EQUIPMENT SCHEDULE NO. 06 TO LEASE NO. 02295
917/2004 :FL-Bq-nesc,doclrev. 08/00sti
CITY OF CLEARWATER, FLORIDA
INDEX TO LEGAL DOCUMENTS
NON BANK-QUALIFIED NON-ESCROW
Master Lease Agreement; ON FILE
Exhibit A - Equipment Schedule No. 06;
Acceptance Certificate;
Payment Schedule;
Exhibit B-1 - Tax Agreement and Arbitrage Certificate;
Exhibit C - Resolution 03-32; ON FILE
Exhibit D - Incumbency Certificate;
Exhibit E - Opinion of Counsel: (ON FILE)
Exhibit F - Omitted Intentionally;
Exhibit G I & G- 2 - Self Insurance Letter provided by Lessee;
Form 8038-G.
EXHIBIT A
EQUIPMENT SCHEDULE NO. 06
TO LEASE NO. 02295
The following Equipment comprises an Equipment Group which is the subject of the 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 defmed herein shall have the meanings
assigned to them in the Agreement.
EQUIPMENT GROUP
The cost of the Equipment Group to be funded by Lessee under this Lease is $1,929,064.74 (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
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
(Or as outlined on attached list)
SUNTRUST LEAS NG CORPORATION,
Lessor
By:
Name:
Title:
Date:
Michael 1.
Secretary
Address: 29 W. Susquehanna Avenue, Suite 400
Towson, MD 21204
Telephone: 410/307-6644
Facsimile: 410/307-6702
CITY OF CLEARWATER, FLORIDA
Lessee
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. lonly,
without the need to transfer possession of any other original 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 instruments executed
and delivered in connection with this Lease Agreement.
By: iroaA4a.Jt .:t.L~ _
Name: Margaret L. Simmons
Title: FinSl,nce Director
Date: ~_
Attest:
-[.~~
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Lease No.: 02295
Equipment Schedule: 06
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
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)
fmancing 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 oftitle 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 fmal 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 CLEARWATER, FLORIDA
Lessee
By: ~~la~/~~
Margaret L. S' ons
Finance Director
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. I only,
without the need to transfer possession of any other original 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 instruments executed
and delivered in connection with this Lease Agreement.
Attest:
~~'f Jt~Q___
Cy ia E. Goudeau
City lerk:: . .
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Lease Number: 02295
Equipment Schedule: 06
PAYMENT SCHEDULE
The Funding Date with respect to the above referenced Equipment Group shall be September 14, 2004. The Annual Interest Rate
applicable to the Equipment Group shall be 3.25%. Lessee will make Rental Payments each consisting of Principal and Interest as set forth
below for a term of -2. years. The fIrst Rental Payment is due on September 14,2004, and subsequent payments are due quarterly on like
date thereafter.
Paymen Payment Principal Interest Prepayment
t
Date Amount Component Component Price*
9/14/04 0 0 0 1,929,064.74
12/1/04 106,448.99 93,236.40 13,212.59 1,835,828.34
3/1/05 106,448.99 91,549.36 14,899.63 1,744,278.98
6/1/05 106,448.99 92,292.38 14,156.61 1,651,986.60
9/1/05 106,448.99 93,041.43 13,407.56 1,558,945.17
12/1/05 106,448.99 93,796,55 12,652.44 1,465,148.62
3/1/06 106,448.99 94,557,81 11,891.18 1,370,590.81
6/1/06 106,448.99 95,325.24 11,123.75 1,275,265.57
9/1/06 106,448.99 96,098,90 10,350.09 1,179,166,67
12/1/06 106,448.99 96,878,84 9,570.15 1,082,287.82
3/1/07 106,448.99 97,665.12 8,783.87 984,622.71
6/1/07 106,448.99 98,457.77 7,991.22 886,164.94
9/1/07 106,448.99 99,256.85 7,192.14 786,908.09
12/1/07 101,989.83 95,603.26 6,386.57 691,304.82
3/1/08 101,989.83 96,379.18 5,610.65 594,925.64
6/1/08 101,989.83 97,161.40 4,828.43 497,764.24
9/1/08 101,989.83 97,949.96 4,039.87 399,814.28
12/1/08 101,989.83 98,744.93 3,244.90 301,069.35
3/1/09 101,989.83 99,546.34 2,443.49 201,523.01
6/1/09 101,989.83 100,354.26 1,635.57 101,168.74
9/1/09 101,989.83 101,168.74 821.09 0
Totals 2,093,306.52 1,929,064.74 164,241.78
* After payment of Rental Payment due on such date.
CITY OF CLEARWATER, FLORIDA
Lessee
By: ~,;~..z;(.~
Name: Margaret . Snnmons
Title: Finance l1!1ctor
Date: 11 ~ ()~
Attest:
This is counterpart No.2 of2 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. I only,
without the need to transfer possession of any other original 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 instruments executed
and delivered in connection with this Lease Agreement. __~_----
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EXHIBIT B-1
[Non-Escrow]
Lease Number: 02295
Equipment Schedule: 06
TAX AGREEMENT AND ARBITRAGE CERTIFICATE
This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by CITY OF CLEARWATER,
FLORIDA ("Lessee") in favor of SUNTRUST 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
defmed herein shall have the meanings assigned to them in the Agreement.
Section 1.
In General.
1.1 This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the
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 $1.929.064.74 (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 fmancing 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").
Section 2. Non-Arbitrae:e Certifications.
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
fmancing 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 fmancing 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 fmal Payment Date under the Financing Documents.
Section 3. Disbursement of Funds: Reimbursement to Lessee.
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
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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.
Section 4. Use and Investment oCFunds: Temporary Period.
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 offmal acceptance of the Equipment.
4.2. An amount equal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by
the end of the three-year period 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 determinations 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 1 48(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.
Section 5. No Private Use: No Consumer Loan.
5.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more
than ten (10%) of the Principal Amount to be used for a Private Business Use (as defmed 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 fmanced-
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 fmance any loans to non-
governmental entities or to any governmental agencies other than Lessee.
Section 6. No Federal Guarantee.
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 fmancing under the Financing Documents to be
"federally guaranteed" within the meaning of Section 149(b) of the Code.
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6
Section 7. Miscellaneous.
7.1. 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.
7.2. Lessee shall 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 full under the Financing Documents.
7.3. 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
September 14, 2004.
CITY OF CLEARWATER, FLORIDA
Lessee
By: ~~,;(~
Name: Margaret L. Simmons
Title: Finance,D,ector
Date: q e, D4
Attest:
~'l-L: f Ji...Q..
Cy ia E. Goudeau- ..
City lerk __ ..
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. lonly,
without the need to transfer possession of any other original 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 instruments executed
and delivered in connection with this Lease Agreement.
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EXHIBIT D
Lease No,; 02295
Equipment Schedule: 06
INCUMBENCY CERTIFICATE
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 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 October 16,2003
between such entity and SUNTRUST LEASING CORPORATION.
NAME
TITLE
SIGNATURE
Margaret L. Simmons
Finance Director
~~/.~-
TN WITNESS WHEREOF, I have duly executed this certificate as of this 1': day Of~, '2<<tf
nthia E. Goudeau
Clerk
~is 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. I only,
WIthout the need to transfer possession of any other original 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 instruments executed
and delivered in connection with this Lease Agreement.
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8
EXffiBIT E
[LETTERHEAD OF LESSEE'S COUNSEL]
[DATE OF LEASE]
ON FILE
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CITY OF CLEARWATER
POST OFFICE Box 4748, CLEARWATER, FLORIOA 33758-4748
MUNIl:;IPAL SERVICES BUILDING, 100 SOUTII MYRTLE AVENUE, CLEARWATER, FLORIDA 33756
TELEPHONE (127) 562-4650 FAX (727) 562-4659
FINANCE DEPARTMENT
RiSK MANAGEMENT DMSION
September 10, 2004
Sun Trust Leasing Corporation:
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
limiU$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 1 % 1/03-1 % 1/04.
Sincerely,
I: //L
JZ~~
./ Sharon Walton, ARM-P
Risk Manager
FRANK HIBBARD, VICE MAYOR
BILL)ONSON, COUNCILMEMBER
BR~).AUNGST,MAYOR
*
HoYf HAMILTON, COUNCILMEMBER
CARLEN A. PETERSEN, COUNCILMEMBER
"EQUAL EMPLOYMENT AND AFFIRMATIVE ACTION EMPLOYER"
SELF INSURANCE LETTER TO BE PROVIDED BY LESSEE FOR EACH SCHEDULED FUNDING
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EXHIBIT G-l
Lease No,: 02295
Equipment Schedule: 06
SELF INSURANCE LETTER TO BE PROVIDED BY LESSEE FOR EACH SCHEDULED FUNDING
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EXHIBIT G-2
Lease Number: 02295
Equipment Schedule: 06
SUNTRUST LEASING CORPORATION
ADDENDUM TO EQUIPMENT SCHEDULE NO. 06
TO MASTER LEASE AGREEMENT (LEASE NO. 02295)
RELATING TO SELF-INSURANCE
THIS ADDENDUM is made as of September 14, 2004, 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. 06 to the Agreement (the "Equipment") and Lessee has
requested that Lessor lease such Equipment to Lessee.
C. With respect to Equipment Schedule No. 06, Lessee has requested that Lessor pennit it to provide self-insurance for liability claims and
property damage.
D. Lessor is willing to grant Lessee's request subject to the following tenns 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 tenns 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 tenns and conditions of the Agreement not specifically amended by this Addendum shall remain in full force and
affect and are hereby ratified and confmned 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 infonnation 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, 6 through self-
insurance.
917/2004 :FL-Bq-nesc.DOClrev.08/00sti
12
6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No.6 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.
SUNTRUST LEASING CORPORATION,
Lessor
By:
Name:
Title:
Date:
Michael 1. Powers
Secretary
CITY OF CLEARWATER, FLORIDA
Lessee
By: ~J/~_
Name: Margaret L. Simmons
Title: Finance D~e/tor
Date: q f!; 04-
Attest:
9/7/2004 :FL-Bq-nesc.DOC/rev.08/00sti
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. I only,
WIthout the need to transfer possession of any other original 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 instruments executed
and delivered in connection with this Lease Agreement.
13
Form S03S-G
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.
OMB No. 1545-0720
(Rev. November 2000)
Department of the Treasury
Internal Revenue Service
If Amended Return, check here ~ D
Issuer's name 2 Issuer's employer identification number
City of Clearwater, Florida 59 ~ 6000289
3 Number and street (or P,Q. box if mail is not delivered to street address) Room/suite 4 Report number
100 S. Myrtle Avenue 3 04-06
5 City, town, or post office, state, and ZIP code 6 Date of issue
Clearwater, FL 33756 September 14, 2004
7 Name of issue 8 CUSIP number
Master Lease Agreement No. 02295 Schedule No. 06 N/A
9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative
Bill Kleinsorge, Controller ( 727 ) 562-4520
T e of Issue (check a licable box(es) and enter the issue rice) See instructions and attach schedule
D Education 11
o Health and hospital 12
D Transportation . . 13
D Public safety. . . 14
D Environment (including sewage bonds) . 15
D Housing . . . . . . . . . . . 16
D Utilities . . . . . . . . . . . . . . . 17
~ Other. Describe ~ Various equipment for City Use 18 1,929,064.74
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 . . . . . . ~ 0
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
(e) Yield
(d) Weighted
average maturity
1,929,064.74
underwriters' discount
3.25 %
22
23
24
25
26
27
28
29
30
Proceeds used for accrued interest . . . . . . . . . . . .
Issue price of entire issue (enter amount from line 21, column (b)). .
Proceeds used for bond issuance costs (including underwriters' discount) 24
Proceeds used for credit enhancement. . . . . . . . .. 25
Proceeds allocated to reasonably required reserve or replacement fund 26
Proceeds used to currently refund prior issues 27
Proceeds used to advance refund prior issues 28
Total (add lines 24 through 28). . . . . . . . . . .
Nonrefundin roceeds of the issue subtract line 29 from line 23 and enter amount here. .
Descri tion of Refunded Bonds Com lete this art onl for refundin bonds.
Enter the remaining weighted average maturity of the bonds to be currently refunded . ~
Enter the remaining weighted average maturity of the bonds to be advance refunded . ~
Enter the last date on which the refunded bonds will be called. . . . . . .. . ~
Enter the date(s) the refunded bonds were issued ~
Miscellaneous
Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5)
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
Enter the final maturity date of the guaranteed investment contract ~
Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
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 ~
If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ~ D
If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . ~ D
If the issuer has identified a hed e, check box . . . . . . . . . . . . . . . . . . . . ~ D
Under penalties of pe~ury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete.
1,929,064.74
o
o
o
o
o
o
1,929,064.74
31
32
33
34
years
years
35
36a
b
37
b
38
39
40
Sign
Here
~ ~~~~
, Signature of issuer's authorized representative
q/6/04
Date
~ Margaret L. Simmons, Finance Directo
, Type or print name and title
Cat. No. 637735 Form 8038-G (Rev. 11-2000)
For Paperwork Reduction Act Notice, see page 2 of the Instructions.
m