EQUIPMENT SCHEDULE NO. 19 TO LEASE NO. 02295
9/27/2006:FL-Bq-ne,c.doc/rev.OS/OO,d
CITY OF CLEARWATER, FLORIDA
INDEX TO LEGAL DOCUMENTS
NON BANK-QUALIFIED NON-ESCROW
Master Lease Agreement; ON FILE
Exhibit A - Equipment Schedule No. 19;
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 1 & G-2 - SelfInsurance Letter provided by Lessee;
Form 8038-G.
EXHIBIT A
EQUIPMENT SCHEDULE NO. 19
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 defined herein shall have the meanings
assigned to them in the Agreement.
EQUIPMENT GROUP
The cost of the Equipment Group to be funded by Lessee under this Lease is $113,419.60 (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 AND MISCELLANOUS EQUIPMENT
SEE A TTCHED SPREADSHEET
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:
1900 Grand Avenue
Clearwater, FL 33765
SUNTRUST LEASING CORPORATION,
Lessor
Address: 300 E. loppa Road; 7th Floor
Towson, MD 21286
ThiS,is counterpart No. 2 o~ 2 serially numbered, manually executed counterpart
of thiS document. Possession of Counterpart No, 1 only is sufficient evidence of
th~ ~ease Agreement without the need to transfer possession of any other
onglnal or counterpart or copy of this Lease Agreement or any original or
(;;ounterpart or copy of, any exhibit.>, addenda, schedules, certificates, riders or
other documents and Instruments executed and delivered in connection with thi:
Lease Agreement.
Telephone: 410/307-6644
Facsimile: 410/307-6702
CITY OF CLEARWATER, FLORIDA
Lessee
By: Vn;n~/ >b-'1'11-"1V'~
Name: Margaret L. Simmons
Title: Finance Director
Date: ~
Attest:
~[
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Lease No.: 02295
Equipment Schedule: 19
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:
VEHICLES AND MISCELLANOUS EQUIPMENT
SEE ATTCHED SPREADSHEET
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 CLEARWATER, FLORIDA
Lessee
By: Lrn~~ ~rtLr__
Margaret L. Simmons
Finance Director
This is counterpart NO.2 of 2 serially numbered, manually executed counterpart
of this document. Possession of Counterpart NO.1 only is sufficient evidence cf
the Lease Agreement 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 thi:
Lease Agreement.
Attest:
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~
3
Lease Number: 02295
Equipment Schedule: 19
PAYMENT SCHEDULE
The Funding Date with respect to the above referenced Equipment Group shall be September 29,2006. The Annual Interest Rate
applicable to the Equipment Group shall be 4.32%. 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 December 1,2006, and subsequent payments are due quarterly on like
date thereafter.
Payment Payment Payment Principal Interest Prepayment
Number Date Amount ComDonent ComDonent Price*
1 12/1/06 10,094.69 9,251.90 842.79 104,167.70
2 3/1/07 10,094.69 8,969.20 1,125.49 95,198.51
3 6/1/07 10,094.69 9,066.10 1,028.59 86,132.40
4 9/1/07 10,094.69 9,164.06 930.63 76,968.34
5 12/1/07 10,094.69 9,263.08 831.61 67,705.26
6 3/1/08 10,094.69 9,363.16 731.53 58,342.11
7 6/1/08 10,094.69 9,464.32 630.37 48,877.78
8 9/1/08 10,094.69 9,566.58 528.11 39,311.20
9 12/1/08 10,094.69 9,669.95 424.74 29,641.25
10 3/1/09 10,094.69 9,774.43 320.26 19,866.82
11 6/1/09 10,094.69 9,880.04 214.65 9,986.79
12 9/1/09 10,094.69 9,986.79 107.90 0
Totals 121,136.28 113,419.60 7,716.68
* After payment of Rental Payment due on such date.
CITY OF CLEARWATER, FLORIDA
Lessee
By: t...-yYl..a....1c...J,.<. ..>Lrnr1l/<--.
Name: Margaret . SImmons
Title: ~ctor
Date: '2,..1 Olo
Attest:
This is counterpart NO.2 of 2 serially numbered, manually executed counterpar1
, of this document. Possession of Counterpart No.1 only is sufficient evidence of
the Lease Agreement 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 thi:
Lease Agreement.
~;;'15<I-n-eSC~.U\A..-/rev.VO/VV3"l1
EXHIBIT B-1
[Non-Escrow]
Lease Number: 02295
Equipment Schedule: 19
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
defined 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
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 $113.419.60 (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.
104. 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) ofthe 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
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.
204. 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.
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
5
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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 of Funds: Temporarv 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 ifit is subject to contingencies within Lessee's control. The ordering and acceptance ofthe items of Equipment will proceed with
due diligence to the date of final acceptance of the Equipment.
4.2. An amount equal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by
the end of the three-year period 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 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 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.
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 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.
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 financing 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 29, 2006.
CITY OF CLEARWATER, FLORIDA
Lessee
By: ~f,;/ ~h'l4'~
Name: Margaret . Simmons
Title: Financ Dir ctor
Date: q V1 0&
Attest:
~~ef
City lerk
}J eo -poo-
.
:. -
This is counterpart No.2 of 2 serially numbered, manually executed counterpart
of this document. Fossession of Counterpart NO.1 only is sufficient evidence cf
the Lease Agreement 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 thi:
Lease Agreement.
~~"(.~,,':'
9/27/2006:FL-Bq-nesc.DOC/rev.OS/OOstl
7
EXHIBIT D
Lease No.: 02295
Equipment Schedule: 19
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
~cJ .K. ~~_~_
~
IN WITNESS WHEREOF, I have duly executed this certificate as of this ;Xi day of ~~ ~
ThiS.is counterpart No.2 of 2 serially numbered, manually executed counterpart!
of thiS document. Possession of Counterpart No. 1 only is sufficient evidence of
th~ .Lease Agreement without the need to transfer possession of any other
onglnal 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 thi:
Lease Agreement.
9/27/2006:FL-Bq-nesc.DOC/rev.08/00stl
8
EXHIBIT E
[LETTERHEAD OF LESSEE'S COUNSEL]
[DATE OF LEASE]
ON FILE
9/27/2006:FL-Bq-nesc.DOC/rev.08/00Sl1
9
SELF INSURANCE LETTER TO BE PROVIDED BY LESSEE FOR EACH SCHEDULED FUNDING
9/27/2006:FL-Bq-nesc.DOC/rev.08/00stl
10
EXHIBIT G-l
Lease No.: 02295
Equipment Schedule: 19
" ,~ .' f" "
CITY OF
CLEARWATER
:'~/ii~r;'i:'~i'l~<:;;;i"
~,r~~~~~~'1 L l"I.Ji ~ ~ l'
.!f'"..1fT_Jl.:I.' Jf
POST OFFICE Box 4748, CLEARWATER, FLOHlDA 33758-4748
MUNICIPAL SERVICES I3UIWING, 100 SOUTH MYRTLE AVENUE, CLEARWATER, FLOI{!DA 33756
TELEPIIONE (727) 562-4650 FAX (727) 562-4659
FINANCE DEPARTMENT
RISK MANAGEMENT DIVISION
September 28, 2006
SunTrust Leasing Corporation
300 E. Joppa Road, 7th Floor
Towson, MD 21286
Please accept this letter as certification the City of Clearwater is insured (or self-insured) for liability and workers'
compensation 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 insurance coverages named below do not extend the limits of liability
beyond the statutory limits of $100,000 per Person/$200,000 per occurrence as governed by the provisions of section
768.28, Florida Statutes.
The City's major insurance coverages and limits are as follows:
1. Auto Liability, General Liability, Police Professional Liability, and Public Officials Liability: 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 10/01/05-10/1/06.
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 10/01/05-10/01/06. Employer Liability limits are
$500,000/$500,000/$500,000,
3. 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 American Alternative I nsurance Corporation for the policy period 10/01/05-10/01/06.
. EMS Commercial Automobile Liability: $1,000,000 per occurrence Combined Single Limit with American
Alternative Insurance Corporation for the policy period 10/01/05-10/01/06.
. EMS Excess Following Form Liability: $1,000,000 per Occurrence limit in excess of the Total Underlying Limits of
EMS coverage shown in 3 above with American Alternative Insurance Corporation for the policy period 10/01/05-
10/01/06.
Sincerely,
~~/lUh-
This is counterpart NO.2 of 2 serially numbered, manual.ly exe.c~ted c~unterpar1
of this document. Possession of Counterpart No.1 only IS suffiCient eVidence of "
the Lease Agreement without the need to transfer possession of ~~y other
original or counterpart or copy of this Lease Agreement or an~ ongInal.or
counterpart or copy of any exhibits, addenda, schedules, c.ertlficates" nder~ or .
other documentsa(;d instruments executed and delivered In connection With thl:
Lease Agreement.
. Sharon G. Walton, ARM-P
/ Risk Manager
FJ{ANK I IIBBAlm, MAYOI(
.Ie JIIN D(jJ{A\, CeJI '[;e:II.\IE\IBI-:J{
BII.I..frJ\seJ\, ())liNClI.\IE\IBEI(
*
IIO\T IL\\lll.lON, Cl)l'NClI.\II':\IIIEJ{
C\I(I.EN i\, 1'1':lFI(SI':", COIN:II.\IE,\111EJ{
"Ee)I.'\I. E\lI'LOYMENT AND AFFIRMATIVE ACTION 1:,\11'1.01101{"
SELF INSURANCE LETTER TO BE PROVIDED BY LESSEE FOR EACH SCHEDULED FUNDING
9/27/2006:FL-Bq-nesc.DOC/rev.08/00stl
11
EXHIBIT G-2
Lease Number: 02295
Equipment Schedule: 19
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CITY OF
CLEARWATER
POST OFFICE Box 4748, CLEARWATEK, FLOIUDA 33758-4748
MUNICIPAL SERVICES BUILDING, 100 SOUTH MYKTLE AVENUE, CU-ARWATER, FLORIDA 33756
TELEI'IiONE (727) 562-4650 FAX (727) 562-4659
FINANCE DEPARTMENT
RISK MANAGEMENT DIVISION
September 28,2006
SunTrust Leasing Corporation
300 E. Joppa Road, 7th Floor
Towson, MD 21286
Please accept this letter as certification the City of Clearwater is insured (or self-insured) for liability and workers'
compensation 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 insurance coverages named below do not extend the limits of liability
beyond the statutory limits of $100,000 per Person/$200,OOO per occurrence as governed by the provisions of section
768.28, Florida Statutes.
The City's major insurance coverages and limits are as follows:
1. Auto Liability, General Liability, Police Professional Liability, and Public Officials Liability: Excess Insurance:
$7,000,000 ($14,000,OOO Aggregate) with State National Insurance Company with self-insured retention of $500,000
for the policy period 10/01/05-10/1/06.
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 10/01/05-10/01/06. Employer Liability limits are
$500,000/$500,000/$500,000,
3. Emergency Medical Services (EMS) specific coverage as follows:
. EMS Medical, Professional Liability, and Commercial General Liability: $1,000,000 per Occurrence
limiU$1,OOO,OOO Aggregate with American Alternative Insurance Corporation for the policy period 10/01/05-10/01/06,
. EMS Commercial Automobile Liability: $1,000,000 per occurrence Combined Single Limit with American
Alternative Insurance Corporation for the policy period 10/01/05-10/01/06.
. EMS Excess Following Form Liability: $1,000,000 per Occurrence limit in excess of the Total Underlying Limits of
EMS coverage shown in 3 above with American Alternative Insurance Corporation for the policy period 10/01/05-
10/01/06.
Sincerely,
1VLAU~
This is counterpart No.2 of 2 serially numbered, manually executed counterpart
of this document. Possession of Counterpart NO.1 only is sufficient evidence of
the Lease Agreement 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 tl1i:
Lease Agreement.
Sharon G. Walton, ARM-P
/ Risk Manager
FHANK IllllBAHIl, MAYOI{
J()}IN DOHAN, CcJllr;CII,\IE\lll1-:H
IlILL J< >"SO", COIINClL\IE.\IBEH
G>
lIon I IA.\II LTOi\ , C<lJ'NCIL\IE\1I1E1{
CAHLEN ^. I'ETEHSI':N, COI iNCI L\ 11'.\ I BEI{
"E<JI IAL EMPLOYMENT ANI) AFFmMATlvE ACTIO;\: E,\t1'LOYEI{"
SUNTRUST LEASING CORPORATION
ADDENDUM TO EQUIPMENT SCHEDULE NO. 19
TO MASTER LEASE AGREEMENT (LEASE NO. 02295)
RELATING TO SELF-INSURANCE
THIS ADDENDUM is made as of September 29,2006, 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. 19 to the Agreement (the "Equipment") and Lessee has
requested that Lessor lease such Equipment to Lessee.
C. With respect to Equipment Schedule No. 19, 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. 19 through self-
insurance.
9/27/2006:FL-Bq-nesc.DOC/rev.08/00stl
12
6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 19 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,
Lessor
By:
Name: Michae
Title: Secre
Date:
CITY OF CLEARWATER, FLORIDA
Lessee
By: ~~rJK. ~-
Name: Margaret L. Simmons
Title: Finance ~~or
Date: .. q '7--1 Ob
Attest:
~H~E.
Cyn a E. Goudeau
City erk .
Jt. .P~
. b d manually executed counterpar1
This is counterpart No.2 of 2 s~r~IIY ~~;a~~~ 1 only is sufficient evidence of
~~~h~~~~~~~;~~~~s~i~~~~ ~he ~~ed to transf~r p~:te~~~~ ~r~g~~a~~~r
original or counterpart or copy ?~ thiS Lease Agre:ules certificates, riders or
counterpart or copy of. any eXhlbtslts, add~~~a~:~eliver~d in connection with thi:
other documents and ,"strumen execu
Lease Agreement.
----~------- - -- -
9127/2006:FL-Bq-nesc.DOC/rev.08/00stl
13
SUNTRUST LEASING CORPORATION
PAY PROCEEDS LETTER
Date: September 29. 2006
SunTrust Leasing Corporation
300 E. Joppa Road; 7th Floor
Towson, MD 21286
Gentlemen:
In connection with the certain Equipment Schedule No. 19 between SUNTRUST LEASING CORPORATION
("Lessor") and CITY OF CLEARWATER, FL ("Lessee"), pursuant to that certain Equipment Lease Agreement dated as of
September 29, 2006, between Lessor and Lessee (the "Lease"), Lessee hereby authorizes and directs Lessor to deposit
for the equipment, covered under the above referenced Schedule, VIA WIRE TRANSFER as follows:
Destination Information:
Bank Name
Bank ABA Number
Account Number
Account Name
Attention
Dollar Value
Reference
~~ D~ A~'e\CA
O~5'\"3
rol~~l56
~'T\f of" tl..EA'-WA~ Ce:N.Sou'bA-rQ:> (l,JjSU
$113.419.60
Lessee warrants the funds are for deposit into the Proceeds Account. Moneys on deposit in the Proceeds Account
shall be used solely for payment of the Equipment and for no other purpose.
CITY OF CLEARWATER. FL
(Lessee)
This is counterpart No.2 of 2 serially numbered, manual!y executed c~unterpart
of this document. Possession of Counterpart NO.1 only IS suffiCient eVidence of
the Lease Agreement without the need to transfer possession of ~~y other
original or counterpart or copy of this Lease Agreement or an~ onglnal.or
co'mterpart or copy of any exhibits. addenda, sche~ules, c.ertlficates,. nde~ or "
oth;:r documents and instruments executed and delivered In connection with thl.
Lease Agreement.
By:LnMAL'pr~ ~.~
Name: Marqaret L. Simmons
Title: ~irector
Date: -V1 00
9127/2006:FL-Bq-nesc.DOC/rev.08/00stl
14
9/1/09 $ 113,419.60 $ 113,419.60 3
Uses of Proceeds of Bond Issue (includin underwriters'discount)
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)
Proceeds used for credit enhancement .
Proceeds allocated to reasonably required reserve or replacement fund
Proceeds used to currently refund prior issues
Proceeds used to advance refund prior issues
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
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" 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 perjury, 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.
Sign
. . Here ~ CA-nL)LA~~ ~~.~ _L ,_ ~ ~ MargaretL.Slmmons, Finance Directo
This IS counterpart No.2 of 2 senallY numbered, manu~umerpar1 Date , Type or print name and title
of this document. Possession of Counterpart NO.1 only is sufficient evidence of
the Lease Agreement without the need to transfer possession of any other :tions. Cat. No. 63773S Form 8038-G (Rev. 11-2000)
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 instrument:> executed and delivered in connection with thi~
Lease Agreement.
Form 8038-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 8038-GC.
If Amended Return, check here" D
2 Issuer's employer identification number
59 : 6000289
OMS No. 1545-0720
(Rev. November 2000)
1
Re ortin
Issuer's name
City of CI.arwater, Florida
Number and street (or P.O. box if mail is not delivered to street address)
100 S. Myrtl. Avenu.
City, town, or post office, state, and ZIP code
Clearwat.r, FL 33756
4 Report number
3 06-19
6 Date of issue
September 29, 2006
8 CUSIP number
N/A
Room/suite
3
5
7
Name of issue
Mast.r Lease Ag....m.nt No. 02295 Schedul. No. 19
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 Klelnsorg., Controller ( 727 ) 562-4520
"f e of Issue (check a licable box(es) and enter the issue rice) See instructions and attach schedule
D Education 11
D Health and hospital 12
D Transportation . 13
D Public safety. 14
D Environment (including sewage bonds) 15
D Housing . 16
D Utilities . . . . . . . . . . . . . . . 17
III Other. Describe" Various Equipment for City Use 18 113,419.60
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
Descri tion of Obli ations. Com lete for the entire issue for which this form is bein
ld) Weighted
average maturity
Ie) Stated redemption
price at maturity
Ie) Yield
lb) Issue price
ears
4.32 %
113,419.60
22
23
24
25
26
27
28
29
30
113,419.60
24
25
26
27
28
N/A
N/A
years
years
31
32
33
34
38
39
40