EQUIPMENT SCHEDULE NO. 28 TO LEASE NO. 02295
1/24/2008 :FL-Bq-nesc.doc/rev. 08/00stl
CITY OF CLEARWATER, FLORIDA
INDEX TO LEGAL DOCUMENTS
NON BANK-QUALIFIED NON-ESCROW
Master Lease Agreement; ON FILE
Exhibit A - Equipment Schedule No. 28;
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.
EQUIPMENT SCHEDULE NO. 28
TO LEASE NO. 02295
EXHIBIT A
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 $669,348.44 (the "Acquisition Cost"). The Equipment
Group consists of the following Equipment which has been or shall be purchased from the Vendor(s) named below for the prices set forth
below:
One (1) 2007 40 CY EZ Pack Front Loader Bodies SIN R003000016
One (1) 200740 CY EZ Pack Front Loader Bodies SIN R003000017
One (1) 2007 40 CY EZ Pack Front Loader Bodies SIN R003000018
One (1) 2007 Ford F450 Cab & Chassis VIN: 1FDXF46R98EC13971
One (1) 2008 Ford F250 Pick Up Truck VIN: 1FTSF20R98EC00634
One (1) 2008 Chevrolet Express Van VIN: 1GNFG154981116981
One (1) 2006 Sterling LT 7500 Cab & Chassis VIN: 2FZHATDC56AW53462
One (1) Toro Workman 3100 Mower SIN 270000753
One (1) Toro Workman 3100 Mower SIN 270000749
One (1) Toro Workman 3100 Mower SIN 270000748
One (1) 2007 Ford F350 Cab & Chassis VIN: 1FDWF36R58EC52627
One (1) 2007 Ford F350 Cab & Chassis VIN: 1FDWF36R38EC52626
One (1) 2007 Ford F350 Cab & Chassis VIN: 1FDWW36R88EC52556
One (1) SC802 Stump Cutter VIN: 1VR2151J061000223
@ $65,860.00
@ $65,860.00
@ $65,860.00
@ $37,599.00
@ $28,370.00
@ $18,332.00
@ $217,000.00
@ $14,300.48
@ $14,300.48
@ $14,300.48
@ $28, 505.00
@ $28, 505.00
@ $28, 505.00
@ $33,910.00
The Equipment Group is or will be located at the following addressees). 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; 100 S. Myrtle Avenue, Clearwater, FL 33765
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.,
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Lessor
Bye?~
Name: Donald S. Keough
Title: Vice President
Date:
Address: 300 E. loppa Road; 7th Floor
Towson, MD 21286
Telephone: 410/307-6600
Facsimile: 410/307-6702
CITY OF CLEARWATER, FLORIDA
Lessee
By: ~l~.-;;(~
Name: Margaret L. Simmons
Title: ~i Director
Date: l 'l.e oe
Attest:
e!'his 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, certiticates,
"iders or other documents and instruments executed and delivered in connection
vith this Lease Agreement.
____.____n______...__.___._n_____ -
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ACCEPTANCE CERTIFICATE
Lease No.: 02295
Equipment Schedule: 28
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:
One (1) 200740 CY EZPack Front Loader Bodies SIN R003000016
One (1) 2007 40 CY EZ Pack Front Loader Bodies SIN R003000017
One (1) 200740 CY EZ Pack Front Loader Bodies SIN R003000018
One (1) 2007 Ford F450 Cab & Chassis VIN: IFDXF46R98ECI3971
One (1) 2008 Ford F250 Pick Up Truck VIN: IFTSF20R98EC00634
One (1) 2008 Chevrolet Express Van VIN: IGNFG154981116981
One (1) 2006 Sterling LT 7500 Cab & Chassis VIN: 2FZHATDC56AW53462
One (1) Toro Workman 3100 Mower SIN 270000753
One (1) Toro Workman 3100 Mower SIN 270000749
One (1) Toro Workman 3100 Mower SIN 270000748
One (1) 2007 Ford F350 Cab & Chassis VIN: IFDWF36R58EC52627
One (1) 2007 Ford F350 Cab & Chassis VIN: IFDWF36R38EC52626
One (1) 2007 Ford F350 Cab & Chassis VIN: IFDWW36R88EC52556
@ $65,860.00
@ $65,860.00
@ $65,860.00
@ $37,599.00
@ $28,370.00
@ $18,332.00
@ $217,000.00
@ $14,300.48
@ $14,300.48
@ $14,300.48
@ $28, 505.00
@ $28, 505.00
@ $28, 505.00
2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with Article vn 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, if any, for any Equipment which is subject to certificate of title laws.
3. Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule attached to
the Equipment Schedule. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental
Payments required to be paid under the Lease during the current Fiscal Year of Lessee. Such moneys will be applied in payment of all such
Rental Payments due and payable during such current Fiscal Year. Lessee anticipates that sufficient funds shall be available to make all
Rental Payments due in subsequent Fiscal Years.
4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the payment by
the Escrow Agent (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee in the
event such invoice prices have been previously paid by Lessee.
---K- 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.]
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CITY OF CLEARWATER, FLORIDA
Lessee
By:~1~.~
Margaret L. Simmons
Finance Director
Attest:
c~~~ ~~6~
Cynt 1 E. Goudeau
City rk
5
PAYMENT SCHEDULE
Lease Number: 02295
Equipment Schedule: 28
The Funding Date with respect to the above referenced Equipment Group shall be January 25, 2008. The Annual Interest Rate
applicable to the Equipment Group shall be 3.115%. 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 2. years. The first Rental
Payment is due on March 1,2008, and subsequent payments are due quarterly on like date thereafter.
Payment
Number
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Payment
Date
3/1/08
6/1/08
9/1/08
12/1/08
3/1/09
6/1/09
9/1/09
12/1/09
3/1/10
6/1/10
9/1/10
12/1/10
3/1/11
6/1/11
9/1/11
12/1/11
3/1/12
6/1/12
9/1/12
12/1/12
Totals
Payment
Amount
36,102.79
36,102.79
36,102.79
36,102.79
36,102.79
36,102.79
36,102.79
36,102.79
36,102.79
36,102.79
36,102.79
36,102.79
36,102.79
36,102.79
36,102.79
36,102.79
36,102.79
36,102.79
36,102.79
36,102.79
722,055.80
Principal
Comoonent
34,022.61
31,155.17
31,397.79
31,642.30
31,888.72
32,137.05
32,387.32
32,639.54
32,893.72
33,149.88
33,408.04
33,668.20
33,930.40
34,194.63
34,460.92
34,729.29
34,999.74
35,272.30
35,546.99
35,823.81
669,348.44
Interest
Comoonent
2,080.18
4,947.62
4,705.00
4,460.49
4,214.07
3,965.74
3,715.47
3,463.25
3,209.07
2,952.91
2,694.75
2,434.59
2,172.39
1,908.16
1,641.87
1,373.50
1,103.05
830.49
555.80
278.98
52,707.36
Prepayment
Price*
635,325.83
604,170.66
572,772.86
541,130.56
509,241.84
477,104.78
444,717.46
412,077.92
379,184.20
346,034.32
312,626.28
278,958.08
245,027.68
210,833.05
176,372.13
141,642.84
106,643.10
71,370.80
35,823.81
0.00
* After payment of Rental Payment due on such date.
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CITY OF CLEARWATER, FLORIDA
Lessee
By: ~/~-
Name: Margaret . Simmons
Title: ~ctor
Date: I W of>
Attest:
6
EXHIBIT B-1
[Non-Escrow]
Lease Number: 02295
Equipment Schedule: 28
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 EQUIPMENT FINANCE & LEASING CORP. ("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 $669.348.44 (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) of the Internal Revenue Code of 1986, as amended (the "Code").
Section 2. Non-Arbitrae:e Certifications.
2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or
an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the
payment of the Rental Payments due under the Financing Documents or pledged as security therefor.
2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within
fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of
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: TemDorarv Period.
4.1. Lessee has incurred or will incur, within six months from the date of issuance of the Financing Documents, binding obligations to
pay an amount equal to at least five percent (5%) of the Principal Amount toward the costs of the Equipment. An obligation is not
binding ifit is subject to contingencies within Lessee's control. The ordering and acceptance 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 (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 l48(f) of the Code, and make the annual determinations and maintain the
records required by and otherwise comply with the regulations applicable thereto.
(b) Lessee reasonably expects to cause the Equipment to be acquired and placed in service within one (1) month of the date of
issuance of the Financing Documents. If the entire Principal Amount has not been expended on the Equipment by the date that is the six-
month anniversary of the issuance of the Financing Documents, Lessee will provide evidence to Lessor that the rebate amount has been
calculated and paid to the Internal Revenue Service in accordance with Section l48(f) of the Code.
(c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond"
under Section 141 of the Code; (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of
Lessee; and (iv) the aggregate principal amount of all tax-exempt obligations (including the Lease) issued by Lessee and its subordinate
entities, if any, during the current calendar year is not reasonably expected to exceed $5,000,000. Accordingly, the rebate requirements of
Section l48( f) of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above.
Section 5. No Private Use: No Consumer Loan.
5.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more
than ten (10%) of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than
ten percent (10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property
used or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in
respect of property or borrowed money used or to be used for a Private Business Use.
In addition, if both (A) more than five percent (5%) of the Principal Amount is used as described above with respect to Private
Business Use and (B) more than five percent (5%) of the Principal Amount plus interest earned thereon is secured by Private Business
Use property or payments as described above, then the excess over such five percent (5%) (the "Excess Private Use Portion") will be used
for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal
Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess
Private Use Portion is related. For purposes of this paragraph 5.1, "Private Business Use" means use of bond proceeds or bond financed-
property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a
natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public.
5.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non-
governmental entities or to any governmental agencies other than Lessee.
Section 6. No Federal Guarantee.
6.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part,
by the United States or an agency or instrumentality thereof.
6.2. Noportion 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 l49(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 149(a) of the Code unless Lessor or its assignee agrees to act as
Lessee's agent for such purpose.
7.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings
thereon for a period of five years after payment in full under the Financing Documents.
7.3. To the best ofthe 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 January
25,2008.
CITY OF CLEARWATER, FLORIDA
Lessee
By: ~ ~.JL,,""~
Name: Margaret L. Simmons
Title: Finan Dir ctor
Date: I ze, Oe
Attest:
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9
EXHIBIT D
Lease No.: 02295
Equipment Schedule: 28
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 EQUIPMENT FINANCE & LEASING CORP..
NAME
TITLE
SIGNATURE
Margaret L. Simmons
Finance Director
lAr;t1.j~ ;(' k
IN WITNESS WHEREOF, I have duly ex"",1ed Ib;, _fioat< ""oflbi, ~ of h Udi?
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10
EXHIBIT E
[LETIERHEAD OF LESSEE'S COUNSEL]
[DATE OF LEASE]
ON FILE
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11
SELF INSURANCE LEITER TO BE PROVIDED BY LESSEE FOR EACH SCHEDULED FUNDING
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EXHIBIT G-l
Lease No.: 02295
Equipment Schedule: 28
CITY OF CLEARWATER
POST OFFICE Box 4748, CLEARWATER, FLORIDA 33758-4748
MUNICIPAL SERVICES BUILDING, 100 SOUTH MYRTIE AVENUE, CLEARWATER, FLORIDA 33756
TELEPHONE (727) 562-4650 FAX (727) 562-4659
FINANCE DEPARTMENT
RiSK MANAGEMENT DIVISION
January 28, 2008
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 coverage as shown below. 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 Official Liability: Excess
Insurance: $7,000,000 ($14,000,000 Aggregate) with State National Insurance Company with self-insured
retention of $500,000 for the policy period 10/01/07-10/01/08.
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 10/1/07-10/01/08. Employer
Liability limits are $500,000/$500,000/$500,000.
3. Emergency Medical Services (EMS) specific coverages as follows:
. EMS Medical, Professional Liability and Commercial General Liability: $1,000,000 per
Occurrence limit/$1,OOO,000 Aggregate with American Alternative Insurance Corporation for the policy
period 10/01/07-10/01/08 and EMS Excess Following Form Liability: $1,000,000 per Occurrence limit
in excess of the Total Underlying Limit.
. EMS Commercial Automobile Liability: $1,000,000 per Occurrence Combined Single Limit with
American Alternative Insurance Corporation for the policy period 10/01/07-10/01/08.
Sincerely,
~ ~/14--
Sharon G. Walton, ARM-P
Risk Manager
(i)
"EQUAl. EMPLOYMENT AND AFFIRMATIVE ACTION EMPLOYER"
SELF INSURANCE LETTER TO BE PROVIDED BY LESSEE FOR EACH SCHEDULED FUNDING
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EXHIBIT G-2
Lease Number: 02295
Equipment Schedule: 28
CITY OF CLEARWATER
POST OFFICE Box 4748, CLEARWATER, FLORIDA 33758-4748
MUNICIPAL SERVICES BUILDING, 100 SOUTH MYRTIE AVENUE, CLEARWATER, FLORIDA 33756
TELEPHONE (727) 562-4650 FAX (727) 562-4659
FINANCE DEPARTMENT
RISK MANAGEMENT DMSION
January 28, 2008
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 coverage as shown below. 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 $1 00,000
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 Official Liability: Excess
Insurance: $7,000,000 ($14,000,000 Aggregate) with State National Insurance Company with self-insured
retention of $500,000 for the policy period 10/01/07-10/01/08.
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 10/1/07-10/01/08. Employer
Liability limits are $500,000/$500,000/$500,000.
3. Emergency Medical Services (EMS) specific coverages as follows:
. EMS Medical, Professional Liability and Commercial General Liability: $1,000,000 per
Occurrence limiU$1 ,000,000 Aggregate with American Alternative Insurance Corporation for the policy
period 10/01/07-10/01/08 and EMS Excess Following Form Liability: $1,000,000 per Occurrence limit
in excess of the Total Underlying Limit.
. EMS Commercial Automobile Liability: $1,000,000 per Occurrence Combined Single Limit with
American Alternative Insurance Corporation for the policy period 10/01/07-10/01/08.
Sincerely,
~ ~/14-
Sharon G. Walton, ARM-P
Risk Manager
*
"EQUAL EMPLOYMENT AND AFFIRMATIVE ACTION EMPLOYER"
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
ADDENDUM TO EQUIPMENT SCHEDULE NO. 28
TO MASTER LEASE AGREEMENT (LEASE NO. 02295)
RELATING TO SELF-INSURANCE
THIS ADDENDUM is made as of January 25, 2008, between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. (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. 28 to the Agreement (the "Equipment") and Lessee has
requested that Lessor lease such Equipment to Lessee.
C. With respect to Equipment Schedule No. 28, 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. 28 through self-
insurance.
1/24/2008:FL-Bq-nesc.DOC/rev.08/00stl
14
6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 28 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 EQUIPMENT FINANCE & LEASING CORP.,
Lessor
C:::/
~
By:
Name: Donald S. Keough
Title: Vice President
Date:
--,
CITY OF CLEARWATER, FLORIDA
Lessee
By: l/rrJa-ttJ ,<".~
Name: Margaret . Simmons
Title: F~:a~r!9f
Date: f W a?
Attest:
~
This is counterpart No.2 of 2 serially numbered, manually executed counterparts or
this document. Possession of Counterpart No. I only, without the need to transter
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, certiticates,
riders or other documents and instruments executed and delivered in connection
with this Lease Agreement.
1/24/2008 :FL-Bq-nesc.DOC/rev. 08/00stl
15
Form 8038-G
Information Return for Tax-Exempt Governmental Obligations
~ Under Internal Revenue Code section 149(e)
~ See separate Instructions.
Caution: If the issue price is under $100,000, use Form B03B-Ge.
If Amended Return, check here ~ D
2 Issuer's employer identification number
59 : 6000289
Room/suite 4 Report number
3
OMS No. 1545-0720
(Rev. November 2000)
3
Re ortin
Issuer's name
City of Clearwater, Florida
Number and street (or P.O. box if mail is not delivered to street address)
100 S. Myrtle Avenue
City, town, or post office, state, and ZIP code
Clearwater, FL 33756
Name of issue
Master Lease Agreement No. 02295 Schedule No. 28
Name and title of officer or legal representative whom the IRS may call for more information 10
Joyce Hunt, Accountant
T e of Issue (check a
D Education
D Health and hospital
D Transportation .
D Public safety.
D Environment (including sewage bonds)
D Housing .
D Utilities . . . . . . . . . . . . . . .
III Other. Describe ~ Various Equipment for City Use
If obligations are TANs or RANs, check box ~ D If obligations are BANs, check box ~ D
If obli ations are in the form of a lease or installment sale, check box ~ D
Descri tion of Obli ations. Com lete for the entire issue for which this form is bein
669,348.44
5
6 Date of issue
January 25, 2008
8 CUSIP number
N/A
7
9
Telephone number of officer or legal representative
( 727 ) 562-4525
licable box(es) and enter the issue rice) See instructions and attach schedule
11
12
13
14
15
16
17
18
(bl Issue price
(el Stated redemption
price at maturity
(d) Weighted
average maturity
(el Yield
5
underwriters' discount)
ears
3.115 %
22
23
24
25
26
27
28
29
30
24
25
26
27
28
N/A
N/A
years
years
31
32
33
34
Enter the remaining weighted average maturity of the bonds to be currently refunded
Enter the remaining weighted average maturity of the bonds to be advance refunded
Enter the last date on which the refunded bonds will be called .
Enter the date(s) the refunded bonds were issued ~
Miscellaneous
Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5)
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
Enter the final maturity date of the guaranteed investment contract ~
Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~ D and enter the name of the
issuer ~ and the date of the issue ~
If the issuer has designated the issue under section 265(b)(3)(B)(i)(lII) (small issuer exception), check box ~ D
If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ~ D
If the issuer has identified a hed e, check box ~ D
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete.
35
36a
b
37
b
38
39
40
Sign
Here
~ Si9~~d~S}~
~ Margaret L. Simmons, Finance Dlreeto
, Type or print name and title
Cat, No. 63773S Form 8038-G (Rev. 11-2000)
Date
For Paperwork Reduction Act Notice, see page 2 of the Instructions.
*
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
PAY PROCEEDS LETTER
Date: January 25, 2008
SunTrust Equipment Finance & Leasing Corp.
300 E. Joppa Road; 7th Floor
Towson, MD 21286
Gentlemen:
In connection with the certain Equipment Schedule No. 28 between SUNTRUST EQUIPMENT FINANCE &
LEASING CORP. ("Lessor") and CITY OF CLEARWATER. FL ("Lessee"), pursuant to that certain Equipment Lease
Agreement dated as of October 16, 2003, 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
~~oFAM~CA
C~gt~
00 IUlOO3al58
C.tT'lOF~~U~~~
$669,348.44
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)
BY:~o(~
Name: Maroaret L. Simmons
Title: Finance Director
Date:~Of>
1/24/2008 :FL-Bq-nesc.DOC/rev.08/00stl
16
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
AMENDMENT NO. 01
AMENDMENT TO LEASE DOCUMENTS
THIS AMENDMENT TO LEASE DOCUMENTS dated as of this 25th day of Januarv. 6008 (this "Amendment"), by and
among SUNTRUST EQUIPMENT FINANCE & LEASING CORP., (a wholly owned subsidiary of SUNTRUST LEASING
CORPORATION), its present and future affiliates and their successors and assigns ("Lessor"), and City of Clearwater. its
successors and permitted assigns ("Lessee"), amends that certain Master Lease Agreement No. 02295, dated as of October
16, 2003 (the "Lease"), all of the Equipment Schedules or Promissory Notes entered into pursuant thereto and all of the other
documents and agreements entered into in connection therewith by and between SunTrust Leasing Corporation and Lessee,
as amended or otherwise modified (hereinafter collectively referred to as the "Lease Documents"). The capitalized terms used
herein but not otherwise defined herein shall have the respective meanings given them in the Lease Documents or the other
documents referred to therein.
RECITALS
WHEREAS, effective 12:00 a.m. Eastern Time on January 1, 2008 ("Effective Date"), SUNTRUST LEASING
CORPORATION, has transferred substantially all of its rights, interests, obligations, assets and liabilities to its wholly owned
subsidiary SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and the parties desire to amend all of the Lease
Documents to reflect the name of SunTrust Equipment Finance & Leasing Corp. as the Lessor.
NOW, THEREFORE, in consideration of the foregoing premises and such other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
1. AMENDMENT. Each of the Lease Documents, together with any other agreement, document, exhibit, schedule, note or
annex delivered in connection with any of the same, is hereby revised (which revision shall be deemed effective upon and at
all times after the Effective Date) so that any and all references therein to "SUNTRUST LEASING CORPORATION shall be
replaced with "SUNTRUST EQUIPMENT FINANCE & LEASING CORP."
2. COVENANTS. Upon the execution of this Amendment, Lessor will promptly execute Uniform Commercial Code
Statements of Amendments and any other filings and recordings, together with such further documents, instruments and
assurance and take such further action as Lessor may deem necessary in order to carry out the intent and purpose of this
Amendment.
3. MISCELLANEOUS. This Amendment shall hereafter amend and constitute a part of each of the. Lease Documents
referenced herein. Except as expressly provided herein, the terms and conditions of each such Lease Document remains
unmodified and in full force and effect. This Amendment shall be governed by and in accordance with the laws of the Lease
Documents. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(Amend-SunTrust-Lease-no guarantor) (02/00)
IN WITNESS WHEREOF, the parties have caused this Amendment to Lease Documents to be executed as of the date first
above written.
SUNTRUST EQUIPMENT FINANCE &
LEASING CORP.,
Lessor
City of Clearwater.
Lessee
~~
~~me: __~ -- -. ~
Title: '-1'2 ~
[SEAL]
By: lnJ z.K tlirrJU!.1\...4-..
Name: MAR" 1.-. ~\MMON S
Title: t>l~~ oF" ~I~C,G.
MAK:357245,3:0 1/29/08
2