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SunTrust Equipment Schedule 3a~o~- ~ ~7GL ~~;~ Su~'IhusTr° SENT VIA EMAIL lreitertu~ssd.com City of Miami Beach, Florida Luis Reiter, Esq. 1700 Convention Center Drive Finance Department; 3`~ Floor Miami Beach, FL 33139 Dear Mr. Reiter: February 14, 2008 Re: Equipment Schedule #06488-003 Enclosed you will find the following documentation with regards to financing equipment for your review and execution: Schedule Documentation: • Exhibit A-Equipment Schedule No. 03 • 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 F-Escrow Agreement, with its Schedule I and Exhibit A-Form of Disbursement Request • Exhibit G-1-Confirmation of Outside Insurance • Exhibit G-2-Questionnaire for Self-Insurance to Lease and Addendum In order to avoid any potential Rate increase, please return the enclosed executed documents, via priority express delivery service (ex. Fed Ex or UPS), for my receipt on or before the morning of Wednesday, February Z0, 2008 as follows: Ericka Donham 410-307-6730 SunTrust Equipment Finance & Leasing Corp. 300 East Joppa Road. 7`h 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; ON FILE Exhibit A -Equipment Schedule No. 03 (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; ON FILE Exhibit D -Master Incumbency Certificate for Financing up to $37.SMM; ON FILE Exhibit E-1 -Opinion of Outside Counsel (For Schedule O1, 02, and 03); ON FILE Exhibit E-2 -Opinion of City Attorney (For Schedule O1, 02, and 03); ON FILE Exhibit E-3 -Form of Opinion of City Attorney (For Future Schedules); N/A 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). 2/14/2008: FL-Bq-nesc.dodrev.01/04st1 EXHIBIT A EQUIPMENT SCHEDULE N0.03 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 reaffim~s 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 $5,709,372.85 (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 $ 5,479,310.60-ESCROW VARIOUS EQUIPMENT SEE ATTACHED EXHBIT A-2 $ 161,049.00-REIMBURSEMENT COSTS OF ISSUANCE: $ 69,013.25 TOTAL : $ 5,709,372.85 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 Name: Patricia D. Walker Title: Chief mancialOfficer Date: L ~Z O ~~ $ 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 Address: 300 East Joppa Road, 7th Floor Towson, MD 21286 Telephone: 410/307-6648 Facsimile: 410/307-6702 2/ 14/2008: FL-Bq-nest. 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Z U O ~ ~ H ~ m Q F- o zw ~z w~ E- z U ~ ~ ~ o ~ N Lease No.: 06488 Equipment Schedule: 03 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~.~-- l 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 duects 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: Name: Patricia D. Walker Title: Chief Financial Officer Date: 2/ 14/2008 FL-Bq-nest. DOGrev. O 104 st I Lease No.: 06488 Equipment Schedule: 03 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--c~ 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 dtrecting 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: ~ I~-Cl~ Name: Patricia D. Walker Title: Chief Financial Officer Date: Z I Lo I ~$ This is counterpart No.~ of serially numbered, manually executed counterparts of this document. To the ext 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 Countezpart 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: F4 Bq-nest. DOC/re v.0104s q Lease Number: 06488 Equipment Schedule: 03 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 3.53%. Lessee will make Rental Payments each consisting of Principal and Interest as set forth below for a term of 10 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 196,065.09 173,111.82 22,953.27 5,591,623.64 2 7/1/2008 222,259.00 173,401.49 48,857.51 5,416,488.14 3 10/1/2008 222,126.06 174,798.82 47,327.24 5,239,941.33 4 1/1/2009 221,992.75 176,208.11 45,784.64 5,061,971.14 5 4/1/2009 221,859.13 177,629.53 44,229.60 4,882,565.31 6 7/1 /2009 221,725.16 179,063.14 42,662.02 4,701,711.54 7 10/1 /2009 221,590.86 180,509.07 41,081.79 4,519,397.38 8 1/1/2010 221,456.24 181,967.44 39,488.80 4,335,610.26 9 4/1/2010 221,321.29 183,438.36 37,882.93 4,150,337.52 10 7/1/2010 221,186.03 184,921.94 36,264.09 3,963,566.37 11 10/1 /2010 221,050.45 186,418.29 34,632.16 3,775,283.89 12 1/1/2011 220,914.55 187,927.54 32,987.01 3,585,477.07 13 4/1 /2011 220,778.35 189,449.80 31,328.55 3,394,132.79 14 7/1 /2011 220,641.85 190,985.19 29,656.66 3,201,237.74 15 10/1/2011 220,505.03 192,533.82 27,971.21 3,006,778.59 16 1/1/2012 220,367.93 194,095.83 26,272.10 2,810,741.80 17 4/1/2012 205,220.64 180,661.43 24,559.21 2,628,273.75 18 7/1/2012 205,113.16 182,148.29 22,964.87 2,444,303.98 19 10/1/2012 205,005.61 183,648.20 21,357.41 2,258,819.30 20 1/1/2013 204,897.96 185,161.24 19,736.72 2,071,806.44 21 4/1/2013 204,790.25 186,687.58 18,102.67 1,883,251.98 22 .7/1/2013 204,682.44 188,227.29 16,455.15 1,693,142.42 23 10/1/2013 204,574.59 189,780.55 14,794.04 1,501,464.06 24 1 /1 /2014 204,466.69 191,347.46 13,119.23 1,308,203.13 25 4/1/2014 192,255.22 180,824.63 11,430.59 1,125,570.25 2/14/2008: PL-Bq-nest. DOGrev.0104sU 5 Lease Number: 06488 Equipment Schedule: 03 PAYMENT SCHEDULE Payment Payment Payment Principal Interest Prepayment Number Date Amount Component Component Price* 26 7/1/2014 192,194.76 182,359.95 9,834.81 941,386.70 27 10/1 /2014 192,134.48 183,909.00 8,225.48 755,638.61 28 1/1/2015 192,074.37 185,471.88 6,602.49 568,312.01 29 4/1/2015 140,021.10 135,055.40 4,965.70 431,906.06 30 7/1/2015 140,129.89 136,356.06 3,773.83 294,186.44 31 10/1/2015 140,239.83 137,669.34 2,570.49 155,140.40 32 1/1/2016 30,960.02 29,604.46 1,355.56 125,239.90 33 4/1/2016 31,025.83 29,931.53 1,094.30 95,009.05 34 7/1/2016 31,092.41 30,262.26 830.15 64,444.17 35 10/1/2016 31,159.77 30,596.68 563.09 33,541.52 36 1/1/2017 6,818.76 6,525.69 293.07 26,950.58 37 4/1/2017 6,818.76 6,583.28 235.48 20,301.47 38 7/1/2017 6,818.76 6,641.37 177.39 13,593.68 39 10/1/2017 6,818.76 6,699.98 118.78 6,826.70 40 1/1/2018 6,818.76 6,759.11 59.65 0.00 Totals 6,501,972.59 5,709,372.85 792,599.74 CITY OF MIAMI BEACH, FLORIDA, Lessee ~ By. Name: Patricia D. Walker Title: Chief Financial Officer Date:Tl ~ ~ $ * After payment of Rental Payment due on such date. 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 Countapart 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. L14Y1008:FL-Bq-ncsc.DOGrev.0104st1 6 EXHIBIT B-1 Lease Number: 06488 Equipment Schedule: 03 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 $230,062.25 (the "New Money Principal Amount") and $5,479,310.60 (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 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 8 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 aRer 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 February 20, 2008. CITY OF MIAMI BEACH, FLORIDA, Lessee ~~ By: Name: Patricia D. Walker Title: Chief Financial Officer 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/ 19/2008: Fl.-Bq-nest. DOC/rev.0104st I 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. Definitions. 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.0i04st1 1 ~ 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 Upon 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 temps in the Lease. Escrow Agent shall have no responsibility to see to the appropriate application of any moneys returned under this Z/14/2008:FL-Bq-nesc.DOC/rev.OlOdstl 11 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. Resuonsible Partv. 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. Disuosition of Investments. Escrow Agent shall, without further direction 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 famish 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 terminate 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 instrument, 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 form, 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.DOC/ree0104st1 12 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.0104st1 13 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-directed 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 Expenses. 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 Filly 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-Bq-nes~.DOC/ree0104st1 14 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 fom~, 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. Assignment. 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. Binding 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. Caations. 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 instruments as may be necessary or proper to carry out the intention or to facilitate the perfom~ance 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 construed 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 governed by the laws of the Commonwealth of Virginia. Section 8.9. Execution in Counteraarts. 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 Jurv 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 Resorting. Escrow Agent will not be responsible for tax reporting of any income on the Equipment Acquisition Fund. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 2/ 14/2006: FL-Bq-nesc.DOC/rev.0104sd 15 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 B ~ ~- -" Y 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 t{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. 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.DOGrev.0104st1 16 SCHEDULE I INFORMATION TO COMPLETE ESCROW AGREEMENT Lease Number: 06488 Equipment Schedule: 003 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 financial 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: $5,479,310.60 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 ~~~-~'lsignature] 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: SunTrust Equipment Finance & Leasing Corp. 300 E. Joppa Road, 7th Floor Towson, Maryland 21286 Attention: Escrow Disbursement Coordinator (410) 307-6749 (410)307-6665 2/14/2008.FL-Bq-nesc.DOC/rev.0104st1 17 This is cotmterpart 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 Countedart 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 m 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 m 2006 SunTrust Banks, Inc. SunTrust is a federally registered service mark of SunTrust Banks, inc. Y14/2008:EL-Bq-nesc.DOC/rev.0104st1 18 Lease Number: 06488 Equipment Schedule: 003 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. 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 Name: Title: Date: SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessor By Name: Title: Date: 2/ 14/2008. FL-Bq-nesc.DOGree0104stl 1 9 EXHIBIT Gl Lease No.: 06488 Equipment Schedule: 03 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 $5,709,372.85. 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, 7`h 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 IAMI BEACH, FLORIDA 2/ 14/2008:FL-Bq-nesc.DOGrev.0104st1 2 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 Countpart 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. By: Name: Patricia D. Walker Title: Chief Financial Officer Date: Z ~ Lo ( O $ EXHIBIT G-2 Lease Number: 06488 Equipment Schedule: 03 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. Self Insurance 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 $ Z14@OOS~FL-Bq-nesc.DOGrev.0104st1 2 1 3B. No Self Insurance 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. Corti acates oflnsurance. 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: l I~w Name: Patricia D. Walker Title: Chie~F' cial0fficer Date: Z 2~~~$ Telephone: 305/673-7466 Facsimile: 305/673-7795 Attachment 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. 7114/2008PL-Bq-nesc.l~C/rev.0104st1 2 2 SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ADDENDUM TO EQUIPMENT SCHEDULE N0.03 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, FLORH)A (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. 03 to the Agreement (the "Equipment") and Lessee has requested that Lessor lease such Equipment to Lessee. C. With respect to Equipment Schedule No. 03, 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 temps 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 Questiormaire 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 infom~ation 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. 03 through self- insurance. 6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 03 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 fast above written. CITY OF MIAMI BEACH, FLORIDA, Lessee By: ~ ~~ Name: Patricia D. Walker Title: Chie~FinancialOfficer Date: Z 2 0 ~ 0~ 2/ 14/2008: FL-Bq-nest. DOC/rev.0104s11 SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessor By: Name: Donald S. Keough Title: Vice President Date: This is counterpart No. ~ of serially numbered, manually executed counterparts 2 3 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. I 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.