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EQUIPMENT SCHEDULE NO. 01 TO LEASE NO. 02295 EXHIBIT A EQUIPMENT SCHEDULE NO. 01 TO LEASE NO. 02295 The following Equipment comprises an Equipment Group which is the subject ofthe Master Lease Agreement dated as October 16, 2003 (the "Agreement") between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and Lessee hereby reaffirms each of its representations, warranties and covenants contained in the Agreement. Lessee warrants that no Non- Appropriation and no Event of Default, or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default, has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but not defined herein shall have the meanings assigned to them in the Agreement. F,QTTTPMRNT C-Rmrp The cost of the Equipment Group to be funded by Lessee under this Lease is $597,310.26 (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: SEE ATTACHED LIST OF EQUIPMENT LISTING VIN/SERIAL#'S 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: 100 S. Myrtle Avenue Clearwater, FL 33756 SUNTRUST LEASING CORPORATION, Lessor This is counterpart No.2 of 2 serially numbered, manually executed counterparts of this document. To the extent that this Lease Agreement constitutes chattel paper under the Uniform Commercial Code, a security interest in this Lease Agreement may be created through the transfer and possession of Counterpart No, 1 only, without the need to transfer possession of any other onglllal or counterpart or copy of this Lease Agreement or any original or counterpart or copy of any exhIbIts, addenda, schedules, certificates, riders or other documents and IDstruments executed and delivered in connection with this Lease Agreement. By: Name: Title: Date: Address: 29 W. Susquehanna Avenue, Suite 400 Towson, MD 21204 Telephone: 410/307-6644 Facsimile: 410/307-6702 CITY OF CLEARWATER, FLORIDA U'. By: '. ~'"B. u.",~JJ: Name: William B. Home II Title: City Mj,ag~ Date: I,)... n 0.3 , I Approved as to form: Attest: JJki Pamela K. Akin City Attorney "L JL ~o". 12/12/2003 :FL-Bq-nesc.DOC/rev.08/00stl 2 City of ClearNater, Florida Lease Purchase 04-A Check# Project# Vehicle# Vendor Amount PO# Agenda Date Location Debt Servo Prin Debt Servo lot Description Serial # 368082 315-91247-564000-522-000 Temple Inc 29,548.26 35900 5/14/03 645 Pierce St 010-01240-591600-581-000 010-01240-591600-581-000 Opticom Intersection Equipment 368525 315-94227-564100-519-000 G2710 Atlantic Ford $ 102,691.00 35830 5/1103 1900 Grand Ave 566-06612-571300-582-000 566-06612-572300-519-000 2004 Stoning SL T9500 RolI-Off Truck 2FZHAZAS34AM50405 368706 315-94227-564100-519-000 G2658 Duval Ford $ 28,279.00 35518 CM 3/24/03 1900 Grand Ave 566-06612-571300-582-000 566-06612-572300..519-000 2003 Ford F350 Chassis - cab 1 FDXF46S63ED43136 368560 315-94227-564100-519-000 G2705 Duval Ford $ 25,731.00 35604 CM 4/3/03 1900 Grand Ave 566-06612-571300-582-000 566-06612-572300..519-000 2003 Ford F350 Chassis - cab 1 FDXF46S43ED74899 367961 315-94227.564100-519-000 G2694 John Deere $ 20,943.00 36075 1900 Grand Ave 566-06612-571300-582-000 566-06612-572300..519-000 John Deere 4210 Tractorw'Loader LV4210H2205271W00420X02 367415 315-94227.564100-519-000 G2701 Petersen Industries $ 39,673.00 35295 1900 Grand Ave 566-06612-571300-582-000 566-06612-572300..519-000 Petersen TL 3 Lightning Trash Loader TL3-0703-1567 366933 315-94227.564100-519-000 G2899 Alan Jay Automotive $ 14,663.00 36423 CM 8n/03 1900 Grand Ave 566-06612-571300-582-000 566-06612-572300..519-000 2003 Chevy Malibu 1 Gl ND52J43M652395 366933 315-94227-564100-519-000 G2900 Alan Jay Automotive $ 14,663.00 36423 CM 8n/03 1900 Grand Ave 566-06612-571300-582-000 566-06612-572300..519-000 2003 Chevy Malibu lGl ND52JX3M610586 366933 315-94227-564100-519-000 G2898 Alan Jay Automotive $ 14,485.00 36423 CM 8n/03 1900 Grand Ave 566-06612-571300..582-000 566-06612-572300-519-000 2003 Chevy Malibu 1 Gl ND52J73M652469 367011 315-94227-564100-519-000 G2901 Alan Jay Automotive $ 14,663.00 36423 CM 8n/03 1900 Grand Ave 566-06612-571300-582-000 566-06612-572300-519-000 2003 Chevy Malibu 1 Gl ND52J43M622359 366779 315-94227-564100-519-000 G2896 Don Reid Ford $ 14,850.00 36422 5/1/03 1900 Grand Ave 566-06612-571300-582-000 566-06612-572300-519-000 2003 Ford Taurus 1 F AFP532Z3A279588 368702 315-94227-564100-519-000 G2897 Don Reid Ford $ 14,850.00 36422 CM 8r7103 1900 Grand Ave 566-06612-571300-582-000 566-06612-572300-519-000 2003 Ford Taurus 342764 315-94227-564100-519-000 G2678 Garber Ford $ 23,482.00 32753 CM 7/19/02 1900 Grand Ave 566-06612-571300-582-000 566-06612-572300-519-000 2003 Ford Crooo Victoria 2FAFP71W13Xl01674 342764 315-94227-564100-519-000 G2734 Garber Ford $ 23,667.00 32753 CM 7/19/02 1900 Grand Ave 566-06612-571300-582-000 566-06612-572300-519-000 2003 Ford Cro\M1 Victoria 2FAFP71W53X119210 369407 315-94234-564100-519-000 G2656 Atlantic Ford $ 49,227.00 36080 CM 6/16/03 1900 Grand Ave 566-06612-571300-582-000 566-06612-572300-519-000 2004 Sterling M7500 Dump Truck 2FZACGAKX4AM66035 369795 315-94234-564100-519-000 G2703 Atlantic Ford $ 48,567.00 36081 CM 6/16/03 1900 Grand Ave 566-06612-571300-582-000 566-06612-572300-519-000 2004 Sterling M7500 Dump Truck 2FZACGAK74AM70110 370018 315-94234-564100-519-000 G2693 Atlantic Ford $ 43,227.00 36054 CM 6/9/03 1900 Grand Ave 566-06612-571300-582-000 566-06612-572300-519-000 2004 Sterling M7500 Dump Truck 2FZACGAK04AM70 1 09 369907 315-94234-564100-519-000 G2707 Duval Ford $ 29,121.00 35588 CM 4/2/03 1900 Grand Ave 566-06612-571300-582-000 566-06612-572300-519-000 2003 Ford F350 Chassis - cab 1 FDXF46S23ED74898 S 522,782.00 368553 315-96609-564000-535-000 Cues 44,980.00 36172 CM 6/30/03 1900 Grand Ave 421-01346-571300-582-000 421-01346-572300-535-000 TV Unit Upgrade PT Zoom Cameras Total 597,310.26 Lease No.: 02295 Equipment Schedule: 01 ACCEPTANCE CERTIFICATE I, the undersigned, hereby certify that I am the duly qualified and acting officer of the Lessee identified below and, with respect to the above referenced Equipment Schedule and Lease, that: 1. The Equipment described below has been delivered and installed in accordance with Lessee's specifications, is in good working order and is fully operational and has been fully accepted by Lessee on or before the date indicated below: SEE ATTACHED LIST OF EQUIPMENT LISTING VIN/SERIAL#'S 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. --X- 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 C EARWATER, FLORIDA Lessee .11........ "]I By: William B. Horne II City Manager Approved as to form: Attest: 12/12/2003 :FL-Bq-nesc.DOC/rev.08/00stl 3 Lease Number: 02295 Equipment Schedule: 01 PAVMF.NT SCHF.nTTT,F. The Funding Date with respect to the above referenced Equipment Group shall be December 23,2003. The Annual Interest Rate applicable to the Equipment Group shall be 3.16 %. Lessee will make Rental Payments each consisting of Principal and Interest as set forth below for a tenn of 5 years. The first Rental Payment is due on March 1,2004 and subsequent payments are due quarterly on like date thereafter. Payment Payment Principal Interest Prepayment .om Amonnt Component Component ~ Mar. 1,2004 32,342.29 28,205.06 4,137.23 569,105.20 June 1,2004 32,342.29 27,905.77 4,436.52 541,199.42 Sept. 1, 2004 32,342.29 28,123.32 4,218.97 513,076.11 Dec. 1, 2004 32,342.29 28,342.55 3,999.74 484,733.55 Mar. 1,2005 32,342.29 28,563.50 3,778.79 456,170.05 June 1,2005 32,342.29 28,786.17 3,556.12 427,383.88 Sept. 1, 2005 32,342.29 29,010.58 3,331.71 398,373.30 Dec. 1, 2005 32,342.29 29,236.73 3,105.56 369,136.57 Mar. 1,2006 32,342.29 29,464.65 2,877.64 339,671.92 June 1, 2006 32,342.29 29,694.34 2,647.95 309,977.57 Sept. 1, 2006 32,342.29 29,925.83 2,416.46 280,051.74 Dec. 1,2006 32,342.29 30,159.12 2,183.17 249,892.63 Mar. 1,2007 32,342.29 30,394.23 1,948.06 219,498.40 June 1, 2007 32,342.29 30,631.17 1,711.12 188,867.23 Sept. 1,2007 32,342.29 30,869.96 1,472.33 157,997.27 Dec. 1, 2007 32,342.29 31,110.61 1,231.68 126,886.67 Mar. 1,2008 32,342.29 31,353.13 989.16 95,533.53 June 1,2008 32,342.29 31,597.55 744.74 63,935.98 Sept. 1,2008 32,342.29 31,843.87 498.42 32,092.11 Dec. 1,2008 32,342.29 32,092.11 250.18 0.00 Totals 646,845.80 597,310.26 49,535.55 * After payment of Rental Payment due on such date. CITY OF CLEARWATER, FLORIDA L~~ By: · . ~W~~. iJ....1,f,-u:. Name: William B. Home II Title: City Manager Date: 1 ~h 7/ c:>3 I f Approved as to fonn: ~ AIDn City Attorney Attest: 12/12/2003 :FL-Bq-nesc.DOC/rev. 08/00stl 4 EXHIBIT B-1 [Non-Escrow] Lease Number: 02295 Equipment Schedule: 01 TAX A(;RF.F.MF.NT ANn ARRITRA(;F. rF,RTTFIrATF, This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by CITY OF CLEARWATER, FLORIDA ("Lessee") in favor of SUN TRUST LEASING CORPORATION ("Lessor") in connection with that certain Master Lease Agreement dated as of October 16, 2003 (the "Agreement"), by and between Lessor and Lessee. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement Seetinn 1 In (;enerlll. 1.1 This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the financing of certain equipment (the "Equipment") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the Equipment Schedule referenced above (the "Equipment Schedule") executed under the Agreement (together with all related documents executed pursuant thereto and contemporaneously herewith, the "Financing Documents"). As described in the Financing Documents, Lessor shall apply $597,310.26 (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 disbursed by Lessor on or promptly after the date of issuance of the Financing Documents to acquire the Equipment 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"). Seetinn 2 Nnn-Arhitrllge rertifi(,lltinns. 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 ofthe 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. 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. Se('tinn 3 nishnrsement nf Fnnrls; Reimhnrsement tn I.essee 3.1 It is contemplated that the entire Principal Amount 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 conditions have been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation S 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 5 12/12/2003 :FL-Bq-nesc.DOC/rev. 08/00stl 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 manner which could be construed as an artifice or device under Treasury Regulation ~ 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements. Sprtion 4 IIsp anel Tnvpstment of Fnnels; TemporaJ:}' Perioel. 4.1. Lessee has incurred or will incur, within six months from the date of issuance of the Financing Documents, binding obligations to pay an amount equal to at least five percent (5%) of the Principal Amount toward the costs of the Equipment. An obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of final acceptance ofthe Equipment. 4.2. An amount equal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire investments that do not cany 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 to the Internal Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual detenninations and maintain the records required by and otherwise comply with the regulations applicable thereto. (b) Lessee reasonably expects to cause the Equipment to be acquired and placed in service within one (1) month of the date of issuance of the Financing Documents. If the entire Principal Amount has not been expended on the Equipment by the date that is the six- month anniversary of the issuance of the Financing Documents, Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in accordance with Section 148(f) of the Code. (c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond" under Section 141 of the Code; (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of Lessee; and (iv) the aggregate principal amount of all tax-exempt obligations (including the Lease) issued by Lessee and its subordinate entities, if any, during the current calendar year is not reasonably expected to exceed $5,000,000. Accordingly, the rebate requirements of Section 148(f) of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above. Sertion 5 No Private lIse; No Consnmer T .oan. 5.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not pennit more than ten (10%) of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent (10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use. In addition, if both (A) more than five percent (5%) of the Principal Amount is used as described above with respect to Private Business Use and (B) more than five percent (5%) of the Principal Amount plus interest earned thereon is secured by Private Business Use property or payments as described above, then the excess over such five percent (5%) (the "Excess Private Use Portion") will be used for a 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 is related. For purposes of this paragraph 5.1, "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. 5.2. 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. Sedion " No Fpelpral Gnarantpe. 6.1. 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. 6.2. 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. 12/12/2003 :FL-Bq.nesc.DOC/rev.08/00stl 6 Section 7 Mi~('ellllneoll~. 7.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in fonn 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. 7.'2. Lessee shal1 maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings thereon for a period of five years after payment in ful1 under the Financing Documents. 7.3. To the best of the undersigned's knowledge, infonnation and belief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would material1y change the expectations expressed herein. IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of December 23, 2003. ARWATER, FLORIDA By: Name: William B. Horne II Title: City Manager Date: I ~) I 7 J 0 q I ' Approved as to fonn: Attest: J1U Pamela K. Akin City Attorney - Z. 12/12/2003 :FL-Bq-ne,c.DOC/rev. 08/00'11 7 r !"'" RESOLUTION NO. 03-32 . A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA, ESTABLISHING THE CITY'S INTENT TO REIMBURSE CERTAIN PROJECT COSTS INCURRED WITH PROCEEDS OF FUTURE TAX-EXEMPT FINANCING; PROVIDE CERTAIN OTHER MATTERS IN CONNECTIOIN THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission of the city of Clearwater, Florida (the "Issuer") has determined that the need exists to acquire certain items of equipment during the 2003-2004, 2004-2005, and 2005-2006 fiscal years; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF CLEARWATER, FLORIDA THAT: SECTION 1. AUTHORITY. This resolution (hereinafter called the "Resolution") is adopted pursuant to the provisions of the Florida Constitution, Chapter 166, Florida Statutes, and other applicable provisions of law. SECTION 2. DECLARATION OF INTENT. The Issuer hereby expresses its intention to be reimbursed from proceeds of a future tax-exempt financing for capital expenditures to be paid by the Issuer in connection with the acquisition of equipment as set forth in the Issuer's 2003-2004, 2004-2005, and 2005-2006 fiscal year budgets, as amended and supplemented from time to time (the "Project"). The Issuer intends on acquiring each item of equipment constituting a portion of the Project with funds then on deposit in the Issuer's bank account, and within a reasonable time thereafter refinancing such purchases within lease purchase financing with Sun Trust Leasing Corporation pursuant to a master lease purchase agreement. It is not reasonably expected that the total amount of the Project will exceed $18,000,000. This resolution is intended to constitute a "declaration of official intent" within the meaning of Section 1.150-2 of the Income Tax Regulations. SECTION 3. SEVERABILITY. If anyone or more of the provisions of this Resolution shall for any reason be held illegal or invalid, such illegality or invalidity shall not affect any other provision herein and the remaining provisions shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. SECTION 4. REPEALING CLAUSE. All resolution or orders and parts therof in conflict herewith to the extent of such conflicts, are hereby superseded and repealed. Resolution No. 03-32 ., '~ SECTION 5. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption this 18th day of September 2003. Brian J. Aungs Mayor-Comm' sioner o form: Attest: 2 Resolution No, 03.32 EXHIBIT D Lease No.: 02295 Equipment Schedule: 01 INCllMRF,NCV CRRTJFWA TF, I do hereby certifY that I am the duly elected or appointed and acting City Clerk of CITY OF CLEARWATER, 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 ofthe 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 October 16, 2003 between such entity and SUNTRUST LEASING CORPORATION. NAME TIlLE Willi::lm R Home IT rity M::Inllger Rri::ln T Alln~~t M::Iynr-rommi~~ioner Mayor-rommi~~ioner IN WITNESS WHEREOF, I have duly executed this certificate as of this /7--*day o~cp~ , '2.al?.3 By: Name: nthia E. Goudeau - Title: City Clerk .. \.. (\ 12/1212003 :FL-Bq-nesc.DOC/rev.08/00stl 8 f(,'L7lrr~ .~",,\~~LOF 7/(f ~#-+,... ~.~~ ~. ",'J'u~,,-'c#. ~~. ~~,-,. ......#~.... .1)\~" -':, 0";, g~....' I . 'I" ';. ~ '" ,_ .._ ''''1 ,,_~ ~~~~, ~~ '~~~=;~.d~~~ ""~.~~~'.-==.=.'.. II~. .~ ';:f(lh~~-;;;;"~~.~' '#....I'f TE~,... ~~~'I..JJ CITY OF CLEARWATER POST OFFICE Box 4748, CLEARWATER, FLORIDA 33758-4748 MUNICIPAL SERVICES BUILDING, 100 SOUTH MYRTLE AVENUE, CLEARWATER, FLORIDA 33756 TELEPHONE (727) 562-4650 FAX (727) 562-4659 FINANCE DEPARTMENT RiSK MANAGEMENT DMSION December 12, 2003 SunTrust Leasing Corporation Re: Lease Number 02295 Please accept this letter as certification the City of Clearwater is insured (or self-insured) for insurance coverage as shown below. The Clearwater Gas System is a Department of the City of Clearwater. The City has been approved by the State of Florida as a self-insured municipal government. The state audit number for the city as a self-insured Florida municipality is 9173. This certification is issued as a matter of information only, and confers no rights upon the holder. The City's major insurance coverages and limits are as follows: 1. Auto Liability, General Liability, Police Professional Liability, and Public Officials Liability: Self- Insured Level: $100,000 per Person/$200,000 per Occurrence self-insured retention with statutory limits per Section 768.28 Florida Statutes. Excess Insurance: $7,000,000 ($14,000,000 Aggregate) with State National Insurance Company with self-insured retention of $500,000 for the policy period 10/01/03-10/1/04. 2. Workers' Compensation: Statutory coverage per Occurrence with self-insured retention of $500,000 Excess Insurance via State National Insurance Company for the policy period 10/01/03-10/01/04. 3. Buildings, Contents, and Personal Property: $287,233,798 (TIV) less $500,000 self-insured retention per occurrence for the policy period 10/01/03-10/1/04. 4. Emergency Medical Services (EMS) specific coverage as follows: · EMS Medical, Professional Liability, and Commercial General Liability: $1,000,000 per Occurrence limit/$1 ,000,000 Aggregate with certain Underwriters at Lloyd's of London subject to a deductible of $5,000 each claim, for the policy period 10/01/03-10/01/04. · EMS Commercial Automobile Liability: $500,000 per occurrence Combined Single Limit with Empire Fire & Marine for the policy period 10/01/03~10/01/04. · EMS Excess Following Form Liability: $1,000,000 per Occurrence limit in excess of the Total Underlying Limits of EMS coverage shown in (4) above with Clarendon Insurance Company for the policy period 10/01/03-10/01/04. BRIAN J. AUNGST, MAYOR-COMMISSIONER WHITNEY GRAY, VICE MAYOR-COMMISSIONER HoYT HAMILTON, COMMISSIONER FRANK HIBBARD, COMMISSIONER <i) BILL]ONSON, COMMISSIONER "EQUAL EMPLOYMENT AND AFFIRMATNE ACTION EMPLOYER" SUNTRUST LEASING CORPORATION ADDENDUM TO EQUIPMENT SCHEDULE NO. 01 TO MASTER LEASE AGREEMENT (LEASE NO. 02295) RELATING TO SELF-INSURANCE THIS ADDENDUM is made as of December 23, 2003, between SUNTRUST LEASING CORPORATION (the "Lessor") and CITY OF CLEARWATER, FLORIDA (the "Lessee"). Recitals A. Lessor and Lessee have entered into a Master Lease Agreement dated as of October 16, 2003 (the "Agreement"). B. Lessee desires to lease equipment described in Equipment Schedule No. 01 to the Agreement (the "Equipment") and Lessee has requested that Lessor lease such Equipment to Lessee. C. With respect to Equipment Schedule No. 01, Lessee has requested that Lessor permit it to provide self-insurance for liability claims and property damage. D. Lessor is willing to grant Lessee's request subject to the following terms and conditions. NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and in the Agreement, it is hereby agreed as follows: 1. The terms capitalized in this Addendum but not defmed 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. 01 through self- insurance. 12/12/2003 :FL-Bq-nesc.DOC/rev.08/00stl 13 6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 01 to accept self-insurance in lieu of the insurance required by Section 7.1 through 7.3 of the Agreement at any time during the related Lease Term when Lessor deems itself insecure with respect to such self-insurance. Within thirty (30) days of receipt of notice from Lessor, Lessee agrees to obtain insurance in compliance with Section 7.1, 7.2 and 7.3 of the Agreement and provide evidence thereof to Lessor. IN WITNESS WHEREOF, the parties by their duly authorized officers have executed this Addendum as of the date and year first above written. SUNTRUST LEASING CORPORATION, u~o, ~~ ~ ~~e. Miehoel 1. powl ~ Title: Secretary Date: Countersigned: LEARW A TER, FLORIDA By: Name: William B. Home II Title: City Manager Date: 1.~ln /a~ Approved as to form: UL Pamela K. Akin City Attorney Attest: :'It. ThIs is counterpart No.2 of 2 serially numbered, manually executed counterparts of h. d t To the extent that this Lease Agreement constitutes chattel paper t]S ocumen. .. . h. Le A ement nder the Uniform Commercial Code, a secunty mterest m t IS ase gre ~ay be created through the transfer and possession of Counterpart No. I only, without the need to transfer possession of any other ongmal or counterpart or copy of this Lease Agreement or any original or counterpart or copy of any exhIbIts, addenda, schedules, certificates, riders or other documents and mstruments executed and delivered in connection with this Lease Agreement. 1211212003 :FL-Bq-nesc.DOC/rev.08/00stl 14 Information Return for Tax-Exempt Governmental Obligations ~ Under Internal Revenue Code section 149(e) ~ See separate Instructions. Caution: If the issue price is under $100,000, use Form B03B-GC. If Amended Return, check here ~ 0 2 Issu~r's employer identification number 10 Telephone number of officer or legal representative ( ) licable box(es) and enter the issue rice) See instructions and attach schedule 11 12 13 14 15 16 17 18 597,310.26 597,310.26 underwriters'discount 22 Proceeds used for accrued interest . . . . . . . . . . . . 23 Issue price of entire issue (enter amount from line 21, column (b)). . 597,310.26 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 27 Proceeds used to currently refund prior issues 27 28 Proceeds used to advance refund prior issues 28 29 Total (add lines 24 through 28). . . . . . . . . . . . 30 Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here). . . 597,310.26 Oescri tion of Refunded Bonds Com lete this art onl for refundin bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . ~ years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . ~ years 33 Enter the last date on which the refunded bonds will be called. . . . . . .. . ~ 34 Enter the date(s) the refunded bonds were issued ~ Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) 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 ~ 0 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)(i)(lIl) (small issuer exception), check box ~ 0 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 hed e, check box . . . . . . . . . . . . . . . . . ~ 0 Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belie ey are true, correct. and complete, Form B03B-G (Rev. November 2000) 3 Issuer's name City of Clearwater, Florida Number and street (or P,O, box if mail is not delivered to street address) 100 S. Myrtle Avenue City, town, or post office, state, and ZIP code Clearwater, FL 33756 Name of issue Master Lease Agreement No. 02295 Schedule No. 01 Name and title of officer or legal representative whom the IRS may call for more information Room/suite 5 7 9 e of Issue (check a o Education o Health and hospital o Transportation . o Public safety. . . o Environment (including sewage bonds) o Housing . . . . . . . . . o Utilities . . . . . . . . . . . . . . III Other, Describe ~ Various vehicles for City Use If obligations are TANs or RANs, check box ~ 0 If obligations are BANs, check box ~ 0 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 (b) Issue price (e) Stated redemption price at maturity (d) Weighted average maturity Sign Here Date ~ William B. Horne II, City Manager ,. Type or print name and title Cat. No. 63773S Form 8038-G (Rev, 11-2000) For Paperwork Reduction Act Notice, see page 2 of the Instructions. * OMS No, 1545-0720 4 Report number 3 01 6 Date of issue December 1, 2003 8 CUSIP number nfa 597,310.26 (e) Yield 3.16 % 12/12/2003 :FL-Bq-nesc.doclrev.08/00sd CITY OF CLEARWATER, FLORIDA INDEX TO LEGAL DOCUMENTS NON BANK-QUALIFIED NON-ESCROW Master Lease Agreement; Exhibit A - Equipment Schedule No. 01; Acceptance Certificate; Payment Schedule; Exhibit B-1 - Tax Agreement and Arbitrage Certificate; Exhibit C - Resolution 03-32; Exhibit D - Incumbency Certificate; . II I prr. V! j.e ) J. r/" J/lr~.HI,/ I . . . . . " .I..J f.-;!C1/d1'iY ExhIbIt E - OpInIOn of Counsel; -. {),,..,, Exhibit F - Omitted Intentionally; Exhibit cr-t SelfInsuranceLetter; Form 8038-G.