EQUIPMENT SCHEDULE NO. 24 TO LEASE NO. 02295
6/25/2007:FL-Bq-nesc. doc/rev. OB/OOstl
CITY OF CLEARWATER, FLORIDA
INDEX TO LEGAL DOCUMENTS
NON BANK-QUALIFIED NON-ESCROW
Master Lease Agreement; ON FILE
Exhibit A - Equipment Schedule No. 24;
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. 24
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.
EOUIPMENT GROUP
The cost of the Equipment Group to be funded by Lessee under this Lease is $96,822.16 (the "Acquisition Cost"). The Equipment
Group consists ofthe following Equipment which has been or shall be purchased from the Vendor(s) named below for the prices set forth
below:
VEHICLES, FORKLIFTS, A TV, PRINTERS, RADIOS AND QUA TRO ANALYZER
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
BY'~~~
Name: Donald S. Keough
Title: Vice President
Date:
This is counterpart No.2 of 2 serially numbered, manually executed counterparts of
this document. 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 connectlOn
with this Lease Agreement.
Address: 300 E. Joppa Road; 7th Floor
Towson,~ 21286
Telephone: 410/307-6600
Facsimile: 410/307-6702
CITY OF CLEARWATER, FLORIDA
Lessee
Attest
By: ~l.LiCcj,/,~
Name: Margaret L. Simmons
Title: Finance Director
Date: O~ /2(, /2..0t:J7
/ /
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Lease No.: 02295
Equipment Schedule: 24
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, FORKLIFTS, ATV, PRINTERS, RADIOS AND QUATRO ANALYZER
SEE A ITCHED SPREADSHEET
2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with Article VII ofthe 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, ifany, 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: ~!1eu..:t /. ~~
Margaret L. Simmons
Finance Director
Attest:
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Lease Number: 02295
Equipment Schedule: 24
PAYMENT SCHEDULE
The Funding Date with respect to the above referenced Equipment Group shall be June 29, 2007. The Annual Interest Rate applicable
to the Equipment Group shall be 4.46%. Lessor shall retain any interest accruing between the Dated Date and the Funding Date. Lessee
will make Rental Payments each consisting of Principal and Interest as set forth below for a term of J. years. The first Rental Payment is
due on September 1, 2007, and subsequent payments are due quarterly on like date thereafter.
Payment Payment Payment Principal Interest Prepayment
Number Date Amount Component Component Price*
1 9/1/07 8,634.91 7,893.02 741.88 88,929.14
2 12/1/07 8,634.91 7,644.06 990.85 81,285.08
3 3/1/08 8,634.91 7,729.23 905.68 73,555.85
4 6/1/08 8,634.91 7,815.35 819.56 65,740.50
5 9/1/08 8,634.91 7,902.43 732.48 57,838.07
6 12/1/08 8,634.91 7,990.48 644.43 49,847.59
7 3/1/09 8,634.91 8,079.51 555.4 41,768.09
8 6/1 /09 8,634.91 8,169.53 465.38 33,598.56
9 9/1/09 8,634.91 8,260.55 374.35 25,338.01
10 12/1/09 8,634.91 8,352.59 282.32 16,985.41
11 3/1/10 8,634.91 8,445.66 189.25 8,539.76
12 6/1/10 8,634.91 8,539.76 95.15 0
Totals 103,618.89 96,822.16 6,796.73
* After payment of Rental Payment due on such date.
CITY OF CLEARWATER, FLORIDA
Lessee
By: ~",(.~
Name: Margaret L. Simmons .
Title: Finance Director
Date: 0 {O / z ~ /2. DO..,
I I
Attest:
-[
./' / ~-..
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EXHIBIT B-1
[Non- Escrow]
Lease Number: 02295
Equipment Schedule: 24
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 $96.822.16 (the "Principal Amount") toward the acquisition of the Equipment and Lessee shall make Rental Payments
under the terms and conditions as set forth in the Financing Documents.
1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing
and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing
Documents, a copy of which has been delivered to Lessor.
1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping
and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment
Schedule. The Principal Amount will be disbursed by Lessor on or promptly after the date of issuance of the Financing Documents to
acquire the Equipment.
1.4. Lessee will timely file for each payment schedule issued under the Lease a Form 8038-G (or, if the invoice price of the Equipment
under such schedule is less than $100,000, a Form 8038-GC) relating to such Lease with the Internal Revenue Service in accordance with
Section 149(e) 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.
2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the
yield realized by Lessor from Rental Payments received under the Financing Documents.
2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were
entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the
Equipment.
2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than
the final Payment Date under the Financing Documents.
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 ~ 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 of Funds: Temoorarv 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 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(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 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(1) 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; (Hi) 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(1) 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, ifboth (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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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 l49(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 June 29,
2007.
CITY OF CLEARWATER, FLORIDA
Lessee
By: L-vv)L1 ~u.1 ~~~~
Name: Margaret . SImmons . _ . - .
Title: Finance Director
Date: 0 f, J 01.. ~ / ~(JO )
r (.
Attest:
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EXHIBIT D
Lease No.: 02295
Equipment Schedule: 24
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
VrtkJd<;a/~_~
,~
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EXHIBIT E
[LETTERHEAD OF LESSEE'S COUNSEL]
[DATE OF LEASE]
ON FILE
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SELF INSURANCE LETTER TO BE PROVIDED BY LESSEE FOR EACH SCHEDULED FUNDING
6125/2007:FL-Bq-nesc.DOC/rev.08/00stl
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EXHIBIT G-l
Lease No.: 02295
Equipment Schedule: 24
SELF INSURANCE LETTER TO BE PROVIDED BY LESSEE FOR EACH SCHEDULED FUNDING
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EXHIBIT G-2
Lease Number: 02295
Equipment Schedule: 24
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CITY OF CLEARWATER
POST OFFICE Box 4748, CLEARWATER, FLORIDA33758-4748
MUNICIPAL SERVICES BUILDING, 100 SOUTH MYRTIE AVENUE, CLEARWATER, FLORIDA 33756
TELEPHONE (727) 562-4650 FAX (727) 562-4659
FINANCE DEPARTMENT
RISK MANAGEMENT DMSION
June 25, 2007
SunTrust Leasing Corporation
29 W. Susquehanna Ave, Ste 400
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 $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 Nation~1 Insurance Company with self-insured
retention of $500,000 for the policy period 10/01/06-10/1/07.
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 10/01/06-10/01/07. 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,OOO,OOO Aggregate with American Alternative Insurance Corporation for the policy period 10/01/06-
10/01/07.
. EMS Commercial Automobile Liability: $1,000,000 per occurrenc:e Combined Single Limit with American
Alternative Insurance Corporation for t~e.policy period 10/01/06-10/01/0T.
. 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 10/01/06-10/01/07.
Sincerely,
.;/f U"" '" '
.le :..'--x...
~U^n-" .fl
Sharon-ci. Walton, ARM-P
Risk Manager
" \ -~, (','
. FRANK HIBBARD, MAYOR
JOHN DORAN, COUNCILMEMBER
BILL]ONSON, COUNCILMEMBER
*
HoYT HAMILTON, COUNCILMEMBER
CARLEN A. PETERSEN, C6UNCILMEMBER
"EQUAL EMPLOYMENT AND AFFIRMATIVE ACTION EMPLOYER"
SUNTRUST LEASING CORPORATION
ADDENDUM TO EQUIPMENT SCHEDULE NO. 24
TO MASTER LEASE AGREEMENT (LEASE NO. 02295)
RELATING TO SELF-INSURANCE
THIS ADDENDUM is made as of June 29, 2007, 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. 24 to the Agreement (the "Equipment") and Lessee has
requested that Lessor lease such Equipment to Lessee.
C. With respect to Equipment Schedule No. 24, 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. 24 through self-
insurance.
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6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 24 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
C=~:~=;;7C
By:
Name: Donald S. Keough
Title: Vice President
Date:
CITY OF CLEARWATER, FLORIDA
Lessee
By: Vr~)LLl/l~ /..~
Name: Margaret . Simmons
Title: Finance Director
Date: 0 ~/;t it !2"Q:')1
Attest:
. ,,"
This is counterpart No.2 of 2 serially numbered, manually executed counterparts of
this document. 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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SUNTRUST LEASING CORPORATION
PAY PROCEEDS LETTER
Date: June 29, 2007
SunTrust Leasing Corporation
300 E. Joppa Road; ih Floor
Towson, MD 21286
Gentlemen:
In connection with the certain Equipment Schedule No. 24 between SUNTRUST LEASING CORPORATION
("Lessor") and CITY OF CLEARWATER. FL ("Lessee"), pursuant to that certain Equipment Lease Agreement dated as of
June 29, 2007, 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
~~cK~U\
Q"UgCOC\S'i~
OOL~&o1!l>
e..'t't f% ~tw.l~ Co.l6CUj),I.-n;b eAS".t-'
$96.822.16
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, manually executed counterparts of
this document. 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: 1/rn.LJ~~ ~~
Name: Maroa et L. Simmons
Title: Finance Director
Date: 0 f# 1;).(,,/2.4"'1
I ,
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Form 8038-GC
Information Return for Small Tax-Exempt
Governmental Bond Issues, Leases, and Installment Sales
~ Under Internal Revenue Code section 149(e)
OMB No, 1545-0720
(Rev, November 2000)
Caution: If the issue price of the issue is $100,000 or more, use Form B03B-G,
Check box if Amended Return ~ 0
Issuer's name 2 Issuer's employer identification number
City of Clearwater, Florida 59 : 6000289
3 Number and street (or P,O, box if mail is not delivered to street address)
100 S. Myrtle Avenue
4 City, town, or post office, state, and ZIP code
Clearwater, FL 33756
8a Issue price of obligation(s) (see instructions) .
b Issue date (single issue) or calendar year (consolidated) (see instructions) ~ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
9 Amount of the reported obligation(s) on line 8a:
a Used to refund prior issue(s) ,
b Representing a loan from the proceeds of another tax-exempt obligation (e,g" bond bank) 9b
10 If the issuer has designated any issue under section 265(b)(3)(B)(i)(lIl) (small issuer exception), check this box
11 If any obligation is in the form of a lease or installment sale, check this box .
12 If the issuer has elected to a a enalt in lieu of arbitra e rebate, check this box
6
Room/suite
5 Report number
5
7 Telephone number of officer or legal representative
( 727 ) 562-4520
o or on a consolidated basis 0 '
96,822.16
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Sign
Here
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,
~ Issue~~at:'~
(,\~I~ ~ Margaret L. Simmons, Finance Direc
Date , Type or print name and title
General Instructions
Section references are to the Internal
Revenue Code unless otherwise noted.
Purpose of Form
Form 8038-GC is used by the issuers of
tax-exempt governmental obligations to
provide the IRS with the information required
by section 149(e) and to monitor the
requirements of sections 141 through 150,
Who Must File
Issuers of tax-exempt governmental
obligations with issue prices of less than
$100,000 must file Form 8038-GC.
Issuers of a tax-exempt governmental
obligation with an issue price of $100,000 or
more must file Form 8038-G, Information
Return for Tax-Exempt Governmental
Obligations,
Filing a separate return, Issuers have the
option to file a separate Form 8038-GC for
any tax-exempt governmental obligation with
an issue price of less than $100,000,
An issuer of a tax-exempt bond used to
finance construction expenditures must file a
separate Form 8038-GC for each issue to
give notice to the IRS that an election was
made to pay a penalty in lieu of arbitrage
rebate (see the line 12 instructions),
Filing a consolidated return. For all
tax-exempt governmental obligations with
issue prices of less than $100,000 that are
not reported on a separate Form 8038-GC,
an issuer must file a consolidated information
return including all such issues issued within
the calendar year.
Thus, an issuer may file a separate Form
8038-GC for each of a number of small
issues and report the remainder of small
issues issued during the calendar year on one
consolidated Form 8038-GC, However, a
separate Form 8038-GC must be filed to give
the IRS notice of the election to pay a penalty
in lieu of arbitrage rebate,
When To File
To file a separate return, file Form 8038-GC
on or before the 15th day of the second
calendar month after the close of the
calendar quarter in which the issue is issued,
To file a consolidated return, file Form
8038-GC on or before February 15th of the
calendar year following the year in which the
issue is issued.
Late filing. An issuer may be granted an
extension of time to file Form 8038-GC under
Section 3 of Rev. Proc, 88-10, 1988-1 C.B,
635, if it is determined that the failure to file
on time is not due to willful neglect. Type or
print at the top of the form, "This Statement
Is Submitted in Accordance with Rev, Proc,
88-10," Attach to the Form 8038-GC a letter
briefly stating why the form was not
submitted to the IRS on time. Also indicate
whether the obligation in question is under
examination by the IRS, Do not submit copies
of any bond documents, leases, or installment
sale documents, See Where To File below,
Where To File
File Form 8038-GC, and any attachments,
with the Internal Revenue Service Center,
Ogden, UT 84201.
Other Forms That May Be Required
For rebating arbitrage (or paying a penalty in
lieu of arbitrage rebate) to the Federal
government, use Form 8038-T, Arbitrage
Rebate and Penalty in Lieu of Arbitrage
Rebate, For private activity bonds, use Form
8038, Information Return for Tax-Exempt
Private Activity Bond Issues.
Rounding to Whole Dollars
You may show the money items on this
return as whole-dollar amounts, To do so,
drop any amount less than 50 cents and
increase any amount from 50 to 99 cents to
the next higher dollar.
Definitions
Obligations. This refers to a single
tax-exempt governmental obligation if Form
8038-GC is used for separate reporting or to
multiple tax-exempt governmental obligations
if the form is used for consolidated reporting,
Tax-exempt obligation. This is a bond,
installment purchase agreement, or financial
lease, on which the interest is excluded from
income under section 103,
Tax-exempt governmental obligation, A
tax-exempt obligation that is not a private
activity bond (see below) is a tax-exempt
governmental obligation. This includes a bond
issued by a qualified volunteer fire
department under section 150(e),
Private activity bond. This includes an
obligation issued as part of an issue in which:
. More than 10% of the proceeds are to be
used for any private activity business use,
and
Cat. No, 64108B
Form 8038-GC (Rev, 11-2000)