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EQUIPMENT SCHEDULE NO 001 TO MASTER LEASE/PURCHASE AGREEMENT4,1 EQUIPMENT SCHEDULE NO. 001 TO MASTER LEASE/PURCHASE AGREEMENT EXHIBIT A The following described Equipment comprises an Equipment Group which is the subject of the Master Lease/Purchase Agreement IJease No. 1048,1, dated as of January 14, 2019 (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. If any term of this Equipment Schedule conflicts or is inconsistent with any term of the Agreement, the terms of this E'tluipment Schedule shall govern. Lessee warrants that no Event of Nonappropriation 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. 1. Equipment Group. The cost of the Equipment Group to be funded by Lessor under this Lease is $2,648,244.15. The Equipment Group consists of the Equipment which has been or shall be purchased from the Vendor(s) named and the prices set forth on the following attached ANNEX A : 2. Location of Equipment Group. The Equipment Group is essential to the governmental functions of Lessee. The Equipment Group is or will be located (or, in the case of Equipment constituting vehicles, housed) at the address(es) described in the Equipment Group on attached ANNEX A . [ANNEX A - EQUIPMENT GROUP ON FOLLOWING PAGE] [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK] STEFL Form Master Lease/Purchase Agreement (1/2018) ANNEX A EQUIPMENT GROUP G4923 Southport Truck Group 7528 US Hwy, 301N Tampa, FL 33637 ph 813-262-0890 19000116 2020 Freightliner 1FVACSFT3LHLP2209 1900 Grand Ave, Clearwater, FL 33765 $194,995.00 G4808 Trucks & Parts of Tampa, LLC 105 South 50th Street, Tampa, FL 33619 ph 813-247-6637 19000633 2020 Mac Sheet & Post Walking Floor 5MAMN4826LW054607 1701 N. Hercules Ave, Clearwater, FL 33765 $88,789.00 G4809 Trucks & Parts of Tampa, LLC 105 South 50th Street, Tampa, FL 33619 ph 813-247-6637 19000633 2020 Mac Sheet & Post Walking Floor 5MAMN4828LW054608 1701 N. Hercules Ave, Clearwater, FL 33765 $88,789.00 G4810 Trucks & Parts of Tampa, LLC 105 South 50th Street, Tampa, FL 33619 ph 813-247-6637 19000633 2020 Mac Sheet & Post Walking Floor 5MAMN482XLW054609 1701 N. Hercules Ave, Clearwater, FL 33765 $88,789.00 G4811 Trucks & Parts of Tampa, LLC 105 South 50th Street, Tampa, FL 33619 ph 813-247-6637 19000633 2020 Mac Sheet & Post Walking Floor 5MAMN4826LW054610 1701 N. Hercules Ave, Clearwater, FL 33765 $88,789.00 G4812 Trucks & Parts of Tampa, LLC 105 South 50th Street, Tampa, FL 33619 ph 813-247-6637 19000633 2020 Mac Sheet & Post Walking Floor 5MAMN4828LW054611 1701 N. Hercules Ave, Clearwater, FL 33765 $88,789.00 G4813 Trucks & Parts of Tampa, LLC 105 South 50th Street, Tampa, FL 33619 ph 813-247-6637 19000633 2020 Mac Sheet & Post Walking Floor SMAMN482XLW054612 1701 N. Hercules Ave, Clearwater, FL 33765 $88,789.00 G4814 Trucks & Parts of Tampa, LLC 105 South 50th Street, Tampa, FL 33619 ph 813-247-6637 19000633 2020 Mac Sheet & Post Walking Floor 5MAMN4821LW054613 1701 N. Hercules Ave, Clearwater, FL 33765 $88,789.00 G4815 Trucks & Parts of Tampa, LLC 105 South 50th Street, Tampa, FL 33619 ph 813-247-6637 19000633 2020 Mac Sheet & Post Walking Floor 5MAMN4825LW054615 1701 N. Hercules Ave, Clearwater, FL 33765 $88,789.00 2 STEFL Form Master Lease/Purchase Agreement (1/2018) G4816 Trucks & Parts of Tampa, LLC 105 South 50th Street, Tampa, FL 33619 ph 813-247-6637 19000633 2020 Mac Sheet & Post Walking Floor 5MAMN4823LW054614 1701 N. Hercules Ave, Clearwater, FL 33765 $88,789.00 64820 Alan Jay 5330 Us Highway 27 S Sebring, FL 33870 Ph 863.402.4234 19000824 2019 Ford X2X 1FBAX2XM9KKB31590 1900 Grand Ave, Clearwater, FL 33765 $36,069.00 64796 V , Alan Jay 5330 Us Highway 27 S 19000420 2019 Ford X2A 1FT7X2A69KEE06082 1900 Grand Ave, Clearwater, FL 33765 $40,428.00 04694 SunState International Trucks, LLC 6020 East Adamo Dr. Tampa, FL 33616 ph. 813.621.1331 19000107 2020 International HV613 6X4 3HAESTZT7LL819329 1900 Grand Ave, Clearwater, FL 33765 $249,067.00 G4777 Alan Jay 5330 Us Highway 27 S Sebring FL 33870 Ph 863.402.4234 19000304 2019 Ford R1C 1FTYR1CM1KKA53777 1900 Grand Ave, Clearwater, FL 33765 $26,719.00 G4795 Alan Jay 5330 Us Highway 27 S Sebring, FL 33870 Ph 863.402.4234 19000420 2019 Ford X2A 1FTX2A67KEE06081 1900 Grand Ave, Clearwater, FL 33765 $40,428.00 G4793 Rush Truck Center, Tampa 8111 East Adamo Dr. Tampa, FL ph 800-575-7383 19000421 2020 Peterbilt 567 1NPCDHOX4LD640294 1900 Grand Ave, Clearwater, FL 33765 $203,546.50 G4791 Alan Jay 5330 Us Highway 27 S Sebring FL 33870 Ph 863.402.4234 19000419 2019 Ford F4G 1FDUF4GY2KEE58238 1900 Grand Ave, Clearwater, FL 33765 $41,405.00 G4821 Garber Ford Buick GMC, Inc. 3340 US -17, Green Cove Springs, FL 32043 19000879 2019 Chevy Tahoe 1GNLCDEC8KR357995 1900 Grand Ave, Clearwater, FL 33765 $32,430.00 64790 Alan Jay 5330 Us Highway 27 S Sebring, FL 33870 Ph 863.402.4234 19000419 2019 Ford F1C 1FTMF1C54KKC91476 1900 Grand Ave, Clearwater, FL 33765 $37,655.00 64807 Ring Power Corp 10421 Fern Hill Dr.Riverview, FL ph 904-737-7730 19000632 Caterpillar 906M Compact Wheel Loader H6604097 1900 Grand Ave, Clearwater, FL 33765 $87,084.00 3 STEFL Form Master Lease/Purchase Agreement (1/2018) G4735 Ten -8 Fire Equipment, Inc. 2904 59th Ave. Dr. East Bradenton, FL 34203 19000192 Pierce Heavy Duty Velocity Pumper 4P1BAAFFXKA020607 1716 N. Belcher Road, Clearwater, FL 33765 $326,603.00 G4735 Ten -8 Fire Equipment, Inc. 2904 59th Ave. Dr. East Bradenton, FL 34203 19000192 Pierce Heavy Duty Velocity Pumper 1716 N. Belcher Road, Clearwater, FL 33765 $317,047.00 G4823 Garber Ford Buick GMC, Inc, 3340 US -17, Green Cove Springs, FL 32043 190000939 2019 Ford Escape 1FMCUOF7XKUC07220 1900 Grand Ave, Clearwater, FL 33765 $19,933.00 G4786 Rush Truck Center, Tampa 8111 East Adamo Dr. Tampa, FL 33619 ph 800- 575-7383 19000402 2020 Peterbilt 337 2NP2HM8X0LM639988 1900 Grand Ave, Clearwater, FL 33765 $168,932.00 Extensys, Inc. 253 Pine Ave. N. Building B, Oldsmar, FL 34677 ph 813-855-3900 19001358 (4) Cisco Network Equipment ($1,793.76 each) Serial Nos: FJB2325A00F, FJB2325A00M, FJC2325E003, FJC2325S001 100 Myrtle Ave 3rd Fl Clearwater, FL 33756 $22,578.76 (4) Power Supply ($350.00 each) Serial Nos: ART2249POJZ, ART2249P0K4, ART2249P0M7, ART2249P6R4 100 Myrtle Ave 3rd Fl Clearwater, FL 33756 (4) Cisco Pluggable Storage ($420.00 each) Serial Nos: STP2308185A, STP2308185D, STP230819AH, STP230819A0 100 Myrtle Ave 3rd Fl Clearwater, FL 33756 (4) Cisco Caalyst 9300 Network Module 8X ($714,00 each) Serial Nos: FJZ23240Y27, FJZ23240512, FJZ23241996, FJZ23241998 100 Myrtle Ave 3rd Fl Clearwater, FL 33756 Extensys, Inc. 253 Pine Ave. N. Building B, Oldsmar, FL 34677 ph 813-855-3900 19001364 (1) Cisco Catalyst 3650 24Port Serial No. FD02315V05E Mini, 2x1G 2x1OG Uplink, LAN Base 100 Myrtle Ave 3rd Fl Clearwater, FL 33756 $1,752.00 Extensys, Inc. 253 Pine Ave. N. Building B, Oldsmar, FL 34677 ph 813-855-3900 19001366 (1) Cisco SMARTnet 100 Myrtle Ave 3rd Fl Clearwater, FL 33756 $2,470.89 TOTAL $2,648,244.15 3. Lease Date. The Lease Date for this Equipment Schedule is October 22, 2019. 4. Interest Accrual Date. The amounts of the interest component of Rental Payments payable under this Equipment Schedule have been calculated based on the assumption that the proceeds of this Equipment Schedule were disbursed on the Lease Date, and such payments of interest component will be payable as set forth in the Payment Schedule regardless of when the proceeds of this Equipment Schedule were actually disbursed. 5. Intentionally Omitted. 6. Payment Schedule. The Payment Schedule is attached to this Equipment Schedule as Exhibit 1. 7. Acceptance Certificate. The form of Acceptance Certificate is attached to this Equipment Schedule as Exhibit 2. 8. Lessee's Certificate. The Lessee's General and Tax Certificate is attached to this Equipment Schedule as Exhibit 3. 9. Opinion. The opinion of Lessee's counsel is attached to this Equipment Schedule as Exhibit 4. 4 STEFL Form Master Lease/Purchase Agreement (1/2018) 10. Proceeds. Lessor shall disburse the proceeds of this Equipment Schedule in accordance with the instructions attached hereto as Exhibit 5. 11. Insurance. Solely with respect to this Lease, Lessee may self -insure against the risks described in Sections 7.1 and 7.2 of the Agreement; provided that Lessor may require that Lessee obtain third party insurance in accordance with the requirements of Article VII of the Agreement if an Event of Default occurs. A letter from Lessee's risk manager or insurance consultant is attached as Exhibit 6. 12. Form 8038-G or -GC. The Form 8038-G or Form 8038 -GC with respect to the Lease is attached to this Equipment Schedule as Exhibit 7. [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK] [SIGNATURES ON NEXT PAGE] 5 STEFL Form Master Lease/Purchase Agreement (1/2018) EXECUTION PAGE OF SCHEDULE NO. 001 TO MASTER LEASE/PURCHASE AGREEMENT IN WITNESS WHEREOF, Lessor has caused this Equipment Schedule to be executed in its corporate name by its duly authorized officer, and Lessee has caused this Equipment Schedule to be executed in its name by its duly authorized officer. CITY OF CLEARWATER, FLORIDA, Lessee BY: IAI,1AA2..D �4n.1i-xL Name: William B. Horne II Title: City Manager SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessor By: Name: Title: 4ffecwid_ effanie Ragigui Vice President Address: Address: 100 SOUTH MYRTLE AVENUE P.O. Box 4418 CLEARWATER FL 33756 Atlanta, GA 30302 Telephone: (727)562-4530 Facsimile: (727)562-4535 E-mail address: Countersigned: ' cCorref1 Cr (3, k) George N. Cretekos Mayor Pamela K. Akin City Attorney Form: 6 STEFL Form Master Lease/Purchase Agreement (1/2018) Exhibit 1 to Equipment Schedule No. 001 Master Lease/Purchase Agreement dated January 14, 2019 PAYMENT SCHEDULE The annual interest rate applicable to this Equipment Schedule shall be two and 06/100ths percent (2.060%). Lessee will make Rental Payments each consisting of principal and interest as set forth below for a Lease Term of sixty (60) months. Lessee may prepay all of the Rental Payments and other obligations hereunder in whole, but not in part, on each Payment Date. The first Payment Date on which Lessee may make such prepayment is January 1, 2020. Payment Payment Number Date Takedown 10/22/2019 1/1/2020 4/1/2020 7/1/2020 4 10/1/2020 5 1/1/2021 6 4/1/2021 7/1/2021' 8 10/1/20214 9 1/1/2022; 10 4/1/2024 7/1/2022 12 10/1/20221 13 __. 1/1/2023; 14 4/1/2023 15 7/1/2023 16 10/1/2023` 17 1/1/2024; 18 4/1/2024 19 7/1/2024 20 10/1/2024 $2,648,244.15 Total $2,648,244.15 Total Interest Principal Prepayment Payment Component Component 'Price* $ - NA 140,415 99 $ 10,456.15 $ 129,959.84 1$ 441,589.98 $ 140,415.99 $ 12,969.16 $ 127,446.8.3 $ 419,553.31 $ 140,415.99 $ 12,312.81 $ $ 128,103.18397,387.17 $ 140,415.99 $ 11,653.08 $ 128,762.91 $ 375,090.81 $ 140,415.99 $ 10,989.95 $ 129,426.04 $ 349,239.54 $ 140,415.99 $ 10,323.40 $ 130,092.59 $ 326,899.45 $ 140,415.99 $ 9,653.43 $ 130,762.56 $ 304,428.11 $ 140,415.99 $ 8,980.00 $ 131,435.99 . $ 281,824.75 $ 140,415.99 $ 8,303.11 $ 132,112 88 ; $ 256,548.51 140,415.99 $ 7,622 72 $ 132,793.27 $ 233,902.99 133,477.15 $ 211,124.43 134,164 56 $188,212 05 132,549.32 1$ 163,529.76 138,109.81 $ 4,877.86 $ 133,231.95 1' $ 140,576.90 138,109.81 $ 4,191.71 $ 133,918.10 $ 117,489.18 138,109.81 $ 3,502.03 $ 134,607.78 138,109.81 $ 2,808.80 $ 135,301.01 $ 138,109.81 $ 2,112.00 $ 135,997.81 $ 47,409.01 $ 138,109.81 $ 1,411.62 $ 136,698.19 , $ 23,773.93 $ 138,109.81 $ 707.62 $ 137,402.19 $ 0.00 140,415.99 $ 6,938.84 140,415 99 $ 6,251.43 138,109.81 $ 5,560.49 $ 94,265.83 $ 70,906.04 $ 2,789,870.36 $ 141,626.21 $2,648,244.15 * After payment of the Rental Payment due on such date. Countersigned: -Cte00(\e-Aertt'OS George N. Cretekos, Mayor tpi.oved as Form: L L Pamela K. Akin, City Attorney City Attorney CITY OF CLEARWATER, FLORIDA, Lessee By W ALIAA 144. Name: William B. Horne II Title: City Manager STEFL Form Master Lease/Purchase Agreement (1/2018) Exhibit 2 to Equipment Schedule No. 001 Master Lease/Purchase Agreement dated as of January 14, 2019 ACCEPTANCE CERTIFICATE SUNTRUST EQUIPMENT FINANCE & LEASING CORP. 3333 Peachtree Street, 4th Floor Atlanta, GA 30326 Ladies and Gentlemen: I, the undersigned, hereby certify that I am the duly qualified and acting officer of Lessee identified below and, with respect to the above referenced Equipment Schedule and Lease, that: 1. The Equipment Group subject to the Equipment Schedule and the Lease has been delivered and installed in its entirety in accordance with the Specifications, is in good working order and is fully operational and has been fully and unconditionally accepted by Lessee on or before the date hereof. 2. Attached hereto are true and correct copies of the manufacturers' and dealers' invoices for the Equipment Group. 3. 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 budget year of Lessee. Such moneys will be applied in payment of all such Rental Payments due and payable during such current budget year. 4. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Lease) exists as of the date hereof. Date: OLP-u-4' i'%i .20 9 CITY OF CLEARWATER, FLORIDA, Lessee BY: (A) ii01-; Name: William B. Horne II Title: City Manager Countersigned: •—c(e,oRtc\tet4,t10 George N. Cretekos Mayor r ved as to orm: amela K. Akin City Attorney 2 STEFL Form Master Lease/Purchase Agreement (1/2018) Exhibit 3 to Equipment Schedule No. 001 Master Lease/Purchase Agreement dated as of January 14, 2019 LESSEE'S GENERAL AND TAX CERTIFICATE Capitalized terms used without definition in this Certificate have the meanings given in the Master Lease/Purchase Agreement dated as of January 14, 2019 (the "Master Agreement") between Lessor and Lessee. The undersigned, being the duly elected, qualified and acting City Clerk of Lessee, does hereby certify, as of the Lease Date for the Lease (the "Lease") represented by Equipment Schedule No. 001 (the "Equipment Schedule") to the Master Agreement, as follows: 1. Lessee did, at a meeting of the governing body of the Lessee held on February 21, 2019, by resolution or ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of the Master Agreement, Equipment Schedule and each document executed in connection therewith by the authorized representative of Lessee identified below (the "Authorized Representative"). 2. The name and title of the Authorized Representative is set forth below, and the signature set forth below is the true and authentic signature of the Authorized Representative. NAME TITLE SIGNATURE William B. Horne II City Manager 1644.41 3. The meeting(s) of the governing body of the Lessee at which the Master Agreement and the Equipment Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Equipment Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of Lessee relating to the authorization and delivery of Master Agreement and the Equipment Schedule have been: (a) held within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in accordance with internal procedures of the governing body and all applicable open meeting laws; and (d) conducted in accordance with the charter of the Lessee, if any, and the laws of the State. 4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default or an Event of Nonappropriation exists as of the date hereof with respect to the Lease or any other Lease under the Master Agreement. 5. The acquisition of the Equipment Group under the Lease has been duly authorized by the governing body of Lessee. 6. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Rental Payments scheduled to come due during the current budget year under the Lease and to meet its other obligations for the current budget year and such funds have not been expended for other purposes. 7. As of the date hereof, no litigation is pending (or, to my knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Equipment Schedule or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Equipment Schedule, or the validity of the Master Agreement or the Equipment Schedule, or the payment of principal of or interest on, the Lease; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Equipment Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Equipment Schedule. 8. Lessee has not designated the Lease as a "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the Code. IN WITNESS WHEREOF, I have duly executed this certificate as of the Lease Date. By. YLa-) C at Name: Rosemarie Call Title: City Clerk STEFL Form CITY ATTORNEY'S OFFICE October 22, 2019 CITY OF CLEARWATER POST OFFICE Box 4748, CLEARWATER, FLORIDA 33736-4748 600 CLEVELAND STREET, SUITE 600, CLEARWATER, FL 33733 TELEPHONE (727) 562-4010 FAN (727) 562-4021 OPINION OF LESSEE'S COUNSEL SUNTRUST EQUIPMENT FINANCE & LEASING CORP. 3333 Peachtree Street, 4th Floor Atlanta, GA 30326 Re: Equipment Schedule No. 001, effective as of October 22, 2019 (the "Equipment Schedule") to Master Lease/Purchase Agreement dated as of January 14, 2019 (the "Agreement") by and between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ("Lessor") and CITY OF CLEARWATER, FLORIDA ("Lessee") Ladies and Gentlemen: I have acted as counsel to Lessee with respect to the Agreement, Equipment Schedule and related matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreement and the Equipment Schedule. The Agreement and the Equipment Schedule are referred to herein as the "Financing Documents." The terms capitalized in this opinion but not defined herein shall have the meanings assigned to them in the Financing Documents. Based upon the examination of the Financing Documents and such other documents as we have deemed relevant, it is our opinion, as of the Lease Date specified in the Equipment Schedule, that: 1. Lessee is the State or Commonwealth of FL (the "State") or a political subdivision of the State, in each case within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended, and is duly organized, existing and operating under the Constitution and laws of the State. 2. Lessee is authorized and has the power under applicable law to enter into the Financing Documents and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Financing Documents have been duly authorized, executed and delivered by and on behalf of Lessee and are legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. Jay Polgiaze. Councilmember Dr. Bob Cundiff, Councilmember George N. Cretekos, Mayor David Allbritton, Councilxnember Hoyt Hamilton, Councilmember "Fqual Employment and Affirmative Action Employer" 4. The authorization and execution of the Financing Documents and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable open meeting, public records, public bidding and all other laws, rules and regulations of the State. Lessee has obtained all consents and approvals of other governmental agencies or authorities which may be required for the execution, delivery and performance by Lessee of the Financing Documents. 5. The execution of the Financing Documents and the obligation to pay the Rental Payments coming due thereunder do not and will not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. 6. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body that challenges the organization or existence of Lessee, the authority of Lessee or its officers or its employees to enter into the Financing Documents, the proper authorization and/or execution of the Financing Documents or the documents contemplated thereby, the obligation of Lessee to make Rental Payments under the Lease, or the ability of Lessee otherwise to perform its obligations under the Financing Documents and the transactions contemplated thereby. To the best of our knowledge, no such litigation, action, suit or proceeding is threatened. This opinion may be relied upon by the addressee hereof and its successors and assignees of its interests in the Lease, but only with regard to matters specifically set forth herein. Sincerely, Pamela K. Akin City Attorney (GM 18-9821-037!241377/I ) STEFL Form Master Lease/Purchase Agreement (1/2018) Exhibit 5 to Equipment Schedule No. 001 Master Lease/Purchase Agreement dated as of January 14, 2019 INSTRUCTION TO PAY PROCEEDS The undersigned, an Authorized Representative of the Lessee hereby requests and authorizes Lessor to disburse the net proceeds of the above -referenced Equipment Schedule as follows: Name of Payee: CITY OF CLEARWATER, FLORIDA Wire Instructions as follows: Pay to Bank Name: Wells Fargo Bank, N.A. Bank Address: 1235 S Missouri Ave, Clearwater, FL 33756 Bank Phone #: 800-869-3557 For Account of: City of Clearwater, FL Concentration Account Account No.: 4053613063 ABA No.: 121000248 Lessee acknowledges and agrees that any reimbursement to Lessee of payments previously made by Lessee to any Vendor must comply with U.S. Treasury Regulation Section 1.150-2 and that Lessee shall be required to provide any documentation requested by Lessor to confirm such compliance. CITY OF CLEARWATER, FLORIDA, FLORIDA Approved as to Form: By: Name: William B. Horne II Title: City Manager Dated: Pamela K. Akin City Attorney Countersigned: George N. Cretekos Mayor STEFL Form Master Lease/Purchase Agreement (1/2018) Exhibit 6 to Equipment Schedule No. 001 Master Lease/Purchase Agreement dated January 14, 2019 SUNTRUST EQUIPMENT FINANCE & LEASING CORP. 3333 Peachtree Street, 4th Floor Atlanta, GA 30326 Ladies and Gentlemen: The undersigned is the risk manager or insurance consultant for CITY OF CLEARWATER, FLORIDA (the "Lessee"), and in such connection the undersigned is familiar with Lessee's insurance and self-insurance arrangements. In connection with Equipment Schedule No. 001 (the "Equipment Schedule") to the Master Lease/Purchase Agreement dated as of January 14, 2019 (the "Master Agreement"), between Lessee and SunTrust Equipment Finance & Leasing Corp. (the "Lessor"), the undersigned makes the following certifications to Lessor, as of the Lease Date for the Lease represented by the Equipment Schedule. Capitalized terms used but not defined herein have the meanings given in the Master Agreement. 1. Lessee is self-insured for damage or destruction to the Equipment described in the Equipment Schedule (the "Equipment"). The dollar amount limit for property damage to the Equipment under such self-insurance program is $ 500,000 SIR . [Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for property damage to the Equipment which policy has a dollar limit for property damage to the Equipment under such policy of $ 7 million occurrence/$14]rnillion aggregate 2. Lessee is self-insured for liability for injury or death of any person or damage or loss of property arising out of or relating to the condition or operation of the Equipment. The dollar limit for such liability claims under the Lessee's self-insurance program is $ 500,000 SIR . Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for liability which policy has a dollar limit for liabilities for injury and death to persons as well as damage or loss of property arising out of or relating to the condition or operation of the Equipment in the amount of $ 7 million occurrence/$14 million aggregate [3]. Lessee maintains a self-insurance fund. Monies in the self-insurance fund [are/are not] subject to annual appropriation. The total amount maintained in the self-insurance fund to cover Lessee's self-insurance liabilities is $ 9,750,000 . [Amounts paid from Lessee's self-insurance fund are subject to a dollar per claim of $ 500,000 SIR .] OR: [3]. The Lessee does not maintain a self-insurance fund. The Lessee obtains funds to pay claims for which it has self-insured from the following sources: . Amounts payable for claims from such sources are limited as follows: Very truly yours, Title: ame: "ick J. Osorio, AIC, SCLA Ti Risk Manager, City of Clearwater STEFL Form Master Lease/Purchase Agreement (1/2018) Form 8038-G (Rev. September 2011) Department of the Treasury Internal Revenue Service 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. OMB No. 1545-0720 Part I Reporting Authority If Amended Return, check here ► ❑ 1 Issuer's name City of Clearwater 2 Issuer's employer identification number (EIN) 59-6000289 3a Name of person (other than issuer) with whom the IRS may communicate about this retum (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) PO Box 4748 Room/suite 5 Report number (For IRS Use Only) 13 6 City, town, or post office, state, and ZIP code Clearwater, FL 33758-4748 7 Date of issue October 22, 2019 8 Name of issue Master Lease Agreement No. 20-A 9 CUSIP number none 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see instructions) Clement Vericker, Specialized Debt Accounting Manager 10b Telephone number of officer or other employee shown on 10a 727-562-4520 art 11 ype of Issue (enter the issue price). See the instructions and attach schedule. Education 12 Health and hospital 13 Transportation 14 Public safety 15 Environment (including sewage bonds) 16 Housing 17 Utilities 18 Other. Describe ► Various equipment for City use 19 If obligations are TANs or RANs, check only box 19a ► 0 If obligations are BANs, check only box 19b ► 0 20 If obligations are in the form of a lease or installment sale, check box ► ❑✓ Part 1I1 Description of Obligations. Complete for the entire issue for which thi 11 12 13 14 15 16 17 18 2,621,442 50 21 (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted .. average maturity (e) Yield 10/01/2024 $ 2,621,442.50 $ N/A 5 years 2.06 % ses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest 22 26 Issue price of entire issue (enter amount from line 21, column (b)) 23 24 Proceeds used for bond issuance costs (including underwriters' discount) . . 24 N/A 25 Proceeds used for credit enhancement 25 26 Proceeds allocated to reasonably required reserve or replacement fund . 26 27 Proceeds used to currently refund prior issues 28 Proceeds used to advance refund prior issues 29 Total (add lines 24 through 28) 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 27 28 Part V 31 32 33 34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) 29 30 Description of Refunded Bonds. Complete this part only for refunding bonds. Enter the remaining weighted average maturity of the bonds to be currently refunded . ► N/A years Enter the remaining weighted average maturity of the bonds to be advance refunded . ► years Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) ► For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2011) Form 8038-G (Rev. 9-2011) Part VI 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 (GIC) (see instructions) b Enter the final maturity date of the GIC ► c Enter the name of the GIC provider ► 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information: b Enter the date of the master pool obligation ► c Enter the EIN of the issuer of the master pool obligation ► I d I Enter the name of the issuer of the master pool obligation ► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ► 0 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► 0 41I a If the issuer has identified a hedge, check here ► 0 and enter the following information: b Name of hedge provider ► c Type of hedge ► d Term of hedge ► 42 If the issuer has superintegrated the hedge, check box ► ❑ 43 ' If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated '� according to the requirements under the Code and Regulations (see instructions), check box P.❑ 44 ilf the issuer has established written procedures to monitor the requirements of section 148, check box ► ❑J 45a If some portion of the proceeds was used to reimburse expenditures, check here ► 0 and enter the amount of reimbursement 10- b b Enter the date the official intent was adopted ► Page 2 Signature and Consent Under penalties of perjury, I declare that I have examined this retum and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's retum information, as necessary to process this retum, to the person that I have authorized above. Signature of issuer's authorized representative Date Brian J. Ravins, Finance Director Type or print name and title Paid Preparer Use Only Print/Type preparer's name Preparer's signature Date Check ❑ if self-employed PTIN Firm's name ► Firm's address ► Firm's EIN ► Phone no. Form 8038-G (Rev. 9-2011) Form 8038 -GC (Rev. May 2009) Department of the Treasury Intemal Revenue Service Information Return for Small Tax -Exempt Governmental Bond Issues, Leases, and Installment Sales ► Under Internal Revenue Code section 149(e) Caution: If the issue price of the issue is $100,000 or more, use Form 8038-G. OMB No. 1545-0720 Part Reoortina Authori Check box if Amended Return P. 0 1 Issuer's name City of Clearwater 2 Issuer's employer identification number 59 ; 6000289 3 Number and street (or P.O. box if mail is not delivered to street address) PO Box 4748 Room/suite 4 City, town, or post office, state, and ZIP code Clearwater, FL 33758-4748 5 Report number (For IRS Use Only) 5 6 Name and title of officer or legal representative whom the IRS may call for more information Clement Vericker, Specialized Debt Accounting Manager 7 Telephone number of officer or legal representative ( 727 ) 562-4520 Part 1I Description of Obligations Check one: a single issue ❑✓ or a consolidated return ❑. 8a Issue price of obligation(s) (see instructions) b Issue date (single issue) or calendar date (consolidated). Enter date in mm/dd/yyyy format (for example, 01/01/2009) (see instructions) ► 10 / 22 / 2019 9 Amount of the reported obligation(s) on line 8a that is: a For leases for vehicles b For leases for office equipment c For leases for real property d For leases for other (see instructions) e For bank loans for vehicles f For bank loans for office equipment g h For bank loans for other (see instructions) i Used to refund prior issue(s) j Representing a loan from the proceeds of another tax-exempt obligation (for example, bond bank) k Other 10 If the issuer has designated any issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check this box 11 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check this box (see instructions) 12 Vendor's or bank's name: SunTrust Equipment Finance & LeasingCorp 13 Vendor's or bank's employer identification number: 26 1256148 For bank loans for real property 8a 9a 26,801 65 9b 26,801 65 9c 9d 9e 9f 9g 9h 9i 9j 9k 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. Issuer's authorized representative Brian J. Ravins, Finance Director Date Type or print name and title Paid Preparer's Use Only Preparer's signature Date Check If self-employed ❑ Preparer's SSN or PTIN Firm's name (or yours if self-employed), address, and ZIP code EIN General Instructions Section references am to the Intemal Revenue Code unless otherwise noted. Purpose of Form Form 8038 -GC is used by the Issuers of tax-exempt govemmental 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 govemmental 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 for a single issue. Issuers have the option to file a separate Form 8038 -GC for any tax-exempt govemmental 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 11 instructions). Filing a consolidated retum for multiple issues. 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 retum 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 retum for a single issue, 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 retum for multiple issues, 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. Phone no. ( ) Proc. 2002-48, 2002-2 C.B. 531, Hit is determined that he failure to file on time is not due to willful neglect. Type or print at the top of the form "Request for Relief under Section 3 of Rev. Proc. 2002-48." 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 Department of the Treasury, Intemal 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, Yield Reduction and Penalty in Lieu of Arbitrage Rebate. For private activity bonds, use Form 8038, Information Retum for Tax -Exempt Private Activity Bond Issues. Form 8038 -GC Receipt Acknowledgement If you wish to request an acknowledgement receipt of this retum by the IRS you must provide the following: Cat. No. 64108B Form 8038 -GC (Rev. 5-2009)