-Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) OMB No. 1545 0020 (Rev_May 1999) ► See separate Instructions. D-n'°m Revenue°r the Bowe Caution Caution: Use Form 8038-GC if the issue price is under$100000. Part I Reporting Authority If Amended Return. check here ► ❑ 1 issuers name 2 Issuer's employer identification number City of Ocoee, Florida 3 tubes arid street (or P O. box If mail is nor delivered to street address) Ream/suite 4 Report number 150 N.Lakeshore Drive G 00 u01 5 City,town. or post office, state,and ZIP code 6 Date of issue Ocoee, FL 34761-2322 2894-_— 7 Name of issue 8 CUSIP number Master Lease Agreement, Lease No.0638 n/a 9 Name and title of ollicer or legal representative whom the IRS may call for more information 10 Teleptre number al ribber or legal represunrarsh Donald Carter,Financing Supervisor ( 407 )656-2322 P.r II Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule 11 ❑ Education 11 12 ❑ Health and hospital 12 13 ❑ Transportation 13 14 ❑ Public safety 14 15 ❑ Environment(including sewage bonds) 15 16 ❑ Housing 16 17 ❑ Utilities 17 18 0 Other Describe ► Multiple county vehicles 18 3Y27/00 19 If obligations are TANS or RANs, check box ► ❑ If obligations are BANs, check box ► ❑ .' 20 If obligations are in the form of a lease or installment sale, check box ► 0 Part III Description of Obligations. (Complete for the entire issue for which this form is being filed.) (a)Final maturity date lb)Issue price (e)smed e l,dominion le)woi9rn (e)nem price maturity evorags maturity 21 September 18,2004 S 321,277.00 S 321,277.00 4 years 5,043 Part IV Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest 22 0 23 Issue price of entire !SSW. (enter amount from line 21, column (b)) 23 3 .00 r 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 0 25 Proceeds used for credit enhancement 25 0 26 Proceeds allocated to reasonably required reserve or replacement fund _ _ 26 0 27 Proceeds used to currently refund prior issues 27 0 28 Proceeds used to advance refund prior issues 28 0 / 29 Total (add lines 24 through 28) 29 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) - _ 30 32 .00 P.r Description of Refunded Bonds (Complete this part only for refunding bonds.) 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . ► years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded _ . ► years 33 Enter the last date on which the refunded bonds will be called ► 34 Enter the date(s) the refunded bonds were issued ► P-r I Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) _ _ _ 35 36a Fntei the a meet of gross pieceed_invested or to be invested Ina Guaranteed investment contract(See l nsa uctons) 36a b Enter the final matui sty date of the guaranteed investment contract ► 37 Pooled financings. a Proceeds of this issue that are to be used to make loans to other governmental units 37a b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of Mr issuer ► and the rime of the issue ► 38 If the issuer has designated the issue under section 265(b)(3)(B)(ifll1) (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 ► ❑ times penalties or perjury.I declare that I have examined this return and accomprnyine srnceules and stutoments. nit To m°bail e,I my knowlmge and hexer they a o true tr nnesr.and r_ mplels_ Please Sign Scott S.Vandergrift,Mayor Here signature of issuers authorised representative Dam r Tyre or(Hint name and title For Paperwork Reduction Act Notice, see page 2 of the Instructions. cat No 631/3S Form 8038-G (fe.. se9) H.L12/04 Prepared by SunTrusl Leasing Corporation Lessee: City of Ocoee, FL Interest Rate. 4.475% (Quarterly in Advance) Three Year Lease Amortization MoNr Payment Principal Interest Balance 01-Feb 19,826.43 19,826. 3 0.00 204,133.57 01-May 19,826 43 17,542..7 2283 86 186,590.99 01-Aug 19,626 43 1 7,738.14 2087.59 168,852.15 01-Nov 19,826.43 17,937.:0 1889.13 150,914.85 02-Feb 19,826.43 18,137.'9 1688.44 132,776.86 02-May 19,826.43 18,340.12 1485.51 114,435.94 02-Aug 19,826.43 18,546.12 1280.32 95,889.83 02-Nov 19,826.43 18,753.51 1072.82 77,136.22 03-Feb 19.826.43 18,963.13 863.00 58,172.79 03-May 19,826.43 19,17549 650.64 38,997.20 03-Aug 19,826.43 19.390. 3 436.30 19,607.07 03-Nov 19,826.43 19,607. 7 219.36 0 Totals 237 917.18 223,960. 0 13 957.18 SUBJECT TO, AND MADE A PART OF, THAT CERTAIN PROPOSAL DAT D NOVEMBER 17, 2000 Prepared by SunTrusi Leasing Corporation Lessee' City of Ocoee, FL Interest Rate'. 4.495% (Quarterly in Advance) Four Year Lease Amorfizalion Mo/Yr Payment Principal Interest Balance 01-Feb 26,084.16 26,084. 6 0.00 358,213.84 01-May 26,084.16 22,058,i4 4,026,11 336,155.80 01-Aug 26,084.16 22,305.!6 3,77819 313,049.84 01-Nov 26,084.16 22,556. / 3,527,49 291,293.17 02-Feb 26.084,16 22,810. 9 3,273.96 268,482.98 02-May 26,084.16 23,066,.6 3.017.69 245,416.42 02-Aug 26.084.16 23,325.:2 2,758.34 222,090.60 02-14ov 26,084.16 23,587.!9 2496.17 198,502.61 03-Feb 26.084.16 23,853. 0 2,231.05 174,649.51 03-May 26,084.16 24,121. '0 1,962.96 150,528.31 03-Aug 26,084.16 24,392.:1 1,691.85 126,136,00 03-Nov 26,084.16 24,666. 6 1,417,69 101,469,54 04-Feb 26,084.16 24.943.'0 1,140.46 /6,525.85 04-May 26,084.16 25,224.i5 860.11 51,30180 04-Aug 26,084,16 25,501.15 576.60 25,79424 04-Nov 26,084.16 25,794. '4 289.91 0 Totals 417,34648 384,298.110 33,048,48 SUBJECT TO, AND MADE A PART OF, THAT CERTAIN PROPOSAL DAT:D NOVEMBER 17, 2000 n .co—L .kl J OL F.VJQM4 Prepared by SunTrust I.easing Corporation Lessee: City of Ocoee, FL Interest Rate: 4.489% (Quarterly in Advance) Serialized/ Compbined Amortization Schedule Mo/Yr Payment Principal Interest Balance 01-Feb 45,910.59 45,910.•9 0 562,347.41 01-May 45,910.59 39,598.:2 6,311.77 522,748.59 01-Aug 45,91059 40,043. 8 5,867.31 482,705.31 01-Nov 45,910.59 40,492. 2 5.417.67 442,212.59 02-Feb 45,910.59 40,947.•1 4,963.38 401,265.38 02-May 45,910.59 41,406.:0 4,503.79 359,858.58 02-Aug 45,910.59 41,571.•5 4,039.04 317,987.03 02-Nov 45,910.59 42,341..1 3,569.08 275,645.51 03-Feb 45,910 59 42,816. 5 3,093.84 232,628.76 03-May 45,910,59 43,297.43 2,613.26 189,537 43 03-Aug 45,910.59 43,/33. 0 2,127.29 145,74B.13 03-Nov 45,910,59 44,274. 2 1,635.87 101,473.42 04-Feb 26,084.16 24,945.•3 1,138.93 76.528.19 04-May 26,084.16 25.225.•1 858.95 51,302.98 04-Aug 26,084.16 25,508.c4 575.82 25,794.64 04-Nov 26,084.16 25794..4 289.52 0 Totals 655,263.72 608,258.10 47,005.72 SUBJECT TO, AND MADE A PART OF, THAT CERTAIN PROPOSAL DAT. D NOVEMBER 17, 2000 EXHIBIT A EQUIPMENT SCHEDULE NO.01 TO LEASE NO. 0638 The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as February 8,2001 (the"Agreement')between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety,and Lessee hereby reaffirms each of its representations. warranties and covenants contained in the Agreement. Lessee warrants that no Non- Appropriation and no Event of Default,or event which,with the passage of time or the giving of notice or both,would constitute an Event of Default,has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule and by reference arc made a pad hereof The tern capitalized in this Equipment Schedule hut not defined herein shall have the meanings assigned to them in the Agreement EQUIPMENT GROUP The cost of the Equipment Group to be funded by Lessee under this Lease is Six I lundred Fight Thousand Two I lundred Fifty Eight Dollars and 00/100(5608,258.00) (the"Acquisition Cost"). The Equipment Group consists of the following Equipment which has been or shall he purchased from the Vendors)named below for the prices set forth below: Various City Vehicles, See attached The Equipment Group is or will be located at the following address(es). Prior to relocation of the Equipment Group or any portion thereof during the Lease Term, Lessee will provide written notice to Lessor: 150 North Lake Shore Drive Ocoee, FL 34761 SUNTRUST LEASING CORPORATION, Lessor By: Name: Michael J. Powers Title: Secretary Date: Address: 120 E. Baltimore,Street 24'Floor Baltimore, MD 21202 Telephone: 410/986-1718 Facsimile:410/986-1780 CITY OF OCOEE, FLORIDA a Florida municipal corporation Lessee By: S. Scott Vandergrift Mayor Attest: Jean Grafton,City Clerk FOR USE AND RELIANCE ONLY BY (SEAL) 1-11F CITY OF OCOEE, FLORIDA. Approved as to form and legality Executed on: this day of - ,20 Foley& Lardner APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD By: ON ,20 , UNDER City Attorney AGENDA ITEM NO.