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EXHIBIT A - SCHEDULE OF PROPERTY NO 11075025 AND EXHIBIT C - FORM OF VALIDITY OPINION EXHIBIT A SCHEDULE OF PROPERTY NO 11075025 RE: Master Equipment Lease/Purchase Agreement entered into as of 12/3/01, ("Agreement"), between Dell Marketing, L.P, ("Lessor") and City of Clearwater, Florida ("Lessee"). All terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. The following items of Equipment are hereby included under this Schedule to the Agreement. Ninety five percent of the financin DESCRIPTION OF EOUlPMENT Ouantitv 61 61 DescriDtion Dell Optiplex Monitor Return of Eauioment. Provided that (i) Lessor has received full payment of all scheduled Rental Payments, (ii) Lessee is not otherwise in default under the Lease, and (iii) Lessee gives Lessor at least 60 days written notice, Lessee may, in its discretion, decide to return all, and no less than all, the Equipment to Lessor. If Lessee so chooses it shall arrange with Lessor a mutually agreeable day and time within 3 business days of said notice, whereby Lessor will pick up and return the Equipment at its own expense. Lessee, at its own expense, will assemble and stage the Equipment at a single location and at a pick up point near a loading dock or other specified shipping and receiving location. The pick up may not involve stairs or "long carries" as defined by the shipping company. Lessee will remain responsible for the Equipment to be in good order and repair, ordinary wear and tear excepted. The risk of loss and all costs and expenses incurred in connection with or as a result of returning the Equipment shall be the responsibility of Lessor. Lessee will be relieved from the responsibility of returning Equipment operation manuals and all CDs for all Equipment so long as, for each unique model, six copies are received. Extension of Lease. Provided that Lessor has received full payment of all scheduled Rental Payments, Lessee may decide to extend the Lease for a term and at a rental rate as may be. mutually agreed upon by Lessee and Lessor. If all the Equipment is not returned or purchased from Lessor pursuant to this Agreement, the term of the Lease shall be automatically extended for an additional Renewal Term on the same terms and at the same rental amount, as the then concluded lease term, pro rated on a monthly basis. Provided, however, Lessee may thereafter terminate the Lease upon 60 days prior written notice during any Renewal Term, provided no Event of Default exists and all the Equipment is returned to Lessor on or prior to the effective date of the termination. The language contained in this Exhibit A to the Master Equipment Lease/Purchase Agreement entered into as of 12/3/01 ("Agreement") between Dell Marketing, LLP ("Lessor") and City of Clearwater, Florida ("Lessee") supersedes any language contained in the Asset Disposition Agreement between said parties and the Additional Provisions to that Agreement. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Agreement are true and correct as though made on the Commencement Date of Rental Payments under this Schedule. The terms and provisions of the Agreement (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. Lessee agrees all items covered by proceeds of this schedule are capitalized assets. &5 Lesso~G.L.P. .Q1/ By ./ V ~ Name I I Seth Rudin !Jtt: ~., ~Vrogral\ . '~nager Date: ~ () Date: Form of Validity Opinion EXHIBIT C (To be put on Attorney's Letterhead) Dell Marketing L. P. One Dell Way Round Ro~k, TX 78762 Re: Schedule of Property No. 11075025, dated to Master Equipment Lease/Purchase Agreement dated as of December 03,2001 between Dell Marketing L. P., as Lessor, and City of Clearwater, Florida, as Lessee. Ladies and Gentlemen: As legal counsel to City of Clearwater, Florida, (the "Lessee"), I have examined (a) an executed counterpart of a certain Master Equipment LeaselPurchase Agreement, dated as of December 03, 200 I, and Exhibits thereto by and between Dell Marketing L. P. (the "Lessor") and City of Clearwater, Florida, (the "Agreement") and an executed counterpart of Schedule of Property No. 11075025, dated , by and between Lessor and Lessee (the "Schedule"), which, among other things, provides for the lease with option to purchase to the Lessee of certain property listed in the Schedule (the "Equipment"), (b) an executed counterpart ofthe ordinances or resolutions of Lessee which, among other things, authorize Lessee to execute the Agreement and the Schedule and (c) such other opinions, documents and matters oflaw as I have deemed necessary in connection with the following opinion. The Schedule and the terms and provisions of the Agreement incorporated therein by reference together with the Rental Payment Schedule attached to the Schedule are herein referred to collectively as the "Lease". In rendering this opinion, we have assumed without inquiry: (a) The authenticity ofall documents submitted to us as copies of the originals, and the conformity of such copies to the originals as they are finally executed and delivered by Lessee and Lessor; (b) That the Lease has been or will be duly authorized, executed and delivered by Lessor; (c) That the Lease constitutes valid, legal and binding obligations of Lessor enforceable against Lessor in accordance with its terms; and (d) That the Lease accurately describes and contains the mutual understandings of the parties, and that there are not oral or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any of the terms thereof. Based on the foregoing, I am of the following opinion: (I) Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, or has a substantial amount of one the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, or (c) police power; (2) The name of the lessee contained in the Lease is the correct legal name of the Lessee; (3) Lessee has the requisite power and authority to lease and acquire the Equipment with an option to purchase and to execute and deliver the Lease and to perform its obligations under the Lease; (4) The Lease has been duly authorized, approved, executed, and delivered by and on behalf of Lessee and the Lease is a legal, valid and binding obligation of Lessee enforceable in accordance with its terms, subject to (i) all applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium and other similar laws; (ii) the qualification that certain waivers, restrictions and remedies provided for in this Lease, including without limitation certain indemnification obligations, may be wholly or partially unenforceable under Florida law; and (iii) general principles of equity. (5) The authorization, approval, execution, and delivery ofthe Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state laws; and (6) To the best of my knowledge, there is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Lease or the security interest of Lessor or its assigns, as the case may be, in the Equipment thereunder. All of the opinions set forth above are also subject to the following qualifications, limitations and exceptions: (a) The opinions expressed herein are limited to matters governed by the laws of the State of Florida. No opinion is expressed regarding the laws of any other jurisdiction. (b) The opinions expressed herein are based upon the law in effect on the date hereof, and we assume no obligation to revise or supplement them if the law is changed by legislative action, judicial decision or otherwise. All capitalized terms herein shall have the same meanings as in the Lease unless otherwise provided hereip. Lessor, its successors and assigns, and any counsel rendering an opinion on the tax-exempt status of the interest components of the Rental Payments, are entitled to rely on this opinion. Printed Name Signature EXHIBIT A-1 RENTAL PAYMENT SCHEDULE 11075025 PAYMENT PAYMENT PURCHASE PMT# DATE AMOUNT INTEREST PRINCIPAL PRICE 11/1/03 $ 73,146.32 1 12/1/03 $ 25,849.91 $ 353.63 $ 25,496.28 $ 47,650.04 2 11/1/04 $ 25,849,91 $ 2,596.19 $ 23,253.72 $ 24,396,32 3 11/1/05 $ 25,849,91 $ 1,453.59 $ 24,396.32 $ TOTALS: $ 77,549.73 $ 4,403.41 $ 73,146.32 Term 36 Month Annual Date C IT Y OF CLEARWATER POST OFFICE Box 4748, CLEARWATER, FLORIDA 33758-4748 Cny HALL, 112 SOUTH OSCEOlA AVENUE, CLEARWATER, FLORIDA 33756 TELEPHONE (727) 562-4010 FAX (727) 562-4021 CilY ATTORNEY'S OFFICE October 10, 2003 Form of Validity Opinion EXHIBIT C Dell Marketing L. P. One Dell Way Round Rock, TX 78762 Re: Schedule of Property No. 11075025, dated October 10, 2003, to Master Equipment Lease/Purchase Agreement dated as of December 03, 2001 between Dell Marketing L. P., as Lessor, and City of Clearwater, Florida, as Lessee. Ladies and Gentlemen: As legal counsel to City of Clearwater, Florida, (the "Lessee"), I have examined (a) an executed counterpart ofa certain Master Equipment Lease/Purchase Agreement, dated as of December 03,2001, and Exhibits thereto by and between Dell Marketing L. P. (the "Lessor") and City of Clearwater, Florida, (the "Agreement") and an executed counterpart of Schedule of Property No. 11075025, dated October 10, 2003, by and between Lessor and Lessee (the "Schedule"), which, among other things, provides for the lease with option to purchase to the Lessee of certain property listed in the Schedule (the "Equipment"), (b) an executed counterpart of the ordinances or resolutions of Lessee which, among other things, authorize Lessee to execute the Agreement and the Schedule and (c) such other opinions, documents and matters oflaw as I have deemed necessary in connection with the following opinion. The Schedule and the terms and provisions of the Agreement incorporated therein by reference together with the Rental Payment Schedule attached to the Schedule are herein referred to collectively as the "Lease". In rendering this opinion, we have assumed without inquiry: (a) The authenticity of all documents submitted to us as copies of the originals, and the conformity of such copies to the originals as they are finally executed and delivered by Lessee and Lessor; (b) That the Lease has been or will be duly authorized, executed and delivered by Lessor; (c) That the Lease constitutes valid, legal and binding obligations of Lessor enforceable against Lessor in accordance with its terms; and (d) That the Lease accurately describes and contains the mutual understandings of the parties, and that there are not oral or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any of the terms th ereo f. Based on the foregoing, [ am of the following opinion: (I) Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, or has a substantial amount of one the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, or (c) police power; (2) The name of the lessee contained in the Lease is the correct legal name of the Lessee; (3) Lessee has the requisite power and authority to lease and acquire the Equipment with an option to purchase and to execute and deliver the Lease and to perform its obligations under the Lease; (4) The Lease has been duly authorized, approved, executed, and delivered by and on behalf of Lessee and the Lease is a legal, valid and binding obligation of Lessee enforceable in accordance with its terms, subject to (i) all applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium and other similar laws; (ii) the qualification that certain waivers, restrictions and remedies provided for in this Lease, including without limitation certain indemnification obligations, may be wholly or partially unenforceable under Florida law; and (iii) general principles of equity. BRIAN J. AUNGST, MAYOR-COMMISSIONER HoYr HAMILTON, VICE l\1AYOR-COMMISSIONER WHITNEY GRAY, COMMISSIONER FRANK HIBBARD, COMMISSIONER * BILL JONSON, COMMISSIONER "EQUAL EMPLOYMENT AND AFFIRlvlATIVE ACTION EMPLOYER" Dell Marketing L. P. Page Two October 10, 2003 (5) The authorization, approval, execution, and delivery of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state laws; and (6) To the best of my knowledge, there is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Lease or the security interest of Lessor or its assigns, as the case may be, in the Equipment thereunder. All of the opinions set forth above are also subject to the following qualifications, limitations and exceptions: (a) The opinions expressed herein are limited to matters governed by the laws of the State of Florida. No opinion is expressed regarding the laws of any other jurisdiction. (b) The opinions expressed herein are based upon the law in effect on the date hereof, and we assume no obligation to revise or supplement them if the law is changed by legislative action, judicial decision or otherwise. All capitalized terms herein shall have the same meanings as in the Lease unless otherwise provided herein. Lessor, its successors and assigns, and any counsel rendering an opinion on the tax-exempt status ofthe interest components of the Rental Payments, are entitled to rely on this opinion. Very t,ruly yours, 1.2~' vi'i, ' ~~< /:). h' f;/.) '"'' +~- ~,- -' --" t' \~ ,-(..'(~y \~t.(~".:::r', .~ Leslie K. Dougall-Sides / '1' , Assistant City Attorney ',j (""'c;." ,I" _/ :~<..