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HomeMy WebLinkAboutV(H) Approval and Authorization to Piggyback Various Governmental Entities’ Contracts for Various Vehicles/Equipment and to Authorize the Lease-Purchase Agreement with SunTrust for Same Ml1,YQX S. Scott Vandergrift c.enter of Good 1 . ~'-o-e -1T7ij} .~ g Agenda 02-17-2004 C.Q..mm!;?;?!QJ1f.I Item V H Danny Howell, District 1 Scott Anderson, District 2 Rusty Johnson, District 3 Nancy J. Parker, District 4 City Manager Jim Gleason STA...FF R.EPOR.T TO: The Honorable Mayor and City Commissioners Joyce Tolbert, BuyeQ- Wanda Horton, Acting ~ Managerc~ J(,:B , .-/ FROM: THROUGH: DATE: February 10,2004 RE: ISSUE: Lease-Purchase of New City Vehicles & Equipment FY 03/04 The budget for Fiscal Year 03/04 includes the lease-purchase of various vehicles and equipment for various City departments, per the attached listing. Authorization is needed to waive the City's formal bid process & piggyback various governmental entities' formal bids, on the items listed. It is also the intent of staff to consolidate the financing for the vehicles and equipment being purchased, in order to realize a savings on the interest rate. BACKGROUND & DISCUSSION: The State of Florida and the Florida Sheriffs Association (FSA) & Florida Association of CountieslFlorida Fire Chiefs Association bids were reviewed for the best pricing based on factors such as price and options available. The City of Ocoee participates each year in the FSA co-op bid, and the bid encompasses dealerships in the Western, Northern, Central, and Southern parts of the State of Florida. These quotes are available in the Finance Department for all items listed. A copy of the FSA is attached and the State ofFL contract is available at http://taxonomv.myflorida.com/Taxonomy/Government/State%20Purchasing. The consolidated list of vehicles and equipment to be purchased is also attached. The total cost for the vehicles and equipment requiring approval is $318,055. The amount previously approved is $91,018.10. The City has a balance from last year's lease of $147,754, for the purchase of a recycling truck that was cancelled. The City will be applying $147,277.10 toward this amount, and the remainder of $476.90 will be refunded or credited toward a payment. Therefore, the total for a new 3-year consolidated lease, which includes the remaining vehicles and equipment, is $261,796. RECOMMENDATION Staff recommends that the City Commission 1) Approve piggybacking on the Florida Sheriffs Association & Florida Association of Counties, and the State of Florida contracts for the listed vehicles, and 2) Authorize staffto secure financing through Suntrust Bank for the vehicles and equipment, and authorize the Mayor, City Clerk, and Staff to execute the lease-purchase agreement and related documents. City ofOcoee. 150 N Lakeshore Drive. 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(1) 3 <::: o ~ ~ a ~ g :: :: ~. t"J .... ~ ;:: ~ '1S ~ ~ So ~ ~ ;::: ~ ~ ~. .... ~ ~ l:l .... l:l ;:: ~ l:l .., =:-: ~ f} ~ '. .; ~ == """" ("':l Io!j~("':l tijt'!'j"""" ("':loo~ >t!3-< ~,o 0 -<SIo!j t'!'jloCo >~("':l :::Ct'!'jo =Zt'!'j ~~t'!'j =~ .&;;.t'!'j > 00 t'!'j 00 ~ <-~ #) \ '- \ ' rJJfC ~ ' ., \~ 11\- S~ \}:.. ~~ ti~b EXHIBIT F Lease No.: Shown on Schedule I Equipment Schedule: Shown on Schedule I SUNTRUST LEASING CORPORATION ESCROW AGREEMENT This ESCROW AGREEMENT, made and entered into as of the Date shown on Schedule I, by and among SUNTRUST LEASING CORPORATION, a Virginia corporation ("Lessor"), the Lessee named on Schedule I, which is a political subdivision or public body politic and corporate of the State or Commonwealth shown on Schedule I ("Lessee"), and SUNTRUST BANK, a Georgia banking corporation, as Escrow Agent ("Escrow Agent"). 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 1.1 shall, for all purposes of this Escrow Agreement, have the meanings specified below or on Schedule l. "Acquisition Costs" means, with respect to the Equipment, the contract price paid or to be paid to the person entitled to such payment 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 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 Fee" has the meaning set forth in Section 6.1 and the amount of such Escrow Agent Fee is shown on Schedule l. "Escrow Agreement" means this Escrow Agreement and any duly authorized and executed amendment or supplement hereto. "Initial Deposit Amount" means the amount shown as the Initial Deposit Amount on Schedule l. "Lease" means the Master Lease, together with the Equipment Schedule identified on Schedule I, by and between Lessee and Lessor, and any duly authorized and executed amendment or supplement thereto. "Master Lease" means the Master Lease Agreement, dated as of the date shown on Schedule I, by and between Lessee and Lessor, including any Equipment Schedules entered into thereunder and any duly authorized and executed amendment or supplement 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 the STl Classic US Treasury Money Market Fund. By signing this Escrow Agreement, Lessee acknowledges that such Qualified Investment is a permitted investment under any state, county or municipal law applicable to the investment of Lessee's funds. ARTICLE II. APPOINTMENT OF ESCROW AGENT; AUTHORITY Section 2.1. Appointment of Escrow A2:ent. 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 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. Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and no additional duties or obligations shall be implied hereunder. In performing its duties under this Escrow Agreement, or upon the claimed failure to perform any of its duties hereunder, Escrow Agent shall not be liable to anyone for any damages, losses or expenses which may be incurred as a result of Escrow Agent so acting or failing to so act; provided. however, Escrow Agent shall not be relieved from liability for damages arising out of its proven gross negligence or willful misconduct under this Escrow Agreement. Escrow Agent shall in no event incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of legal counsel, which may be counsel to any party hereto, given with respect to any question relating to the duties and responsibilities of Escrow Agent hereunder or (ii) any action taken or omitted to be taken in reliance upon any instrument delivered to Escrow Agent and believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall not be bound in any way by any agreement or contract between Lessor and Lessee, including the Master Lease, whether or not Escrow Agent has knowledge of any such agreement or contract. 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 ofthis Escrow Agreement by the representatives whose signatures are affixed hereto. ARTICLE III. EQUIPMENT ACQUISITION FUND Section 3.1. Equipment Acquisition Fund. Escrow Agent shall establish a special escrow account designated as the "Equipment Acquisition Fund" (the "Equipment Acquisition Fund"), shall keep such Equipment Acquisition Fund separate and apart from all other funds and moneys held by it and shall administer such Equipment Acquisition 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 Escrow Agent an amount equal to the Initial Deposit Amount. Escrow Agent shall credit such amount to the Equipment Acquisition Fund. The Initial Deposit Amount is to be sent by Lessor to Escrow Agent by wire transfer to: SunTrust Bank, Atlanta, Georgia, ABA# 0610000104, Account# 9088000265, Account Name: Corporate Trust Orlando, Beneficiary as shown on Schedule I, Attention: Escrow Administration (407)237-5131, Section 3.3. Disbursements. Escrow Agent shall use the moneys in the Equipment Acquisition Fund from time to time to pay the Acquisition Cost of each item of Equipment, within a reasonable time of receipt with respect thereto of a Payment Request Form executed by Lessor and Lessee. Upon receipt of a Payment Request Form executed by Lessor and Lessee, an amount equal to the Acquisition Cost as shown therein shall be paid directly by Escrow Agent to the person or entity entitled to payment as specified therein. Although the Payment Request Form may have schedules, invoices and other supporting documentS attached to it, Lessor will send to Escrow Agent only the page or pages showing the signatures of Lessor and Lessee, the Acquisition Cost and related payment information, without such schedules, invoices or other supporting documentation. Escrow Agent may act and rely upon the signed Payment Request Form without the need to review or verify any such schedules, invoices or other supporting documentation. 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 the Ending Date shown on Schedule I, Escrow Agent shall pay upon written direction all remaining moneys in the Equipment Acquisition Fund to Lessor or its assignee for application as a prepayment of the unpaid Principal under the related Lease. Any amounts paid pursuant to this Section 3.4 shall be subject to a prepayment fee equal to two percent (2%) of such amount. Lessor shall apply amounts received under this Section 3.4 first to unpaid fees, late charges and collection costs, if any, which have accrued or been incurred under the Master Lease, then to overdue Principal and Interest on the Lease and then, in the sole discretion of Lessor, either (i) to Principal payments thereafter due under the Lease in the inverse order of their maturities or (ii) proportionately to each Principal payment thereafter due under the Lease. In the event that Lessor elects to apply any such amounts in accordance with clause (i) of the preceding sentence, Lessee shall continue to make Rental Payments as scheduled in the applicable Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause (ii) of this Section 3.4, Lessor shall provide Lessee with a revised Payment Schedule which shall reflect the revised Principal balance and reduced Rental Payments due under the Lease. Capitalized terms used in this Section 3.4, but not defined herein, shall have the meanings given to such terms in the Lease. Escrow Agent shall have no responsibility to see to the appropriate application of any moneys returned under this Section 3.4. 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, 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 Escrow Agent under this Escrow Agreement are irrevocably held in trust for the benefit of Lessor and Lessee, and such moneys, together with any income or interest earned, shall be expended only as provided in this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either Lessor or Lessee (other than Lessor's security interest granted hereunder). Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Equipment Acquisition Fund or any part of the Equipment Acquisition Fund or to file any financing statement under the Uniform Commercial Code of any jurisdiction with respect to the Equipment Acquisition Fund or any part thereof. Section 4.2. Investment. Moneys held by Escrow Agent hereunder shall be invested and reinvested by Escrow Agent only in Qualified Investments. Such investments shall be registered.in the name of Escrow Agent and held by Escrow Agent for the benefit of Lessor and Lessee. Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Article IV. 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 and any loss on such investments shall be charged to the Equipment Acquisition Fund. 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 IV. Section 4.3. Disposition of Investments. Escrow Agent shall, without further direction from Lessor or Lessee, sell such investments as and when required to make any payment from the Equipment Acquisition Fund. Section 4.4. Accountinl?:. Escrow Agent shall keep complete and accurate records of all moneys received and disbursed under this Escrow Agreement which shall be available for inspection by Lessor or Lessee, or the agent of either of them, at any time during regular business hours upon prior written request. 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 Escrow Agent of all moneys held by it hereunder. Notwithstanding the foregoing, this Escrow Agreement shall not be considered to be terminated until all fees, costs and expenses of Escrow Agent have been paid in full. Upon termination, Escrow Agent shall be discharged from all duties and responsibilities under this Escrow Agreement. ARTICLE V. ESCROW AGENT'S AUTHORITY; INDEMNIFICATION Section 5.1. Validitv. 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 Escrow Agent shall be under no duty to make any investigation or inquiry as to any of the foregoing. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person executing the same. Escrow Agent shall be entitled to rely upon any statement, certificate, document or instrument presented to it by or on behalf of Lessee by any of the Lessee's Authorized Representatives shown on Schedule I and shall be entitled to rely upon any such statement, certificate, document or instrument presented to it by any other person who identifies himself or herself as an authorized representative of Lessee. Section 5.2. Use of Counsel and Al?:ents. Escrow Agent may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers. Escrow Agent shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder and shall be paid or reimbursed the reasonable fees and expenses of such counsel, as provided in Section 6.1. Escrow Agent shall not be answerable for the default or misconduct of any such attomey, agent, or receiver selected by it with reasonable care. Section 5.3. Interpretation. As an additional consideration for and as an inducement for Escrow Agent to act hereunder, it is understood and agreed that, in the event of any disagreement between the parties to this Escrow Agreement or among them or any other persons resulting in adverse claims and demands being made in connection with or for any money or other property involved in or affected by this Escrow Agreement, Escrow Agent shall be entitled, at the option of Escrow Agent, to refuse to comply with the demands of such parties, or any of such parties, so long as such disagreement shall continue. In such event, Escrow Agent shall make no delivery or other disposition of the Equipment Acquisition Fund or any part of the Equipment Acquisition Fund. Anything herein to the contrary notwithstanding, Escrow Agent shall not be or become liable to such parties or any ofthem for the failure of Escrow Agent to comply with the conflicting or adverse demands of such parties or any of such parties. Escrow Agent shall be entitled to continue to refrain and refuse to deliver or otherwise dispose of the Equipment Acquisition Fund or any part thereof or to otherwise act hereunder, as stated above, unless and until: 1. the rights of such parties have been finally settled by binding arbitration or duly adjudicated in a court having jurisdiction of the parties and the Equipment Acquisition Fund; or 2. the parties have reached an agreement resolving their differences and have notified Escrow Agent in writing of such agreement and have provided Escrow Agent with indemnity satisfactory to Escrow Agent against any liability, claims or damages resulting from compliance by Escrow Agent with such agreement. In the event of a disagreement between such parties as described above, Escrow Agent shall have the right, in addition to the rights described above and at the option of Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all money and property comprising the Equipment Acquisition Fund and may take such other legal action as may be appropriate or necessary, in the opinion of Escrow Agent. Upon such tender, the parties hereto agree that Escrow Agent shall be discharged from all further duties and responsibilities under this Escrow Agreement; provided, however, that the filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing and discharge of Escrow Agent of its duties and responsibilities hereunder. The parties hereto jointly and severally agree that, whether under this Section 5.3 or any other provisions of this Escrow Agreement, in the event any controversy arises under or in connection with this Escrow Agreement or the Equipment Acquisition Fund or in the event that Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Equipment Acquisition Fund, to pay to Escrow Agent reasonable additional compensation for its extraordinary services and to reimburse Escrow Agent for all costs and expenses associated with such controversy or litigation, including reasonable attorney's fees. Section 5.4. Limited Liability of Escrow Al!ent. 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 proven gross negligence or willful misconduct. Escrow Agent shall have no obligation or liability to any of the other parties under this Escrow Agreement for the failure or refusal of any other party to perform any covenant or agreement made by such party hereunder or under the Master Lease, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Escrow Agent hereunder. Section 5.5. Indemnification. Escrow Agent shall have no obligation to take any legal action in connection with this Escrow Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which would or might involve it in any cost, expense, loss or liability unless security and indemnity, as provided in this Section 5.5, shall be furnished. To the extent permitted by applicable law, Lessee agrees to indemnify Escrow Agent and it officers, directors, employees and agents and save Escrow Agent and its officers, directors, employees and agents harmless from and against any and all Claims (as hereinafter defined) and Losses (as hereinafter defined) which may be incurred by Escrow Agent or any of such officers, directors, employees or agents as a result of Claims asserted against Escrow Agent or any of such officers, directors, employees or agents as a result of or in connection with Escrow Agent's capacity as such under this Escrow Agreement by any person or entity. For the purposes hereof, the term "Claims" shall mean all claims, lawsuits, causes of action or other legal actions and proceedings of whatever nature brought against (whether by way of direct action, counterclaim, cross action or impleader) Escrow Agent or any such officer, director, employee or agent, even if groundless, false or fraudulent, so long as the claim, lawsuit, cause of action or other legal action or proceeding is alleged or determined, directly or indirectly, to arise out of, result from, relate to or be based upon, in whole or in part: (a) the acts or omissions of Lessor or Lessee, (b) the appointment of Escrow Agent as escrow agent under this Escrow Agreement, or (c) the performance by Escrow Agent of its powers and duties under this Escrow Agreement; and the term "Losses" shall mean losses, costs, damages, expenses, judgments and liabilities of whatever nature (including but not limited to attorneys', accountants' and other professionals' fees, litigation and court costs and expenses and amounts paid in settlement), directly or indirectly resulting from, arising out of or relating to one or more Claims. Upon the written request of Escrow Agent or any such officer, director, employee or agent (each referred to hereinafter as an "Indemnified Party"), and to the extent permitted by law, Lessee agrees to assume the investigation and defense of any Claim, including the employment of counsel acceptable to the applicable Indemnified Party and the payment of all expenses related thereto and, notwithstanding any such assumption, the Indemnified Party shall have the right, and Lessee agrees to pay the cost and expense thereof, to employ separate counsel with respect to any such Claim and participate in the investigation and defense thereof in the event that such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party which are different from or additional to those available to either Lessor or Lessee. Lessee hereby agrees that the indemnifications and protections afforded Escrow Agent in this Section 5.5 shall survive the termination of this Escrow Agreement. ARTICLE VI. COMPENSATION Section 6.1. Escrow Al!ent Fee. Escrow Agent shall be paid by Lessee the Escrow Agent Fee shown on Schedule I for the ordinary services to be rendered hereunder (the "Escrow Agent Fee"), and will be paid and/or reimbursed by Lessee upon request for all costs, expenses, disbursements and advances, such as reasonable attorney's fees and court costs, incurred or made by Escrow Agent in connection with carrying out its duties hereunder, including the costs, expenses, disbursements and advances described in Sections 5.2, 5.3 and 6.2. The Escrow Agent Fee and such other costs, expenses, disbursements and advances shall be payable from the interest earnings from the Equipment Acquisition Fund. In the event a shortfall occurs, said shortfall shall be the responsibility of Lessee and not the responsibility of Escrow Agent, Lessor, or their agents or assigns. Such shortfall shall be paid by Lessee to Escrow Agent within 30 days following receipt by Lessee of a written statement setting forth such shortfall. Section 6.2. Investment Fees. 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 Escrow Agent to periodically deduct the Investment Fees from investment earnings on the Equipment Acquisition Fund. Section 6.3. Security for Fees and Expenses. To the extent permitted by law, as security for all fees and expenses of Escrow Agent hereunder and any and all losses, claims, damages, liabilities and expenses incurred by Escrow Agent in connection with its acceptance of appointment hereunder or with the performance of its obligations under this Escrow Agreement and to secure the obligation of Lessee to indemnify Escrow Agent as set forth in Section 5.5, Escrow Agent is hereby granted a security interest in and a lien upon the Equipment Acquisition Fund, which security interest and lien shall be prior to all other security interests, liens or claims against the Equipment Acquisition Fund or any part thereof. ARTICLE VII. CHANGE OF ESCROW AGENT Section 7.1. Removal of Escrow Al!ent. Lessor and Lessee, by written agreement, may by written request, at any time and for any reason, remove Escrow Agent and any successor thereto, and shall thereupon appoint a successor or successors thereto, but any such successor shall have capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and be subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to statute or the requirements of any federal or state supervising or examining authority, then for the purposes of this Section 7.1, the combined capital and surplus of such bank or trust company may be conclusively established in its most recent report of condition so published. Section 7.2. Resil!nation of Escrow Al!ent. Escrow Agent may resign at any time from it obligations under this Escrow Agreement by providing written notice to the parties hereto. Such resignation shall be effective on the date set forth in such written notice which shall be no earlier than 30 days after such written notice has been given, unless an earlier resignation date and the appointment of a successor Escrow Agent shall have been approved by Lessor and Lessee. In the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective, Escrow Agent shall be entitled to tender into the custody of a court of competent jurisdiction all assets then held by it hereunder and shall thereupon be relieved of all further duties and obligations under this Escrow Agreement. Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. Section 7.3. Merl!er or Consolidation. Any entity into which Escrow Agent may be merged or converted, or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which it shall be a party, or any company to which Escrow Agent may sell or transfer all or substantially all of its corporate trust business (provided that such company shall be eligible under Section 7.1) shall be the successor to Escrow Agent without any 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, by facsimile or by ovemight courier to the party entitled thereto at its contact information specified on Schedule I, or at such contact information 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 or facsimile number specified in Schedule I. Any notice given by any party shall be given to both other parties. Section 8.2. Assilroment. Except as expressly herein provided to the contrary, the rights and duties of each of the parties under this Escrow Agreement shall not be assignable to any person or entity without the written consent of all of the other parties. Not- withstanding 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. Bindinl! Effect. This Escrow Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 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 Al!reement; 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. By execution of this Escrow Agreement, Escrow Agent shall not be deemed or considered to be a party to any other document, including the Master Lease. This Escrow Agreement may be amended, supplemented or modified only by written documents duly authorized, executed and delivered by each of the parties hereto. Section 8.6. Cautions. The captions or headings in this Escrow 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 8.7. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be necessary or proper to carry out the intention or to facilitate the performance of the parties under this Escrow Agreement, and for better assuring and confirming the rights and benefits provided herein. Section 8.8. Governinl! Law. This Escrow Agreement shall be construed and govemed in accordance with the laws of the Commonwealth of Virginia. Section 8.9. Execution in Counteruarts. This Escrow Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same Escrow Agreement. Section 8.10. Waiver of JUry Trial. Lessor, Lessee and 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. Section 8.11. No Tax Reuortinl!. Escrow Agent will not be responsible for tax reporting of any income on the Equipment Acquisition Fund. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] EXECUTION.PAGE OF ESCROW AGREEMENT IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the Date of Escrow Agreement shown on Schedule l. SUNTRUST BANK Escrow Agent SUNTRUST LEASING CORPORATION, Lessor By Name: Susan Tinsley Title: Trust Officer By Name: Michael J. Powers Title: Secretary APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Jean Grafton, City Clerk S. Scott Vandergrift, Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this _ day of , 2004. APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON , 2004 UNDER AGENDA ITEM NO. FOLEY & LARDNER By: City Attomey Schedule I Exhibit A Information to Complete Escrow Agreement Payment Request Form SCHEDULE I Lease Number: INFORMATION TO COMPLETE ESCROW AGREEMENT Equipment Schedule: Date of Escrow Agreement: Name of Lessee: Lessee's State / Commonwealth: Escrow Agent Fee: Initial Deposit Amount: Date of Master Lease Agreement: Beneficiary Name for Fund: Ending Date: Lessee's Address: Attention: Lessee's Telephone: Lessee's Facsimile: Lessee's Taxpayer Identification Number: Lessee's Authorized Representatives Escrow Agent's Address: Escrow Agent's Telephone: Escrow Agent's Facsimile: Lessor's Address: Lessor's Telephone: Lessor's Facsimile: Lessor's Taxpayer Identification Number: 0638 005 February 27, 2004 City of Ocoee. Florida Florida $500.00 $261,796.00 02/08/01 City of Ocoee, Florida October 4. 2004 150 N. Lakeshore Drive Ocoee. FL 34761 Joyce Tolbert 407/905-3100 407/ [name/title] [ name/title] SunTrust Bank, Corporate Trust Division 225 E. Robinson Street Suite 250 Orlando, FL 32801 Attention: Susan Tinsley (407)237-5131 (407)237-5299 Sun Trust Leasing Corporation 29 W. Susquehanna Avenue, Suite 400 Towson, Maryland 21204 Attention: Michael 1. Powers (410) 307-6644 (410) 307-6702 [signature] [ signature] CITY OF OCOEE, FLORIDA INDEX TO LEGAL DOCUMENTS BANK-QUALIFIED ESCROW Master Lease Agreement; ON FILE Exhibit A - Equipment Schedule No.005; Acceptance Certificate; Payment Schedule; Exhibit B-1 - Tax Agreement and Arbitrage Certificate; Exhibit C - Resolution of Goveming Body; Exhibit D - Incumbency Certificate; Exhibit E - Opinion of Counsel; Exhibit F - Escrow Agreement, with its Schedule A; Exhibit G-l Confirmation of Outside Insurance; Exhibit G-2 Questionnaire for Self-Insurance to Lease and Addendum; DCC Financing Statements with attached Schedule A; Form 8038-G. EXHIBIT A EQUIPMENT SCHEDULE NO.005 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 ofDefauIt, has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but not defined herein shall have the meanings assigned to them in the Agreement. F,QlJTPMF:NT GROUP The cost of the Equipment Group to be funded by Lessee under this Lease is $261,796.00 (the "Acquisition Cost"). The Equipment Group consists of the following Equipment which has been or shall be purchased from the Vendor(s) named below for the prices set forth below: Vehicles 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 CORPORA nON, Lessor By: Name: Michael 1. Powers Title: Secretary Date: Address: 29 W. Susquehanna Ave. Suite 400 Towson,MD 21204 Telephone: 410/307-6600 Facsimile: 410/307-6702 APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Jean Grafton, City Clerk S. Scott Vandergrift, Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this _ day of , 2004. APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON , 2004 UNDER AGENDA ITEM NO. - FOLEY & LARDNER By: 2/1 O/2004:LES-BQ-ESRDOC/rev. 5/00nessor City Attorney Lease No.: 0638 Equipment Schedule: 005 ACCEPTANCE CERTIFICATE I, the undersigned, hereby certify that I am the duly qualified and acting officer of the Lessee identified below and, with respect to the above referenced Equipment Schedule and Lease, that: 1. The Equipment described below has been delivered and installed in accordance with Lessee's specifications, is in good working order and is fully operational and has been fully accepted by Lessee on or before the date indicated below: 2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with Article VII of the Agreement; (b) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of payment thereof (evidence of official intent to reimburse such payment as required by the Code having been delivered separately by Lessee); and (c) financing statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment which is subject to certificate of title laws. 3. Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule attached to the Equipment Schedule. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments required to be paid under the Lease during the current fiscal Year of Lessee. Such moneys will be applied in payment of all such Rental Payments due and payable during such current fiscal Year. Lessee anticipates that sufficient funds shall be available to make all Rental Payments due in subsequent fiscal Years. 4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the payment by the Escrow Agent (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee in the event such invoice prices have been previously paid by Lessee. _ 5. Final Acceptance Certificate. This Acceptance Certificate constitutes final acceptance of all of the Equipment identified in the Equipment Schedule described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to the Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligations under the Lease. [CHECK BOX If APPLICABLE.] CITY OF OCOEE, FLORIDA, Lessee By: Name: Scott S. Vandergrift Title: Mayor Date: 2/10/2004:LES-BQ-ESRDOC/rev.5/00nessor Lease Number: 0638 Equipment Schedule: 005 PA VMF:NT SCHRom .R The Funding Date with respect to the above referenced Equipment Group shall be February 27, 2004. The Annual Interest Rate applicable to the Equipment Group shall be 2.39....%. Lessee will make Rental Payments each consisting of Principal and Interest as set forth below for a term of -1... years. The first Rental Payment is due on February 27, 2004 and subsequent payments are due quarterly on like date thereafter. Payment Payment Principal Interest Prepayment llak Amonnt Component Component ~ 02127/04 22,538.21 22,538.21 0.00 251,220.68 05127/04 22,538.21 21,108.65 1,429.56 229,056.60 08/27/04 22,538.21 21,234.77 1,303.44 206,760.09 11/27/04 22,538.21 21,361.65 1,176.56 184,330.36 02127/05 22,538.21 21,489.29 1,048.92 161,766.60 05127/05 22,538.21 21,617.68 920.53 139,068.04 08/27/05 22,538.21 21,746.85 791.36 116,233.85 11/27/05 22,538.21 21,876.79 661.42 93,263.22 02/27/06 22,538.21 22,007.50 530.71 70,155.34 OS/27/06 22,538.21 22,138.99 399.22 46,909.40 08/27/06 22,538.21 22,271.27 266.94 23,524.56 11/27/06 22,538.21 22,404.35 133.86 0.00 Totals 270,458.52 261,796.00 8,662.52 * After payment of Rental Payment due on such date. 2/1 O/2004:LES-BQ-ESRDOC/rev. 5/oonessor EXECUTION PAGE OF PAYMENT SCHEDULE ATTEST: Jean Grafton, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this _ day of , 2004. FOLEY & LARDNER By: City Attomey 2/10/2004:LES-BQ-ESRDOC/rev.5/00nessor APPROVED: CITY OF OCOEE, FLORIDA S. Scott Vandergrift, Mayor DATE: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON , 2004 UNDER AGENDA ITEM NO. - Lease Number: 0638 Equipment Schedule: 005 EXHIBIT B-1 [Escrow] Lease Number: 0638 Equipment Schedule: 005 TAX AGRF:RMF.NT ANO ARRTTRAGF: CF:RTTFJc:ATR This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by CITY OF OCOEE, FLORIDA ("Lessee") in favor of SUNTRUST LEASING CORPORATION ("Lessor") in connection with that certain Master Lease Agreement dated as of February 8, 2001 (the "Agreement"), by and between Lessor and Lessee. The terms capitalized herein but not defmed herein shall have the meanings assigned to them in the Agreement. Se("tion 1 Tn General. 1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the fmancing 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 $261,796.00 (the "Principal Amount") toward the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing Documents, a copy of which has been delivered to Lessor. 1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment Schedule. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by SunTrust Bank, as escrow agent (the "Escrow Agent") pending acquisition of the Equipment under the terms of that certain Escrow Agreement dated as of February 27, 2004, (the "Escrow Agreement"), by and between Lessor and Escrow Agent. 1.4. Lessee will timely file for each payment schedule issued under the Lease a Form 8038-G (or, if the invoice price of the Equipment under such schedule is less than $100,000, a Form 8038-GC) relating to such Lease with the Internal Revenue Service in accordance with Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code"). 1.5. 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" within the meaning of Section 265(b)(3) of the Code and agrees that it and its subordinate entities, ifany, will not designate more than $10,000,000 of their obligations as "qualified tax-exempt obligations" during the current calendar year. Set"tion 2 Non-Arhitrage Certifi("ations. 2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the payment of the Rental Payments due under the Financing Documents or pledged as security therefor. 2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of financing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially the same claim to be paid out of substantially the same source of funds as, the Financing Documents. 2.3. Other than the Principal Amount held under the Escrow Agreement, Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment. 2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the yield realized by Lessor from Rental Payments received under the Financing Documents. 2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the Equipment. 2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than the final Payment Date under the Financing Documents. Set"tion 3 Oishursement of Funrls; Reimhursement to T .essee. 3.1. It is contemplated that the entire Principal Amount deposited in escrow will be used to pay the acquisition cost of Equipment to the vendors or manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied. 3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following 2/IO/2004:LES-BQ-ESRDOC/rev.5/00nessor 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 will be made by a written allocation before the later of eighteen (18) months after the expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly chargeable to a capital account under general federal income tax principles; and (d) Lessee will use any reimbursement payment for general operating expenses and not in a marmer 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. Se("tion 4 Use anrl Tnvestment of Funrls; Temporary Periorl. 4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to pay an amount equal to at least five percent (5%) of the Principal Amount toward the costs of the Equipment. An obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of fmal acceptance of the Equipment. 4.2. An amount equal to at least eighty-five percent (85%) ofthe Principal Amount will be expended to pay the cost of the Equipment by the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of four (4) years or more. 4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the Escrow Agreement to the Intemal Revenue Service if required by, and in accordance with, Section 148(t) of the Code, and make the armual 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 October 4, 2004. (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(t) of the Code lll1kss (i) the entire Principal Amount is expended on the Equipment by the date that is the six- month armiversary 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%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing Documents; and one hundred percent (100%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment prior to eighteen (18) months from the date of issuance of the Financing Documents. (c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond" under Section 141 of the Code; (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of Lessee; and (iv) the aggregate principal amount of all tax-exempt obligations (including the Lease) issued by Lessee and its subordinate entities, if any, during the current calendar year is not reasonably expected to exceed $5,000,000. Accordingly, the rebate requirements of Section 148( t) of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above. Se("tion ~ Rs("row A("("OImt. The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or manufacturer(s) of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents being treated as an "arbitrage bond" within the meaning of Section 148( a) of the Internal Revenue Code of 1986, as amended (the "Code"), respectively. Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment. Se("tion 6 No Private Tlsej No Consnmer T .oan. 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% ofthe Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent (10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use. In addition, ifboth (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 exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use Portion 211 O/2004:LES-BQ-ESRDOC/rev.5/00nessor is related. For purposes of this paragraph 6.1, "Private Business Use" means use of bond proceeds or bond financed-property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public. 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. Se("tion 7 No Ferleral Guarantee. 7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or instrumentality thereof. 7.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Section R Mis("ellaneous. 8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings thereon for a period offive (5) years after payment in full under the Financing Documents. 8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would materially change the expectations expressed herein. IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of February 27,2004. APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Jean Grafton, City Clerk S. Scott Vandergrift, Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this _ day of , 2004. APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON , 2004 UNDER AGENDA ITEM NO._ FOLEY & LARDNER By: City Attorney 2/10/2004:LES-BQ-ESRDOC/rev.5/0Messor EXHIBIT C-l [Escrow] Lease Number: 0638 Equipment Schedule: 005 RRSOT .lJTTON OF GOVERNTNG BOny At a duly called meeting of the governing body of Lessee held in accordance with all applicable legal requirements, including open meeting laws, on the _ day of , -' the following resolution was introduced and adopted: RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE AGREEMENT, EQUIPMENT SCHEDULE NO.005, AN ESCROW AGREEMENT, AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the governing body of CITY OF OCOEE, FLORIDA ("Lessee") desires to obtain certain equipment (the "Equipment") described in Equipment Schedule No.005 to the Master Lease Agreement (collectively, the "Lease") with SUNTRUST LEASING CORPORATION, the form of which has been available for review by the governing body of Lessee prior to this meeting; and WHEREAS, the Equipment is essential for the Lessee to perform its governmental functions; and WHEREAS, the funds made available under the Lease will be deposited with SunTrust Bank (the "Escrow Agent") pursuant to an Escrow Agreement between Lessee and the Escrow Agent (the "Escrow Agreement") and will be applied to the acquisition of the Equipment in accordance with said Escrow Agreement; and WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and WHEREAS, Lessee proposes to enter into the Lease with SUNTRUST LEASING CORPORATION and the Escrow Agreement with the Escrow Agent substantially in the forms presented to this meeting. NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF LESSEE AS FOLLOWS: Section 1. It is hereby found and determined that the terms of the Lease and the Escrow Agreement (collectively, the "Financing Documents") in the forms presented to this meeting and incorporated in this resolution are in the best interests of Lessee for the acquisition of the Equipment. Section 2, The Financing Documents and the acquisition and fmancing of the Equipment under the terms and conditions as described in the Financing Documents are hereby approved. The Ml1Yor of Lessee and any other officer of Lessee who shall have power to execute contracts on behalf of Lessee be, and each of them hereby is, authorized to execute, acknowledge and deliver the Financing Documents with any changes, insertions and omissions therein as may be approved by the officers who execute the Financing Documents, such approval to be conclusively evidenced by such execution and delivery of the Financing Documents. The City c:terk ofthe Lessee and any other officer of Lessee who shall have power to do so be, and each of them hereby is, authorized to affIx the official seal of Lessee to the Financing Documents and attest the same. Section '1. The proper officers of Lessee be, and each of them hereby is, authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary or proper for carrying out this resolution and the Financing Documents. Section 4, Pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code"), Lessee hereby specifically designates the Lease as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code. 2/1 O/2004:LES-BQ-ESRDOC/rev. 5/0Messor The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and further certifies that the Lease and Escrow Agreement executed on behalf of Lessee are the same as presented at such meeting of the governing body of Lessee, excepting only such changes, insertions and omissions as shall have been approved by the officers who executed the same. Date: APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Jean Grafton, City Clerk S. Scott Vandergrift, Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this _ day of , 2004. APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON , 2004 UNDER AGENDA ITEM NO._ FOLEY & LARDNER By: City Attorney 2/1 0I2004:LES-BQ-ESRDOC/rev. 5/0Messor EXHIBIT D Lease No.: 0638 Equipment Schedule: 005 TNCTJMRRNCV CRRTTFJc:A TR 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 are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii) such officers have the authority on behalf of such entity to enter into that certain Master Lease Agreement dated as of February 8, 2001 between such entity and SUNTRUST LEASING CORPORATION. NAME IIILE SIGNA Tl JRE Scott S Vanrlererift Mayor IN WITNESS WHEREOF, I have duly executed this certificate as of this _ day of By: Name: Jean Grafton Title: City Clerk FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this _ day of , 2004. APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON , 2004 UNDER AGENDA ITEM NO. - FOLEY & LARDNER By: City Attorney 2/10/2004 :LES-BQ-ESRDOC/rev.5/00nessor EXHIBIT E [LETTERHEAD OF LESSEE'S COUNSEL] [DATE OF LEASE] SUNTRUST LEASING CORPORATION 29 W. Susqueharma Avenue 2Suite 400 Tovvson,MD 21204 Re: Master Lease Agreement dated as of February 8, 2001 (the "Agreement") by and between SUNTRUST LEASING CORPORATION ("Lessor") and CITY OF OCOEE, FLORIDA ("Lessee") Ladies and Gentlemen: We have acted as counsel to Lessee with respect to the Agreement described above and various related matters, and in this capacity have reviewed a duplicate original or certified copy thereof and Equipment Schedule No.005 executed pursuant thereto (together with the Agreement, the "Lease"). The terms capitalized in this opinion but not defined herein shall have the meanings assigned to them in the Lease. Based upon the examination of these and such other documents as we have deemed relevant, it is our opinion that: 1. Lessee is a political subdivision of the State of Florida (the "State") within the meaning of Section 1 03( c) of the Intemal Revenue Code of 1986, as amended, and is duly organized, existing and operating under the Constitution and laws of the State. 2. Lessee is authorized and has the power under applicable law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Lease has been duly authorized, executed and delivered by and on behalf of Lessee, and is a legal, valid and binding obligation of Lessee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. 4. The authorization and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable open meeting, public records, public bidding and all other laws, rules and regulations ofthe State. 5. The execution of the Lease and the appropriation of moneys to pay the Rental Payments coming due thereunder do not and will not result in the violation of any constitutional, statutory or other limitation relating to the marmer, form or amount of indebtedness which may be incurred by Lessee. 6. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body that challenges the organization or existence of Lessee, the authority of Lessee or its officers or its employees to enter into the Lease, the proper authorization and/or execution ofthe Lease or the documents contemplated thereby, the appropriation of moneys to make Rental Payments under the Lease for the current Fiscal Year of Lessee, or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. To the best of our knowledge, no such litigation, action, suit or proceeding is threatened. 7. The Equipment is personal property, and when used by Lessee will not be or become fixtures under the laws of the State. 8. Resolution No. of the governing body of Lessee was duly and validly adopted by such governing body on , -----' and such resolution has not been amended, modified, supplemented or repealed and remains in full force and effect. This opinion may be relied upon by the addressee hereof and its successors and assignees of interests in the Lease, but only with regard to matters specifically set forth herein. Very truly yours, (type name and title under signature) 2/1 0/2004:LES.BQ-ESRDOC/rev. 5/oonessor EXHIBIT F Lease No.: Shown on Schedule I Equipment Schedule: Shown on Schedule I SUNTRUST LEASING CORPORATION ESCROW AGREEMENT This ESCROW AGREEMENT, made and entered into as of the Date shown on Schedule I, by and among SUNTRUST LEASING CORPORATION, a Virginia corporation ("Lessor"), the Lessee named on Schedule I, which is a political subdivision or public body politic and corporate of the State or Commonwealth shown on Schedule I ("Lessee"), and SUNTRUST BANK, a Georgia banking corporation, as Escrow Agent ("Escrow Agent"). In consideration of the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I. DEFINITIONS AND RECITALS Se("tion 1 1 nefinitions The terms defined in this Section 1.1 shall, for all purposes of this Escrow Agreement, have the meanings specified below or on Schedule 1. "Acquisition Costs" means, with respect to the Equipment, the contract price paid or to be paid to the person entitled to such payment 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 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 Fee" has the meaning set forth in Section 6.1 and the amount of such Escrow Agent Fee is shown on Schedule 1. "Escrow Agreement" means this Escrow Agreement and any duly authorized and executed amendment or supplement hereto. "Initial Deposit Amount" means the amount shown as the Initial Deposit Amount on Schedule 1. "Lease" means the Master Lease, together with the Equipment Schedule identified on Schedule I, by and between Lessee and Lessor, and any duly authorized and executed amendment or supplement thereto. "Master Lease" means the Master Lease Agreement, dated as of the date shown on Schedule I, by and between Lessee and Lessor, including any Equipment Schedules entered into thereunder and any duly authorized and executed amendment or supplement 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 the STI Classic US Treasury Money Market Fund. By signing this Escrow Agreement, Lessee acknowledges that such Qualified Investment is a permitted investment under any state, county or municipal law applicable to the investment of Lessee's funds. ARTICLE II. APPOINTMENT OF ESCROW AGENT; AUTHORITY Section 2.1. Appointment of Rscrow A~nt. 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 to perform certain other functions, all as hereinafter 2/1 0/2004:LES-BQ-ESRDOC/rev. 5/oonessor provided. By executing and delivering this Escrow Agreement, Escrow Agent accepts the duties and obligations of Escrow Agent hereunder. Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and no additional duties or obligations shall be implied hereunder. In performing its duties under this Escrow Agreement, or upon the claimed failure to perform any of its duties hereunder, Escrow Agent shall not be liable to anyone for any damages, losses or expenses which may be incurred as a result of Escrow Agent so acting or failing to so act; provided, however, Escrow Agent shall not be relieved from liability for damages arising out of its proven gross negligence or willful misconduct under this Escrow Agreement. Escrow Agent shall in no event incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of legal counsel, which may be counsel to any party hereto, given with respect to any question relating to the duties and responsibilities of Escrow Agent hereunder or (ii) any action taken or omitted to be taken in reliance upon any instrument delivered to Escrow Agent and believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall not be bound in any way by any agreement or contract between Lessor and Lessee, including the Master Lease, whether or not Escrow Agent has knowledge of any such agreement or contract. Se("tion 22 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 representatives whose signatures are affixed hereto. ARTICLE III. EQUIPMENT ACQUISITION FUND Sedion 3 1 F:qJlipment A("qJlisition Funrl Escrow Agent shall establish a special escrow account designated as the "Equipment Acquisition Fund" (the "Equipment Acquisition Fund"), shall keep such Equipment Acquisition Fund separate and apart from all other funds and moneys held by it and shall administer such Equipment Acquisition Fund as provided in this Escrow Agreement. Se("tion 3 2 neposit. 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 Escrow Agent an amount equal to the Initial Deposit Amount. Escrow Agent shall credit such amount to the Equipment Acquisition Fund. The Initial Deposit Amount is to be sent by Lessor to Escrow Agent by wire transfer to: SunTrust Bank, Atlanta, Georgia, ABA# 0610000104, Account# 9088000265, Account Name: Corporate Trust Orlando, Beneficiary as shown on Schedule I, Attention: Escrow Administration (407)237-5131. Se("tion 3 3 nishursements. Escrow Agent shall use the moneys in the Equipment Acquisition Fund from time to time to pay the Acquisition Cost of each item of Equipment, within a reasonable time of receipt with respect thereto of a Payment Request Form executed by Lessor and Lessee. Upon receipt of a Payment Request Form executed by Lessor and Lessee, an amount equal to the Acquisition Cost as shown therein shall be paid directly by Escrow Agent to the person or entity entitled to payment as specified therein. Although the Payment Request Form may have schedules, invoices and other supporting documentS attached to it, Lessor will send to Escrow Agent only the page or pages showing the signatures of Lessor and Lessee, the Acquisition Cost and related payment information, without such schedules, invoices or other supporting documentation. Escrow Agent may act and rely upon the signed Payment Request Form without the need to review or verify any such schedules, invoices or other supporting documentation. Se("tion 34 Transfers TJpon 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 the Ending Date shown on Schedule 1, Escrow Agent shall pay upon written direction all remaining moneys in the Equipment Acquisition Fund to Lessor or its assignee for application as a prepayment of the unpaid Principal under the related Lease. Any amounts paid pursuant to this Section 3.4 shall be subject to a prepayment fee equal to two percent (2%) of such amount. Lessor shall apply amounts received under this Section 3.4 first to unpaid fees, late charges and collection costs, if any, which have accrued or been incurred under the Master Lease, then to overdue Principal and Interest on the Lease and then, in the sole discretion of Lessor, either (i) to Principal payments thereafter due under the Lease in the inverse order of their maturities or (ii) proportionately to each Principal payment thereafter due under the Lease. In the event that Lessor elects to apply any such amounts in accordance with clause (i) of the preceding sentence, Lessee shall continue to make Rental Payments as scheduled in the applicable Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause (ii) of this Section 3.4, Lessor shall provide Lessee with a revised Payment Schedule which shall reflect the revised Principal balance and reduced Rental Payments due under the Lease. Capitalized terms used in this Section 3.4, but not defined herein, shall have the meanings given to such terms in the Lease. Escrow Agent shall have no responsibility to see to the appropriate application of any moneys returned under this Section 3.4. Sedion 3 5 T .iqJlirlation. Upon receipt of written notice from Lessor or Lessee that the Lease has been terminated pursuant to Sections 3.2 or 12.2 thereof, 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. 2/1 0/2004:LES-BQ-ESRDOC/rev. 5/00nessor ARTICLE IV. TRUST; INVESTMENT Sedion 4 1 Trrevo("ahle Tmst. The moneys and investments held by Escrow Agent under this Escrow Agreement are irrevocably held in trust for the benefit of Lessor and Lessee, and such moneys, together with any income or interest earned, shall be expended only as provided in this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either Lessor or Lessee (other than Lessor's security interest granted hereunder). Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Equipment Acquisition Fund or any part of the Equipment Acquisition Fund or to file any financing statement under the Uniform Commercial Code of any jurisdiction with respect to the Equipment Acquisition Fund or any part thereof. Set"tion 42 Tnvestment Moneys held by Escrow Agent hereunder shall be invested and reinvested by Escrow Agent only in Qualified Investments. Such investments shall be registered in the name of Escrow Agent and held by Escrow Agent for the benefit of Lessor and Lessee. Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Article IV. 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 and any loss on such investments shall be charged to the Equipment Acquisition Fund. 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 IV. Se("tion 43 Disposition of Tnvestments. Escrow Agent shall, without further direction from Lessor or Lessee, sell such investments as and when required to make any payment from the Equipment Acquisition Fund. Se("tion 4 4 A("("onntint';. Escrow Agent shall keep complete and accurate records of all moneys received and disbursed under this Escrow Agreement which shall be available for inspection by Lessor or Lessee, or the agent of either of them, at any time during regular business hours upon prior written request. Escrow Agent shall furnish to Lessor and Lessee no less than quarterly an accounting of all investments and interest and income therefrom. Sedion 4!\ Termination. This Escrow Agreement shall terminate upon disbursement by Escrow Agent of all moneys held by it hereunder. Notwithstanding the foregoing, this Escrow Agreement shall not be considered to be terminated until all fees, costs and expenses of Escrow Agent have been paid in full. Upon termination, Escrow Agent shall be discharged from all duties and responsibilities under this Escrow Agreement. ARTICLE V. ESCROW AGENT'S AUTHORITY; INDEMNIFICATION Sedion !\ 1 Valirlity. 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 Escrow Agent shall be under no duty to make any investigation or inquiry as to any of the foregoing. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, marmer and execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person executing the same. Escrow Agent shall be entitled to rely upon any statement, certificate, document or instrument presented to it by or on behalf of Lessee by any of the Lessee's Authorized Representatives shown on Schedule I and shall be entitled to rely upon any such statement, certificate, document or instrument presented to it by any other person who identifies himself or herself as an authorized representative of Lessee. Se("tion !\ 2 TJse of Counsel anrl Ar,ents. Escrow Agent may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attomeys, agents, or receivers. Escrow Agent shall be entitled to advice of counsel conceming all matters of trust and its duties hereunder and shall be paid or reimbursed the reasonable fees and expenses of such counsel, as provided in Section 6.1. Escrow Agent shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care. Sedion !\ 3 Tnterpretation. As an additional consideration for and as an inducement for Escrow Agent to act hereunder, it is understood and agreed that, in the event of any disagreement between the parties to this Escrow Agreement or among them or any other persons resulting in adverse claims and demands being made in connection with or for any money or other property involved in 2/10/2004:LES-BQ-ESRDOC/rev.5/00nessor or affected by this Escrow Agreement, Escrow Agent shall be entitled, at the option of Escrow Agent, to refuse to comply with the demands of such parties, or any of such parties, so long as such disagreement shall continue. In such event, Escrow Agent shall make no delivery or other disposition of the Equipment Acquisition Fund or any part of the Equipment Acquisition Fund. Anything herein to the contrary notwithstanding, Escrow Agent shall not be or become liable to such parties or any of them for the failure of Escrow Agent to comply with the conflicting or adverse demands of such parties or any of such parties. Escrow Agent shall be entitled to continue to refrain and refuse to deliver or otherwise dispose of the Equipment Acquisition Fund or any part thereof or to otherwise act hereunder, as stated above, unless and until: 1. the rights of such parties have been finally settled by binding arbitration or duly adjudicated in a court having jurisdiction of the parties and the Equipment Acquisition Fund; or 2. the parties have reached an agreement resolving their differences and have notified Escrow Agent in writing of such agreement and have provided Escrow Agent with indemnity satisfactory to Escrow Agent against any liability, claims or damages resulting from compliance by Escrow Agent with such agreement. In the event of a disagreement between such parties as described above, Escrow Agent shall have the right, in addition to the rights described above and at the option of Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all money and property comprising the Equipment Acquisition Fund and may take such other legal action as may be appropriate or necessary, in the opinion of Escrow Agent. Upon such tender, the parties hereto agree that Escrow Agent shall be discharged from all further duties and responsibilities under this Escrow Agreement; provided, however, that the filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing and discharge of Escrow Agent of its duties and responsibilities hereunder. The parties hereto jointly and severally agree that, whether under this Section 5.3 or any other provisions of this Escrow Agreement, in the event any controversy arises under or in connection with this Escrow Agreement or the Equipment Acquisition Fund or in the event that Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Equipment Acquisition Fund, to pay to Escrow Agent reasonable additional compensation for its extraordinary services and to reimburse Escrow Agent for all costs and expenses associated with such controversy or litigation, including reasonable attorney's fees. Sedion 5.4. T .imiterl T .iahility of F:s("row A~ent. 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 proven gross negligence or willful misconduct. Escrow Agent shall have no obligation or liability to any of the other parties under this Escrow Agreement for the failure or refusal of any other party to perform any covenant or agreement made by such party hereunder or under the Master Lease, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Escrow Agent hereunder. Se("tion 55 Tnrlemnifi("ation. Escrow Agent shall have no obligation to take any legal action in connection with this Escrow Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which would or might involve it in any cost, expense, loss or liability unless security and indemnity, as provided in this Section 5.5, shall be furnished. To the extent permitted by applicable law, Lessee agrees to indemnify Escrow Agent and it officers, directors, employees and agents and save Escrow Agent and its officers, directors, employees and agents harmless from and against any and all Claims (as hereinafter defined) and Losses (as hereinafter defined) which may be incurred by Escrow Agent or any of such officers, directors, employees or agents as a result of Claims asserted against Escrow Agent or any of such officers, directors, employees or agents as a result of or in connection with Escrow Agent's capacity as such under this Escrow Agreement by any person or entity. For the purposes hereof, the term "Claims" shall mean all claims, lawsuits, causes of action or other legal actions and proceedings of whatever nature brought against (whether by way of direct action, counterclaim, cross action or impleader) Escrow Agent or any such officer, director, employee or agent, even if groundless, false or fraudulent, so long as the claim, lawsuit, cause of action or other legal action or proceeding is alleged or determined, directly or indirectly, to arise out of, result from, relate to or be based upon, in whole or in part: (a) the acts or omissions of Lessor or Lessee, (b) the appointment of Escrow Agent as escrow agent under this Escrow Agreement, or (c) the performance by Escrow Agent of its powers and duties under this Escrow Agreement; and the term "Losses" shall mean losses, costs, damages, expenses, judgments and liabilities of whatever nature (including but not limited to attorneys', accountants' and other professionals' fees, litigation and court costs and expenses and amounts paid in settlement), directly or indirectly resulting from, arising out of or relating to one or more Claims. Upon the written request of Escrow Agent or any such officer, director, employee or agent (each referred to hereinafter as an "Indemnified Party"), and to the extent permitted by law, Lessee agrees to assume the investigation and defense of any Claim, including the employment of counsel acceptable to the applicable Indemnified Party and the payment of all expenses related thereto and, notwithstanding any such assumption, the Indemnified Party shall have the right, and 211 0/2004:LES-BQ-ESRDOC/rev .5/00nessor Lessee agrees to pay the cost and expense thereof, to employ separate counsel with respect to any such Claim and participate in the investigation and defense thereof in the event that such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party which are different from or additional to those available to either Lessor or Lessee. Lessee hereby agrees that the indemnifications and protections afforded Escrow Agent in this Section 5.5 shall survive the termination of this Escrow Agreement. ARTICLE VI. COMPENSATION Se("tion 61 F,s{"row A~ent Fee. Escrow Agent shall be paid by Lessee the Escrow Agent Fee shown on Schedule I for the ordinary services to be rendered hereunder (the "Escrow Agent Fee"), and will be paid and/or reimbursed by Lessee upon request for all costs, expenses, disbursements and advances, such as reasonable attorney's fees and court costs, incurred or made by Escrow Agent in connection with carrying out its duties hereunder, including the costs, expenses, disbursements and advances described in Sections 5.2, 5.3 and 6.2. The Escrow Agent Fee and such other costs, expenses, disbursements and advances shall be payable from the interest earnings from the Equipment Acquisition Fund. In the event a shortfall occurs, said shortfall shall be the responsibility of Lessee and not the responsibility of Escrow Agent, Lessor, or their agents or assigns. Such shortfall shall be paid by Lessee to Escrow Agent within 30 days following receipt by Lessee of a written statement setting forth such shortfall. Se("tion 62 Tnvestment Fees. 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 Escrow Agent to periodically deduct the Investment Fees from investment earnings on the Equipment Acquisition Fund. Sedion 63 Se("urity for Fees anrl Rl:penses. To the extent permitted by law, as security for all fees and expenses of Escrow Agent hereunder and any and all losses, claims, damages, liabilities and expenses incurred by Escrow Agent in connection with its acceptance of appointment hereunder or with the performance of its obligations under this Escrow Agreement and to secure the obligation of Lessee to indemnify Escrow Agent as set forth in Section 5.5, Escrow Agent is hereby granted a security interest in and a lien upon the Equipment Acquisition Fund, which security interest and lien shall be prior to all other security interests, liens or claims against the Equipment Acquisition Fund or any part thereof. ARTICLE VII. CHANGE OF ESCROW AGENT Se("tion 71 Removal ofF,s("row Af,'ent. Lessor and Lessee, by written agreement, may by written request, at any time and for any reason, remove Escrow Agent and any successor thereto, and shall thereupon appoint a successor or successors thereto, but any such successor shall have capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and be subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least armually, 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. Se("tion 72 ResigJIation of F:s{"row A~nt Escrow Agent may resign at any time from it obligations under this Escrow Agreement by providing written notice to the parties hereto. Such resignation shall be effective on the date set forth in such written notice which shall be no earlier than 30 days after such written notice has been given, unless an earlier resignation date and the appointment of a successor Escrow Agent shall have been approved by Lessor and Lessee. In the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective, Escrow Agent shall be entitled to tender into the custody of a court of competent jurisdiction all assets then held by it hereunder and shall thereupon be relieved of all further duties and obligations under this Escrow Agreement. Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. Sedion 7 3 Merger or Consolirlation. Any entity into which Escrow Agent may be merged or converted, or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which it shall be a party, or any company to which Escrow Agent may sell or transfer all or substantially all of its corporate trust business (provided that such company shall be eligible under Section 7.1) shall be the successor to Escrow Agent without any execution or filing or further act. ARTICLE VIII. ADMINISTRATIVE PROVISIONS. Se("tion R 1 Noti("e. All written notices to be given under this Escrow Agreement shall be given by mail, by facsimile or by overnight courier to the party entitled thereto at its contact information specified on Schedule I, or at such contact information 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 or facsimile number specified in Schedule 1. Any notice given by any party shall be given to both other parties. 2/1 0!2004:LES-BQ-ESRDOC/rev. 5/00nessor Set"tion R 2 AssigJIment. Except as expressly herein provided to the contrary, the rights and duties of each of the parties under this Escrow Agreement shall not be assignable to any person or entity without the written consent of all of the other parties. Notwithstanding the above, Lessor may freely assign all or any part of its interest in this Escrow Agreement and the Equipment Acquisition Fund in connection with an assignment by Lessor of its rights under the Lease. Se("tion R 3 Binrling F,tTet"t. This Escrow Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Set"tion R 4 Severahility. 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. Sedion R 5 F,ntire Av-eement; Amenrlments. 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. By execution of this Escrow Agreement, Escrow Agent shall not be deemed or considered to be a party to any other document, including the Master Lease. This Escrow Agreement may be amended, supplemented or modified only by written documents duly authorized, executed and delivered by each of the parties hereto. Se("tion R 6 Captions. The captions or headings in this Escrow 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. Sedion R 7 Further Assuran("es anrl Corredive Tnstruments. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be necessary or proper to carry out the intention or to facilitate the performance of the parties under this Escrow Agreement, and for better assuring and confirming the rights and benefits provided herein. Sp("tion R R Governing T ,aw. This Escrow Agreement shall be construed and governed in accordance with the laws of the Commonwealth of Virginia. Sedion R 9 F,xe("ution in Counteq>arts. This Escrow Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same Escrow Agreement. Se("tion R 10 Waiver of .Jury Trial. Lessor, Lessee and 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. Sedion R 11. No Tax Reporting. Escrow Agent will not be responsible for tax reporting of any income on the Equipment Acquisition Fund. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 2/1 0!2004:LES-BQ-ESRDOC/rev. 5/00nessor EXECUTION PAGE OF ESCROW AGREEMENT IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the Date of Escrow Agreement shown on Schedule 1. SUNTRUST BANK Escrow Agent SUNTRUST LEASING CORPORATION, Lessor By Name: Susan Tinsley Title: Trust Officer By Name: Michael J. Powers Title: Secretary APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Jean Grafton, City Clerk S. Scott Vandergrift, Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this _ day of , 2004. APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD C>N ,2004 UNDER AGENDA ITEM NO._ FOLEY & LARDNER By: City Attorney Schedule I Exhibit A Information to Complete Escrow Agreement Payment Request Form 2/1 0/2004:LES-BQ-ESRDOC/rev. 5/00nessor SCHEDULE I Lease Number: INFORMATION TO COMPLETE ESCROW AGREEMENT Equipment Schedule: Date of Escrow Agreement: Name of Lessee: Lessee's State / Commonwealth: Escrow Agent Fee: Initial Deposit Amount: Date of Master Lease Agreement: Beneficiary Name for Fund: Ending Date: Lessee's Address: Attention: Lessee's Telephone: Lessee's Facsimile: Lessee's Taxpayer Identification Number: Lessee's Authorized Representatives Escrow Agent's Address: Escrow Agent's Telephone: Escrow Agent's Facsimile: Lessor's Address: Lessor's Telephone: Lessor's Facsimile: Lessor's Taxpayer Identification Number: 2/1 0/2004:LES-BQ-ESRDOC/rev. 5/00nessor l1618. ..Qfli February 27, 2004 rity ofOcoee Florida Bm:ida $500.00 $261,796.00 07./OR/O 1 City of Ocoee, Florida Octoher 4, 7.004 1:'i0 N T .akeshore Drive Ocoee FJ, 147{) 1 , Joyce Tolhert 407/90:'5-1100 407/ [name/title] [name/title] SunTrust Bank, Corporate Trust Division 225 E. Robinson Street Suite 250 Orlando, FL 3280 I Attention: Susan Tinsley (407)237-5131 (407)237-5299 SunTrust Leasing Corporation 29 W. Susquehanna Avenue, Suite 400 Towson, Maryland 21204 Attention: Michael J. Powers (410) 307-6644 (410) 307-6702 [signature] [ signature] Lease Number: 0638 Equipment Schedule: 005 RXHTRTT A PAYMENT REQUEST FORM NO. SunTrust Bank, as Escrow Agent under an Escrow Agreement dated as of February 27, 2004 (the "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. ~ Amount F,quipment The Lessee hereby certifies that: 1. Attached hereto is a duplicate original or certified copy of the following documents relating to the order, delivery and acceptance of the Equipment described in this Payment Request Form: (a) a manufacturer's or dealer's invoice; and (b) unless this Payment Request Form relates to partial payment of a Vendor in connection with a purchase order approved by Lessor, Lessee's Acceptance Certificate relating to the Equipment. 2. The representations and warranties contained in the Lease are true and correct as of the date hereof. 3. No Non-Appropriation or Event of Default, or event which with the giving of notice or passage oftime or both would constitute an Event of Default, has occurred. Dated: ,20_. CITY OF OCOEE, FLORIDA, Lessee SUNTRUST LEASING CORPORATION, Lessor By: Name: Scott S. Vandergrift Title: Mayor Date: By: Name: Cathy Estella Oechsler Title: Assistant Vice President Date: 2/1 0/2004:LES-BQ-ESRDOC/rev. 5/0Messor EXHIBITG-l Lease No.: 0638 Equipment Schedule: 005 DATE: TO: Insurance Agent Name & Address Phone Number and Fax Number Gentlemen: CITY OF OCOEE, FLORIDA has entered into a Master Lease Agreement dated as of February 8, 2001 with SUNTRUST LEASING CORPORATION. In accordance with the Agreement, Lessee certifies that it has instructed the insurance agent named above to issue: a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming SUNTRUST LEASING CORPORATION and/or its assigns as Loss Payee. The Coverage Required is $519,812.84. 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: Liability - Bodily Injury: Liability - Property Damage: $ 500,000.00 per person $1,000,000.00 aggregate $1,000,000.00 property damage liability PROPERTY: LOCATION: SEE ATTACHED LIST OF EQUIPMENT 150 N. Lakeshore Drive Ocoee, FL 34761 Upon issuance of the coverage outlined above, please mail a certificate of insurance to SUNTRUST LEASING CORPORATION, 29 W. Susquehanna Avenue; Suite 400; Towson, MD 21204. Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated. Very truly yours, APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Jean Grafton, City Clerk S. Scott Vandergrift, Mayor (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this _ day of , 2004. DATE: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON ,2004 UNDER AGENDA ITEM NO. - FOLEY & LARDNER By: City Attomey 2/1 0/2004:LES-BQ-ESRDOC/rev. 5/0Messor EXHIBIT G-2 Lease Number: 0638 Equipment Schedule: 005 QUESTIONNAIRE FOR SELF-INSURANCE TO MASTER LEASE AGREEMENT In connection with the Master Lease Agreement (the "Agreement"), dated as of February 8,2001, made and entered into by and between SUNTRUST LEASING CORPORATION, as Lessor (the "Lessor"), and the lessee identified below, as Lessee (the "Lessee"), Lessee warrants and represents to Lessor the following information. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. 1. Property Insurance. a. Lessee is self-insured for damage or destruction to the Equipment. YES NO (circle one) If yes, the dollar amount limit for property damage to the Equipment under the Lessee's self-insurance program is $ b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for property damage to the Equipment as indicated above. YES NO (circle one) If yes, the umbrella policy provides coverage for all risk property damage. YES NO (circle one) If yes, the dollar limit for property damage to the Equipment under such umbrella policy is $ ? T.iahilit)! Insurance. a. Lessee is self-insured for liability for injury or death of any person or damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes, the dollar limit for such liability claims under the Lessee's self-insurance program is $ b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for liability including injury or death of persons or damage to property as indicated above. YES NO (circle one) If yes, the umbrella policy provides coverage for liabilities for injury and death to persons as well as damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes, the dollar amount of the umbrella policy's limits for such liability coverage is $ 1A Selflmurance Fund. a. Lessee maintains a self-insurance fund. YES NO (circle one) If yes, please complete the following: Monies in the self-insurance fund are subject to annual appropriation. YES NO (circle one) The total amount maintained in the self-insurance fund to cover Lessee's self-insurance liabilities is $ b. Amounts paid from the Lessee's self-insurance fund are subject to limitations for each claim. YES NO (circle one) If yes, the dollar amount oflimit per claim is $ 211 0/2004:LES-BQ-ESRDOC/rev.5/00nessor 1R Nn Sf'V Tmurnnrf' Fund, a. If Lessee does not maintain a self-insurance fund, please complete the following: Lessee obtains funds to pay claims for which it has self-insured from the following sources: b. The limitations on the amounts payable for claims from the above sources are as follows: 4 A l1thnrity, a. The following entity or officer has authority to authorize payment for claim: b. In the event the entity or officer named in the prior response denies payment of a claim, does the claimant have recourse to another administrative officer, agency or the courts? YES NO (circle one) If yes, to whom does the claimant have recourse? ~ rf'rtijirntf'f qfTnfl1rnnrf', Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee. IN WITNESS WHEREOF, Lessee has caused this Questionnaire to be executed as a supplement to the representations of Lessee in the Agreement by its duly authorized officer. APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Jean Grafton, City Clerk S. Scott Vandergrift, Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this _ day of , 2004. APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON , 2004 UNDER AGENDA ITEM NO._ FOLEY & LARDNER By: City Attomey Attachment 2/1 0/2004:LES.BQ-ESRDOC/rev. 5/0Messor SUNTRUST LEASING CORPORATION ADDENDUM TO EQUIPMENT SCHEDULE NO.005 TO MASTER LEASE AGREEMENT (LEASE NO. 0638) RELATING TO SELF-INSURANCE THIS ADDENDUM is made as of February 27, 2004, between SUNTRUST LEASING CORPORATION (the "Lessor") and CITY OF OCOEE, FLORIDA (the "Lessee"). Recitals A. Lessor and Lessee have entered into a Master Lease Agreement dated as of February 8, 2001 (the "Agreement"). B. Lessee desires to lease equipment described in Equipment Schedule No.005 to the Agreement (the "Equipment") and Lessee has requested that Lessor lease such Equipment to Lessee. C. With respect to Equipment Schedule No.005, Lessee has requested that Lessor permit it to provide self-insurance for liability claims and property damage. D. Lessor is willing to grant Lessee's request subject to the following terms and conditions. NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and in the Agreement, it is hereby agreed as follows: 1. The terms capitalized in this Addendum but not defined herein shall have the meanings assigned to them in the Agreement. 2. Lessee hereby represents and warrants that all representations and warranties contained in the Agreement are true and correct as of the date hereof and that neither a Non-Appropriation nor any Event of Default or event which, with the passage of time or giving of notice or both, would constitute an Event of Default has occurred under the Agreement. 3. All other terms and conditions of the Agreement not specifically amended by this Addendum shall remain in full force and affect and are hereby ratified and confirmed by Lessee. 4. Lessee represents and warrants that all representations and warranties contained in the Questionnaire for Self- Insurance to Master Lease Agreement (the "Questionnaire") are true and correct as of the date hereof. 5. Lessor acknowledges receipt of the Questionnaire and, in reliance upon the information provided therein, agrees that Lessee may satisfy the requirements of Sections 7.1 through 7.3 of the Agreement with respect to Equipment Schedule No.005 through self- insurance. 6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No.005 to accept self-insurance in lieu of the insurance required by Section 7.1 through 7.3 of the Agreement at any time during the related Lease Term when Lessor deems itself insecure with respect to such self-insurance. Within thirty (30) days of receipt of notice from Lessor, Lessee agrees to obtain insurance in compliance with Section 7.1, 7.2 and 7.3 ofthe Agreement and provide evidence thereof to Lessor. IN WITNESS WHEREOF, the parties by their duly authorized officers have executed this Addendum as of the date and year first above written. 2/10/2004:LES-BQ-ESRDOC/rev.5/0Messor EXECUTION PAGE TO THE ADDENDUM TO EQUIPMENT SCHEDULE NO.005 TO MASTER LEASE AGREEMENT (LEASE NO. 0638) RELATING TO SELF-INSURANCE SUNTRUST LEASING CORPORATION, Lessor By: Name: Michael 1. Powers Title: Secretary Date: APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Jean Grafton, City Clerk S. Scott Vandergrift, Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this _ day of , 2004. APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON , 2004 UNDER AGENDA ITEM NO._ FOLEY & LARDNER By: City Attorney 2/1 0/2004:LES-BQ-ESRDOC/rev. 5/0Messor 7 Re ortin Issuer's name City of Ocoee, Florida Number and street (or P.O. box if mail is not delivered to street address) 150 N. Lakeshore Drive City. town. or post office. state. and ZIP code Ocoee, FL 34761 Name of issue Master Lease Agreement No. 0638 Schedule No. 05 Name and title of officer or legal representative "....horn the IRS may call for more information 10 Joyce Tolbert "fi e of Issue (check a o Education o Health and hospital D Transportation . . D Public safety. . . D Environment Oncluding sewage bonds) . o Housing . . . . . . . . . . . D Utilities . . . . . . . . . . . . . . D Other. Describe ~ Vehicles for use by the City If obligations are TANs or RANs. check box ~ D If obligations are BANs. check box ~ D If obli ations are in the form of a lease or installment sale. check box . . . . . . ~ III Oescri tion of Obli ations. Com lete for the entire issue for which this form is bein Infonnation Return for Tax-Exempt Governnental Obligations ~ Under Intemal Revenue Code section 149(e) ~ See separate Instructions. Caution: If the issue price is under $100,000, use Form 8038-GG. If Amended Return, check here ~ D 2 Issuer's employer identification number OMB No_ 1545-0720 Form 8038-G (Rev. November 2000) 3 Room/suite 4 Report number 3 01 5 6 Date of issue February 27, 2004 8 CUSIP number nla 9 Telephone number of officer or legal representatve ( 407 ) 905.3100 Iicable box(es) and enter the issue rice) See instructions and attach schedule 11 12 13 --...-........ ---..-.....-.--..--.....-- 14 15 16 17 18 261 ,796.00 11 12 13 14 15 16 17 18 19 20 (3) Final matLJ'ity date (b) Issue price Ie) Stated redemption price at maturity lei) Weighted . average maturity (e) Yield 261,796.00 3 underwriters' discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . 23 Issue price of entire issue (enter a mount from line 21, column (b)). . 261,796.00 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 25 Proceeds used for credit enhancement. . . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 21 Proceeds used to currently refund prior issues 27 28 Proceeds used to advance refund frior issues 28 29 Total (add lines 24 through 28). . . . . . . . . . . 30 Nonrefundin oceeds of the issue subtract line 29 from line 23 and enter amount here. . . 261,796.00 Oescri tion of Refunded Bonds (Com lete this art on for refund in bonds.) Enter the remaining weighted average maturity of the bonds to be currently refunded . .. years Enter the remaining weighted average maturity of the bonds to be advance refunded . ~ years Enter the last date on which the refunded bonds will be called. . . . . . .. . .. Enter the date s the refunded bonds were issued ~ Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(S) 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) b Enter the final maturity date of the guaranteed investment contract ~ 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~ D and enter the name of the issuer" and the date of the issue ~ 38 If the issuer has designated the issue under section 265(b)(3)(B)O)(1I1) (small issuer exception). check box ~ III 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate. check box . . . . . . . . . ~ 0 40 If the issuer has identified a he e, check box . . . . . . . . . . . . . . . . . . . . ~ D Under penalties of peUuI)'. I declare that I have examined this retum and accompanying schedoJes and statements, and to the best of my knowledge and belief. they are trUe. correct, and complete. ears 2.39 % 21 Sign Here ~ Signature of issuer's althorized representative Date ~ Scott S. Vandergrift, Mayor r Type or prirt name and title Cat. No. 637735 Form 8038-G (Rev. 11-2000) For Paperwork Reduction Act Notice, see page 2 of the Instructions. (i)