SunTrust Equipment Schedule
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SENT VIA EMAIL
h•eiter(aissd.com
City of Miami Beach, Florida
Luis Reiter, Esq.
1700 Convention Center Drive
Finance Department; 3`d Floor
Miami Beach, FL 33139
Dear Mr. Reiter:
February 14, 2008
Re: Equipment Schedule #06488-001
Enclosed you will find the following documentation with regards to financing equipment for
your review and execution:
Schedule Documentation:
• Master Lease Agreement No. 06488
• Exhibit A-Equipment Schedule No. O1
• Exhibit A-1-Equipment Group Listing
• Exhibit A-2-Equipment Group Listing
• Acceptance Certificate-For reimbursement
• Acceptance Certificate-For escrow-HOLD UNTIL YOU REQUEST PAYMENT FROM
ESCROW
• Payment Schedule
• Exhibit B-1-Tax Agreement and Arbitrage Certificate
• Exhibit B-2-Tax Agreement and Arbitrage Certificate-For Future schedules
• Exhibit C-Certified Copy of the Master Resolution of Governing Body
• Exhibit D-Master Incumbency Certificate
• Exhibit E-1-Opinion of Outside Counsel Letter (For Schedule Ol, 02, & 03) dated February 20,
2008
• Exhibit E-2-Opinion of City Attorney Letter (For Schedule O1, 02, & 03) dated February 20,
2008
• Exhibit E-3-Form of Opinion of City Attorney-For Future Schedules
• Exhibit F-Escrow Agreement, with its Schedule I and Exhibit A-Form of Disbursement Request
• Exhibit G-1-Confirmation of Outside Insurance
• Exl-,ibit G-2-Questionnaire for Self-Insurance to Lease and Addendum
• Invoice for First Rental Payment due
In order to avoid any potential Rate increase, please return the enclosed executed
documents, and the legal opinion letter dated February 20, 2008, via priority express delivery
service (ex. Fed Ex or UPS), for my receipt on or before the morning of Thursday, February 20,
2008 as follows:
Ericka Donham 410-307-6730
SunTrust Equipment Finance & Leasing Corp.
300 East Jonua Road, 7th Floor
Towson, MD 21286
If you should have any questions or comments, please call me directly at 410-307-6730 or
via email at ericka.donham@suntrust.com
Sincerely,
Ericka Donham
Portfolio Manager
CITY OF MIAMI BEACH, FLORIDA
INDEX TO LEGAL DOCUMENTS
NON BANK-QUALIFIED ESCROW
Master Lease Agreement No. 06488, Dated February 20, 2008;
Exhibit A -Equipment Schedule No. O1 (To be filed with each Schedule);
Acceptance Certificate (To be filed with each Schedule);
Payment Schedule (To be filed with each Schedule);
Exhibit B-1 -Tax Agreement and Arbitrage Certificate for Combined New Money and Refunding Principal
Amounts (Filed with Schedule O1, 02, and 03 only);
Exhibit B-2 -Tax Agreement and Arbitrage Certificate for New Money (For Future Schedules); N/A
Exhibit C -Certified Copy of the Master Resolution of Governing Body for Financing up to $37.SMM;
Exhibit D -Master Incumbency Certificate for Financing up to $37.SMM;
Exhibit E-1 -Opinion of Outside Counsel (For Schedule O1, 02, and 03 only);
Exhibit E-2 -Opinion of City Attorney (For Schedule O1, 02, and 03 only);
Exhibit E-3 -Form of Opinion of City Attorney (For Future Schedules);
Exhibit F -Escrow Agreement with Schedule I and Form of Disbursement Request;
Exhibit G-1 Confirmation of Outside Insurance (To be filed with each Schedule);
Exhibit G-2 Questionnaire for Self-Insurance to Lease and Addendum (To be filed with each Schedule);
Form 8038-G, Lessee's Counsel to Create and Provide Proof of Filing (To be filed with each Schedule).
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SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
MASTER LEASE AGREEMENT
LEASE NUMBER 06488
This MASTER LEASE AGREEMENT (the "Agreement"), dated as of February 20, 2008 is made and entered into by and between
SUNTRUST EQUIPMENT FINANCE & LEASING CORP., a Virginia corporation, as lessor (the "Lessor"), and CITY OF MIAMI
BEACH, FLORIDA, a political subdivision of the State of Florida, as lessee ("Lessee").
In consideration of the mutual covenants herein contained, the parties hereto agree as follows:
ARTICLE I. DEFINITIONS AND EXHIBITS
Section 1.1. Definitions. The following terms have the meanings specified below.
"Acceptance Certificate" means each Acceptance Certificate delivered by Lessee as part of an Equipment Schedule certifying as to the
delivery, installation and acceptance of Equipment.
"Agreement" means this Master Lease Agreement and all Equipment Schedules hereto.
"Agreement Date" means the date first written above.
"Code" means the Internal Revenue Code of 1986, as amended, together with Treasury Regulations promulgated from time to time
thereunder.
"Equipment" means all items of property described in Equipment Schedules and subject to this Agreement.
"Equipment Group" means each group of Equipment listed in a single Equipment Schedule.
"Equipment Schedule" means each sequentially numbered schedule executed by Lessor and Lessee with respect to an Equipment Group.
"Escrow Account" means the equipment acquisition account established by Lessor and Lessee with the Escrow Agent pursuant to the
Escrow Agreement.
"Escrow Agent" means SUNTRUST BANK, a Georgia banking corporation, and any successor escrow agent under the Escrow
Agreement .
"Escrow Agreement" means the Escrow Agreement, substantially in the form of Exhibit F hereto, to be executed by Lessor, Lessee and the
Escrow Agent upon the first funding of an Equipment Schedule using the procedure described in Section 2.4.
"Events of Default" means those events described in Section 12.1.
"Fiscal Year" means each 12-month fiscal period of Lessee.
"Funding Date" means, with respect to each Lease, the date Lessor makes payment to the Vendor(s) named in the related Equipment
Schedule or reimburses Lessee for the purchase price of the related Equipment Group or, if the procedure described in Section 2.4 is
utilized, the date Lessor deposits funds equal to such purchase price into the Escrow Account.
"Interest" means the portion of a Rental Payment designated as and comprising interest as provided in a Payment Schedule.
"Lease" means, with respect to each Equipment Group, this Agreement and the Equipment Schedule relating thereto, which together shall
constitute a separate contract between Lessor and Lessee relating to such Equipment Group.
"Lease Date" means, with respect to each Lease, the date so designated in the related Equipment Schedule.
"Lease Term" means, with respect to each Equipment Group, the period during which the related Lease is in effect as specified in Section
3.1.
"Net Proceeds" means any insurance proceeds or condemnation awards paid with respect to any Equipment remaining after payment
therefrom of all expenses incurred in the collection thereof.
"Non-Appropriation" means the failure of Lessee, Lessee's governing body, or, if applicable, the governmental entity from which Lessee
obtains its operating and/or capital funds to appropriate money for any Fiscal Year sufficient for the continued performance by Lessee of
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all of Lessee's obligations under this Agreement, as evidenced by adoption and ratification of an annual budget without appropriations to
pay Rental Payments for the Equipment due in such Fiscal Year and/or resolution specifically prohibiting Lessee from perfornvng its
obligations under this Agreement with respect to any Equipment, and from using any moneys to pay any Rental Payments due under this
Agreement for a designated Fiscal Year and all subsequent Fiscal Years.
"Payment Date" means each date upon which a Rental Payment is due and payable as provided in a Payment Schedule.
"Payment Schedule" means the schedule of Rental Payments attached to an Equipment Schedule.
"Principal" means the portion of any Rental Payment designated as and comprising principal as provided in a Payment Schedule.
"Prepayment Price" means the amount so designated and set forth opposite a Payment Date in a Payment Schedule indicating the amount
for which Lessee may purchase the related Equipment Group as of such Payment Date after making the Rental Payment due on such
Payment Date.
"Rental Payment" means each payment due from Lessee to Lessor on a Payment Date.
"Specifications" means the bid specifications and/or purchase order pursuant to which Lessee has ordered any Equipment from a Vendor.
"State" means the state or commonwealth in which Lessee is situated.
"Vendor" means each of the manufacturers or vendors from which Lessee has ordered or with which Lessee has contracted for the
manufacture, delivery and/or installation of the Equipment.
Section 1.2. Exhibits.
Exhibit A: Equipment Schedule including form of Acceptance Certificate and form of Payment Schedule.
Exhibit B-1: Tax Agreement and Arbitrage Certificate for Combined New Money and Refunding Principal Amounts (filed with
Schedule O1, 02, and 03 only).
Exhibit B-2: Form of Tax Agreement and Arbitrage Certificate for New Money (For Future Schedules)
Exhibit C: Certified Copy of the Master Resolution of Governing Body for Financing up to $37.SMM.
Exhibit D: Master Incumbency Certificate for Financing up to $37.SMM.
Exhibit E-1: Opinion of Outside Counsel.
Exhibit E-2: Opinion of City Attorney.
Exhibit E-3: Form of Opinion of City Attorney (For Future Schedules).
Exhibit F: Escrow Agreement with Schedule I and Form of Disbursement Request.
Exhibit G-1: Confirmation of Outside Insurance (each Schedule).
Exhibit G-2: Questionnaire for Self-Insurance and Addendum to Equipment Schedule Relating to Self-Insurance (each Schedule).
Form 8038-G: Lessee's Counsel to Create and Provide Proof of Filing (To be filed with each Schedule).
ARTICLE II. LEASE OF EQUIPMENT
Section 2.1. Acauisition of Eguiament. Prior to the addition of any Equipment Group, Lessee shall provide Lessor with a description of
the equipment proposed to be subject to a Lease hereunder, including the cost and vendor of such equipment, the expected delivery date
and the desired lease terms for such equipment, and such other information as the Lessor may require. If Lessor, in its sole discretion,
determines the proposed equipment may be subject to a Lease hereunder, Lessor shall furnish to Lessee a proposed Equipment Schedule
relating to the Equipment Group for execution by Lessee and then Lessor. By execution hereof, Lessor has made no commitment to lease
any equipment to Lessee.
Section 2.2. Disbursement. Lessor shall have no obligation to make any disbursement to a Vendor or reimburse Lessee for any payment
made to a Vendor for an Equipment Group (or, if the escrow procedure described in Section 2.4 hereof is utilized, consent to a
disbursement by the Escrow Agent) until five (5) business days after Lessor has received all of the following in form and substance
satisfactory to Lessor: (a) a completed Equipment Schedule executed by Lessee; (b) an Acceptance Certificate in the form included with
Exhibit A hereto; (c) a resolution or evidence of other official action taken by or on behalf of the Lessee to authorize the acquisition of the
Equipment Group on the terms provided in such Equipment Schedule; (d) a Tax Agreement and Arbitrage Certificate in the form of
Exhibit B-1 (as applicable) attached hereto; (e) evidence of insurance with respect to the Equipment Group in compliance with Article VII
of this Agreement; (f) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment Group, and if such invoices have been paid by
Lessee, evidence of payment thereof and evidence of official intent to reimburse such payment as required by the Code; (g) the original
certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment which is part of such Equipment
Group and is subject to certificate of title laws; (h) a completed and executed Form 8038-G or 8038-GC, as applicable, or evidence of
filing thereof with the Secretary of Treasury; (i) an opinion of counsel to the Lessee substantially in the form of Exhibit E hereto, and (j)
any other documents or items reasonably required by Lessor.
Section 2.3. Lease; Possession and Use. Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from
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Lessor, upon the terms and conditions set forth herein. Lessee shall have quiet use and enjoyment of and peaceably have and hold each
Equipment Group during the related Lease Term, except as expressly set forth in this Agreement.
Section 2.4. Escrow Procedure. If Lessor and Lessee agree that the cost of an Equipment Group is to be paid from an Escrow Account:
(a) Lessor and Lessee shall execute an Escrow Agreement substantially in the form of Exhibit F; (b) Lessor and Lessee shall execute an
Equipment Schedule relating to such Equipment Group; and (c) Lessor shall deposit an amount equal to the cost of the Equipment Group
into the Escrow Account. All amounts deposited by Lessor into the Escrow Account shall constitute a loan from Lessor to Lessee which
shall be repaid by the Rental Payments due under the related Lease.
ARTICLE III. TERM
Section 3.1. Term. This Agreement shall be in effect from the Agreement Date until the earliest of (a) termination under Section 3.2 or
(b) ternnation under Section 12.2; provided, however, no Equipment Schedules shall be executed after any Non-Appropriation or Event
of Default. Each Lease with respect to an Equipment Group shall be in effect for a Lease Term commencing upon the Lease Date and
ending as provided in Section 3.4.
Section 3.2. Termination by Lessee. In the sole event of Non-Appropriation, this Agreement and each Lease hereunder shall ternrinate,
in whole, but not in part, as to all Equipment effective upon the last day of the Fiscal Year for which funds were appropriated, in the
manner and subject to the terms specified in this Article. Lessee will provide Lessor with written notice of temunation and by paying to
Lessor any Rental Payments and other amounts which are due and have not been paid at or before the end of its then current Fiscal Year.
Lessee shall endeavor to give notice of such termination not less than ninety (90) days prior to the end of the Fiscal Year for which
appropriations were made, and shall notify Lessor of any anticipated termination. The foregoing shall not obviate the Lessee's obligation
to return the Equipment in accordance with all other applicable terms and conditions. In the event of termination of this Agreement as
provided in this Section, Lessee shall comply with the instructions received from Lessor in accordance with Section 12.3.
Section 3.3. Effect of Termination. Upon temrination of this Agreement as provided in Section 3.2, Lessee shall not be responsible for
the payment of any additional Rental Payments coming due in succeeding Fiscal Years, but if Lessee has not complied with the instructions
received from Lessor in accordance with Section 12.3, the termination shall nevertheless be effective, but Lessee shall be responsible for
the payment of damages in an amount equal to the amount of the Rental Payments that would thereafter have come due if this Agreement
had not been terminated and which are attributable to the number of days after which Lessee fails to comply with Lessor's instructions and
for any other loss suffered by Lessor as a result of Lessee's failure to take such actions as required; provided, however, that Lessee shall
not be obligated to pay amounts in excess of the funds budgeted and appropriated for payments due under this Agreement in the current
Fiscal Year.
Section 3.4. Termination of Lease Term. The Lease Term with respect to any Lease will terminate upon the occurrence of the fast of
the following events: (a) the termination of this Agreement by Lessee in accordance with Section 3.2; (b) the payment of the Prepayment
Price by Lessee pursuant to Article V; (c) an Event of Default by Lessee and Lessor's election to temunate such Lease pursuant to Article
XII; or (d) the payment by Lessee of all Rental Payments and all other amounts authorized or required to be paid by Lessee pursuant to
such Lease.
ARTICLE IV. RENTAL PAYMENTS
Section 4.1. Rental Pavments. Lessor and Lessee confirm their understanding and agreement that (a) all payments due under the
Agreement are to be made from any of Lessee's legally available and appropriated revenues from sources other than ad valorem or
other expressly prohibited taxes, (b) Lessee shall not be obligated to pay any sums due under the Agreement from the proceeds of ad
valorem or other taxes, (c) Lessee's contractual obligations to request annual appropriations from which payments due under the
Agreement may be made does not constitute an indebtedness of Lessee within the meaning of any constitutional or statutory provision
or limitation, and (d) Lessee is not obligated to appropriate revenues for payments due under this Agreement in any future Fiscal Year.
The Lessee agrees to pay the Rental Payments due as specified in the Payment Schedule in Exhibit A, subject to the appropriation in each
year of sufficient legally available non ad valorem revenue to make Rental Payments due in such fiscal year. A portion of each Rental
Payment is paid as interest as specified in the Payment Schedule of each lease, and the first Rental Payment will include Interest accruing
from the Funding Date. Lessor is authorized to insert the due date of the first Rental Payment in the Payment Schedule in Exhibit A. All
Rental Payments shall be paid to Lessor, or to such assignee(s) Lessor has assigned as stipulated in Article XI, at such places as Lessor or
such assignee(s) may from time to time designate by written notice to Lessee. Lessee shall pay the Rental Payments with lawful money of
the United States of America from moneys legally available therefor.
Section 4.2. Current Expense. The obligations of Lessee, including its obligation to pay the Rental Payments or other amounts due in
any Fiscal Year of a Lease Temr, shall constitute a current expense of Lessee for such Fiscal Year and shall not constitute an indebtedness
of Lessee within the meaning of the Constitution and laws of the State. Nothing herein shall constitute a pledge by Lessee of any taxes or
other moneys (other than moneys lawfully appropriated from time to time by or for the benefit of Lessee for this Agreement and the Net
Proceeds of the Equipment) to the payment of any Rental Payment or other amount coming due hereunder.
Section 4.3. Unconditional Rental Pavments. The Lessee's obligation to make Rental Payments and other payments required hereunder
shall be absolute and unconditional, subject to the annual appropriation of sufficient legally available non ad valorem revenue to make such
payments. Lessee shall make these payments when due and shall not withhold any of these payments pending final resolution of any
disputes. The Lessee shall not assert any right of set-off or counterclaim against its obligation to make these payments. Lessee's obligation
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to make Rental Payments or other payments shall not be abated through accident, unforeseen circumstances, failure of the Equipment to
perform as desired, damage or destruction to the Equipment, loss of possession of the Equipment or obsolescence of the Equipment. The
Lessee shall be obligated to continue to make payments required of it by this Agreement if title to, or temporary use of, the Equipment or
any part thereof shall be taken under exercise of the power of eminent domain.
ARTICLE V. OPTION TO PREPAY
Section 5.1. Option to Prepay. Lessee shall have the option to prepay its obligations under any Lease in whole but not in part on any
Payment Date for the then applicable Prepayment Price (which, to the extent provided in the related Payment Schedule, may include a
prepayment fee) as set forth in the related Payment Schedule, provided there has been no Non-Appropriation or Event of Default.
Section 5.2. Exercise of Option. Lessee shall give notice to Lessor of its intention to exercise its option not less than thirty (30) days
prior to the Payment Date on which the option will be exercised and shall pay to Lessor not later than such Payment Date an amount equal
to all Rental Payments and any other amounts then due or past due under the related Lease (including the Rental Payment due on the
Payment Date on which the option shall be effective) and the applicable Prepayment Price set forth in the related Payment Schedule. In the
event that all such amounts are not received by Lessor on such Payment Date, such notice by Lessee of exercise of shall be void and the
related Lease shall continue in full force and effect.
Section 5.3. Release of Lessor's Interest. Upon receipt of the Prepayment Price in good funds with respect to any Equipment Group, the
Lease with respect to such Equipment Group shall terminate and Lessee shall become entitled to such Equipment Group AS IS, WHERE
IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except that such Equipment
Group shall not be subject to any lien or encumbrance created by or arising through Lessor.
ARTICLE VI. REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 6.1. Representations and Warranties of Lessee. Lessee represents and warrants as of the Agreement Date and as of each Lease
Date as follows:
(a) Lessee is a state or political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and
existing under the Constitution and laws of the State, and is authorized under the Constitution and laws of the State to enter into this
Agreement, each Lease and the transactions contemplated hereby and thereby, and to perform all of its obligations under this Agreement
and each Lease.
(b) The execution and delivery of this Agreement and each Lease have been duly authorized by all necessary action of Lessee's
governing body and such action is in compliance with all public bidding and other State and federal laws applicable to this Agreement,
each Lease and the acquisition and fmancing of the Equipment by Lessee.
(c) This Agreement and each Lease have been duly executed and delivered by and constitutes the valid and binding obligation of
Lessee, enforceable against Lessee in accordance with their respective terms.
(d) The execution, delivery and performance of this Agreement and each Lease by Lessee shall not (i) violate any State or federal law
or local law or ordinance, or any order, writ, injunction, decree, or regulation of any court or other governmental agency or body
applicable to Lessee, or (ii) conflict with or result in the breach or violation of any term or provision of, or constitute a default under, any
note, bond, mortgage, indenture, agreement, deed of trust, lease or other obligation to which Lessee is bound.
(e) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency,
public board or body pending or, to the best of Lessee's knowledge, threatened against or affecting Lessee, challenging Lessee's authority
to enter into this Agreement or any Lease or any other action wherein an unfavorable ruling or fmding would adversely affect the
enforceability of this Agreement or any Lease.
(f) No lease, rental agreement, lease-purchase agreement, payment agreement or contract for purchase to which Lessee has been a
party at any time during the past ten (10) years has been ternunated by Lessee as a result of insufficient funds being appropriated in any
Fiscal Year. No event has occurred which would constitute apayment-related event of default under any debt, revenue bond or obligation
which Lessee has issued during the past ten (10) years.
(g) Lessee or Lessee's governing body has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to
pay all Rental Payments during the current Fiscal Year, and such moneys will be applied in payment of all Rental Payments due and
payable during such current Fiscal Year.
(h) Lessee has an immediate need for, and expects to make immediate use of, the Equipment, which need is not temporary or
expected to diminish during the applicable Lease Term. Lessee presently intends to continue each Lease hereunder for its entire Lease
Term and to pay all Rental Payments relating thereto.
Section 6.2. Covenants of Lessee. Lessee agrees that so long as any Rental Payments or other amounts due under this Agreement remain
unpaid:
(a) Lessee shall not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or
regulation or in a manner contrary to that contemplated by this Agreement. Lessee shall obtain and maintain all pemuts and licenses
necessary for the installation and operation of the Equipment. Lessee shall not, without the prior written consent of Lessor, affix or install
any accessory equipment or device on any of the Equipment if such addition would change or impair the originally intended functions,
value or use of such Equipment.
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(b) Lessee shall provide Lessor access at all reasonable times to examine and inspect the Equipment and provide Lessor with such
access to the Equipment as may be reasonably necessary to perform maintenance on the Equipment in the event of failure by Lessee to
perform its obligations hereunder.
(c) Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or
other claim with respect to the Equipment, other than the respective rights of Lessor and Lessee as herein provided. Lessee shall promptly,
at its own expense, take such actions as may be necessary duly to discharge or remove any such claim if the same shall arise at any time.
Lessee shall reimburse Lessor for any expense incurred by Lessor in order to discharge or remove any such claim.
(d) The person or entity in charge of preparing Lessee's budget intends to, but is not obligated to, include in the budget request for
each Fiscal Year the Rental Payments to become due during such Fiscal Year, and, to the extent included in the budget for a Fiscal Year,
will use reasonable and lawful means to secure the appropriation of money for such Fiscal Year sufficient to pay all Rental Payments
coming due therein. Lessor acknowledges that appropriation for Rental Payments is a discretionary governmental function which Lessee
cannot contractually commit itself in advance to perform. Lessee acknowledges that this Agreement does not constitute such a
commitment. However, Lessee reasonably believes that moneys in an amount sufFcient to make all Rental Payments can be lawfully
appropriated and made available to permit Lessee's continued utilization of the Equipment in the performance of its essential functions
during the applicable Lease Temis.
(e) Lessee shall assure that its obligation to pay Rental Payments is not directly or indirectly secured by any interest in property, other
than Lessor's interest in the Equipment as provided hereunder, and that the Rental Payments will not be directly or indirectly secured by or
derived from any payments of any type or any fund other than Lessee's general purpose fund.
(f) Upon Lessor's request, Lessee shall provide Lessor with current fmancial statements, budgets, and proof of appropriation for the
ensuing Fiscal Year and such other financial information relating to the ability of Lessee to continue this Agreement and each Lease as may
be reasonably requested by Lessor.
(g) Lessee shall promptly and duly execute and deliver to Lessor such further documents, instruments and assurances and take such
further action as Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to
establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder.
Section 6.3. Tax Related Rearesentations, Warranties and Covenants.
(a) Incorporation of Tax Agreement and Arbitrage Certificate. As of each Lease Date and with respect each Lease, Lessee makes
each of the representations, warranties and covenants contained in the Tax Agreement and Arbitrage Certificate delivered with respect
to such Lease. By this reference each such Tax Agreement and Arbitrage Certificate is incorporated in and made a part of this Agreement.
(b) Event of Taxability. If Lessor either (i) receives a final, non-appealable notice, in any form, from the Internal Revenue Service or
(ii) reasonably detemvnes, based on an opinion of independent and nationally recognized tax counsel selected by Lessor, that Lessor may
not exclude any Interest paid under any Lease from its Federal gross income (each an "Event of Taxability"), the Lessee shall pay to Lessor
upon demand (x) an amount which, with respect to Rental Payments previously paid and taking into account all penalties, fines, interest
and additions to tax (including all federal, state and local taxes [state and local taxes only to the extent that such taxes are imposed by the
Lessee's taxing authority or some other taxing authority with jurisdiction due to the location of the Equipment) imposed, and actually paid,
on the Interest due through the date of such event), will restore to Lessor its after-tax yield (assuming tax at the highest marginal tax rate
and taking into account the time of receipt of Rental Payments and reinvestment at the after-tax yield rate) on the transaction evidenced by
such Lease through the date of such event and (y) as additional Rental Payments to Lessor on each succeeding Payment Date such amount
as will maintain such after-tax yield to Lessor.
ARTICLE VII. INSURANCE AND RISK OF LOSS
Section 7.1. Liability and Property Insurance. Lessee shall, at its own expense, procure and maintain continuously in effect during
each Lease Term: (a) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way
connected to the Equipment sufficient to protect Lessor and/or assigns from liability in all events, with a coverage of not less than
$1,000,000 per occurrence unless specified differently in the related Equipment Schedule, and (b) insurance against such hazards as Lessor
may require, including, but not limited to, all-risk casualty and property insurance, in an amount equal to the greater of the full replacement
cost of the Equipment or the applicable Prepayment Price of each Equipment Group.
Section 7.2. Workers' Compensation Insurance. If required by State law, Lessee shall carry workers' compensation insurance covering
all employees on, in, near or about the Equipment, and upon request, shall furnish to Lessor certificates evidencing such coverage
throughout the Lease Term.
Section 7.3. Insurance Requirements.
(a) Insurance Policies. All insurance policies required by this Article shall be taken out and maintained with insurance companies
acceptable to Lessor and shall contain a provision that thirty (30) days prior to any change in the coverage the insurer must provide written
notice to the insured parties. No insurance shall be subject to any co-insurance clause. Each insurance policy shall name Lessor and/or its
assigns as an additional insured party and loss payee regardless of any breach of warranty or other act or omission of Lessee and shall
include a lender's loss payable endorsement for the benefit of Lessor and/or is assigns. Prior to the delivery of Equipment, Lessee shall
deposit with Lessor evidence satisfactory to Lessor of such insurance and, prior to the expiration thereof, shall provide Lessor evidence of
all renewals or replacements thereof.
(b) Self Insurance. With Lessor's prior consent, Lessee may self-insure the Equipment by means of an adequate insurance fund set
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aside and maintained for that purpose which must be fully described in a letter delivered to Lessor in form acceptable to Lessor. Once
Lessor's consent to permit the Lessee to self-insure has been given, the Lessor cannot rescind such consent unless the Lessee's credit
and/or bond rating has been downgraded to less than BBB.
(c) Evidence of Insurance. Lessee shall deliver to Lessor upon acceptance of any Equipment evidence of insurance which complies
with this Article VII with respect to such Equipment to the satisfaction of Lessor, including, without limitation, the confirmation of
insurance in the form of Exhibit G-1 attached hereto together with Certificates of Insurance, when available, or the Questionnaire for Self-
Insurance and Addendum to Equipment Schedule Relating to Self-Insurance in the form of Exhibit G-2 attached hereto, as applicable.
Section 7.4. Risk of Loss. To the extent permitted by applicable laws of the State, as between Lessor and Lessee, Lessee assumes all risks
and liabilities from any cause whatsoever, whether or not covered by insurance, for loss or damage to any Equipment and for injury to or
death of any person or damage to any property. Whether or not covered by insurance, to the extent not expressly prohibited by the
applicable laws of the State, Lessee hereby assumes responsibility for and agrees to indemnify Lessor from all liabilities, obligations,
losses, damages, penalties, claims, actions, costs and expenses, including reasonable attorneys' fees, imposed on, incurred by or asserted
against Lessor that relate to or arise out of this Agreement, including but not limited to, (a) the selection, manufacture, purchase,
acceptance or rejection of Equipment or the ownership of the Equipment, (b) the delivery, lease, possession, maintenance, use, condition,
return or operation of the Equipment, (c) the condition of the Equipment sold or otherwise disposed of after possession by Lessee, (d) the
conduct of Lessee, its officers, employees and agents, (e) a breach of Lessee of any of its covenants or obligations hereunder, (f) any claim,
loss, cost or expense involving alleged damage to the environment relating to the Equipment, including, but not limited to investigation,
removal, cleanup and remedial costs, and (g) any strict liability under the laws or judicial decisions of any state or the United States. This
provision shall survive the termination of this Agreement.
Section 7.5. Destruction of Eguiament. Lessee shall provide a complete written report to Lessor immediately upon any loss, theft,
damage or destruction of any Equipment and of any accident involving any Equipment. Lessor may inspect the Equipment at any time and
from time to time during regular business hours. If all or any part of the Equipment is stolen, lost, destroyed or damaged beyond repair
("Damaged Equipment"), Lessee shall within thirty (30) days after such event either: (a) replace the same at Lessee's sole expense with
equipment having substantially similar Specifications and of equal or greater value to the Damaged Equipment immediately prior to the
time of the loss occurrence, such replacement equipment to be subject to Lessor's approval, whereupon such replacement equipment shall
be substituted in the applicable Lease and the other related documents by appropriate endorsement or amendment; or (b) pay the applicable
Prepayment Price of the Damaged Equipment determined as set forth in the related Equipment Schedule. Lessee shall notify Lessor of
which course of action it will take within fifteen (15) days after the loss occurrence. If, within forty-five (45) days of the loss occurrence,
(a) Lessee fails to notify Lessor; (b) Lessee and Lessor fail to execute an amendment to the applicable Equipment Schedule to delete the
Damaged Equipment and add the replacement equipment or (c) Lessee has failed to pay the applicable Prepayment Price, then Lessor may,
at its sole discretion, declare the applicable Prepayment Price of the Damaged Equipment, to be immediately due and payable. The Net
Proceeds of insurance with respect to the Damaged Equipment shall be made available by Lessor to be applied to discharge Lessee'
obligation under this Section.
ARTICLE VIII. OTHER OBLIGATIONS OF LESSEE
Section 8.1. Maintenance of Eguiament. Lessee shall notify Lessor in writing prior to moving the Equipment to another address and
shall otherwise keep the Equipment at the address specified in the related Equipment Schedule. Lessee shall, at its own expense, maintain
the Equipment in proper working order and shall make all necessary repairs and replacements to keep the Equipment in such condition
including compliance with State and federal laws. Any and all replacement parts must be free of encumbrances and liens. All such
replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the
Equipment and as such, shall be subject to the terms of this Agreement.
Section 8.2. Taxes. Lessee shall pay all taxes and other charges which are assessed or levied against the Equipment, the Rental Payments
or any part thereof, or which become due during the Lease Term, whether assessed against Lessee or Lessor, except as expressly limited by
this Section. Lessee shall pay all utilities and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the
Equipment, and all special assessments and charges lawfully made by any governmental body that may be secured by a lien on the
Equipment. Lessee shall not be required to pay any federal, state or local income, succession, transfer, franchise, profit, excess profit,
capital stock, gross receipts, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made as a
substitute for any tax, assessment or charge which is the obligation of Lessee under this Section.
Section 8.3. Advances. If Lessee shall fail to perform any of its obligations under this Article, Lessor may take such action to cure such
failure, including the advancement of money, and Lessee shall be obligated to repay all such advances on demand, with interest at the rate
of 18% per annum or the maximum rate permitted by law, whichever is less, from the date of the advance to the date of repayment.
ARTICLE IX. TITLE
Section 9.1. Title. During the Lease Term and subject to the rights of the Lessor under Section 12.2 and 12.3 hereof, ownership and legal
title of all Equipment and all replacements, substitutions, repairs and modification shall be in Lessee and Lessee shall take all action
necessary to vest such ownership and title in Lessee. Lessor is merely financing the acquisition of such equipment for Lessee. Lessor has
not been in the chain of title of the Equipment, does not operate, control or have possession of the Equipment and has no control over the
Lessee or the Lessee's operation, use, storage or maintenance of the Equipment.
2/ 14/2008: FL-Bq-nest. DOC/rev.0104st1
Section 9.2. Security Interest. All provisions referencing Lessor having a security interest in the Equipment are hereby cancelled and
shall not have any force or effect. Lessor and Lessee agree that the Agreement does not result in the creation of any lien, charge,
security interest or other encumbrance upon the Equipment or any other asset of Lessee.
Section 9.3. Modification of Eauipment. Lessee will not, without the prior written consent of Lessor, affix or install any accessory
equipment or device on any of the Equipment if such addition will change or impair the originally intended value, function or use of the
Equipment.
Section 9.4. Personal Proaerty. The Equipment is and shall at all times be and remain personal property and not fixtures.
ARTICLE X. WARRANTIES
Section 10.1. Selection of Eauipment. Each Vendor and all of the Equipment have been selected by Lessee. Lessor shall have no
responsibility in connection with the selection of the Equipment, the ordering of the Equipment, its suitability for the use intended by
Lessee, the acceptance by any Vendor or its sales representative of any order submitted, or any delay or failure by such Vendor or its sales
representative to manufacture, deliver or install any Equipment for use by Lessee.
Section 10.2. Vendor's Warranties. Lessor hereby assigns to Lessee for and during the related Lease Term, all of its interest, if any, in
all Vendor's warranties, guarantees and patent indemnity protection, express or implied issued on or applicable to an Equipment Group,
and Lessee may obtain the customary services fiunished in connection with such warranties and guarantees at Lessee's expense. Lessor
has no obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee.
Section 10.3. Disclaimer of Warranties. LESSEE ACKNOWLEDGES THAT THE EQUIPMENT IS OF A SIZE, DESIGN,
CAPACITY, AND MANUFACTURE SELECTED BY LESSEE. LESSEE ACKNOWLEDGES THAT IT SELECTED THE
EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR IS NOT A MANUFACTURER
OF THE EQUIPMENT OR A DEALER IN SIMILAR EQUIPMENT, AND DOES NOT INSPECT THE EQUIPMENT BEFORE
DELIVERY TO LESSEE. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO
THE VALUE, DESIGN, CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANT-ABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE EQUIPMENT, OR ANY OTHER
REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE
FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT.
ARTICLE XI. ASSIGNMENT AND SUBLEASING
Section 11.1. Assignment by Lessor. Lessor, without Lessee's consent, may assign and reassign all of Lessor's right, title and/or interest
in and to this Agreement or any Lease, including, but not limited to, the Rental Payments and other amounts payable by Lessee and
Lessor's interest in the Equipment, in whole or in part to one or more assignees or subassignee(s) by Lessor at any time. No such
assignment shall be effective as against Lessee unless and until written notice of the assignment is provided to Lessee. When presented
with a notice of assignment, Lessee will acknowledge in writing receipt of such notice for the benefit of Lessor and any assignee. Lessee
shall keep a complete and accurate record of all such assignments.
Section 11.2. Assignment and Subleasing by Lessee. Neither this Agreement nor any Lease or any Equipment may be assigned,
subleased, sold, transferred, pledged or mortgaged by Lessee.
ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES
Section 12.1. Events of Default Defined. The occurrence of any of the following events shall constitute an Event of Default under this
Agreement and each Lease:
(a) Lessee's failure to pay, within ten (10) days following the due date thereof, any Rental Payment or other amount required to be
paid to Lessor (other than byreason ofNon-Appropriation).
(b) Lessee's failure to maintain insurance as required by Article VII.
(c) With the exception of the above clauses (a) & (b), Lessee's failure to perform or abide by any condition, agreement or covenant
for a period of thirty (30) days after written notice by Lessor to Lessee specifying such failure and requesting that it be remedied, unless
Lessor shall agree in writing to an extension of time prior to its expiration.
(d) Lessor's reasonable deternunation that any representation or warranty made by Lessee in this Agreement was untrue in any
material respect upon execution of this Agreement or any Equipment Schedule.
(e) The occurrence of an Event of Taxability.
(f) The filing of a petition in bankruptcy by or against Lessee, or failure by Lessee promptly to lift any execution, garnishment or
attachment of such consequence as would impair the ability of Lessee to carry on its governmental functions or assignment by Lessee for
the benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or the approval by a court of competent
jurisdiction of any adjustment of indebtedness of Lessee, or the dissolution or liquidation of Lessee.
Section 12.2. Remedies on Default. In the event of default by Lessee under the Agreement, Lessor's sole remedies shall be to sue
Lessee for compensatory damages, which Lessee agrees to pay, subject to Article IV hereof, and which are hereby agreed to be the
Prepayment Price applicable to the immediately preceding Rental Payment due date, as set forth on the Payment Schedule, plus any
Rental Payments accrued and unpaid as of the date of default, provided that in the event that Lessee voluntarily returns the Equipment
2/ 14/2008: FL-Bq-nest. DOC/rev.0104st1 8
to Lessor to a location specified by Lessor, at Lessee's sole risk, cost and expense and in the condition required by Section 8.1 of the
Agreement, Lessor shall not have any further remedies against Lessee. Lessor shall also have the right in the event of default to
exercise any other right, remedy or privilege which may be available to it, including without limitation proceedings by appropriate
court action to require specific performances of any provision of the Agreement other than Lessee's covenant to return possession of
and title to the Equipment, which covenant shall not be subject to enforcement by specific performance. Lessee shall remain liable for
all reasonable legal fees and other costs and expenses; including court costs, incurred by Lessor in the enforcement of its remedies
under the Agreement except to the extent prohibited by the Constitution and laws of the State of Florida.
Section 12.3. Return of Equipment: Release of Lessee's Interest. With respect to any provision of the Agreement requiring Lessee to
return all or any portion of the Equipment to Lessor or to transfer title to all or any portion of the equipment to Lessor, Lessee agrees to
voluntarily do so. Upon return of Equipment to the Lessor due to an event of Non-Appropriation or the occurrence of an Event of
Default, the Lessor. shall use commercially reasonable efforts to sell or lease or cost efficiently dispose of such Equipment as the case
is conditioned upon the Equipment and market variables. If the Lessee returns the Equipment for any reason not related to Non-
Appropriation and Lessor sells, leases or otherwise disposes of any or all of the Equipment, Lessor shall apply the proceeds of such
sale, lease or other disposition as provided in Section 12.4, Upon return of Equipment to the Lessor due to an event of Non-
Appropriation, Lessee shall not be liable for any deficiency after sale, lease or other disposition of the Equipment. In the event that
Lessee fails for refuses to return or transfer the Equipment or title thereto voluntarily as set forth above, Lessor acknowledges that the
Agreement does not and shall not create a right in Lessor to involuntarily dispossess Lessee of title to or possession of all or any item
of the Equipment. In lieu of such right Lessor shall be entitled to and Lessee agrees to pay to Lessor immediately, but only from
Lessee's legally available and appropriated revenues from sources other than ad valorem or other taxes, the Prepayment Price
applicable to the immediately preceding Rental Payment due date, as set forth on the Payment Schedule, plus any Rental Payments
accrued and unpaid as of the date of such payment.
Section 12.4 Aaplication of Moneys. Any net proceeds from the sale, lease or other disposition of Equipment by the Lessor
following the occurrence of an Event of Default shall be applied in the following order of priority: FIRST, to pay all the Lessor's costs,
charges and expenses incurred in taking, holding, repairing, selling, leasing or otherwise disposing of such Equipment, then SECOND,
to the extent not previously paid by Lessee, to pay Lessor all Rental Payments under the applicable Lease through the termination date,
then THIRD, to pay the Prepayment Price applicable as of the end of the then current Fiscal Year as set forth in the related Payment
Schedule and then FOURTH, to pay any remainder to the Lessee. Any net proceeds form the sale, lease or other disposition of
Equipment by the Lessor following an event of Non-Appropriation shall be kept by the Lessor and applied in any manner that the
Lessor determines
Section 12.5 Late Charge. Lessor shall have the right to require late payment charge for each Rental or any other amount due hereunder
which is not paid within 10 days of the date when due equal to the lesser of 5% of each late payment or the legal maximum. This Section is
only applicable to the extent it does not affect the validity of this Agreement.
ARTICLE XIII. MISCELLANEOUS PROVISIONS
Section 13.1. Notices. All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its
address specified beneath each party's signature, or at such address as the party may provide to the other parties hereto in writing from time
to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified
form, with postage fully prepaid, or, if given by other means, when delivered at the address specified in this Section 13.1.
Section 13.2. Binding Effect. This Agreement and each Lease hereunder shall be binding upon and shall inure to the benefit of Lessor
and Lessee and their respective successors and assigns. Specifically, as used herein the term "Lessor" means any person or entity to whom
Lessor has assigned its right to receive Rental Payments under any Lease.
Section 13.3. Severability. In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court
of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
Section 13.4. Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and
representations, express or implied. This Agreement may be amended or modified only by written documents duly authorized, executed
and delivered by Lessor and Lessee.
Section 13.5. Caations. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the
scope or intent of any provisions, Articles, Sections or Clauses hereof.
Section 13.6. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as
may reasonably be required for correcting any inadequate or incorrect description of the Equipment hereby leased or intended so to be, or
for otherwise carrying out the expressed intention of this Agreement.
Section 13.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State.
Section 13.8. Usurv. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that,
notwithstanding any provisions to the contrary herein or in any Equipment Schedule, in no event shall this Agreement or any Lease
J 14/2008: FL-Bq-nest. DOGrev.01045d
hereunder require the payment or permit the collection of Interest or any amount in the nature of Interest or fees in excess of the maximum
amount pemutted by applicable law. Any such excess Interest or fees shall first be applied to reduce Principal, and when no Principal
remains, refunded to Lessee. In determining whether the Interest paid or payable exceeds the highest lawful rate, the total amount of
Interest shall be spread through the applicable Lease Term so that the Interest is uniform through such term.
Section 13.9. Lessee's Performance. A failure or delay of Lessor to enforce any of the provisions of this Agreement or any Lease shall in
no way be construed to be a waiver of such provision.
Section 13.10. Waiver of Jury Trial. Lessor and Lessee hereby waive any right to trial by jury in any action or proceeding with respect
to, in connection with or arising out of this Agreement.
Section 13.11. USA Patriot Act Comaliance Notification. Along with all other U.S. Financial institutions, Lessor began complying
with Section 326 of the USA Patriot Act effective October 1, 2003. Designed to assist the government in preventing the funding of
terrorist and money laundering activities, this section of the USA. Patriot Act requires Lessor to know the business entities that are new
to SUNTRUST EQUIPMENT FINANCE & LEASING CORP. To accomplish this Lessor will obtain, verify and record information
that identifies business entities that open new accounts with Lessor. What this means to Lessee: when Lessee opens an account with
Lessor for Lessee's business, Lessor will ask Lessee for business name, physical address, taxpayer identification number and other
information that will allow Lessor to verify Lessee's company's identity. The information requested may include documents, such as
Lessee's charter or Articles of Incorporation which will verify the identifying infon~nation Lessee is giving Lessor.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
2/14/2008:FL-Bq-nesc.DOC/rev.0104st1 1
EXECUTION PAGE OF MASTER LEASE AGREEMENT
LEASE NUMBER 06488
IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly authorized officer, and
Lessee has caused this Agreement to be executed in its name by its duly authorized officer.
CITY OF MIAMI BEACH, FLORIDA,
Lessee
By: ~~~~
Name: atti Herrera over
Title: Mayor
Date: 2 I Zo (p ~
Address: 1700 Convention Center Drive
Finance Department; 3`d Floor
C/O Chief Financial Officer
Miami Beach, FL 33139
Telephone: 305/673-7466
Facsimile: 305/673-7795
SUNTRUST EQUIPMENT FINANCE &
LEASING CORP.,
Lessor
By:
Name: Donald S. Keough
Title: Vice President
Date:
Address: 300 East Joppa Road, 7th Floor
Towson, MD 21286
Telephone: 410/307-6648
Facsimile: 410/307-6702
This is counterpart No.~ of~ serially numbered, manually executed counterparts
of this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Countapart No. 1 only,
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.
2/14/2008:FL-Bq-nesc.DOC/rev.0104stl 11
EXHIBIT A
EQUIPMENT SCHEDULE NO.Ol
TO LEASE N0.06488
The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as February
20, 2008 (the "Agreement") between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and Lessee
hereby reafl"ums each of its representations, warranties and covenants contained in the Agreement. Lessee warrants that no Non-
Appropriation and no Event of Default, or event which, with the passage of time or the giving of notice or both, would constitute an Event
of Default, has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule
and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but not defined herein shall have the meanings
assigned to them in the Agreement.
EQUIPMENT GROUP
The cost of the Equipment Group to be funded by Lessee under this Lease is $3,098,734.50 (the "Acquisition Cost"). The
Equipment Group consists of the following Equipment which has been or shall be purchased:
VARIOUS EQUIPMENT SEE ATTACHED EXHBIT A-1 $ 3,022,564.96-ESCROW
VARIOUS EQUIPMENT SEE ATTACHED EXHBIT A-2 $ 38,712.94-REIMBURSEMENT
COSTS OF ISSUANCE: $ 37,456.60
TOTAL : $ 3,098,734.50
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:
CITY OF MIAMI BEACH, FLORIDA,
Lessee
By: ~~
Name: Patricia D. Walker
Title: Chief F' anc al Officer
Date: Z ~Zo ~ ~ $
Address: 1700 Convention Center Drive
Finance Department; 3`d Floor
C/O Chief Financial Officer
Miami Beach, FL 33139
Telephone: 305/673-7466
Facsimile: 305/673-7795
SUNTRUST EQUIPMENT FINANCE &
LEASING CORP.,
Lessor
f
Name: Donald S. Keough
Title: Vice President
Date:
Address: 300 East Joppa Road, 7th Floor
Towson, MD 21286
Telephone: 410/307-6648
Facsimile: 410/307-6702
This is counterpart No.~ o serially numbered, manually executed counterparts
of this document. To the ext t that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. 1 only,
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
Ord delivered in connection with this Lease Agreement.
2/ 14/2008: FL-Bq-nesc.l~Grev.0104st1 12
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Lease No.: 06488
Equipment Schedule: O1
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:
VARIOUS EQUIPMENT SEE ATTACHED EXHIBIT A-1
2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with Article VII of the Agreement; (b)
Vendor invoice(s) and/or bill(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of payment
thereof (evidence of official intent to reimburse such payment as required by the Code having been delivered separately by Lessee); and (c)
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 Yeaz 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.
X 5. Final Acceptance Certificate. This Acceptance Certificate constitutes fmal 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 MIAMI BEACH, FLORIDA,
Lessee
By. ~ 1'~.~1 ~~t/-
Name: Patricia D. Walker
Title: Chief Financial Officer
Date: 2, ~ zo ~ oS3
This is counterpart No.y of serially numbered, manually executed counterparts
of this document. To the ext t that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. 1 only,
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.
2/14/2008:FL-Bq-nesc.DOC/rev.0104sU 13
Lease No.: 06488
Equipment Schedule: O1
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:
VARIOUS EQUIPMENT SEE ATTACHED EXHIBIT A-2
2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with Article VII of the Agreement; (b)
Vendor invoice(s) and/or bill(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of payment
thereof (evidence of official intent to reimburse such payment as required by the Code having been delivered separately by Lessee); and (c)
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.
X 5. Final Acceptance Certificate. This Acceptance Certificate constitutes fmal 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 dtrection 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 MIAMI BEACH, FLORIDA,
Lessee
B 1`~CJV
Y
Name: Patricia D. Walker
Title: Chief Financial Officer
Date:
This is counterpart No. ~ of serially numbered, manually executed counterparts
of this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. 1 only,
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.
14
2/ 14/2008: FL-Bq-nest. DOGrev.01045t I
Lease Number: 06488
Equipment Schedule: O1
PAYMENT SCHEDULE
The Funding Date with respect to the above referenced Equipment Group shall be February 20, 2008. Lessor shall retain any
interest accruing between the Funding Date and the closing date. The Annual Interest Rate applicable to the Equipment Group shall be
2.91 %. Lessee will make Rental Payments each consisting of Principal and Interest as set forth below for a term of 5 years. The first
Rental Payment is due on April 1, 2008 and subsequent payments are due quarterly on like date thereafter.
Payment Payment Payment Principal Interest Prepayment
Number Date Amount Component Component Price'
1 4/1 /2008 375,144.21 364,874.47 10,269.74 2,761,198.63
2 7/1/2008 386,954.34 367,065.48 19,888.86 2,390,462.49
3 10/1/2008 386,794.21 369,575.76 17,218.45 2,017,190.98
4 1/1/2009 386,635.79 372,106.00 14,529.79 1,641,363.91
5 4/1 /2009 205,833.16 194,010.45 11,822.71 1,445,413.36
6 7/1/2009 206,166.56 195,755.28 10,411.28 1,247,700.53
7 10/1 /2009 206,503.96 197,516.80 8,987.16 1,048,208.56
8 1/1/2010 206,845.48 199,295.25 7,550.23 846,920.36
9 4/1/2010 162,675.31 156,574.96 6,100.35 688,779.65
10 7/1/2010 163,114.77 158,153.50 4,961.27 529,044.61
11 10/1/2010 163,558.91 159,748.21 3,810.70 367,698.91
12 1/1/2011 87,236.28 84,587.75 2,648.53 282,265.29
13 4/1/2011 87,563.26 85,530.11 2,033.15 195,879.87
14 7/1 /2011 87,893.95 86,483.03 1,410.92 108,532.01
15 10/1/2011 88,228.39 87,446.64 781.75 20,210.91
16 1/1/2012 4,089.93 3,944.35 145.58 16,227.11
17 4/1/2012 4,089.93 3,973.05 116.88 12,214.34
18 7/1/2012 4,089.93 4,001.95 87.98 8,172.37
19 10/1/2012 4,089.93 4,031.06 58.87 4,100.99
20 1/1/2013 4,089.93 4,060.39 29.54 0.00
Totals 3,221,598.23 3,098,734.50 122,863.73
CITY OF MIAMI BEACH, FLORIDA,
Lessee
By: -~U/
Name: Patricia D. Walker
Title: Chie Financial Officer
Date: 1 ~2~ ~ d$
* After payment of Rental Payment due on such date
This is counterpart No.''( of serially numbered, manually executed counterparts
of this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. 1 only,
without the need to transfer possession of any other original or counterpart or copy
2/14/2008:FL-Bq-nesc.DOC/rev.0104sd 15 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.
EXHIBIT B-1
Lease Number: 06488
Equipment Schedule: O1
TAX AGREEMENT AND ARBITRAGE CERTIFICATE
This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by CITY OF MIAMI BEACH,
FLORIDA ("Lessee") in favor of SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ("Lessor") in connection with that
certain Master Lease Agreement dated as of February 20, 2008 (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 and refinancing of certain equipment (as applicable, the "Refinanced Equipment", the "New Money Equipment" and collectively
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 $76.169.54 (the
"New Money Principal Amount") and $3,022,564.96 (the "Refinancing Principal Amount") (collectively, the New Money Principal
Amount and the Refinancing Principal Amount shall be known as 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 and refinancing the Refinanced
Equipment and the cost of acquiring, equipping and installing the New Money Equipment which is essential to the governmental functions
of Lessee, which Equipment is described in the Equipment Schedule. The New Money Principal Amount will be disbursed by Lessor on
or promptly after the date of issuance of the Financing Documents to acquire the New Money Equipment. The Refinancing Principal
Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by SUNTRUST BANK, as
escrow agent (the "Escrow Agent") pending the payment of the Refinancing Principal Amount to the current lessor of the Refinanced
Equipment under the terms of that certain Escrow Agreement dated as of February 20, 2008, (the "Escrow Agreement"), by and among
Lessor, Lessee, and Escrow Agent.
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-Arbitrage 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 or (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. Except as permitted under the Code and excluding the Refinancing Principal Amount held under the Escrow Agreement, 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. Except as permitted under the Code, 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 refinancing and 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.
2.7 The Financing Documents provide that the monies deposited in escrow under the Escrow Agreement shall be invested until payments
to the lessor of the Refinanced Equipment can be made. Lessee will ensure that such investment will not result in Lessee's obligations
under the Financing Documents being treated as an "arbitrage bond" within the meaning of Section 148(a) of the Code. Any monies which
16
2/ 19/2008: FL-Bq-nest. DOC/rev.0104st1
are earned from the investment of these funds shall be disbursed as set forth in the Escrow Agreement.
Section 3 Disbursement of Funds• Reimbursement to Lessee.
3.1 It is contemplated that the entire Principal Amount will be used to refinance the Refinanced Equipment and to pay the acquisition cost
of the New Money 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 New Money 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 New Money Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted
the 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 New Money 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 not use any reimbursement payment 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: Temaorarv 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 New Money Principal Amount toward the costs of the New Money Equipment. An
obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment
will proceed with due diligence to the date of final acceptance of the Equipment.
4.2. An amount equal to at least eighty-five percent (85%) of the New Money Principal Amount will be expended to pay the cost of the
New Money Equipment by the end of the three-year period commencing on the date of this Certificate. No portion of the New Money
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. Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount to the Internal
Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual determinations and maintain the
records required by and otherwise comply with the regulations applicable thereto.
Section 5. No Private Use; No Consumer Loan.
5.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than
ten (10%) of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten
percent (10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or
to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of
property or borrowed money used or to be used for a Private Business Use.
In addition, if both (A) more than five percent (5%) of the Principal Amount is used as described above with respect to Private
Business Use and (B) more than five percent (5%) of the Principal Amount plus interest earned thereon is secured by Private Business Use
property or payments as described above, then the excess over such five percent (5%) (the "Excess Private Use Portion") will be used for a
Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will
not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use
Portion is related. For purposes of this paragraph 5.1, "Private Business Use" means use of bond proceeds or bond financed-property
directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural
person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public.
5.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non-
governmental entities or to any governmental agencies other than Lessee.
Section 6. No Federal Guarantee.
6.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by
the United States or an agency or instrumentality thereof.
6.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of
which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or
indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be
"federally guaranteed" within the meaning of Section 149(b) of the Code.
2/19/2008:FL-Bq-nesc.DOC/rev.0104st1 1 7
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 three 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.
20, 2008
CITY OF MIAMI BEACH, FLORIDA,
Lessee
By: ~~~' ~
l.~t/
Name: Patricia D. Walker
Title: Chief Financial Officer
This is counterpart No. 1 of serially numbered, manually executed counterparts
of this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. 1 only,
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.
IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of February
2/19/2008:FL-Bq-nesc.DOC/rev.0104st1 18
EXHIBIT B-2
Lease Number: 06488
Equipment Schedule:
TAX AGREEMENT AND ARBITRAGE CERTIFICATE
This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by CITY OF MIAMI BEACH,
FLORIDA ("Lessee") in favor of SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ("Lessor") in connection with that
certain Master Lease Agreement dated as of February 20, 2008 (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 [FUNDING AMOUNT] (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, or said he Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing
Documents and held by SUNTRUST BANK, as escrow agent (the "Escrow Agent") pending the payment of the Principal Amount to the
vendor or manufacturer or provider of Equipment under the temxs of that certain Escrow Agreement dated as of February 20, 2008, (the
"Escrow Agreement"), by and among Lessor, Lessee, and Escrow Agent.
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 Intemal Revenue Code of 1986, as amended (the "Code").
Section 2. Non-ArbitraEe 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 or (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. Except as permitted under the Code and excluding the Principal Amount held under the Escrow Agreement, 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. Except as permitted under the Code, 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.
2.7 The Financing Documents provide that the monies deposited in escrow under the Escrow Agreement shall be invested until payments
to the vendor or manufacturer or provider of the Equipment can be made. Lessee will ensure that such investment will not result in
Lessee's obligations under the Financing Documents being treated as an "arbitrage bond" within the meaning of Section 148(a) of the
Code. Any monies which are earned from the investment of these funds shall be disbursed as set forth in the Escrow Agreement.
2/14/2008:FL-Bq-nesc.C>OC/rev.0104sd 19
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 the 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
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 not use any reimbursement payment 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; Temuorarv 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 of the items of Equipment will proceed with due
diligence to the date of fmal 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. Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount to the Internal
Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual deternunations and maintain the
records required by and otherwise comply with the regulations applicable thereto.
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 (S%) 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 fmanced-property
directly or indirectly in a trade or business carried on by a natural person or in any activity carved 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, duectly 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, duectly 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.
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.
2/14/2008:FL-Bq-nesaDOGrev.0104st1 2
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 a8er 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 [DATE].
CITY OF MIAMI BEACH, FLORIDA,
Lessee
By:
Name: Patricia D. Walker
Title: Chief Financial Officer
]J14/2008:FL-Bq-nac.DOGrcv.0104st1 2 1
EXHIBIT C
[Escrow]
Lease Number: 06488
RESOLUTION OF GOVERNING BODY
The undersigned further certifies that the Resolution attached hereto is a true, exact, complete and correct copy of the original Resolution
passed by the governing body of the Lessee, and that said Resolution has not been repealed or amended and remains in full force and effect
and further certifies that the Lease executed on behalf of Lessee is the same as presented at such meeting of the governing body of Lessee,
excepting only such changes, insertions and omissions as shall have been approved by the officers who executed the same.
Date: ?~ Z ~ SJ~_
CITY OF MIAMI BEACH, FLORIDA,
Lessee
Attested B ~' f ~'~"` ~~'~" -'"
Y
Name: -2oSe~r1- Pavd.~/
Title: C~~x C~ev-t
This is counterpart No.~ of serially numbered, manually executed counterparts
of this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and 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.
2/14/2008:FL-Bq-nesc.DOC/rtv.0104st1 2 2
EXHIBIT D
Lease No.: 06488
I do hereby certify that I am the duly elected or appointed and acting City Clerk of CITY OF MIAMI BEACH, 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.
INCUMBENCY CERTIFICATE
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 February 20, 2008
between such entity and SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
NAME ~,, TITLE SIGNA
Matti Herera Bower Mayor /J
Patricia D. Walker Chief Financial Officer
IN WITNESS WHEREOF, I have duly executed this certificate as of this ?A F' ay of +rc err vT, ?.~o~.
By: ~~1 vwt U ~~
Name: Robert Parcher
Title: City Clerk
This is counterpart No.~ of serially numbered, manually executed counterparts
of this document. To the exten that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. 1 only,
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.
2/14/?OOS:FL-Bq-nac.DOC/rev.0l04st1 2 3
EXHIBIT E-1
[LETTERHEAD OF LESSEE'S COUNSEL]
February 20, 2008
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
300 East Joppa Road, 7th Floor
Towson, MD 21286
Re: Master Lease Agreement dated as of February 20, 2008 (the "Agreement") by and between SUNTRUST
EQUIPMENT FINANCE & LEASING CORP. ("Lessor") and CITY OF MIAMI BEACH, FLORIDA ("Lessee")
Ladies and Gentlemen:
We have acted as counsel to Lessee with respect to the Agreement described above and various related matters, and in this
capacity have reviewed a duplicate original or certified copy thereof and Equipment Schedule No. O1, 02, and 03 executed pursuant thereto
(together with the Agreement, the "Lease"). The terms capitalized in this opinion but not defined herein shall have the meanings assigned
to them in the Lease. Based upon the examination of these and such other documents as we have deemed relevant, it is our opinion that:
1. Lessee is a political subdivision of the State of Florida (the "State") 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 Lease, and to carry out its obligations
thereunder and the transactions contemplated thereby.
3. The Lease has been duly authorized, executed and delivered by and on behalf of Lessee, and is a legal, valid and binding
obligation of Lessee enforceable in accordance with its terms, subject to the annual appropriation by Lessee of legally available non ad
valorem funds for each fiscal year to make payments required under the Lease in each such fiscal year, 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.
4. The execution of the Lease and the appropriation of moneys to pay the Rental Payments coming due thereunder do not
and will not result in the violation of any constitutional or statutory provision relating to the manner, form or amount of indebtedness which
maybe incurred by Lessee.
Resolution No. of the governing body of Lessee was duly and validly adopted by such governing body on
This opinion may be relied upon by the addressee hereof and its successors and assignees of interests in the Lease, but only with
regard to matters specifically set forth herein.
Very truly yours,
(type name and title under signature)
24
2/14/2008:FL-Bq-nesc.DOC/rev.0104sd
EXHIBIT E-2
[LETTERHEAD OF LESSEE'S COUNSEL]
February 20, 2008
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
300 East Joppa Road, 7th Floor
Towson, MD 21286
Re: Master Lease Agreement dated as of February 20, 2008 (the "Agreement") by and between SUNTRUST EQUIPMENT
FINANCE & LEASING CORP. ("Lessor") and CITY OF MIAMI BEACH, FLORIDA ("Lessee")
Ladies and Gentlemen:
We have acted as counsel to Lessee with respect to the Agreement described above and various related matters, and in this
capacity have reviewed a duplicate original or certified copy thereof and Equipment Schedule No. O1, 02, and 03 executed pursuant thereto
(together with the Agreement, the "Lease"). The terms capitalized in this opinion but not defined herein shall have the meanings assigned
to them in the Lease. Based upon the examination of these and such other documents as we have deemed relevant, it is our opinion that:
1. The authorization and execution of the Lease 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.
2. The execution of the Lease and the appropriation of moneys 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
maybe incurred by Lessee.
3. 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 Lease,
the proper authorization and/or execution of the Lease or the documents contemplated thereby, the appropriation of moneys to make Rental
Payments under the Lease for the current Fiscal Year of Lessee, or the ability of Lessee otherwise to perform its obligations under the
Lease and the transactions contemplated thereby. To the best of our knowledge, no such litigation, action, suit or proceeding is threatened.
The Equipment is personal property, and when used by Lessee will not be or become fixtures under the laws of the State.
5. Resolution No. of the governing body of Lessee was duly and validly adopted by such governing body on
,and such resolution has not been amended, modified, supplemented or repealed and remains in full force and
effect.
This opinion may be relied upon by the addressee hereof and its successors and assignees of interests in the Lease, but only with regard to
matters specifically set forth herein.
Very truly yours,
(type name and title under signature)
2/14/2008.FL-Bq-nesc.DOC/rev.0104s0 _ 25
FORM OF OPINION: FOR SCHEDULES ADOPTED PURSUANT TO THE AUTHORIZING MASTER
RESOLUTION No. ,dated
EXHIBIT E-3
[LETTERHEAD OF LESSEE'S COUNSEL]
[DATE OF LEASE]
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
300 East Joppa Road, 7th Floor
Towson, MD 21286
Re: Master Lease Agreement dated as of February 20, 2008 (the "Agreement") by and between SUNTRUST EQUIPMENT
FINANCE & LEASING CORP. ("Lessor") and CITY OF MIAMI BEACH, FLORIDA ("Lessee")
Ladies and Gentlemen:
We have acted as counsel to Lessee with respect to the Agreement described above and various related matters, and in this
capacity have reviewed a duplicate original or certified copy thereof and Equipment Schedule No. _ executed pursuant thereto (together
with the Agreement, the "Lease"). The terms capitalized in this opinion but not defined herein shall have the meanings assigned to them in
the Lease. Based upon the examination of these and such other documents as we have deemed relevant, it is our opinion that:
1. Lessee is a political subdivision of the State of Florida (the "State") 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 Lease, and to carry out its obligations
thereunder and the transactions contemplated thereby.
3. The Lease has been duly authorized, executed and delivered by and on behalf of Lessee, and is a legal, valid and binding
obligation of Lessee enforceable in accordance with its terms, subject to the annual appropriation by Lessee of legally available non ad
valorem funds for each fiscal year to make payments required under the Lease in each such fiscal year, 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.
4. The authorization and execution of the Lease 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.
5. The execution of the Lease and the appropriation of moneys 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 maybe 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 Lease, the proper authorization and/or execution of the Lease or the documents contemplated thereby, the appropriation of moneys
to make Rental Payments under the Lease for the current Fiscal Year of Lessee, or the ability of Lessee otherwise to perform its obligations
under the Lease and the transactions contemplated thereby. To the best of our knowledge, no such litigation, action, suit or proceeding is
threatened.
The Equipment is personal property, and when used by Lessee will not be or become fixtures under the laws of the State.
8. Resolution No. of the governing body of Lessee was duly and validly adopted by such governing body on
,and such resolution has not been amended, modified, supplemented or repealed and remains in full force and
effect.
This opinion may be relied upon by the addressee hereof and its successors and assignees of interests in the Lease, but only with
regard to matters specifically set forth herein.
Very truly yours,
26
2/ 14!2008: FL-Bq-nesc. DOGrev.0104st1
EXHIBIT F
Lease No.: Shown on Schedule I
Equipment Schedule: Shown on Schedule I
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
ESCROW AGREEMENT
This ESCROW AGREEMENT, made and entered into as of the Date shown on Schedule I, by and among SUNTRUST EQUIPMENT
FINANCE & LEASING CORP., a Virginia corporation ("Lessor"), the Lessee named on Schedule I, which is a political subdivision or
public body politic and corporate of the State or Commonwealth shown on Schedule I ("Lessee"), and SUNTRUST BANK, a Georgia
banking corporation, as Escrow Agent ("Escrow Agent").
In consideration of the mutual covenants herein contained, the parties hereto agree as follows:
ARTICLE I. DEFINITIONS AND RECITALS
Section 1.1. DeSnitions. The terms defined in this Section 1.1 shall, for all purposes of this Escrow Agreement, have the meanings
specified below or on Schedule I.
"Acquisition Costs" means, with respect to the Equipment, the contract price paid or the Refmancing Principal Amount as defined in any
related Tax Agreement and Arbitrage Certificate, to be paid to the person entitled to such payment upon acquisition or delivery of any
portion of the Equipment in accordance with the purchase order or contract therefor. Acquisition Costs may include the administrative,
engineering, legal, fmancial and other costs incurred by Lessee in connection with the acquisition, delivery and fmancing of the Equipment,
if approved by Lessor.
"Equipment" means the personal property described in the Acceptance Certificate executed pursuant to the Lease, together with any and
all modifications, additions and alterations thereto, to be acquired from the moneys held in the Equipment Acquisition Fund.
"Equipment Acquisition Fund" means the account by that name established and held by Escrow Agent pursuant to Article II of this
Escrow Agreement.
"Escrow Agent Fee" has the meaning set forth in Section 6.1 and the amount of such Escrow Agent Fee is shown on Schedule I.
"Escrow Agreement" means this Escrow Agreement and any duly authorized and executed amendment or supplement hereto.
"Initial Deposit Amount" means the amount shown as the Initial Deposit Amount on Schedule I.
"Lease" means the Master Lease, together with the Equipment Schedule identified on Schedule I, by and between Lessee and Lessor, and
any duly authorized and executed amendment or supplement thereto.
"Master Lease" means the Master Lease Agreement, dated as of the date shown on Schedule I, by and between Lessee and Lessor,
including any Equipment Schedules entered into thereunder and any duly authorized and executed amendment or supplement thereto.
"Payment Request Form" means the document substantially in the form attached hereto as Exhibit A to be executed by Lessee and
Lessor and submitted to Escrow Agent to authorize payment of Acquisition Costs.
"Qualified Investments" means the ST Leasing -Corp Agency NOW Account, a SunTrust Deposit Account for Escrow customers of
SunTrust Equipment Finance & Leasing Corp. and SunTrust Bank. By signing this Escrow Agreement, Lessee acknowledges that such
Qualified Investment is a permitted investment under any state, county or municipal law applicable to the investment of Lessee's funds.
ARTICLE II. APPOINTMENT OF ESCROW AGENT; AUTHORITY
Section 2.1. Aanointment of Escrow Agent. Lessor and Lessee hereby appoint and employ Escrow Agent to receive, hold, invest and
2/14/2008:FL-Bq-nesc.DOC/rev.0104st1 2 7
disburse the moneys to be paid to Escrow Agent pursuant to this Escrow Agreement and to perform certain other functions, all as
hereinafter provided. By executing and delivering this Escrow Agreement, Escrow Agent accepts the duties and obligations of Escrow
Agent hereunder.
Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and no additional duties or obligations shall be
implied hereunder. In performing its duties under this Escrow Agreement, or upon the claimed failure to perform any of its duties
hereunder, Escrow Agent shall not be liable to anyone for any damages, losses or expenses which may be incurred as a result of
Escrow Agent so acting or failing to so act; provided, however, Escrow Agent shall not be relieved from liability for damages arising
out of its proven gross negligence or willful misconduct under this Escrow Agreement. Escrow Agent shall in no event incur any
liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of legal counsel, which may be counsel to
any party hereto, given with respect to any question relating to the duties and responsibilities of Escrow Agent hereunder or (ii) any
action taken or omitted to be taken in reliance upon any instrument delivered to Escrow Agent and believed by it to be genuine and to
have been signed or presented by the proper party or parties. Escrow Agent shall not be bound in any way by any agreement or
contract between Lessor and Lessee, including the Master Lease, whether or not Escrow Agent has knowledge of any such agreement
or contract.
Section 2.2. Authority. Each of the parties has authority to enter into this Escrow Agreement, and has taken all actions necessary to
authorize the execution of this Escrow Agreement by the representatives whose signatures are affixed hereto.
ARTICLE III. EQUIPMENT ACQUISITION FUND
Section 3 1 Equipment Acquisition Fund. Escrow Agent shall establish a special escrow account designated as the "Equipment
Acquisition Fund" (the "Equipment Acquisition Fund"), shall keep such Equipment Acquisition Fund separate and apart from all other
funds and moneys held by it and shall administer such Equipment Acquisition Fund as provided in this Escrow Agreement.
Section 3.2. Deposit. Upon execution of the Lease and delivery to Lessor by Lessee of all documents required to be delivered thereunder,
Lessor shall deposit or cause to be deposited with Escrow Agent an amount equal to the Initial Deposit Amount. Escrow Agent shall credit
such amount to the Equipment Acquisition Fund. The Initial Deposit Amount is to be sent by Lessor to Escrow Agent by wire transfer to:
SunTrust Bank, Trust Funds Demand
ABA 061000104
A/C 9443001320
Corporate Agency Services- Orlando
Beneficiary as shown on Schedule I
Attn: Gloria Reyes or Mary Wyatt
Section 3.3. Disbursements. Escrow Agent shall use the moneys in the Equipment Acquisition Fund from time to time to pay the
Acquisition Cost of each item of Equipment, within a reasonable time of receipt with respect thereto of a Payment Request Form executed
by Lessor and Lessee. Upon receipt of a Payment Request Form executed by Lessor and Lessee, an amount equal to the Acquisition Cost
as shown therein shall be paid directly by Escrow Agent to the person or entity entitled to payment as specified therein. Although the
Payment Request Form may have schedules, invoices and other supporting document attached to it, Lessor will send to Escrow Agent only
the page or pages showing the signatures of Lessor and Lessee, the Acquisition Cost and related payment information, without such
schedules, invoices or other supporting documentation. Escrow Agent may act and rely upon the signed Payment Request Form without
the need to review or verify any such schedules, invoices or other supporting documentation.
Section 3.4. Transfers Uaon Completion. Unless all of the funds deposited by Lessor in the Equipment Acquisition Fund have been
previously disbursed pursuant to Section 3.3 or paid to Lessor pursuant to Section 3.5, on the Ending Date shown on Schedule I, Escrow
Agent shall pay upon written direction all remaining moneys in the Equipment Acquisition Fund to Lessor or its assignee for application as
a prepayment of the unpaid Principal under the related Lease. Any amounts paid pursuant to this Section 3.4 shall be subject to a
prepayment fee equal to two percent (2%) of such amount. Lessor shall apply amounts received under this Section 3.4 first to unpaid fees,
late charges and collection costs, if any, which have accrued or been incurred under the Master Lease, then to overdue Principal and
Interest on the Lease and then, in the sole discretion of Lessor, either (i) to Principal payments thereafter due under the Lease in the inverse
order of their maturities or (ii) proportionately to each Principal payment thereafter due under the Lease. In the event that Lessor elects to
apply any such amounts in accordance with clause (i) of the preceding sentence, Lessee shall continue to make Rental Payments as
scheduled in the applicable Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause (ii) of this
Section 3.4, Lessor shall provide Lessee with a revised Payment Schedule which shall reflect the revised Principal balance and reduced
Rental Payments due under the Lease. Capitalized terms used in this Section 3.4, but not defined herein, shall have the meanings given to
such terms in the Lease. Escrow Agent shall have no responsibility to see to the appropriate application of any moneys returned under this
28
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Section 3.4.
With regards to Schedules O1, 02, and 03 to Master Lease Number referenced on Schedule I attached hereto, no prepayment fee, as
described in this Section 3.4 shall be due payable. This shall not apply to a Prepayment Fee as defined in any related Payment Schedule
hereto.
Section 3.5. Liquidation. Upon receipt of written notice from Lessor or Lessee that the Lease has been terminated pursuant to Sections
3.2 or 12.2 thereof, Escrow Agent shall liquidate all investments held in the Equipment Acquisition Fund and transfer the proceeds thereof
and all other moneys held in the Equipment Acquisition Fund to Lessor.
Section 3.6. Responsible Party. The Lessee shall be responsible for the initiation of the disbursement process pursuant to Section 3.3
hereof. Neither Escrow Agent nor Lessor shall be responsible for any additional monies assessed to Lessee resulting from disbursements
made from the Equipment Acquisition Fund.
ARTICLE IV. TRUST; INVESTMENT
Section 4.1. Irrevocable Trust. The moneys and investments held by Escrow Agent under this Escrow Agreement are irrevocably held
in trust for the benefit of Lessor and Lessee, and such moneys, together with any income or interest earned, shall be expended only as
provided in this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either
Lessor or Lessee (other than Lessor's security interest granted hereunder).
Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Equipment
Acquisition Fund or any part of the Equipment Acquisition Fund or to file any financing statement under the Uniform Commercial
Code of any jurisdiction with respect to the Equipment Acquisition Fund or any part thereof.
Section 4.2. Investment. Moneys held by Escrow Agent hereunder shall be invested and reinvested by Escrow Agent only in Qualified
Investments. Such investments shall be registered in the name of Escrow Agent and held by Escrow Agent for the benefit of Lessor and
Lessee. Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Article IV. Such
investments and re-investments shall be made giving full consideration for the time at which funds are required to be available. Any
income received on such investments shall be credited to the Equipment Acquisition Fund and any loss on such investments shall be
charged to the Equipment Acquisition Fund. Escrow Agent shall not be responsible or liable for any loss suffered in connection with any
investment of moneys made by it in accordance with this Article IV.
Section 4.3. Disposition of Investments. Escrow Agent shall, without further duecrion from Lessor or Lessee, sell such investments as
and when required to make any payment from the Equipment Acquisition Fund.
Section 4.4. Accounting. Escrow Agent shall keep complete and accurate records of all moneys received and disbursed under this
Escrow Agreement which shall be available for inspection by Lessor or Lessee, or the agent of either of them, at any time during regular
business hours upon prior written request. Escrow Agent shall furnish to Lessor and Lessee no less than quarterly an accounting of all
investments and interest and income therefrom.
Section 4.5. Termination. This Escrow Agreement shall temunate upon disbursement by Escrow Agent of all moneys held by it
hereunder. Notwithstanding the foregoing, this Escrow Agreement shall not be considered to be terminated until all fees, costs and
expenses of Escrow Agent have been paid in full. Upon termination, Escrow Agent shall be discharged from all duties and responsibilities
under this Escrow Agreement.
ARTICLE V. ESCROW AGENT'S AUTHORITY; INDEMNIFICATION
Section 5.1. Validity. Escrow Agent may act upon any writing or instrument or signature which it believes to be genuine, may assume the
validity and accuracy of any statement or assertion contained in such a writing or instnunent, and may assume that any person purporting to
give any writing, notice, advice or instructions in connection with the provisions .hereof has been duly authorized to do so, and Escrow
Agent shall be under no duty to make any investigation or inquiry as to any of the foregoing. Escrow Agent shall not be liable in any
manner for the sufficiency or correctness as to fo>m, manner and execution, or validity of any instrument deposited with it, nor as to the
identity, authority or right of any person executing the same.
Escrow Agent shall be entitled to rely upon any statement, certificate, document or instrument presented to it by or on behalf of Lessee
by any of the Lessee's Authorized Representatives shown on Schedule I and shall be entitled to rely upon any such statement,
2/14/2008.FL-Bq-nesc.DOGrev.0104st1 2 9
certificate, document or instrument presented to it by any other person who identifies himself or herself as an authorized representative
of Lessee.
Section 5.2. Use of Counsel and Aeents. Escrow Agent may execute any of the trusts or powers hereof and perform the duties required
of it hereunder by or through attorneys, agents, or receivers. Escrow Agent shall be entitled to advice of counsel concerning all matters of
trust and its duties hereunder and shall be paid or reimbursed the reasonable fees and expenses of such counsel, as provided in Section 6.1.
Escrow Agent shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable
care.
Section 5.3. Interpretation. As an additional consideration for and as an inducement for Escrow Agent to act hereunder, it is
understood and agreed that, in the event of any disagreement between the parties to this Escrow Agreement or among them or any
other persons resulting in adverse claims and demands being made in connection with or for any money or other property involved in
or affected by this Escrow Agreement, Escrow Agent shall be entitled, at the option of Escrow Agent, to refuse to comply with the
demands of such parties, or any of such parties, so long as such disagreement shall continue. In such event, Escrow Agent shall make
no delivery or other disposition of the Equipment Acquisition Fund or any part of the Equipment Acquisition Fund. Anything herein to
the contrary notwithstanding, Escrow Agent shall not be or become liable to such parties or any of them for the failure of Escrow
Agent to comply with the conflicting or adverse demands of such parties or any of such parties.
Escrow Agent shall be entitled to continue to refrain and refuse to deliver or otherwise dispose of the Equipment Acquisition Fund or
any part thereof or to otherwise act hereunder, as stated above, unless and until:
1. the rights of such parties have been finally settled by binding arbitration or duly adjudicated in a court having
jurisdiction of the parties and the Equipment Acquisition Fund; or
2. the parties have reached an agreement resolving their differences and have notified Escrow Agent in writing of such
agreement and have provided Escrow Agent with indemnity satisfactory to Escrow Agent against any liability, claims or damages
resulting from compliance by Escrow Agent with such agreement.
In the event of a disagreement between such parties as described above, Escrow Agent shall have the right, in addition to the rights
described above and at the option of Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all money
and property comprising the Equipment Acquisition Fund and may take such other legal action as may be appropriate or necessary, in
the opinion of Escrow Agent. Upon such tender, the parties hereto agree that Escrow Agent shall be discharged from all further duties
and responsibilities under this Escrow Agreement; provided, however, that the filing of any such legal proceedings shall not deprive
Escrow Agent of its compensation hereunder earned prior to such filing and discharge of Escrow Agent of its duties and
responsibilities hereunder.
The parties hereto jointly and severally agree that, whether under this Section 5.3 or any other provisions of this Escrow Agreement, in
the event any controversy arises under or in connection with this Escrow Agreement or the Equipment Acquisition Fund or in the event
that Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Equipment Acquisition
Fund, to pay to Escrow Agent reasonable additional compensation for its extraordinary services and to reimburse Escrow Agent for all
costs and expenses associated with such controversy or litigation, including reasonable attorney's fees.
With regards to Schedules O1, 02, and 03 of the Lease Number Shown on Schedule I, Lessor, Lessee and Escrow Agent hereby agree
that the moneys in the Equipment Acquisition Account are to be used to refinance certain equipment currently leased by the Lessee,
and prepay the related leases between the City and Banc of America Leasing & Capital, LLC.
Section 5.4. Limited Liability of Escrow Agent. Escrow Agent shall not be liable in connection with the performance or observation of
its duties or obligations hereunder except for in the case of its proven gross negligence or willful misconduct. Escrow Agent shall have no
obligation or liability to any of the other parties under this Escrow Agreement for the failure or refusal of any other party to perform any
covenant or agreement made by such party hereunder or under the Master Lease, but shall be responsible solely for the perfom~ance of the
duties and obligations expressly imposed upon it as Escrow Agent hereunder.
Section 5.5. Indemnification. Escrow Agent shall have no obligation to take any legal action in connection with this Escrow
Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which would or might
involve it in any cost, expense, loss or liability unless security and indemnity, as provided in this Section 5.5, shall be furnished.
To the extent permitted by applicable law, Lessee agrees to indemnify Escrow Agent and it officers, directors, employees and agents and
save Escrow Agent and its officers, directors, employees and agents harmless from and against any and all Claims (as hereinafter
2/14/2008:FL-Bq-nesc.DOC/rev.0104s[I 3
defined) and Losses (as hereinafter defined) which may be incurred by Escrow Agent or any of such officers, directors, employees or
agents as a result of Claims asserted against Escrow Agent or any of such officers, directors, employees or agents as a result of or in
connection with Escrow Agent's capacity as such under this Escrow Agreement by any person or entity. For the purposes hereof, the
term "Claims" shall mean all claims, lawsuits, causes of action or other legal actions and proceedings of whatever nature brought
against (whether by way of direct action, counterclaim, cross action or impleader) Escrow Agent or any such officer, director,
employee or agent, even if groundless, false or fraudulent, so long as the claim, lawsuit, cause of action or other legal action or
proceeding is alleged or determined, directly or indirectly, to arise out of, result from, relate to or be based upon, in whole or in part:
(a) the acts or omissions of Lessor or Lessee, (b) the appointment of Escrow Agent as escrow agent under this Escrow Agreement, or
(c) the performance by Escrow Agent of its powers and duties under this Escrow Agreement; and the term "Losses" shall mean losses,
costs, damages, expenses, judgments and liabilities of whatever nature (including but not limited to attorneys', accountants' and other
professionals' fees, litigation and court costs and expenses and amounts paid in settlement), directly or indirectly resulting from,
arising out of or relating to one or more Claims. Upon the written request of Escrow Agent or any such officer, director, employee or
agent (each referred to hereinafter as an "Indemnified Party"), and to the extent permitted by law, Lessee agrees to assume the
investigation and defense of any Claim, including the employment of counsel acceptable to the applicable Indemnified Party and the
payment of all expenses related thereto and, if any assumption of defense is not reasonably acceptable to Lessor and/or Escrow Agent,
then the Indemnified Party shall have the right, and Lessee agrees to pay the cost and expense thereof, to employ separate counsel with
respect to any such Claim and participate in the investigation and defense thereof in the event that such Indemnified Party shall have
been advised by counsel that there may be one or more legal defenses available to such Indemnified Party which are different from or
additional to those available to either Lessor or Lessee. Lessee hereby agrees that the indemnifications and protections afforded
Escrow Agent in this Section 5.5 shall survive the termination of this Escrow Agreement.
ARTICLE VI. COMPENSATION
Section 6.1. Escrow Agent Fee. Escrow Agent and/or Lessor shall be paid by Lessee the Escrow Agency Fees shown on Schedule I for
the ordinary services to be rendered hereunder (the "Escrow Agency Fees") from interest earnings from a deduction taken by Lessor and
expressly authorized by Lessee at the time the Escrow Account is closed, and will be paid and/or reimbursed by Lessee upon request for all
costs, expenses, disbursements and advances, such as reasonable attorney's fees and court costs, incurred or made by Escrow Agent in
connection with carrying out its duties hereunder, including the costs, expenses, disbursements and advances described in Sections 5.2, 5.3
and 6.2. The Escrow Agent Fee and such other costs, expenses, disbursements and advances shall be payable solely from the interest
earnings from the Equipment Acquisition Fund. In the event a shortfall occurs, said shortfall shall be the responsibility of Lessee and not
the responsibility of Escrow Agent, Lessor, or their agents or assigns. Such shortfall shall be paid by Lessee to Escrow Agent within 30
days following receipt by Lessee of a written statement setting forth such shortfall.
Section 6.2. Investment Fees. Escrow Agent shall be entitled to charge reasonable fees and commissions in connection with the
investment by it of amounts held in the Equipment Acquisition Fund (the "Investment Fees"). Investment Fees are more fully delineated
and defined in any prospectus referenced in or attached to the attached Schedule I. Other Investment Fees may apply for self-duected
investment choices or for extraordinary investments outside the Qualified Investment defined herein. Lessor and Lessee hereby authorize
Escrow Agent to periodically deduct the Investment Fees from investment earnings on the Equipment Acquisition Fund.
Section 6.3. Security for Fees and Exaenses. Intentionally Omitted
ARTICLE VII. CHANGE OF ESCROW AGENT
Section 7.1. Removal of Escrow Agent. Lessor and Lessee, by written agreement, may by written request, at any time and for any
reason, remove Escrow Agent and any successor thereto, and shall thereupon appoint a successor or successors thereto, but any such
successor shall have capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and be subject to
supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually,
pursuant to statute or the requirements of any federal or state supervising or examining authority, then for the purposes of this Section 7.1,
the combined capital and surplus of such bank or trust company may be conclusively established in its most recent report of condition so
published.
Section 7.2. Resignation of Escrow Agent. Escrow Agent may resign at any time from it obligations under this Escrow Agreement by
providing written notice to the parties hereto. Such resignation shall be effective on the date set forth in such written notice which shall
be no earlier than 30 days after such written notice has been given, unless an earlier resignation date and the appointment of a successor
Escrow Agent shall have been approved by Lessor and Lessee. In the event no successor escrow agent has been appointed on or prior to
the date such resignation is to become effective, Escrow Agent shall be entitled to tender into the custody of a court of competent
jurisdiction all assets then held by it hereunder and shall thereupon be relieved of all further duties and obligations under this Escrow
2/14/2008:FL-eq-nesc.DOC/rev.0104stl 3 ~'
Agreement. Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder
Section 7.3. Mercer or Consolidation. Any entity into which Escrow Agent may be merged or converted, or with which it may be
consolidated, or any entity resulting from any merger, conversion or consolidation to which it shall be a party, or any company to which
Escrow Agent may sell or transfer all or substantially all of its corporate trust business (provided that such company shall be eligible under
Section 7.1) shall be the successor to Escrow Agent without any execution or filing or further act.
ARTICLE VIII. ADMINISTRATIVE PROVISIONS.
Section 8.1. Notice. All written notices to be given under this Escrow Agreement shall be given by mail, by facsimile or by overnight
courier to the party entitled thereto at its contact information specified on Schedule I, or at such contact information as the party may
provide to the other parties hereto in writing from time to time. Any such notice shall be deemed to have been received 72 hours after
deposit in the United States mail in registered or certified forn~, with postage fully prepaid, or if given by other means, when delivered at
the address or facsimile number specified in Schedule I. Any notice given by any party shall be given to both other parties.
Section 8.2. AssiEnment. Except as expressly herein provided to the contrary, the rights and duties of each of the parties under this
Escrow Agreement shall not be assignable to any person or entity without the written consent of all of the other parties. Notwithstanding
the above, Lessor may freely assign all or any part of its interest in this Escrow Agreement and the Equipment Acquisition Fund in
connection with an assignment by Lessor of its rights under the Lease.
Section 8.3. Bindint Effect. This Escrow Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns.
Section 8.4. Severability. In the event any provision of this Escrow Agreement shall be held invalid or unenforceable by any court of
competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
Section 8.5. Entire Agreement; Amendments. This Escrow Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and
representations, express or implied. By execution of this Escrow Agreement, Escrow Agent shall not be deemed or considered to be a
party to any other document, including the Master Lease.
This Escrow Agreement may be amended, supplemented or modified only by written documents duly authorized, executed and delivered
by each of the parties hereto.
Section 8.6. Captions. The captions or headings in this Escrow Agreement are for convenience only and in no way define, limit or
describe the scope or intent of any provisions, Articles, Sections or clauses hereof.
Section 8.7. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instnunents as
may be necessary or proper to carry out the intention or to facilitate the performance of the parties under this Escrow Agreement, and for
better assuring and confirming the rights and benefits provided herein.
Section 8.8. Governing Law. This Escrow Agreement shall be constnzed and governed in accordance with the laws of the State of
Florida, except with regard to matters which pertain to fiduciary duties, standards, or conduct of the Escrow Agent, which shall be
govemed by the laws of the Commonwealth of Virginia.
Section 8.9. Execution in Counterparts. This Escrow Agreement may be simultaneously executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same Escrow Agreement.
Section 8.10. Waiver of Jury Trial. Lessor, Lessee and Escrow Agent hereby waive any right to trial by jury in any action or proceeding
with respect to, in connection with or arising out of this Escrow Agreement.
Section 8.11. No Tax Reporting. Escrow Agent will not be responsible for tax reporting of any income on the Equipment Acquisition
Fund.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
2/14/2008: FL-Bq-nesc.DOGrev.0104st1 3 2
EXECUTION PAGE OF ESCROW AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the Date of Escrow Agreement shown on Schedule I.
SUNTRUST BANK, SUNTRUST EQUIPMENT FINANCE & LEASING CORP.,
Escrow Agent Lessor
By By
Name: Name: Donald S. Keough
Title: Title: Vice President
CITY OF MIAMI BEACH, FLORIDA,
Lessee
By ~~,~
Name: Patricia D. Walker
[SEAL] Title: Chief Financial Officer
Schedule I Information to Complete Escrow Agreement
Exhibit A Payment Request Form
This is counterpart No. ~ of serially numbered, manually executed counterparts
of this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. 1 only,
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.
2/14/2008:F4Bq-nesc.DOC/rev.0104sd 3 3
SCHEDULE I
INFORMATION TO COMPLETE ESCROW AGREEMENT
Lease Number: 06488
Equipment Schedule: 001
Date of Escrow Agreement: February 20, 2008
Name of Lessee: CITY OF MIAMI BEACH, FLORIDA
Lessee's State /Commonwealth: Florida
Escrow Agency Fees: 250.00 (Waived for Escrow Accounts for Schedules O1, 02, & 03 for this Lease Number)
Investment Fees, if any, are more fully defined on the attached prospectus or summary
sheet, if any. Obviously, some investment vehicles produce a yield for the fmancial
institution in excess of the published yield to the depositor.
Initial Deposit Amount:
Date of Master Lease Agreement:
Beneficiary Name for Fund:
Ending Date:
Lessee's Address:
$3,022,564.96
February 20, 2008
CITY OF MIAMI BEACH, FLORIDA
August 31, 2009
1700 Convention Center Drive
Finance Department; 3`d Floor
Miami Beach, FL 33139
Attention: Patricia D. Walker
Lessee's Telephone: 305/673-7466
Lessee's Facsimile: 305/673-7795
Lessee's Taxpayer Identification Number: 59-6000372
Lessee's Authorized Representatives Matti Herrera Bower, Mayor ~ ~ ~ e]
Patricia D. Walker, Chief Financial Officer [signature]
Escrow Agent's Address: SunTrust Bank, Trust Funds Demand
200 South Orange Avenue
Orlando, FL 32801
Attention: Gloria Reyes or Mary Wyatt
Escrow Agent's Telephone: (407) 237-4240
Escrow Agent's Facsimile: (407) 237-5299
Lessor's Address:
Lessor's Telephone:
Lessor's Facsimile:
Lessor's Taxpayer Identification Number:
2/ 14/2008: FL-nq-nesc.DOC/rev.0104stl
SunTrust Equipment Finance & Leasing Corp.
300 E. Joppa Road, 7th Floor
Towson, Maryland 21286
Attention: Escrow Disbursement Coordinator
(410) 307-6749
(410)307-6665
This is counterpart No.~ of serially numbered, manually executed counterparts
of this document. To the exten that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. 1 only, .
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,
3 4 addenda, schedules, certificates, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
Fact Sheet: SunTrust Bank Escrow Deposit Account for
SunTrust Equipment Finance & Leasing Corp. Customers
The SunTrust Bank Escrow deposit account was established exclusively for municipal and not-
for-profit clients of SunTrust Leasing. It allows the client's escrow funds to earn a competitive
rate of interest, indexed to the Federal Reserve fund ("fed funds") rate.
Features include:
^ Interest earned on 100% of the collected balances (with no deduction for reserves).
^ Interest is paid/credited monthly.
^ Unlimited access for escrow activity.
^ No transaction fees.
^ No minimum balance requirement.
^ No monthly maintenance fee.
^ FDIC Insured
Current Rate:
Interest Rate
Date
Member FDIC o 2006 SunTrust Banks, Inc. SunTrust is a federally registered service mark of SunTrust Banka, Inc.
2/14/2008:FL-Bq-nesc.DOGrev.0104sti 3 5
Lease Number: 06488
Equipment Schedule: 001
EXHIBIT A
PAYMENT REQUEST FORM NO.
SUNTRUST BANK, as Escrow Agent under an Escrow Agreement dated as of February 20, 2008 (the "Escrow Agreement") by
and among the Escrow Agent, SUNTRUST EQUIPMENT FINANCE & LEASING CORP., as Lessor, and CITY OF MIAMI
BEACH, FLORIDA, as Lessee, is hereby requested to pay, from the Equipment Acquisition Fund, to the person or entity designated
below as payee, that amount set forth opposite each such name, in payment of the Acquisition Costs of the Equipment designated opposite
such payee's name and described on the attached page(s). The terms capitalized in this Payment Request Form but not defined herein shall
have the meanings assigned to them in the Escrow Agreement.
Pavee
The Lessee hereby certifies that:
Amount
Equipment
1. Attached hereto is a duplicate original or certified copy of the following documents relating to the order, delivery and
acceptance of the Equipment described in this Payment Request Form: (a) a manufacturer's or dealer's invoice; and (b) unless this
Payment Request Form relates to partial payment of a Vendor, as defined in the Lease, in connection with a purchase order approved by
Lessor, Lessee's Acceptance Certificate relating to the Equipment.
2. The representations and warranties contained in the Lease are true and correct as of the date hereof.
3. No Non-Appropriation or Event of Default, as each such term is defined in the Lease, or event which with the giving of
notice or passage of time or both would constitute an Event of Default, has occurred.
Dated: , 20_.
CITY OF MIAMI BEACH, FLORIDA,
Lessee
By
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.,
Lessor
By
Name: Name:
Title: Title:
Date: Date:
2/14/2008:FL-Bq-nesc.DOGrev.0l04stl 3 6
EXHIBIT Gl
Lease No.: 06488
Equipment Schedule: O1
DATE: February 20, 2008
TO:
Insurance Agent Name & Address
Phone Number and Fax Number
Gentlemen:
CITY OF MIAMI BEACH, FLORIDA has entered into a Master Lease Agreement dated as of February 20, 2008 with
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.. In accordance with the Agreement, Lessee certifies that it has instructed
the insurance agent named above to issue:
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long Form Loss
Payable Clause naming SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and/or its assigns as Loss Payee.
The Coverage Required is $3,098,734.50.
b. Public Liability Insurance evidenced by a Certificate of Insurance naming SUNTRUST EQUIPMENT FINANCE &
LEASING CORP. and/or its assigns as Additional Insured.
The following minimum coverage is required:
Liability: $ 500,000.00 per person
Liability -Bodily Injury: $1,000,000.00 aggregate
Liability -Property Damage: $1,000,000.00 property damage liability
PROPERTY: VARIOUS EQUIPMENT SEE ATTACHED EXHIBIT A-1 AND A-2
LOCATION: VARIOUS LOCATIONS SEE ATTACHED EXHIBIT A-1 AND A-2
Upon issuance of the coverage outlined above, please mail a certificate of insurance to SUNTRUST EQUIPMENT
FINANCE & LEASING CORP., 300 East Joppa Road, ?"' Floor, Towson, MD 21286.
Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated.
Very truly yours,
CITY OF I BEACH, FLORIDA
2/ 14/2008: FL-Bq-nest. DOC/rev.0104st1 3 7
This is counterpart No.~ of serially numbered, manually executed counterparts
of this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and 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: ~-~C.Y
Name: Patricia D. Walker
Title: Chief Financial Officer
Date: Z (2 o f p~
EXHIBIT G2
Lease Number: 06488
Equipment Schedule: O1
QUESTIONNAIRE FOR SELF-INSURANCE TO
MASTER LEASE AGREEMENT
In connection with the Master Lease Agreement (the "Agreement"), dated as of February 20, 2008, made and entered into by and between
SUNTRUST EQUIPMENT FINANCE & LEASING CORP., as Lessor (the "Lessor"), and the lessee identified below, as Lessee (the
"Lessee"), Lessee warrants and represents to Lessor the following information. The terms capitalized herein but not defined herein shall
have the meanings assigned to them in the Agreement.
1. Property Insurance.
a. Lessee is self-insured for damage or destruction to the Equipment.
YES NO (circle one)
If yes, the dollar amount limit for property damage to the Equipment under the Lessee's self-insurance program is $
b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for property damage
to the Equipment as indicated above.
YES NO (circle one)
If yes, the umbrella policy provides coverage for all risk property damage.
YES NO (circle one)
If yes, the dollar limit for property damage to the Equipment under such umbrella policy is $
2. Liability Insurance.
a. 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.
YES NO (circle one)
If yes, the dollar limit for such liability claims under the Lessee's self-insurance program is $
b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for liability
including injury or death of persons or damage to property as indicated above.
YES NO (circle one)
If yes, the umbrella policy provides coverage 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.
YES NO (circle one)
If yes, the dollar amount of the umbrella policy's limits for such liability coverage is $
3A. Selflnsurance Fund.
a. Lessee maintains aself-insurance fund.
YES NO (circle one)
If yes, please complete the following:
Monies in the self-insurance fund are subject to annual appropriation.
YES NO (circle one)
The total amount maintained in the self-insurance fund to cover Lessee's self-insurance liabilities is $
b. Amounts paid from the Lessee's self-insurance fund are subject to limitations for each claim.
YES NO (circle one)
If yes, the dollar amount of limit per claim is $
2l14/2008~FL-Bq-nesc.DOC/rev.0104sq 3 8
3B. No Selflnsurance Fund.
a. If Lessee does not maintain aself-insurance fund, please complete the following:
Lessee obtains funds to pay claims for which it has self-insured from the following sources:
b. The limitations on the amounts payable for claims from the above sources are as follows:
4. Authority.
a. 'The following entity or officer has authority to authorize payment for claim:
b. In the event the entity or officer named in the prior response denies payment of a claim, does the claimant have recourse to
another administrative officer, agency or the courts?
YES NO (circle one)
If yes, to whom does the claimant have recourse?
5. Certificates of Insurance.
Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee.
IN WITNESS WHEREOF, Lessee has caused this Questionnaire to be executed as a supplement to the representations of Lessee in the
Agreement by its duly authorized officer.
CITY OF MIAMI BEACH, FLORIDA,
Lessee
By:
Name: Patricia D. Walker
Title: Chie~F' ncialOfficer
Date: Z 'Z~O$
Telephone: 305/673-7466
Facsimile: 305/673-7795
Attachment
This is counterpart No.~ of~serially numbered, manually executed counterparts
of this document. To the ext t that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and 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, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
2/14/2008:FL-Bq-nesc.DOC/rev.0104sd 3 9
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
ADDENDUM TO EQUIPMENT SCHEDULE NO.Ol
TO MASTER LEASE AGREEMENT (LEASE N0.06488)
RELATING TO SELF-INSURANCE
THIS ADDENDUM is made as of February 20, 2008, between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. (the
"Lessor") and CITY OF MIAMI BEACH, FLORIDA (the "Lessee").
Recitals
A. Lessor and Lessee have entered into a Master Lease Agreement dated as of February 20, 2008 (the "Agreement").
B. Lessee desires to lease equipment described in Equipment Schedule No. O1 to the Agreement (the "Equipment") and Lessee has
requested that Lessor lease such Equipment to Lessee.
C. With respect to Equipment Schedule No. O1, 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 aNon-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. O1 through self-
insurance.
6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. O1 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 if Lessee's credit
and/or bond rating has been downgraded to less than BBB and 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.
CITY OF MIAMI BEACH, FLORIDA, SUNTRUST EQUIPMENT FINANCE &
LEASING CORP.,
Lessee Lessor
C'/ ~ /~ ' _ ~~____
By: f ~./~ ~-~/ By:
Name: Patricia D. Walker Name: Donald S. Keough
Title: Chief Financial Officer Title: Vice President
Date: L ` Z,o `~~ Date:
This is counterpart No. ~ of ~ serially numbered, manually executed counterparts
of this document. To the extent that this Lease Agreement constitutes chattel paper
4 0 under the Uniform Commercial Code, a security interest in [his Lease Agreement
2/14/2W8~FL-Bq-nesc.DOGrev.0104stl may be created through the transfer and possession of Countepart 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.