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EQUIPMENT SCHEDULE NO. 14 TO LEASE NO. 02295 EXHIBIT A EQUIPMENT SCHEDULE NO. 14 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 "Agreemenf') between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and Lessee hereby reaffinns 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 attaclted to this Equipment Schedule and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but oot 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 $45,797.82 (the "Acquisition Cost"). The Equipment Group consists of the following Equipment which has been or shall be purchased from the V endor(s) named below fOl" the prices set forth below: COMPUTER EQUIPMENT The Equipment Group is or will be located at the following address(es). Prior to relocation of the Equipment Group 01" any portion thereof during the Lease Term1 Lessee will provide written notice to Lessor: 1900 Grand Avenue Clearwater,. FL 33765 SUNTRUST LE Lessor G CORPORATION, By: Name: Michael J. Title: Secretary Date: Address~ 29 W. Susquehanna Avenue, Suite 400 Towson,. MD 21204 Telephone: 410/307..6644 Facsimile~ 410/307 -6702 CITY OF CLEARWATER, FLORIDA Lessee By: ~ll.];] -'<iJ[~i-l"" ;;(~~..;J-J'L'~'i'~~~ Name: Margaret L. Simmons Title: Finance Director Date: l-z.1 r~( O'S Attest: 12J 1212005 :FL-Bq-ne!1:c _ DOC/r-e..... 08lOOsd 2 J ~ iB "~ j ~ I .~ '1 : ~ ~ k :!! 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N .::l~ ~ ~ ~ ~~~g~!t9 ~~~ ~ ~ e I ~~' :> c:..J ~ I:D ~ "~- ~I~ , ~ . ~ cgJ: 0... cPlI :;? ! ! :E ~ l _:~- fi :l;l i i J o c () .~ ,g- ::~ "~ -- -j; .!t'I -j j i Lease No.: 02295 Equipment Schedule: 14 ACCEPTANCE CERTIFICATE I, the Wldersigned, hereby certifY that [ am the duly qualified and acting officer of the Lessee identified below and; with respect to the above referenced Equipment Schedule and Lease, that l. 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: COMPUTER 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 maoufuc!urer'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 aU Rental Payments due in subsequent Fiscal Years. 4. Lessee hereby authorizes and directs Lessor to fi.md the Acquisition Cost of the Equipment by paying, 01" 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 reimbmsing 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 jdentified 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 satisfactoriJy perfonned all of its covenants and obligations under the Lease. [CHECK BOX IF APPLICABLE.] CITY OF CLEARWATER, FLORIDA Lessee B. [,...-,} iLl .j ~.. f- / . /'0 ~ y. - - ~~-,?-t:-{...-{ - c.-J../~.1.t-;vA!.L":.... -0.'''--<-0, Margaret L. Simmons Finance Director Attest: ~[. ~ r:'tin~ ~ Cyn a E. Goudeau City Clerk 12/1212005: F L-Bq-nesc. DOClrev,G8!OO:stJ 3 Lease Number: 02295 Equipment Schedule: 14 PAYMENT SCHEDULE The Funding Date with respect to the above referenced Equipment Group shall be December 20,20054 The Annual Interest Rate applicable to the Equipment Group shall ~e 4.03%. Lessee will make Rental Payments each consisting of Principal and Interest as set forth below for a term of --1. years. The first Rental Payment is due on March I, 2006, and subseqllellt payments are due quarterly on like date thereafter . Payment Payment Payment Principal Interest Prepayment Number Date Amount ComDonent Comnonent Price* 0 ] 2/20/05 45,797481 1 03/01/06 4,062436 3,698.80 363.56 42,099.01 2 06/01/06 4,062.36 3,638.29 424.07 38,460.72 3 09/01/06 4,062.36 3,674.93 387.43 34,785.79 4 12/01/06 4,062.36 3,71 L95 350.41 31,073484 5 03/01/07 4,062.36 3,749.34 313.02 27 )324.50 6 06/01/07 4,062.36 3,787.11 275.25 23,537.39 7 09/01/07 4,062.36 3,825.26 231.1 0 19,712.13 8 12/01/07 4,062.36 3,863.79 198.57 15,848.34 9 03/01/08 4,062.36 1,902.72 159.64 11,945.62 10 06/0lJ08 4,062.36 3,942.03 ]20.33 8,003.59 11 09/01/08 4,062.36 3,981.74 80.62 4~02] ~85 12 12/01/08 4,062.41 4,021.85 40.51 (0.00) Grand Total 48,748.37 45,7fJ7.82 2,950.55 * After payment of Rental Payment due on such date. CITY OF CLEARWATER, FLORIDA Lessee By: L/rr.JCl./d~,"'ci-- ~;(:- J/-I.j)'L..,;7Lr:JL4--.--- Name: Margaret~L. Simmons Title: Finance Director Date; 1-z.1 ("/O? Attest: 1211 '212005: FL- Bq-nesc. DOCJre" ..(I8!OOstl 4 EXHIBIT B-1 [Non-Escrow] Lease Number: 02295 Equipment Schedule: 14 TAX AGREEMENT AND ARBITRAGE CERTIFICATE This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by CITY OF CLEARWATER, FLORIDA ('lLesseen) in favor of SUNTRUST LEASING CORPORATION C1Lessorn) in cotUlection with that certain Master Lease Agreement dated as of October 16, 2003 (the tIAgreement"), by and between Lessor and Lessee. The tenns 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 expectatioos 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 Schedulell) executed under the Agreement (together with all related documents executed pursuant thereto and contemporaneously herewith~ the 'IFinancing Documents"). As described in the Financing Docwnents,> Lessor shaJl apply $45.797.82 (the "Principal Amount") toward the acquisition of the Equipment and Lessee sball make Rental Payments under the tenns 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 del~vered 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 Docwnents to acquire the Equipment 104. Lessee will timely file for each payment schedule issued under the Lease a Form 8038-G (01", 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 'I-Code~~). Section 2. Non-Arbitra2e Certifications.. 2.1. The Rental Payments due tmder the Financing Documents will be made with monies retained in Lessee's general operating ftmd (or an account or subaccount therein). No sinking, debt service, reselVe 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 he 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, 01" 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 1 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 Docwnents 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 Docwnents. 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 thereot: provided that~ if app]jcable~ a portion of the princjpal amount may be paid to Lessee as reimbursement for acquisition cost paymentci already made by it so long as the conditions set forth in Section 3.2 below are satisfied. 3.2~ Lessee shan 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 01" otherwise declared its official intent in accordance with Treaswy Regulatioo ~ 1.150-2 (the "Declaration of Official Intent''), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing fOl" all or a portion of the cost ofthe Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the l2ll 212005: FL.Bq-n-esc. DOC/l't':\,, 08/00stl 5 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 expendimre, 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 geneml operating expenses and not in a manner which could be construed as an artifice or device under Treasury Regulation S 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements4 Section 4.. Use and Investment of Funds: Temnorarv Period. 4. t. 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 of the Equipment. 4.2. An amount equal to at least eighty-five percent (850/0) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three-year period conunencing on the date of this Certificatea 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(1) 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 jn 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(t) of the Code. (c) Lessee hereby covenants that (i) Lessee is a governmental Wlit with general tax powers; (ii) the Lease is not a ~llrivate activity bond" under Section 141 of the Code; (iii) at least ninety-five percent (95%) of the Principal Amount is wed fOf the governmental activities of Lessee; and (iv) the aggregate principal atnQunt of all tax-exempt obligations (including the Lease) issued by Lessee WId its subordinate entities~ ifany, during the current calendar year is not reasonably expected to exceed $5,OOO~OOO~ 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 win 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 pJus interest earned thereon is, directly or indirectlY1 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 he used for a Private Business Use. In addition~ if both (A) more thah 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") win 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 pllb1ic~ 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. Seetion 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 AmoWlt or interest earned thereon shall be (i) used in making loans the payment of principal or interest of which are to be guarantee~ in whole or in part, by the United States or any agency or instnunentality thereot: 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. 12ll2l200:5: FL-Bq-nesc. DOClrev . 08I00s1l 6 Section 7. MisceUaneou~ 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 registrati~ requirements of Section 149( a) of the Code unless Lessor or ils assignee agrees to act as Lessee's agent for such pmpose. 7.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal AmOWlt and interest earnings thereon for a period of five years after payment in fun 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 circwnstances 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 December 20, 2005~ CITY OF CLEARWATER, FLORIDA Lessee By: ,-.../1}'111..~~'-f-L..L X' ~."71l..r:>>1--.~~ Name: Margaret L. Simmons Title: Finance Director Date: (.11'& J o~ Attest: 1211212005; FL-Bq-nesc.DOClrel1 OSlOOstl 7 EXHIBIT D Lease No+: 02295 Equipment Schedule: 14 INCUMBENCY CERTIFICATE I do hereby certity that I am the duly elected or appointed and acting City Clerk of CITY OF CLEARWAIER. 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 ejected or appointed officers of such ent:i1;y 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 CORPOJl.\TION. NA~ TITLE SIGNA TURE l/rYJtJ~U:Ui,t'/. ~~"C- ;,I Manzaret L. Simmons Finance Director ~~ IN WITNESS WHEREoF, I have duly executed this certificate as ofthis~ day of _ ~ 12/1212005 :FL-Bq-nCSCc DOC/rev. OSlOOsrl 8 Exumrr E [LETTERHEAD OF LESSEE1S COUNSEL] [DA TE OF LEASE] ON FILE 12f 121200.5: FL-Bq -ne5ccDOClrev. 08/00ttI 9 SELF INSURANCE LEITER TO BE PROVIDED BY LESSEE FOR EACH SCHEDULED FUNDING ~ 21 I moos : FL-Bq-nes.;;. DOCf.rev. OSlOOstl 10 EXHIBIT G-l Lease No.: 02295 Eq uipment Schedule; 14 CITY OF CLEARWATER POST OFFICE Box 4748, CLEARWATER) FLORIDA 33758-4748 MUNICIPAL SERVICES BUILDI:--JG, 100 SOLTH MYRTLE AVENUE, CLEARWATER, FI.ORIDA 33756 TELEPHOKE (727) 562-4650 FAX: (727) 562-4659 FJNAl\~CE DEPARTMENT RiSK ?\1ANAGEME)lT DMSION December 12, 2005 SunTrust Leasing Corporation 29 W. Susquehanna Avenuer 4th Floor Towson, MD 21204 Please accept this letter as certification the City of Clearwater is insured (or self-insured) for liability and workers' compensation insumnce 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 infonnation 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 768.281 Florida Statutes. The Cityls major insurance cQveragesdand 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 polley period 10101/05-10/1/06. 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 10/01/05-10101/06_ Employer Liability limits are $500,0001$ 500,000/$500,000. 3, Emergency Medicar 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 Insurance Corporation for the policy period 10/01/05-10101/06. · EMS Commercial Automobile Liability: $1,000,000 per occurrence Combined Single Limit with American Alternatfve Insurance Corporation for the poHcy 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~ J2~#J~ Sharon G. Walton, ARM-P '""" Risk Manager BILl. J OI\S01V 1 Vie 1:-l\1A Yo l{ H o "IT F-Lr\..\HLTOl\ ~ Co 1: k..,"CH.ME\iBER F1Z:\",\TK HJ/3ljAHD, A1AYOR * J 0] [N DOR4.NJ Cou,-...;c:rr J\1E\1HER CARLEN A. PETERSE\:, COUI\.UL\iEMBEl{ !lEQIJAL EMPLOY.\.jEKT A!\D AFFIRJ\lA1'IVE i\CTIO\f EMPLOYER" SELF INSURANCE LETTER TO BE PROVIDED BY LESSEE FOR EACH SCHEDULED FUNDING IV 1212005: n- Bq-nesc_ DOC/rev. 08/00st! 11 EXHmIT G-2 Lease Number: 02295 Equipment Schedule; 14 C I T Y OF CL EAR W ATE R POST OFF1CE Box 4748, ClEARWATER, FLORIDA 33758-4748 MUN1ClPAL SERVICES BUILDING, 100 SOUTH MYRTIE AVENUE, CLEARWATER, FLORIDA 33756 TELEPHONE (727) 562-4650 FAX (727) 562-4659 F1NANCE DEPARTMENT RlSK l\.fANAGEMENT DMS10N December 12J 2005 SunTrust leasing Corporation 29 W. Susquehanna Avenuer 4th Floor Towson, MD 21204 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 $1001000 per Person/$200,000 per occurrence as governed by the provisions of section 768.28J Florida Statutes4 Tne City's major insurance coverages~and Hmits are as follows: 1. Auto Liability, General Liability, Police Professional Liability; and Public Officials LiabiJity~ 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 l 000/$500 10001$500,000. 3. Emergency Medical Services (EMS) specific coverage as follows~ · EMS Medical, Professional Liabjlity~ and Commercial General Liability: $1JOOO,OOO per Occurrence limitl$1 ,0001000 Aggregate with American AJternative Insurance Corporation for the policy perjod 10/01/05-10/01106. · EMS Commercial AutomobiJe 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 I J2~#I~ Sharon G. Walton1 ARM-P ~. Risk Manager ~ BJI.I.]ONSON1 VICE-!v1AYOR lioYr HAMJLTON~ COUNC!L\1EMBER FRANK HlB[3ARDI MA.YOR * JOHN DORAN~ COUNClIMEMB6R CARlEN A. PETERSEN, COUNCiL~EMBER lIEQUAL EMPLOYMEf\7 AND AFFIRMA1TVE ACTION EMPLOYF.R'1 SUNTRUST LEASING CORPORATION ADDENDYM TO EQUIPMENT SCHEDULE NO. 14 TO MASTER LEASE AGREEMENT (LEASE NO. 02295) RELA TING TO SELF-INSURANCE THIS ADDENDUM is made as of December 20,2005, between SUNTRUST LEASING CORPORATION (the t1Lessor't) and CITY OF CLEARWATE~ FLORIDA (the nLessee'I). Recitals A. Lessor and Lessee have entered into a ~aster Lease Agreement dated as of October 16~ 2003 (the UAgreement"). B. Lessee desires to lease equipment described in Equipment Schedule No~ 14 to the Agreement (the .1 Equipment I) and Lessee has requested that Lessor lease such Equipment to Lessee. c~ With respect to Equipment Schedule No. 14, 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 Addendwn but not defined herein shaJI 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, vlith the passage of time or giving of notice or bo~ would constinrt.e an Event of Default has occurred under the Agreement 3. AU 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 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 ItQuestioIlllaire") are true and correct as of the date hereof. 5. Lessor acknowledges receipt of the QuestiolUlaire 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. 14 through self- insurance. l2l121200:5 ~FL-Bq-ntl3c. DOC/rev. 08l00stl 12 6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipmmt Schedule No. 14 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 Tenn 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, 72 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 C Lessor By: Name: Michael 1. Powers Title: Secretary Date: CITY OF CLEARWATER, FLORIDA Lessee L- "~ } "k1 . "-- y dt ~~~e: J~~~i:nS /~IIA'~'~--" Tit1e~ Finance Director Date: l2-1 (~Io~ Attest: i 21l2l2005:FL-Bq.n.esc.DOCfrev.08lOOstl 13