Res 37-04
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RESOLUTION NO. 37-04
RESOLUTION AUTHORIZING THE
EXECUTION AND DELIVERY OF A MASTER
LEASE AGREEMENT, EQUIPMENT
SCHEDULE NO. 01 AND RELATED
INSTRUMENTS, AND DETERMINING OTHER
MATTERS IN CONNECTION THEREWITH.
WHEREAS, at a duly called meeting of the governing body of Lessee held in accordance with all
applicable legal requirements, including open meeting laws; and
WHEREAS, the governing body of City of Delray Beach, FL ("Lessee") desires to obtain certain
equipment (the "Equipment") described in Equipment Schedule No. 01 to the Master Lease
Agreement (collectively, the "Lease") with SUNTRUST LEASING CORPORATION, the form of
which has been available for review by the governing body of Lessee prior to this meeting; and
WHEREAS, the Equipment is essential for the Lessee to perform its governmental functions; and
WHEREAS, the funds made available under the Lease will be applied to the acquisition of the
Equipment in accordance with such Lease; and
WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal
bidding requirements, to arrange for the acquisition of the Equipment; and
WHEREAS, Lessee proposes to enter into the Lease with SUNTRUST LEASING
CORPORATION substantially in the form presented to this meeting.
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF LESSEE AS
FOLLOWS:
Section 1. It is hereby found and determined that the terms of the Lease in the form presented to this
meeting and incorporated in this resolution are in the best interests of Lessee for the acquisition of the
Equipment.
Section 2. The Lease and the acquisition and financing of the Equipment under the terms and
conditions as described in the Lease are hereby approved. The Mayor of Lessee and any other officer
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of Lessee who shall have power to execute contracts on behalf of Lessee be, and each of them hereby
is, authorized to execute, acknowledge and deliver the Lease with any changes, insertions and
omissions therein as may be approved by the officers who execute the Lease, such approval to be
conclusively evidenced by such execution and delivery of the Lease. The Mayor of the Lessee and any
other officer of Lessee who shall have power to do so be, and each of them hereby is, authorized to
affix the official seal of Lessee to the Lease and attest the same.
Section 3. The proper officers of Lessee be, and each of them hereby is, authorized and directed to
execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other
documents and to do or cause to be done any and all other acts and things necessary or proper for
carrying out this resolution and the Lease.
Section 4. Pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the
"Code''), Lessee hereby specifically designates the Lease as a "qualified tax-exempt obligation" for
purposes of Section 265(b)(3) of the Code.
The undersigned further certifies that the above 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: May 18, 2004
CITY OF DELRAY BEACH, FL
Lessee
By: 8;#¡ l ~'-
Name:
Title:
TeffPerlrnan
Mayor
Attested By.JyJltmA )/fjj¡-
Name:
Title:
Barbara Garito
Cit;y Clerk
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CITY OF DELRA Y BEACH, FL
INDEX TO LEGAL DOCUMENTS
NON BANK-QUALIFIED NON-ESCROW
Master Lease Agreement;
Exhibit A - Equipment Schedule No. 01;
Acceptance Certificate;
Payment Schedule;
Exhibit B-1 - Tax Agreement and Arbitrage Certificate;
Exhibit C - Resolution of Governing Body;
Exhibit D - Incumbency Certificate;
Exhibit E - Opinion of Counsel;
Exhibit F - Omitted Intentionally;
Exhibit G-l Confirmation of Outside Insurance;
Exhibit G-2 Questionnaire for Self-Insurance to Lease and Addendum;
Form 8038-G.
SUNTRUST LEASING CORPORATION
MASTER LEASE AGREEMENT
LEASE NUMBER 02649
This MASTER LEASE AGREEMENT (the "Agreement"), dated as of May 20, 2004 is made and entered into by and between
SUNTRUST LEASING CORPORATION, a Virginia corporation, as lessor (the "Lessor"), and CITY OF DELRAY BEACH, FL 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 NI A , a NI A 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, if applicable, 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 all
of Lessee's obligations under this Agreement, as evidenced by the passage of an ordinance or resolution specifically prohibiting Lessee
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from performing 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 Ryhihits.
Fxhihit A: Equipment Schedule including form of Acceptance Certificate and form of Payment Schedule.
Fxhihit R-l : Form of Tax Agreement and Arbitrage Certificate (Non-Escrow).
Fxhihit C-1: Form of Resolution of the Governing Body of Lessee relating to each Lease (Non-Escrow).
Fxhihit 0: Form of Incumbency Certificate as to each officer or representative of Lessee executing this Agreement or any Lease.
Fxhihit F: Form of Opinion ofIndependent Counsel to Lessee.
Fxhihit F: Omitted Intentionally.
Rxhihit 0-1 : Form of Confirmation of Outside Insurance.
Rxhihit 0-7: Form of Questionnaire for Self-Insurance and Addendum to Equipment Schedule Relating to Self-Insurance.
ARTICLE II. LEASE OF EQUIPMENT
Section 2 1 Acquisition of F,quipment~ 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 22 Dishursement. 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) financing statements executed by
Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment
which is 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 ~ T ,ea~ej Possession and Use. Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from
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 Rscrow 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.
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ARTICLE III. TERM
Section 11 Term. This Agreement shall be in effect from tbe Agreement Date until the earliest of (a) termination under Section 3.2 or (b)
termination under Section 12.2; provicieci, 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 3.2.
Section 1 2 Termination hy T ,e~see. In the sole event of Non-Appropriation, this Agreement and each Lease hereunder shall terminate, 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 may effect such termination by giving Lessor a written notice of termination 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. 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 11 F,ffect of Termination. Upon termination 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.
Section 14 Termination ofT ,p.ase Term. The Lease Term with respect to any Lease will terminate upon the occurrence of the first 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 terminate 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 41 Rental Payments. Lessor and Lessee confirm their understanding and agreement that (a) all payments due under the
Agreement are to be made only from Lessee's legally available and appropriated revenues from sources other than ad valorem or
other taxes, (b) that Lessee shall not be obligated to pay any sums due under the Agreement from the proceeds of ad valorem or other
taxes, a~d (c) that 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. The Lessee agrees to pay the Rental Payments due as specified in the Payment Schedule in Exhibit A. 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 Rxpense. The obligations of Lessee, including its obligation to pay the Rental Payments due in any Fiscal Year of a
Lease Term, 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 41 IJnc.onditional Rental Payment~. The Lessee's obligation to make Rental Payments shall be absolute and unconditional.
Also, any other payments required hereunder shall be absolute and unconditional. 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 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 PREP A Y
Section ~ 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 shall include a prepayment fee) as set forth in the related Payment Schedule,
provided there has been no Non-Appropriation or Event of Default.
Section ~ 2 F,xercise 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
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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. R elea~e of T ,essor's T nterest. 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 () 1 Representations and Warranties of T ,e~see. 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 financing 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 terminated by Lessee as a result of insufficient funds being appropriated in any
Fiscal Year. No event has occurred which would constitute an 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.
Seetion () 2 Covenants of T ,essee. 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 permits 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.
(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 will include in the budget request for each Fiscal Year the Rental
Payments to become due during such Fiscal Year, and will use all reasonable and lawful means available 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 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 sufficient to make all
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Rental Payments can and will lawfully be appropriated and made available to permit Lessee's continued utilization of the Equipment in the
performance of its essential functions during the applicable Lease Terms.
(e) Lessee shall assure that its obligation to pay Rental Payments is not directly or indirectly secured by any interest in property, other
than the Equipment, 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 and that the Rental Payments will not be directly or indirectly secured by or derived from
any payments of any type other than from the Lessee's legally available non-ad valorem revenues.
(f) Upon Lessor's request, Lessee shall provide Lessor with current financial 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 I) ~ T9Y Rel9ted Represent9tions¡ W9rr9nties 9nd 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 notice, in any form, from the Internal Revenue Service or (ii) reasonably
determines, based on an opinion of independent 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 imposed 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
Se~tion 7 1 l,i9hili(y 9nd Proper(y Insnr9nce 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 72 Workers' Compens9tion Insnrance. 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 ~ Insnr9nce Reqnirements
(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
aside and maintained for that purpose which must be fully described in a letter delivered to Lessor in form acceptable to Lessor.
(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-I 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 I,oss. To the extent permitted by applicable laws of the State, as between Lessor and Lessee, Lessee assumes all risks
and liabilities fÌ"om 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, 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 othetwise
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
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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 ~ Destrnction of F.qnipment. 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 R 1 Maintenance of F.qnipment. Lessee shall notify Lessor in writing prior to moving the Equipment to another address and
shall otheIWise 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 ~n integral portion of the
Equipment and as such, shall be subject to the terms of this Agreement.
Section R 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 R 1 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, 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 does not own
the Equipment and by this Agreement and each Lease 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.
Section 92 Secnrity 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 1 Modifii"ation of F.qnipment. 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 94 Personal Property. The Equipment is and shall at all times be and remain personal property and not fixtures.
ARTICLE x. WARRANTIES
Section 101 Selei"tion of F.qnipment. 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 102 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 furnished in connection with such warranties and guarantees at Lessee's expense. Lessor has no
7
Sf 14f2004:FL-Bq-nesc.DOCfrev 0 I O4stl
obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee.
Section 101 Disclßimpr of Wßrrßnties. 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 Assi~nment hy I,essor. 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 Snhleßsing hy I,essee. 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 Rvents of Defßnlt 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 by reason of Non-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 determination 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 Defßnlt. 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 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 default, provided that in the event that Lessee voluntarily returns the Equipment 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 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 121 Retnrn of Rqnipment· Release ofJ.essee'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. 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.
SfI4f2004:FL-Bq-nesc,DOC/rev.0 104sll
8
Section 12 4 T .ate Chargr. 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 1 ~ 1 Notii'es. 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 1 ~ 2 Rindin~ Rffect. 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 1~ ~ Severahility. 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 1~ 4 Rntire A~reementr Amendments. This Agreement consti~tes 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 1 ~ C; Captions. 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 1~ 6 Further Assurances and Corrective Tnstnlments. 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 1 ~ 7 G-overnin~ T ,aw. This Agreement shall be governed by and construed in accordance with the laws of the State.
Section n R TTsury. 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
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 permitted 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 n 9 T .essee'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 1~ 10 Waiver of Jury Trial. DELETED
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
SfI4f2004°FL-Bq-ncsc.DOCfrevoO 100sl1
9
EXECUTION PAGE OF MASTER LEASE AGREEMENT
LEASE NUMBER 02649
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 DELRA Y BEACH, FL
Lessee
SUNTRUST LEASING CORPORATION,
Lessor
By:
Name: Jeff Perlman
Title: Mayor
Date:
By:
Name: Michael J. Powers
Title: Secretary
Date:
Address: 100 NW First Avenue
Delray Beach, FL 33444-2698
Address: 29 W. Susquehanna Avenue, Suite 400
Towson, MD 21204
Telephone: 561/243-7120
Facsimile: 561/243-7166
Telephone: 410/307-6644
Facsimile: 410/307-6702
SfI4f2004.FL-Bq-nesc.DOCfrev.OlO4stl
10
EXIDBIT A
EQUIPMENT SCHEDULE NO. 01
TO LEASE NO. 02649
The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as May 20,
2004 (the "Agreement") between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and Lessee
hereby reaffirms each of its representations, warranties and covenants contained in the Agreement. Lessee warrants that no Non-
Appropriation and no Event of Default, or event which, with the passage of time or the giving of notice or both, would constitute an Event
of Default, has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule
and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but not defined herein shall have the meanings
assigned to them in the Agreement.
RQIJIPMRNT GROUP
The cost of the Equipment Group to be funded by Lessee under this Lease is Five Hundred Eighty One Thousand Four Hundred
Twenty Dollars and 00/100 ($581,420.00) (the "Acquisition Cost"). The Equipment Group consists of the following Equipment which
has been or shall be purchased from the Vendor(s) named below for the prices set forth below:
TWO (2) IBM SERVERS
SEE A IT ACHED INVOICES
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:
100 NW First Avenue
Delray Beach, Fl33444-2698
CITY OF DELRA Y BEACH, FL
Lessee
SUNTRUST LEASING CORPORATION,
Lessor
By:
Name: Jeff Perlman
Title: Mayor
Date:
By:
Name: Michael 1. Powers
Title: Secretary
Date:
Address: 100 NW First Avenue
Delray Beach, FI33444-2698
Address: 29 W. Susquehanna Avenue, Suite 400
Towson, MD 21204
Telephone: 561/243-7120
Facsimile: 561/243-7166
Telephone: 410/307-6644
Facsimile: 410/307-6702
SfI4f2004:FL-Bq-nesc.OOCfrev.0 I O4stl
11
Lease No.: 02649
Equipment Schedule: 0 I
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:
TWO (2) IBM SERVERS
SEE A IT ACHED INVOICES
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)
financing statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title
application, if any, for any Equipment which is subject to certificate of title laws.
3. Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule
attached to the Equipment Schedule. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to
pay all Rental Payments required to be paid under the Lease during the current Fiscal Year of Lessee. Such moneys will be applied in
payment of all such Rental Payments due and payable during such current Fiscal Year. Lessee anticipates that sufficient funds shall be
available to make all Rental Payments due in subsequent Fiscal Years.
4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the payment
by the Escrow Agent (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee in the
event such invoice prices have been previously paid by Lessee.
--X- 5. Final Acceptance Certificate. This Acceptance Certificate constitutes final acceptance of all of the Equipment identified in
the Equipment Schedule described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to the
Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligations
under the Lease. [CHECK BOX IF APPLICABLE.]
CITY OF DELRA Y BEACH, FL
Lessee
By:
Name: Jeff Perlman
Title: Mayor
Date:
Sfl4f2004:FL-Bq-nesc DOCfrev.O 100stl
12
Lease Number: 02649
Equipment Schedule: 01
P A VMRNT SCHRDTJT ,R
The Funding Date with respect to the above referenced Equipment Group shall be May 20, 2004. The Annual Interest Rate
applicable to the Equipment Group shall be 2.97%. 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 June 20, 2004 and subsequent payments are due monthly on like date
thereafter.
Payment Payment Payment Principal Interest Prepayment Principal
Number Date Amount Component Component Price* Balance
1 06/20/04 10,439.61 9,000.59 1,439.02 601,040.38 572,419.41
2 07/20/04 10,439.61 9,022.87 1,416.74 591,566.37 563,396.54
3 08/20/04 10,439.61 9,045.20 1,394.41 582,068.92 554,351.35
4 09/20/04 10,439.61 9,067.58 1,372.03 572,547.95 545,283.76
5 1 0/20/04 10,439.61 9,090.03 1,349.58 563,003.43 536,193.74
6 11/20/04 10,439.61 9,112.52 1,327.09 553,435.27 527,081.21
7 12/20/04 10,439.61 9,135.08 1,304.53 543,843.44 517,946.13
8 01/20/05 10,439.61 9,157.69 1,281.92 534,227.86 508,788.44
9 02/20/05 10,439.61 9,180.35 1,259.26 524,588.49 499,608.09
10 03/20/05 10,439.61 9,203.07 1,236.54 514,925.27 490,405.02
11 04/20/05 10,439.61 9,225.85 1,213.76 505,238.12 481,179.16
12 OS/20/05 10,439.61 9,248.69 1,190.92 495,527.00 471,930.48
13 06/20/05 10,439.61 9,271.58 1,168.03 485,791.85 462,658.90
14 07/20/05 10,439.61 9,294.52 1,145.09 476,032.60 453,364.38
15 08/20/05 10,439.61 9,317.53 1,122.08 466,249.19 444,046.85
16 09/20/05 10,439.61 9,340.59 1,099.02 456,441.57 434,706.26
17 10/20/05 10,439.61 9,363.71 1,075.90 446,609.68 425,342.55
18 11/20/05 10,439.61 9,386.88 1,052.73 436,753.45 415,955.67
19 12/20/05 10,439.61 9,410.12 1,029.49 426,872.83 406,545.55
20 01/20/06 10,439.61 9,433.41 1,006.20 416,967.76 397,112.15
21 02/20/06 10,439.61 9,456.75 982.86 407,038.16 387,655.39
22 03/20/06 10,439.61 9,480.16 959.45 397,084.00 378,175.24
23 04/20/06 10,439.61 9,503.62 935.99 387,105.19 368,671.61
24 OS/20/06 10,439.61 9,527.14 912.47 377,101.69 359,144.47
SfI4f2004.FL-Bq-ncsc DOCfrev.O 1 04511
13
Lease Number: 02649
Equipment Schedule: 0 I
Payment Payment Payment Principal Interest Prepayment Principal
Number Date Amount Component Component Price* Balance
25 06/20/06 10,439.61 9,550.72 888.89 367,073.44 349,593.75
26 07/20/06 10,439.61 9,574.36 865.25 357,020.35 340,019.38
27 08/20/06 10,439.61 9,598.06 841.55 346,942.40 330,421.33
28 09/20/06 10,439.61 9,621.81 817.80 336,839.49 320,799.51
29 1 0/20/06 10,439.61 9,645.63 793.98 326,711.57 311,153.88
30 11/20/06 10,439.61 9,669.50 770.11 316,558.60 301,484.38
31 12/20/06 10,439.61 9,693.43 746.18 306,380.50 291,790.95
32 01/20/07 10,439.61 9,717.42 722.19 296,177.21 282,073.53
33 02/20/07 10,439.61 9,741.48 698.13 285,948.65 272,332.05
34 03/20/07 10,439.61 9,765.59 674.02 275,694.79 262,566.47
35 04/20/07 10,439.61 9,789.76 649.85 265,415.55 252,776.71
36 OS/20/07 10,439.61 9,813.98 625.63 255,110.87 242,962.73
37 06/20/07 10,439.61 9,838.27 601.34 244,780.67 233,124.45
38 07/20/07 10,439.61 9,862.62 576.99 234,424.92 223,261.83
39 08/20/07 10,439.61 9,887.03 552.58 224,043.53 213,374.79
40 09/20/07 10,439.61 9,911.51 528.10 213,636.45 203,463.29
41 10/20/07 10,439.61 9,936.04 503.57 203,203.61 193,527.25
42 11/20/07 10,439.61 9,960.63 478.98 192,744.95 183,566.62
43 12/20/07 10,439.61 9,985.28 454.33 182,260.41 173,581.34
44 01/20/08 10,439.61 10,009.99 429.62 171,749.92 163,571.35
45 02/20/08 10,439.61 10,034.77 404.84 161,213.41 153,536.58
46 03/20/08 10,439.61 10,059.61 380.00 150,650.82 143,476.97
47 04/20/08 10,439.61 10,084.50 355.11 140,062.09 133,392.47
48 OS/20/08 10,439.61 10,109.46 330.15 129,447.16 123,283.01
49 06/20/08 10,439.61 10,134.48 305.13 118,805.95 113,148.52
50 07/20/08 10,439.61 10,159.57 280.04 108,138.41 102,988.96
51 08/20/08 10,439.61 10,184.71 254.90 97,444.46 92,804.25
SfI4f2004.FL-Bq-nesc.DOCfrev OI04sl1
14
Lease Number: 02649
Equipment Schedule: 01
Payment Payment Payment Principal Interest Prepayment Principal
Number Date Amount Component Component Price* Balance
52 09/20/08 10,439.61 10,209.92 229.69 86,724.05 82,594.33
53 1 0/20/08 10,439.61 10,235.19 204.42 75,977.10 72,359.14
54 11/20/08 10,439.61 10,260.52 179.09 65,203.55 62,098.62
55 12/20/08 10,439.61 10,285.92 153.69 54,403.35 51,812.71
56 01/20/09 10,439.61 10,311.37 128.24 43,576.40 41,501.33
57 02/20/09 10,439.61 10,336.89 102.72 32,722.66 31 ,164.44
58 03/20/09 10,439.61 10,362.48 77.13 21,842.06 20,801.96
59 04/20/09 10,439.61 10,388.12 51.49 10,934.53 10,413.84
60 OS/20/09 10,439.61 10,413.84 25.77 0.00 0.00
Totals 626,376.60 581,420.00 44,956.60
CITY OF DELRA Y BEACH, FL
Lessee
By:
Name: leffPerlman
Title: Mayor
Date:
* After payment of Rental Payment due on such date.
SfI4f2004·FL-Bq-ncsc.DOCfrev OI04stl
15
EXHIBIT B-1
[Non-Escrow]
Lease Number: 02649
Equipment Schedule: 01
TAX A(;RRRMRNT AND ARRITRA(;R ~RRTIFI~ATR
This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by City of Delray Beach, FL ("Lessee")
in favor of SUNTRUST LEASING CORPORATION ("Lessor") in connection with that certain Master Lease Agreement dated as of
May 20,2004 (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 C'weneral.
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 Five Hundred Eighty One Thousand Four Hundred Twenty Dollars and 00/100 ($581,420.00) (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 fmancing 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.
104. 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-Arhitrage ~ertifications.
2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or
an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the
payment of the Rental Payments due under the Financing Documents or pledged as security therefor.
2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within
fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of
financing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially
the same claim to be paid out of substantially the same source of funds as, the Financing Documents.
2.3. Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended
to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment.
204. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the
yield realized by Lessor from Rental Payments received under the Financing Documents.
2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were
entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the
Equipment.
2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than
the final Payment Date under the Financing Documents.
Section ~ Dishnrsement of Funds; Reimhnrsement to I,essee.
3.1 It is contemplated that the entire Principal Amount will be used to pay the acquisition cost of Equipment to the vendors or
manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for
acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied.
3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the
following conditions have been satisfied:
(a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150-2 (the
"Declaration of Official Intent"), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a
16
SfI4f2004 FL-Bq-nesc.DOCfrev 0104511
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 use any reimbursement payment for general operating expenses and not in a manner which could be construed as an
artifice or device under Treasury Regulation § 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate
requirements.
Seetion 4 U~e and Investment QfFllnds; Temporary 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 final acceptance of the Equipment.
4.2. An amount equal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by
the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire
investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of
four (4) years or more.
4.3. ·(a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount to the Internal
Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual determinations and maintain the
records required by and otherwise comply with the regulations applicable thereto.
(b) Lessee reasonably expects to cause the Equipment to be acquired and placed in service within one (1) month of the date of
issuance of the Financing Documents. If the entire Principal Amount has not been expended on the Equipment by the date that is the six-
month anniversary of the issuance of the Financing Documents, Lessee will provide evidence to Lessor that the rebate amount has been
calculated and paid to the Internal Revenue Service in accordance with Section 148(f) of the Code.
(c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond"
under Section 141 of the Code; (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of
Lessee; and (iv) the aggregate principal amount of all tax-exempt obligations (including the Lease) issued by Lessee and its subordinate
entities, if any, during the current calendar year is not reasonably expected to exceed $5,000,000. Accordingly, the rebate requirements of
Section 148(f) of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above.
Section ~ No Private Use; No Consllmer I,oan.
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'; No Federal ~lIarantee.
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.
Sf 14f2004·FL-8q-ocsc.DOCfrev.0 104sI1
17
Section 7 Mi~cellaneolls.
7.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substC\llce
satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as
Lessee's agent for such purpose.
7.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings
thereon for a period of five years after payment in full under the Financing Documents.
7.3. To the best 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 May 20,
2004.
CITY OF DELRA Y BEACH, FL
Lessee
By:
Name: leffPerlman
Title: Mayor
SfI4f2004:FL-Bq-ncsc.DOCfrev OI04stl
18
EXIDBIT C
[Non-Escrow]
Lease Number: 02649
Equipment Schedule: 0 I
RRSOT .TTTTON OF ~OVRRNTN~ RODV
At a duly called meeting of the governing body of Lessee held in accordance with all applicable legal requirements, including open
meeting laws, on the 18 day of May 2004, the following resolution was introduced and adopted:
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE AGREEMENT,
EQUIPMENT SCHEDULE NO. 01 AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN
CONNECTION THEREWITH.
WHEREAS, the governing body of City of Delray Beach, FL ("Lessee") desires to obtain certain equipment (the "Equipment")
described in Equipment Schedule No. 01 to the Master Lease Agreement (collectively, the "Lease") with SUNTRUST LEASING
CORPORATION, the form of which has been available for review by the governing body of Lessee prior to this meeting; and
WHEREAS, the Equipment is essential for the Lessee to perform its governmental functions; and
WHEREAS, the funds made available under the Lease will be applied to the acquisition of the Equipment in accordance with such Lease;
and
WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the
acquisition of the Equipment; and
WHEREAS, Lessee proposes to enter into the Lease with SUNTRUST LEASING CORPORATION substantially in the form
presented to this meeting.
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF LESSEE AS FOLLOWS:
Section 1. It is hereby found and determined that the terms of the Lease in the form presented to this meeting and incorporated in this
resolution are in the best interests of Lessee for the acquisition of the Equipment.
Section ?. The Lease and the acquisition and financing of the Equipment under the terms and conditions as described in the Lease are
hereby approved. The Mayor of Lessee and any other officer of Lessee who shall have power to execute contracts on behalf of Lessee be,
and each of them hereby is, authorized to execute, acknowledge and deliver the Lease with any changes, insertions and omissions therein
as may be approved by the officers who execute the Lease, such approval to be conclusively evidenced by such execution and delivery of
the Lease. The Mayor of the Lessee and any other officer of Lessee who shall have power to do so be, and each of them hereby is,
authorized to affix the official seal of Lessee to the Lease and attest the same.
Section 1. The proper officers of Lessee be, and each of them hereby is, authorized and directed to execute and deliver any and all papers,
instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things
necessary or proper for carrying out this resolution and the Lease.
Section 4. Pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code"), Lessee hereby specifically
designates the Lease as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code.
Sf 14f2004.FL-Bq-nesc.OOCfrev.0 1 O4sti
19
The undersigned further certifies that the above 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: May 18, 2004
CITY OF DELRA Y BEACH, FL
Lessee
By:
Name:
Title:
Jeff Per1m~n
M~yor
Attested By:
Name:
Title:
R~rh~r~ Garito
City C1erk
S/14f2004:FL-Bq-ncsc DOCfrev.OI04sll
20
EXHIBIT D
Lease No.: 02649
Equipment Schedule: 01
TN~ITMRRN~V ~RRTTFT~ATR
I do hereby certify that I am the duly elected or appointed and acting City Clerk of the CITY OF DELRA Y BEACH, FL, a
political subdivision duly organized and existing under the laws of the State of Florida, that I have custody of the records of such entity, and
that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth
opposite their respective names.
I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii)
such officers have the authority on behalf of such entity to enter into that certain Master Lease Agreement dated as of May 20, 2004
between such entity and SUNTRUST LEASING CORPORATION.
NAME
IIILE
SIGNA 11 IRF.
JeffPerJm~n
Mayor
John J .evinson
Commissioner
R ohert P Costin
Commissioner
Patricia J ,angJey Archer
Commissioner
A lherta Perry M cC~rthy
Vice Mayor
IN WITNESS WHEREOF, I have duly executed this certificate as of this _ day of
'-'
By:
Name: Barbara Garito
Title: City Clerk
Sf I 4f2004:FL-Bq-ncsc.DOCfrev 01 O4sll
21
EA[H
[ITY DF DELRAY
CITY ATTORNEY'S OFFICE
DELRA Y BEACH
~
ø.America City
~II'~
200 NW 1st AVENUE · DELRAY BEACH, FLORIDA 33444
TELEPHONE 561/243-7090· FACSIMILE 561/278-4755
May 20,2004
SunTrust Leasing Corporation
29 W. Susquehanna Avenue, Suite 400
Towson, Maryland 21204
Re: Master Lease Agreement dated as of May 20,2004 (the "Agreementlt)
by and between SUNTRUST LEASING CORPORATION ("Lessor")
and the CITY OF DELRA Y BEACH ("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. 01 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, 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.
SunTrust Leasing Corporation
May 20,2004
Page 2
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 may be incurred by Lessee.
6. There is no litigation, action, suit or proceeding pending or before any
court, administrative agency, arbitrator or governmental body that challenges the
organization or existence of Lessee, the authority of Lessee or its officers or its
employees to enter into the 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.
7. 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. 37-04 of the governing body of Lessee was duly and
validly adopted by such governing body on May 18, 2004 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,
Susan A. Ruby, Esq.
City Attorney
EXIDBIT G-l
Lease No.: 02649
Equipment Schedule: 01
DATE:
TO:
Insurance Agent Name & Address
Phone Number and Fax Number
Gentlemen:
City of Delray Beach, FL has entered into a Master Lease Agreement dated as of May 20, 2004 with SUNTRUST LEASING
CORPORATION. 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 LEASING CORPORATION and/or its assigns as Loss Payee.
The Coverage Required is $581,420.00.
b. Public Liability Insurance evidenced by a Certificate of Insurance naming SUNTRUST LEASING CORPORATION
and/or its assigns as Additional Insured.
The following minimum coverage is required:
Liability:
Liability - Bodily Injury:
Liability - Property Damage:
$ 500,000.00 per person
$1,000,000.00 aggregate
$1,000,000.00 property damage liability
PROPERTY:
LOCATION:
2 IBM SERVERS
100 NW FIRST AVENUE
DELRA Y BEACH, FL 33444-2698
Upon issuance of the coverage outlined above, please mail a certificate of insurance to SUNTRUST LEASING
CORPORATION 29 West Susquehanna Ave. Suite 400, Towson ,MD 21204.
Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated.
Very truly yours,
CITY OF DELRA Y BEACH, FL
By:
Name: Jeff Perlman
Title: Mayor
Date:
Sf 14f2004:FL-Bq-ncsc.DOCfrev.0 I O4stl
23
EXHIBIT G-2
Lease Number: 02649
Equipment Schedule: 01
QUESTIONNAIRE FOR SELF-INSURANCE TO
MASTER LEASE AGREEMENT
In connection with the Master Lease Agreement (the "Agreement"), dated as of May 20, 2004, made and entered into by and between
SUNTRUST LEASING CORPORATION, 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 defmed herein shall have the meanings
assigned to them in the Agreement.
1. Property Insurance.
a. Lessee is self-insured fo~e or destruction to the Equipment.
YES NO (circle one)
If yes, the dollar amount urn or property damage to the Equipment under the Lessee's self-insurance program is $ 7 [) ,00.0/ ace.
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 indi~ed5ove.
YES NO ( circle one)
If yes, the umbrella polic . es coverage for all risk property damage.
YES NO (circle one)
If yes, the dollar limit for roperty damage to the Equipment under such umbrella policy is $ as required by lease.
'} T inhilit;y Tm1Jrnnr.p.
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 operatì~n Equipment.
YES NO (circle one)
If yes, the dollar limit for suc liability claims under the Lessee's self-insurance program is $ 500, OQO / ace.
b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for liability
including injury or death O~s or damage to property as indicated above.
YES NO (circle one)
If yes, the umbrella policy p ovides coverage for liabilities for injury and death to persons as well as damage or loss of
property 'arising out of or ~ the condition or operation of the Equipment.
~ NO (circle one)
If yes, the dollar amount of the umbrella policy's limits for such liability coverage is $ ] M
1 A Splf Tn-:1Jrnnr.p Fund.
a. Lessee maintains a Self.~· fund.
YES
If yes, please complete the 0 lowing:
Monies in the self-insurance fund ~ect to annual appropriation.
YES NO (circle one)
The total amount maintained in the se f-insurance fund to cover Lessee's self-insurance liabilities is $
NO
(circle one)
1,754 MM
b. Amounts paid from the Lessee's self-insJP"d are subject to limitations for each claim.
YES NO (circle one)
If yes, the dollar amount oflimit per claim is - - - , c-~ <
SI1412004:FL-Bq-nesc,DOCIrev.0I O4scl
24
1R Nn splf Tn~./rnnrp Fund.
a. If Lessee does not maintain a self-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 AuthnrifJ.'.
a. The following entity or officer has authority to authorize payment for claim: Finance Direc tor
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? City Manager
~ rprt..ifìrntl?fI: qf Tnfl:1Lrnnrp..
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 DELRA Y BEACH, FL
Lessee
By:
Name: leffPerlman
Title: Mayor
Date:
Telephone: 561/243-7120
Facsimile: 561/243-7166
Attachment
5/1 4I2004:FL-Bq-ncsc,DOCfrcv.0 1 O4stl
25
SUNTRUST LEASING CORPORATION
ADDENDUM TO EQUIPMENT SCHEDULE NO. 01
TO MASTER LEASE AGREEMENT (LEASE NO. 02649)
RELATINGTOSEL~INSURANCE
THIS ADDENDUM is made as of May 20, 2004, between SUNTRUST LEASING CORPORATION (the "Lessor") and City of
Delray Beach, FL (the "Lessee").
Recitals
A. Lessor and Lessee have entered into a Master Lease Agreement dated as of May 20, 2004 (the "Agreement").
B. Lessee desires to lease equipment described in Equipment Schedule No. 01 to the Agreement (the "Equipment") and Lessee has
requested that Lessor lease such Equipment to Lessee.
C. With respect to Equipment Schedule No. 01, 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 tenns 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 tenns capitalized in this Addendum but not defmed herein shall have the meanings assigned to them in the Agreement.
2. Lessee hereby represents and warrants that all representations and warranties contained in the Agreement are true and correct as
of the date hereof and that neither a Non-Appropriation nor any Event of Default or event which, with the passage of time or giving of
notice or both, would constitute an Event of Default has occurred under the Agreement.
3. All other tenns 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. 01 through self-
insurance.
6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 01 to accept self-insurance in
lieu of the insurance required by Section 7.1 through 7.3 of the Agreement at any time during the related Lease Term when Lessor deems
itself insecure with respect to such self-insurance. Within thirty (30) days of receipt of notice from Lessor, Lessee agrees to obtain
insurance in compliance with Section 7.1, 7.2 and 7.3 of the Agreement and provide evidence thereof to Lessor.
IN WITNESS WHEREOF, the parties by their duly authorized officers have executed this Addendum as of the date and year first above
written.
CITY OF DELRA Y BEACH, FL
Lessee
SUNTRUST LEASING CORPORATION,
Lessor
By:
Name: JeffPefIman
Title: Mayor
Date:
By:
Name: Michael 1. Powers
Title: Secretary
Date:
SII4I2004:FL-Bq-nesc,DOCIrev.0 I O4stl
26
Form 8038-G
Information Return for Tax-Exempt Governmental Obligations
~ Under Internal Revenue Code section 149(e)
~ See separate Instructions.
Caution: If the issue price is under $100,000, use Form B03B-GC.
Authorit If Amended Return, check here ~ 0
2 Issuer's employer identification number
59 ¡ 6000308
Room/suite 4 Report number
3 04-01
(Rev. November 2000)
Department of the Treasury
Internal Revenue Service
OMB No. 1545-0720
3
Issuer's name
City of Delray Beach, FL
Number and street (or P.O. box if mail is not delivered to street address)
100 NW First Avenue
5 City, town, or post office. state, and ZIP code 6 Date of issue
Delray Beach, FL 33444-2698 OS/20/04
7 Name of issue 8 CUSIP number
Master Lease Agreement No. 02649 Schedule No. 01 N/A
9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative
( )
'f' e of Issue (check a licable box(es) and enter the issue rice) See instructions and attach schedule
11 0 Education 11
12 0 Health and hospital 12
13 0 Transportation . . 13
14 0 Public safety. . . 14
15 0 Environment (including sewage bonds). . 15
16 0 Housing . . . . . . . . . . . 16
17 0 Utilities . . . . . . . . . . . . . 17
18 ~ Other. Describe ~ COMPUTER EQUIPMENT 18 581,420.00
19 If obligations are TANs or RANs, check box ~ 0 If obligations are BANs, check box ~ 0
20 If obli ations are in the form of a lease or installment sale, check box . . . . . . ~ III
Descri tion of Obli ations. Com lete for the entire issue for which this form is bein
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
(b) Issue price
(e) Yield
22
23
24
25
26
27
28
29
30
OS/20/2009 $ 581,420.00 $ 581,420.00 5
Uses of Proceeds of Bond Issue (includin underwriters' discount)
Proceeds used for accrued interest . . . . . . . . . . . .
Issue price of entire issue (enter amount from line 21, column (b)). '.
Proceeds used for bond issuance costs Oncluding underwriters' discount)
Proceeds used for credit enhancement. . . . . . . . . .
Proceeds allocated to reasonably required reserve or replacement fund
Proceeds used to currently refund prior issues
Proceeds used to advance refund prior issues
Total (add lines 24 through 28). . . . . .. ..
Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here) . . .
Descri tion of Refunded Bonds (Com lete this art onl for refundin bonds.)
Enter the remaining weighted average maturity of the bonds to be currently refunded . . . ~
Enter the remaining weighted average maturity of the bonds to be advance refunded . ~
Enter the last date on which the refunded bonds will be called. . . . . . . .. . ~
Enter the date(s) the refunded bonds were issued ~
Miscellaneous
Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5)
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
Enter the final maturity date of the guaranteed investment contract ~
Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~ 0 and enter the name of the
issuer ~ and the date of the issue ~
If the issuer has designated the issue under section 265(b)(3)(B)(i)(lll) (small issuer exception), check box ~ 0
If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . ~ 0
If the issuer has identified a hed e, check box . . . . . . . . . . . . . . . . . . . . ~ 0
Under penalties of perjury. I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete.
ears
2.97 %
24
25
26
27
28
581,420.00
581,420.00
31
32
33
34
years
years
35
36a
b
37
b
38
39
40
Sign
Here
~ Signature of issuer's authorized representative
Date
~ Jeff Perlman, Mayor
,. Type or print name and title
Cat. No. 63773S Form 8038-G (Rev. 11-2000)
F or Paperwork Reduction Act Notice, see page 2 of the Instructions.
@
MEMORANDUM
To:
David T. Harden, City Manager
From:
~ Rebecca S. O'Connor, Treasurer
Joseph M. Saffor~ector of Finance
Thru:
Subject:
Proposed $581,420 Lease Purchase Agreement
Date:
April 29, 2004
Backaround
On April 22, 2004, the Finance Department sent out a request for proposal (RFP) to
several financial institutions asking them to provide bids for lease purchase financing of
a (2) ISeries Servers and software ($581,420) approved by City Commission on
November 4, 20()¡(3·
Term
We asked that the financial institutions make non-bank qualified fixed rate bids based
on a 60 month term.
Securltv
The Lease Purchase will be secured on an annual basis from non-ad valorem revenues.
Bid ResDonses
The City received responses from Banc of America Leasing through the Florida League
of Cities, SunTrust Leasing, and Wachovia Bank, N.A. See the following schedule.
Bank Rate Total Interest Out of Pocket Total Cost
Cost
Bank of America 3.57% $52411 $1,163 $53,574
SunTrust 2.97% $44,957 $0 $44 957
Wachovia 3.29% $49,927 $0 $49,927
The lowest bid was received from Sun Trust Leasing at a rate of 2.97% with a total cost
of $44,957 for a 60 month period.
Recommendation
We recommend approving the attached agreement authorizing a lease purchase
agreement with SunTrust Leasing as well as authorizing the execution of other such
documents that may be necessary to execute the agreement. The terms are as
follows: a rate of 2.97%, a 60 month term, plus no out of pocket fees.
11
3\-\
RESOLUTION NO. 37-04
RESOLUTION AUTHORIZING THE EXECUTION AND
DELIVERY OF A MASTER LEASE AGREEMENT,
EQUIPMENT SCHEDULE NO. 01 AND RELATED
INSTRUMENTS, AND DETERMINING OTHER MATTERS
IN CONNECTION THEREWITH.
WHEREAS, at a duly called meeting of the governing body of Lessee held in accordance with all applicable legal requirements,
including open meeting laws; and
WHEREAS, the governing body of City of Delray Beach, FL ("Lessee") desires to obtain certain equipment (the "Equipment")
described in Equipment Schedule No. 01 to the Master Lease Agreement (collectively, the "Lease") with SUNTRUST LEASING
CORPORATION. the fonn of which has been available for review by the governing body of Lessee prior to this meeting; and
WHEREAS, the Equipment is essential for the Lessee to perfonn its governmental functions; and
WHEREAS, the funds made available under the Lease will be applied to the acquisition of the Equipment in accordance with such
Lease; and
WHEREAS. Lessee has taken the necessary steps. including those relating to any applicable legal bidding requirements. to arrange for
the acquisition of the Equipment; and
WHEREAS. Lessee proposes to enter into the Lease with SUNTRUST LEASING CORPORATION substantially in the form
presented to this meeting.
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF LESSEE AS FOLLOWS:
Section I. It is hereby found and determined that the tenns of the Lease in the fonn presented to this meeting and incorporated in this
resolution are in the best interests of Lessee for the acquisition of the Equipment.
Section 2. The Lease and the acquisition and financing of the Equipment under the tenns and conditions as described in the Lease are
hereby approved. The Mayor of Lessee and any other officer of Lessee who shall have power to execute contracts on behalf of Lessee
be. and each of them hereby is, authorized to execute, acknowledge and deliver the Lease with any changes, insertions and omissions
therein as may be approved by the officers who execute the Lease. such approval to be conclusively evidenced by such execution and
delivery of the Lease. The Mayor of the Lessee and any other officer of Lessee who shall have power to do so be. and each of them
hereby is. authorized to affix the official seal of Lessee to the Lease and attest the same.
Section 3. The proper officers of Lessee be. and each of them hereby is, authorized and directed to execute and deliver any and all
papers, instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and
things necessary or proper for carrying out this resolution and the Lease.
Section 4. Pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code"), Lessee hereby specifically
designates the Lease as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code.
The undersigned further certifies that the above 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: May 18,2004
CITY OF DELRA Y BEACH, FL
Lessee
By:
Name: Jeff Perlman
Title: Mavor
Attested By:
Name: Barbara Garito
Title: Citv Clerk
RES,NO,37-04
S/1412004:FL-Bq-nesc.doclrev.OIl04stl
CITY OF DELRAY BEACH, FL
INDEX TO LEGAL DOCUMENTS
NON BANK-QUALIFIED NON-ESCROW
Master Lease Agreement;
Exhibit A - Equipment Schedule No. 01;
Acceptance Certificate;
Payment Schedule;
Exhibit B-1 - Tax Agreement and Arbitrage Certificate;
Exhibit C - Resolution of Governing Body;
Exhibit D - Incumbency Certificate;
Exhibit E - Opinion of Counsel;
Exhibit F - Omitted Intentionally;
Exhibit G-I Confim1ation of Outside Insurance;
Exhibit G-2 Questionnaire for Self-Insurance to Lease and Addendum;
Form 8038-G.
SUNTRUST LEASING CORPORATION
MASTER LEASE AGREEMENT
LEASE NUMBER 02649
This MASTER LEASE AGREEMENT (the "Agreement"), dated as of May 20, 2004 is made and entered into by and between
SUNTRUST LEASING CORPORATION, a Virginia corporation, as lessor (the "Lessor"), and CITY OF DELRAY BEACH, FL 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
Spt>tlnn 1 1 np.finition~. 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 AccountH means the equipment acquisition account established by Lessor and Lessee with the Escrow Agent pursuant to the
Escrow Agreement.
"Escrow Agent" means Nt A , a Nt A 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, if applicable, 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 all
of Lessee's obligations under this Agreement, as evidenced by the passage of an ordinance or resolution specifically prohibiting Lessee
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5/14r2004:FL-Bq-nesc.DOCfrc:v.O [l)4stl
from performing 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 ftom Lessee to Lessor on a Payment Date.
"Specifications" means the bid specifications and/or purchase order pursuant to which Lessee has ordered any Equipment ftom 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.
Spl"tinn 1? 1i:yhihit~,
F.xhihit A:
Fxhihit R~ 1 :
Fxhihit (;_1 :
Fxnihit n:
Fxnihit F:
Fxhihit F:
Fxhihit CY_I :
Fxhihit G_?:
Equipment Schedule including form of Acceptance Certificate and form of Payment Schedule.
Form of Tax Agreement and Arbitrage Certificate (Non-Escrow).
Form of Resolution of the Governing Body of Lessee relating to each Lease (Non-Escrow).
Form of Incumbency Certificate as to each officer or representative of Lessee executing this Agreement or any Lease.
Form of Opinion of Independent Counsel to Lessee.
Omitted Intentionally.
Form of Confirmation of Outside Insurance.
Form of Questionnaire for Self-Insurance and Addendum to Equipment Schedule Relating to Self-Insurance.
ARTICLE II. LEASE OF EQUIPMENT
."Pl"tinn ? 1 Å.l"qnidtion of F.qnipmpnt 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,
detennines the proposed equipment may be subject to a Lease hereunder, Lessor shall furnish to Lessee a proposed Equipmént 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.
S~tion 2 2 nishnrspmpnt, 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 hereofis 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 Vll of this Agreement; (I)
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) financing statements executed by
Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment
which is 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.
Spt>tinn 7 ~ r PSl~P' Possp.~~ion ancl Tf~P, Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from
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.
Spl"tion 2 4 F.~('rnw Prol"pclnrp, If Lessor and Lessee agree that the cost of an Equipment Group is to be paid ftom 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 shaIl 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 trom Lessor to Lessee which
shall be repaid by the Rental Payments due under the related Lease.
5/i412004:FL-8q-nesc.DOC/rev_OI04SII
3
ARTICLE III. TERM
~p.{'tion:11 Tprm. This Agreement shall be in effect from tQe Agreement Date until the earliest of (a) tennination under Section 3.2 or (b)
termination under Section 12.2; pmvirlpn, hnwf"vp.r, 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 3.2.
Sip,.tion '\, Tprmimdinn hy T ,pnpp. In the sole event afNon-Appropriation, this Agreement and each Lease hereunder shall tenninate, 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 may effect such termination by giving Lessor a written notice of termination 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. 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.
Sertinn 11 Rm~rt nf Terminatinn. Upon termination 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 ITom 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.
Spptinn '\ 4 Tprminatinn nfJ.ea!õ:e Tprm. The Lease Term with respect to any Lease will terminate upon the occurrence of the first 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 terminate 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
SPf'tinn 41 Rpntal Pa;ymp.nt~. Lessor and Lessee confirm their understanding and agreement that (a) all payments due under the
Agreement are to be made only from Lessee's legally available and appropriated revenues from sources other than ad valorem or
other taxes, (h) that Lessee shall not be obligated tn pay any sums due under the Agreemeut from the proceeds of ad valorem or other
taxes, an,d (c) that 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. The Lessee agrees to pay the Rental Payments due as specified in the Payment Schedule in Exhibit A. 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 !Tom time to time designate by written notice to Lessee. Lessee shall pay the Rental Payments with lawful money of
the United States of America !Tom moneys legally available therefor.
Se"tinn 4 2 C'lIrrt>nt F.ypen!õ:e. The obligations of Lessee, including its obligation to pay the Rental Payments due in any Fiscal Year of a
Lease Term, 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.
Ser'tinn 41 Ifnl'nnclitinn91 Rpntal Paympnh. The Lesseels obligation to make Rental Payments shall be absolute and unconditional.
Also, any other payments required hereunder shall be absolute and unconditional. 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 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
Spt'tinn liii; 1 Option to PrppAY. 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 shall include a prepayment fee) as set forth in the related Payment Schedule,
provided there has been no Non-Appropriation or Event of Default.
Sertinn ~ 2 F,TPrl'"i!õ:e 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 shan be effective) and the applicable Prepayment Price set forth in the related Payment Schedule. In the event that
4
SII4f2004:FL-BI -nesç.DOC/rev.O I 04~!1
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. Rplp9~P of' p.~~or'~ Tntprpd. 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 thl'Ough Lessor.
ARTICLE VI. REPRESENTATIONS, WARRANTIES AND COVENANTS
Spmon Ii 1 Rpprp~pntation~ ami Warrantip!Ii: ofl ~!li:PP.. 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 l03(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 financing 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 terminated by Lessee as a result of insufficient funds being appropriated in any
Fiscal Year. No event has occurred which would constitute an 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 il1U1lediate need for, and expects to make il1U1lediate use of, the Equipmen~ 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.
Sp.C"tion Ii 2 C'ovpnank of' P!Ii:!li:P.p. 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 shal1 obtain and maintain all permits 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.
(b) Lessee shal1 provide Lessor access at al1 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 will include in the budget request for each Fiscal Year the Rental
Payments to become due during such Fiscal Year, and will use all reasonable and lawful means available 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 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 sufficient to make all
5
5/14I2004:FL-Bq-nesc_OOC¡n::v.OI04stl
Rental Payments can and will lawfully be appropriated and made available to pennit Lessee's continued utilization of the Equipment in the
perfonnance of its essential functions during the applicable Lease Tenns.
(e) Lessee shall assure that its obligation to pay Rental Payments is not directly or indirectly secured by any interest in property, other
than the Equipment, 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 and that the Rental Payments will not be directly or indirectly secured by or derived fÌ'om
any payments of any type other than from the Lessee's legally available non-ad valorem revenues.
(t) Upon Lessor's request, Lessee shall provide Lessor with current financial 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 ITom 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.
Spt'tinn 11 1 T9Y RpI9tprI R~prp!ii:pnt9tinm: W9rrantip!ii: anrl C'nvpnanh.
(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 notice, in any fonn, from the Internal Revenue Service or (ii) reasonably
detennines, based on an opinion of independent 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 accOlmt all penalties, fines, interest and additions to tax (including all federal,
state and local taxes imposed 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
Spr.tinn 7 1 r .iahility anrl Prnpprty Tn!ii:llr9nr.p Lessee shall, at its own expense, procure and maintain continuously in effect during each
Lease Tenn: (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 ITorn 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.
Spt'tinn 72 Wnrker!ii:' C'Ol1lppn!ii:9tinn Tn!ii:llrancp. 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 Tenn.
Spt'tinn 7' Tn!ii:llrant'P Rpqllirpmpnt!ii:
(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
aside and maintained for that purpose which must be fully described in a letter delivered to Lessor in fonn acceptable to Lessor.
(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 fonn of Exhibit G-I 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 fonn of Exhibit G-2 attached hereto. as applicable.
Spt'tinn 74 Ri!ii:k nf' O!ii:!ii:. To the extent permitted by applicable laws of the State, as between Lessor and Lessee, Lessee assumes all risks
and liabilities ITom any cause whatsoever, whether or not covered by insurance, for loss or damage to any Equipment and for injwy to or
death of any person or damage to any property. Whether or not covered by insurance, 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
6
S/14l2004:Fl-Bq-nesc,DOCIrev.O I 04511
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.
Spl"nnn 7 ~ Opdrlll"nnn nfFqllipmpnt. 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 Lessormay,
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
Spl"nnn R 1 Maintpnanl"p. nf Fqllipmpnt. 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 ftee of encumbrances and liens. All such
replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute sm integral portion of the
Equipment and as such, shall be subject to the terms of this Agreement.
Spl"non R '2 TaYP~. 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.
Spl"tinn R 1 Arlvanl"p". If Lessee shall fail to perform any of its obHgations 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, fÌ'Om the date of the advance to the date of repayment.
ARTICLE IX, TITLE
S....rion 9 1 Titl.. During the Lease Term, 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 does not own
the Equipment and by this Agreement and each Lease 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.
Spl"non q 2 SPí'lIrity Tntprpd, 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.
Spl"nnn q 1 Mnrlifil"~non of F.qllipm~>nt. Lessee will not, without the prior written consent of Lessor, affix or instal] 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.
Spl"tinn q.:1 P..r"nmll Proppriy. The Equipment is and shaU at all times be and remain personal property and not fixtures.
ARTICLE X,
WARRANTIES
Spl"nnn 161 Splpl"nnn of Fqllipmpnt. 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.
Spt'nnn 162 Vpnf'lnr'!ò Warrantip!ò. Lessor hereby assigns to Lessee for and during the related Lease Tenn, 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 furnished in cOlUlection with such warranties and guarantees at Lessee's expense. Lessor has no
7
5/1412004: FL-8q-n~sc.Doç¡rc:v.O 1 04$11
obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee.
S..';nn 101 n;..I.imPr nf Warr.n';". 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 WARRANfY 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 ARlSING OUT OF THIS
AGREEMENT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT.
ARTICLE XI. ASSIGNMENT AND SUBLEASING
Sp("tion 11 1 Á!iI!ilignmpnt hy 1.p.!iI!ilor. 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. .
SP4":tinn 11 1. Á!iI!d~J1mpnt ",nct SlIhlpadng hy l,p!iI!ilPP. 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
Sp("tion 12 1 Fvpnt!il of hefault hpfinprl, The occurrence of any of the following events shall constitute an Event of Default under this
Agreement and each Lease:
(aJ Lessee's failure to pay, within ten (lOJ days following the due date thereof. any Rental Payment or other amount required to be
paid to Lessor (other than by reason of Non-Appropriation).
(b) Lessee's failure to maintain insurance as required by Article VII.
(c) With the exception ofthe above clauses (aJ & (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 determination 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.
(eJ 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 govenunental 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.
Sedinn 122 Rpmectip.s on Opfalllt. 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 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 default, provided that in the event that Lessee voluntarily returns the Equipment 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 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.
Se(':tion 11." Rphlrn of Rquipment· Rplea!ilp. of 1.p.!iI~pp'!iI Intered 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. 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
8
5114/2004:FL-Bq-neK.DOCIrev.O 1 04sll
~ection 124 f .atp l:h9':W. 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
~PC"tion 111 Nntir:pllõ:. 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 ftom 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.
~PC"tion 112 Rinrling Fm,C"t. 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 tenn "Lessor" means any person or entity to whom
Lessor has assigned its right to receive Rental Payments under any Lease.
~pr:tion 111 S:pvpnhility. 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.
~p("tion 11 4 Fntirp Àgrppmpnt· Ampnrlmpntllõ:. 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.
~p("tion 11 ~ l:aptionllõ: 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.
~pr:tion 11 It Fnrthpr Állõ:llõ:llranr:plIõ: and rorrP.(':tivp Indrnmenk. Lessor and Lessee agree that they will, fÌ'Om 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.
~p.r:tion 117 {;ovprning f ,aw. This Agreement shall be governed by and construed in accordance with the laws of the State.
~p("tion 11 R I1l1õ:nry. 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
hereunder require the payment or pennit the collection of Interest or any amount in the nature of Interest or fees in excess of the maximum
amount permitted 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 detennining 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.
~p("tion 11 Q f pllõ:llõ:pp'lIõ: Pp.rforman("p. 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.
~PC"tion 1110 Waivpr oLfury Trial. DELETED
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
SII4/2004:FL-Bq-nesc.DOCJrc:v.0104511
9
EXECUTION PAGE OF MASTER LEASE AGREEMENT
LEASE NUMBER 02649
IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its cotporate 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 DELRA Y BEACH, FL
Lessee
SUNTRUST LEASING CORPORATION,
Lessor
By:
Name: JetIPerlman
Title: Mayor
Date:
By:
Name: Michaell Powers
Title: Secretary
Date:
Address: 100 NW First Avenue
Delray Beach, FL 33444-2698
Address: 29 W. Susquehanna Avenue, Suite 400
Towson, MD 21204
Telephone: 561/243-7120
Facsimile: 56l1243-7l66
Telephone: 410/307-6644
Facsimile: 410/307-6702
SII4f2004:FL-Bq-ncsc.DOCfrev.O I 04511
10
EXIDBIT A
EQUIPMENT SCHEDULE NO. 01
TO LEASE NO. 02649
The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as May 20,
2004 (the "Agreement") between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and Lessee
hereby reaffirms each of its representations, warranties and covenants contained in the Agreement. Lessee warrants that no Non-
Appropriation and no Event of Default, or event which, with the passage of time or the giving of notice or both, would constitute an Event
of Default, has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule
and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but not defined herein shall have the meanings
assigned to them in the Agreement.
F.OmPMFNT r.ROIJP
The cost of the Equipment Group to be funded by Lessee under this Lease is Five Hundred Eighty One Thousand Four Hundred
Twenty Dollars and 00/100 ($581,420.00) (the "Acquisition Cost"). The Equipment Group consists of the following Equipment which
has been or shall be purchased !Tom the Vendor(s) named below for the prices set forth below:
TWO (2) IBM SERVERS
SEE AlTACHED INVOICES
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:
100 NW First Avenue
Delray Beach, Fl33444-2698
CITY OF DELRA Y BEACH, FL
Lessee
SUNTRUST LEASING CORPORATION.
Lessor
By:
Name: Jeff Perlman
Title: Mayor
Date:
By:
Name:
Title:
Date:
Michael 1. Powers
Secretary
Address: 100 NW First Avenue
Delray Beach, FI 33444-2698
Address: 29 W. Susquehanna A venue. Suite 400
Towson. MD 21204
Telephone: 561/243-7120
Facsimile: 561/243-7166
Telephone: 410/307-6644
Facsimile: 410/307-6702
Sfl4l2004:FL-Bq-nC5c.OOClrev.OI04stl
11
Lease No.: 02649
Equipment Schedule: 0 I
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:
TWO (2) IBM SERVERS
SEE A IT ACHED INVOICES
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)
financing statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title
application, if any, for any Equipment which is subject to certificate of title laws.
3. Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule
attached to the Equipment Schedule. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to
pay all Rental Payments required to be paid under the Lease during the current Fiscal Year of Lessee. Such moneys will be applied in
payment of all such Rental Payments due and payable during such current Fiscal Year. Lessee anticipates that sufficient funds shall be
available to make all Rental Payments due in subsequent Fiscal Years.
4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the payment
by the Escrow Agent (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee in the
event such invoice prices have been previously paid by Lessee.
....K- 5. Final Acceptance Certificate. This Acceptance Certificate constitutes 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 perfonned all of its covenants and obligations
under the Lease. [CHECK BOX IF APPLICABLE.]
CITY OF DELRA Y BEACH, FL
Lessee
By:
Name: Jeff Perlman
Title: Mayor
Date:
S/I4f2004:FL-Bq~no:sç,DOCfI'¢V.OI 04stl
12
Lease Number: 02649
Equipment Schedule: 0 I
P A VMFNT SrHFDlJT ,F
The Funding Date with respect to the above referenced Equipment Group shall be May 20, 2004, The Annual Interest Rate
applicable to the Equipment Group shall be 2,97%, Lessee will make Rental Payments each consisting of Principal and Interest as set forth
below for a tenn of 5 years. The first Rental Payment is due on June 20, 2004 and subsequent payments are due monthly on like date
thereafter.
Payment Payment Payment Principal Interest Prepayment Principal
Number Date Amount Component Component Price* Balance
1 06/20/04 10,439,61 9.000.59 1,439,02 601,040.38 572,419.41
2 07/20/04 10,439,61 9.022,87 1,416,74 591,566,37 563,396.54
3 08/20104 10,439.61 9,045.20 1.394.41 582,068,92 554,351,35
4 09/20/04 10,439,61 9.067,58 1,372.03 572.547.95 545.283,76
5 10/20/04 10,439,61 9,090,03 1.349,58 563.003.43 536,193.74
6 11/20/04 10,439,61 9,112,52 1,327.09 553,435.27 527.081.21
7 12/20/04 10,439.61 9,135.08 1,304,53 543,843.44 517,946,13
8 01/20/05 10,439.61 9.157,69 1,281.92 534,227,86 508.788.44
9 02/20/05 10,439.61 9,180.35 1,259.26 524,588.49 499,608,09
10 03/20105 10,439,61 9,203.07 1,236,54 514,925.27 490,405,02
11 04/20105 10,439,61 9,225.85 1,213,76 505,238,12 481.179.16
12 OS/20/05 10,439,61 9,248.69 1,190,92 495,527.00 471.930.48
13 06/20/05 10,439.61 9,271,58 1,168.03 485,791.85 462,658,90
14 07/20105 10,439,61 9,294,52 1,145,09 476,032.60 453.364,38
15 08/20/05 10,439,61 9.317.53 1,122,08 466,249,19 444,046,85
16 09/20/05 10,439,61 9,340,59 1,099,02 456,441,57 434,706,26
17 10/20105 10,439,61 9,363.71 1.075,90 446,609,68 425,342,55
18 11/20/05 10,439,61 9.386,88 1,052,73 436,753.45 415,955.67
19 12/20/05 10,439.61 9,410,12 1.029.49 426,872,83 406,545,55
20 01/20/06 10,439,61 9,433.41 1,006,20 416,967.76 397,112.15
21 02/20/06 10,439.61 9,456,75 982.86 407,038,16 387,655,39
22 03/20/06 10,439.61 9,480.16 959.45 397,084,00 378.175.24
23 04/20/06 10,439.61 9,503.62 935,99 387,105.19 368,671,61
24 OS/20/06 10,439.61 9,527.14 912.47 377,101.69 359,144.47
5/1412004:FI.-Bq-ncsc.DOClrev.OI04stl
13
Lease Number: 02649
Equipment Schedule: 01
Payment Payment Payment Principal Interest Prepayment Principal
Number Date Amount Component Component Price· Balance
25 06/20/06 10,439.61 9,550.72 888.89 367,073,44 349,593.75
26 07/20/06 10,439.61 9,574.36 865.25 357,020.35 340.019.38
27 08/20/06 10,439.61 9.598.06 841.55 346,942,40 330,421.33
28 09/20106 10,439.61 9,621.81 817.80 336,839.49 320,799.51
29 1 0/20/06 10,439.61 9,645.63 793.98 326,711.57 311.153.88
30 11/20/06 10,439.61 9,669.50 770.11 316,558.60 301 ,484.38
31 12/20/06 10,439.61 9,693.43 746.18 306,380.50 291,790.95
32 01/20/07 10,439.61 9,717.42 722.19 296,177.21 282,073.53
33 02/20/07 10,439.61 9,741.48 698.13 285,948.65 272.332.05
34 03/20/07 10,439.61 9,765.59 674.02 275,694.79 262,566.47
35 04/20/07 10,439.61 9.789.76 649.85 265,415.55 252,776.71
36 OS/20/07 10,439.61 9,813.98 625.63 255,110.87 242.962.73
37 06/20107 10,439.61 9,838.27 601.34 244,780.67 233,124.45
38 07/20/07 10,439.61 9,862.62 576.99 234,424.92 223.261.83
39 08/20/07 10,439.61 9,887.03 552.58 224,043.53 213.374.79
40 09/20/07 10,439.61 9.911.51 528.10 213,636.45 203,463.29
41 10/20/07 10,439.61 9,936.04 503.57 203,203.61 193,527.25
42 11/20/07 10,439.61 9,960.63 478.98 192.744.95 183,566.62
43 12/20/07 10,439.61 9,985.28 454.33 182.260.41 173.581.34
44 01/20/08 10,439.61 10,009.99 429.62 171,749.92 163,571.35
45 02/20/08 10,439.61 10,034.77 404.84 161,213.41 153,536.58
46 03/20/08 10,439.61 10,059.61 380.00 150,650.82 143,476.97
47 04/20/08 10,439.61 10,084.50 355.11 140,062.09 133.392.47
48 OS/20/08 10,439.61 10.109.46 330.15 129,447.16 123,283.01
49 06/20/08 10,439.61 10,134.48 305.13 118,805.95 113,148.52
50 07/20/08 10,439.61 10,159.57 280.04 108,138.41 102.988.96
51 08/20/08 10,439.61 10.184.71 254.90 97,444.46 92.804.25
5114f2004:FL-Bq-nesc.DOC/rev,OI04stl
14
Lease Number: 02649
Equipment Schedule: 01
Payment Payment Payment Principal Interest Prepayment Principal
Number Date Amount Component Component Price· Balance
52 09/20/08 10,439.61 10,209.92 229.69 86,724.05 82,594.33
53 1 0/20/08 10,439.61 10,235.19 204.42 75,977.10 72,359.14
54 11/20/08 10,439.61 10,260.52 179.09 65,203.55 62.098.62
55 12/20/08 10,439.61 10,285.92 153.69 54,403.35 51,812.71
56 01/20/09 10,439.61 10,311.37 128.24 43.576.40 41,501.33
57 02/20/09 10,439.61 10,336.89 102.72 32,722.66 31,164.44
58 03/20/09 10,439.61 10.362.48 77.13 21,842.06 20.801.96
59 04/20/09 10,439.61 10,388.12 51.49 10,934.53 10,413.84
60 OS/20/09 10,439.61 10,413.84 25.77 0.00 0.00
Totals 626,376.60 581,420.00 44,956.60
CITY OF DELRA Y BEACH, FL
Lessee
By:
Name: Jeff Perlman
Title: Mayor
Date:
· After payment of Rental Payment due on such date.
SfI412004:FL-Bq-IICSC.DOCI~v.OI04g 1
15
EXHIBIT B-1
[Non-Escrow]
Lease Number: 02649
Equipment Schedule: 0 I
TAX AGRFFMFNT ANn ARRTTRAGF CFRTTFWATF
This TAX AGREEMENT AND ARBITRAGE CERTlFlCA TE (this "Certificate") is issued by City of Delray Beach, FL ("Lessee")
in favor of SUNTRUST LEASING CORPORA TlON ("Lessor") in connection with that certain Master Lease Agreement dated as of
May 20, 2004 (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.
Spt'tion 1
Tn r..pnpral.
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 t1Financing Documents!!). As described in the Financing Documents,
Lessor shall apply Five Hundred Eighty One Thousand Four Hundred Twenty Dollars and 0011 00 ($581,420.00) (the "Principal
Amount") toward the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as set forth in
the Financing Documents.
1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing
and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing
Documents, a copy of which has been delivered to Lessor.
1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping
and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment
Schedule. The Principal Amount will be disbursed by Lessor on or promptly after the date of issuance of the Financing Documents to
acquire the Equipment.
1.4. Lessee will timely file for each payment schedule issued under the Lease a Form 8038-G (or, if the invoice price of the Equipment
under such schedule is less than $100.000, a Form 8038-GC) relating to such Lease with the Internal Revenue Service in accordance with
Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code").
Sprtinn , Nnn_A.rhitr~gp rprtifil"~tinn~
2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or
an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the
payment of the Rental Payments due under the Financing Documents or pledged as security therefor.
2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within
fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of
financing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially
the same claim to be paid out of substantially the same source of funds as, the Financing Documents.
2.3. Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended
to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment.
2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the
yield realized by Lessor from Rental Payments received under the Financing Documents.
2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were
entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the
Equipment.
2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than
the final Payment Date under the Financing Documents.
Spp-tinn '\
nh:hllr~pmpnt of Fnnrl!i:° Rpimhllr~pmpnt tn , ,PUPf'.
3.1 It is contemplated that the entire Principal Amount will be used to pay the acquisition cost of Equipment to the vendors or
manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as -reimbursement for
acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied,
3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the
following conditions have been satisfied:
(a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150-2 (the
"Declaration of Official Intent"), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a
16
5/14/2004:fL-Bq-ncsç.DOCIrev.0! 04s11
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 ofa type properly
chargeable to a capital account under general federal income tax principles; and
(d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an
artifice or device under Treasury Regulation § 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate
requirements.
Spl"tinn d 1T~p. anclTnvpdmpnt of FnnrlJi:' Tpmpnr:ll-:}' Ppt'inrl.
4.1. Lessee has incurred or will incur, within six months ftom 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 ¡fit is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with
due diligence to the date of final acceptance of the Equipment.
4.2. An amount equal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by
the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire
investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of
four (4) years or more.
4.3. -(a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount to the Internal
Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual detenninations and maintain the
records required by and otherwise comply with the regulations applicable thereto.
(b) Lessee reasonably expects to cause the Equipment to be acquired and placed in service within one (1) month of the date of
issuance of the Financing Documents. If the entire Principal Amount has not been expended on the Equipment by the date that is the six-
month anniversary of the issuance of the Financing Documents, Lessee will provide evidence to Lessor that the rebate amount has been
calculated and paid to the Internal Revenue Service in accordance with Section 148(1) of the Code.
(c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond"
under Section 141 of the Code; (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of
Lessee; and (iv) the aggregate principal amount of all tax-exempt obligations (including the Lease) issued by Lessee and its subordinate
entities, if any, during the current calendar year is not reasonably expected to exceed $5,000,000. Accordingly, the rebate requirements of
Section 148(1) ofthe Code are treated as being met, in lieu ofthe spending exceptions set forth in paragraph (b) above.
Sp.í'tinn oC\
No Priv9tp IJ!ilP' No C'on!illlmpr T nan.
5.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not pennit 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.
Spí'tion 11 No Ii'Pllpr91 c:.narantpp.
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 (Ü) 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.
SI r 4I20Q4:FL-Bq-nesc.DOCfrev.() l04stl
17
Spl'tion 7 Mi ' l'plhmpolI ,
7.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and subst&nce
satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as
Lessee's agent for such purpose.
7,2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings
thereon for a period of five years after payment in full under the Financing Documents.
7.3, To the best 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.
2004.
IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been execnted on behalf of Lessee as of May 20,
CITY OF DELRA Y BEACH, FL
Lessee
By:
Name: leffPerlman
Title: Mayor
Sf J 4f2004:FL-Bq-nesc.DOCIrev.O I 04stl
18
EXmBIT C
[Non-Escrow]
Lease Number: 02649
Equipment Schedule: 01
RFSOT nnON OF GOVFRNTNG ROnV
At a duly called meeting of the governing body of Lessee held in accordance with all applicable legal requirements, including open
meeting laws, on the 18 day of May 2004, the following resolution was introduced and adopted:
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE AGREEMENT,
EQillPMENT SCHEDULE NO. 01 AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATIERS IN
CONNECTION THEREWITH.
WHEREAS, the governing body of City of Delray Beach, FL ("Lessee") desires to obtain certain equipment (the "Equipment")
described in Equipment Schedule No. 01 to the Master Lease Agreement (collectively, the "Lease") with SUNTRUST LEASING
CORPORATION, the fonn of which has been available forreview by the goveming body of Lessee prior to this meeting; and
WHEREAS, the Equipment is essential for the Lessee to perform its governmental functions; and
WHEREAS, the funds made available under the Lease will be applied to the acquisition of the Equipment in accordance with such Lease;
and
WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements. to arrange for the
acquisition of the Equipment; and
WHEREAS, Lessee proposes to enter into the Lease with SUNTRUST LEASING CORPORATION substantially in the fonn
presented to this meeting.
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF LESSEE AS FOLLOWS:
S~r.tinn 1. It is hereby found and determined that the terms of the Lease in the form presented to this meeting and incorporated in this
resolution are in the best interests of Lessee for the acquisition of the Equipment.
Sectinn ? The Lease and the acquisition and financing of the Equipment under the terms and conditions as described in the Lease are
hereby approved. The Mayor of Lessee and any other officer of Lessee who shall have power to execute contracts on behalf of Lessee be,
and each of them hereby is, authorized to execute, acknowledge and deliver the Lease with any changes, insertions and omissions therein
as may be approved by the officers who execute the Lease, such approval to be conclusively evidenced by such execution and delivery of
the Lease. The Mayor of the Lessee and any other officer of Lessee who shall have power to do so be, and each of them hereby is,
authorized to affix the official seal of Lessee to the Lease and attest the same.
Section 1. The proper officers of Lessee be, and each of them hereby is, authorized and directed to execute and deliver any and all papers,
instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things
necessary or proper for carrying out this resolution and the Lease.
Sed;"" 4. Pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code"), Lessee hereby specifically
designates the Lease as a "qualified tax-exempt obligation" for purposes of Section 265(b )(3) of the Code.
3/14I2004:FL-Bq-nesç.DOCIrev ,0 [04stl
19
The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and
further certifies that the Leàse 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: May 18, 2004
CITY OF DELRAY BEACH, FL
Lessee
By:
Name: Tp.ffpp.rlm~n
Title: M¡:¡yor
Attested By:
Name: R~rhM~ G¡:¡rito
Title: rity rlp.rlc
5/1412004;FL-Bq-nesc.DOCfrev.OI04stl
20
EXIDBIT D
Lease No.: 02649
Equipment Schedule: 01
JNrlJMRFNrv rFRTIFTr A TF
I do hereby certifY that I am the duly elected or appointed and acting City Clerk of the CITY OF DELRA Y BEACH, FL, a
political subdivision duly organized and existing under the laws of the State of Florida, that I have custody of the records of such entity, and
that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth
opposite their respective names.
I further certifY that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii)
such officers have the authority on behalf of such entity to enter into that certain Master Lease Agreement dated as of May 20, 2004
between such entity and SUNTRUST LEASING CORPORATION.
NAME
IIILE
SIGNATTJRF
Tp.ffpp.r1m~n
M;:¡YOT
Tn}," T p.vin~nn
Commis."ionp.T
Rohp.rt P rns.tin
(;ommis.s.ionP'T
P;:¡tri~i:'l T Slnglf'Y A rr:hP.T
Commis.s.ionPT
A 1hP.Tt:1 PP.n:y Mr.r;:¡rt},y
Viœ M;:¡ynr
IN WITNESS WlŒREOF, I have duly executed this certificate as of this _ day of
'-.
By:
Name: Barbara Garito
Title: City Clerk
5/1412004:FL-Bq-nesc,DQCfrev.OI04st[
21
[ITY DF DELIAY BEA[H
CITY ATTORNEY'S OFFICE
DELRA Y BEACH
~
AJl.America City
~nl'!
200 NW 1st AVENUE· DELRAY BEACH. FLORIDA 33444
TELEPHONE 561/243-7090' FACSIMILE 561/278-4755
May 20, 2004
SunTrust Leasing Corporation
29 W. Susquehanna Avenue, Suite 400
Towson, Maryland 21204
Re: Master Lease Agreement dated as of May 20, 2004 (the "Agreement")
by and between SUNTRUST LEASING CORPORATION ("Lessor")
and the CITY OF DELRAY BEACH ("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. 01 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, 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.
SunTrust Leasing Corporation
May 20, 2004
Page 2
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 may be incurred by Lessee.
6. There is no litigation, action, suit or proceeding pending or before any
court, administrative agency, arbitrator or governmental body that challenges the
organization or existence of Lessee, the authority of Lessee or its officers or its
employees to enter into the 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.
7. 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. 37-04 of the governing body of Lessee was duly and
validly adopted by such goveming body on May 18, 2004 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,
Susan A. Ruby, Esq.
City Attomey
EXIDBIT G-I
Lease No.: 02649
Equipment Schedule: 0 I
DATE:
TO:
Insurance Agent Name & Address
Phone Number and Fax Number
Gentlemen:
City of Delray Beach, FL has entered into a Master Lease Agreement dated as of May 20, 2004 with SUNTRUST LEASING
CORPORATION. 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 LEASING CORPORATION and!or its assigns as Loss Payee.
The Coverage Required is $581,420.00.
b. Public Liability Insurance evidenced by a Certificate of Insurance naming SUNTRUST LEASING CORPORATION
and/or its assigns as Additional Insured.
The following minimum coverage is required:
Liability:
Liability - Bodily Injury:
Liability - Property Damage:
$ 500.000.00 per person
$1,000,000.00 aggregate
$1.000,000.00 property damage liability
PROPERTY:
LOCATION:
2 IBM SERVERS
100 NW FIRST AVENUE
DELRA Y BEACH, FL 33444-2698
Upon issuance of the coverage outlined above, please mail a certificate of insurance to SUNTRUST LEASING
CORPORATION 29 West Susquehanna Ave. Suite 400, Towson ,MD 21204.
Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated.
Very truly yours,
CITY OF DELRA Y BEACH, FL
By:
Name: Jeff Perlman
Title: Mayor
Date:
S/1412004:FL-Bq-l\eSc.OOC/rev.0 I 04stl
23
EXHIBIT G-2
Lease Number: 02649
Equipment Schedule: 0 I
QUESTIONNAIRE FOR SELF-INSURANCE TO
MASTER LEASE AGREEMENT
In connection with the Master Lease Agreement (the "Agreement"), dated as of May 20, 2004, made and entered into by and between
SUNTRUST LEASING CORPORATION, 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 defmed herein shall have the meanings
assigned to them in the Agreement.
I. Property Insurance.
a. Lessee is self-insured fO~. e or destruction to the Equipment.
YES NO ( circle one)
If yes, the dollar amount um or property damage to the Equipment under the Lessee's self-insurance program is $ 75, oqO/ ace.
.
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 indi~ove.
@V NO (eircleone)
If yes, the umbrella polic . es coverage for all risk property damage.
YES NO (circle one)
If yes, the dollar limit for roperty damage to the Equipment under such umbrella policy is $ as required by lease.
'] I ;nhHity Tmurnnrp.
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 operatio~ Equipment.
YES NO (circle one)
If yes, the dollar limit for suc . liability claims under the Lessee's self-insurance program is $ 500, OQO/ ace.
b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for liability
including injury or death O~ or damage to property as indicated above.
YES NO (circle one)
If yes, the umbrella policy p ovides coverage for liabilities for injury and death to persons as well as damage or loss of
property 'arising out of or ~ the condition or operation of the Equipment.
~ NO (circle one)
If yes, the dollar amount of the umbrella policy's limits for such liability coverage is $1 M
1 A ,f;pV Tn'furnnrp Pund,
a. Lessee maintains a self.~· fund.
YES
If yes, please complete the 0 lowing:
Monies in the self-insurance fund ~ect to annual appropriation.
YES NO (circle one)
The total amount maintained in the se f-insurance fund to cover Lessee's self-insurance liabilities is $
NO
(circle one)
1,754 MM
b. Amounts paid from the Lessee's self-ins~d.are subject to limitations for each claim.
YES NO (circle one)
If yes, the dollar amount oflimit per claim is '.. '.-'
5I14I2004:FL-Bq-nesc.DOC'Jnw.OI04sll
24
1R N'n ~1{f/TI1~1Jrnl1rp Fund.
a. If Lessee does not maintain a self-insurance fund, please complete the following:
Lessee obtains funds to pay claims for which it has self-insured trom the following sources:
b. The limitations on the amounts payable for claims from the above sources are as follows:
4 A1Jlhnrity,
a. The following entity or officer has authority to authorize payment for claim: Finance Direc tor
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? City Manager
c; rP.rtiþrnlp.~ ofTI1~rJrnl1rp..
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 DELRA Y BEACH, FL
Lessee
By:
Name: Jeff Perlman
Title: Mayor
Date:
Telephone: 561/243-7120
Facsimile: 561/243-7166
Attachment
S/14I2004:FL-8q-ncse.DOCIRiv.OI04st1
25
SUNfRUST LEASING CORPORATION
ADDENDUM TO EQUIPMENT SCHEDULE NO, 01
TO MASTER LEASE AGREEMENT (LEASE NO. 02649)
RELATINGTOSEL~INSURANCE
THIS ADDENDUM is made as of May 20. 2004, between SUNTRUST LEASING CORPORATION (the "Lessor") and City of
Delray Beach, FL (the "Lessee").
Recitals
A. Lessor and Lessee have entered into a Master Lease Agreement dated as of May 20,2004 (the "Agreement").
B. Lessee desires to lease equipment described in Equipment Schedule No. 01 to the Agreement (the "Equipment") and Lessee has
requested that Lessor lease such Equipment to Lessee.
C. With respect to Equipment Schedule No. 01, 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, TIlEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and in the Agreemen~ it is
hereby agreed as follows:
I. The terms capitalized in this Addendwn but not defined herein shall have the meanings assigned to them in the Agreement.
2. Lessee hereby represents and warrants that all representations and warranties contained in the Agreement are true and correct as
of the date hereof and that neither a Non-Appropriation nor any Event of Default or event which, with the passage of time or giving of
notice or both, would constitute an Event of Default has occurred under the Agreement.
l 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 confrnned 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. 01 through self-
insurance.
6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 01 to accept self-insurance in
lieu of the insurance required by Section 7.1 through 7.3 of the Agreement at any time during the related Lease Term when Lessor deems
itself insecure with respect to such self-insurance. Within thirty (30) days of receipt of notice ftom 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 dilly authorized officers have executed this Addendwn as of the date and year first above
written.
CITY OF DELRA Y BEACH, FL
Lessee
SUNfRUST LEASING CORPORATION,
Lessor
By:
Name: JeffPerhnan
Title: Mayor
Date:
By:
Name: Michael J. Powers
Title: Secretary
Date:
SlI4f.2004:FL-Bq-.c.DOCJrevJH 041t1
26
Form 8038·6
Information Return for Tax-Exempt Governmental Obligations
.... Under Internal Revenue Code section 149(e)
.... See separate Instructions.
Caution: If the issue price is under $100,000, use Form 8038-GC.
OMS No. 1545-0720
(Rev. November 2000)
Oepartment of the Treasury
Internal Revenue Service
Re ortin Authorit If Amended Return, check here ~ 0
Issuer's name 2 Issuer's employer identificaüon number
City of Delray Beach, FL 59 i 6000308
3 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 4 Report number
100 NW First Avenue 3 04-01
5 City, town, or post office. state, and ZIP code 6 Date of issue
Delray Beach, FL 33444-2698 OS/20/04
7 Name of issue 8 CUSIP number
Master Lease Agreement No. 02649 Schedule No. 01 N/A
9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative
( )
T e of Issue (check a licable box(es) and enter the issue rice) See instructions and attach schedule
11 Education 11
12 Health and hospital 12
13 Transportation. 13
14 Public safety. 14
15 Environment (including sewage bonds) 15
16 Housing. 16
17 Utilities............. 17
18 ;z Other. Describe ~ COMPUTER EQUIPMENT 18 581,420.00
19 If obligations are TANs or RANs. check box ~ 0 If obligations are BANs. check box ~ 0
20 If obli ations are in the form of a lease or installment sale, check box .... fl
Descri tion of Obli ations. Com lete for the entire issue for which this form is bein
(b) Issue price
(c) Stated redemption
price at maturity
(e) Yield
(d) Weighted
average maturity
581,420.00 5
underwriters' discount)
ears
2.97 %
581,420.00
22
23
24
25
26
27
28
29
30
Proceeds used for accrued interest .
Issue price of entire issue (enter amount from line 21, colùmn (b»
Proceeds used for bond issuance costs Oncluding underwriters' discount)
Proceeds used for credit enhancement .
Proceeds allocated to reasonably required reserve or replacement fund
Proceeds used to currently refund prior issues
Proceeds used to advance refund prior issues
Total (add lines 24 through 28) .
Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here .
Descri lion of Refunded Bonds (Com lete this art ani for refundin bonds.)
Enter the remaining weighted average maturity of the bonds to be currently refunded . ....
Enter the remaining weighted average maturity of the bonds to be advance refunded . ....
Enter the last date on which the refunded bonds will be called . . ~
Enter the date(s) the refunded bonds were issued ~
Miscellaneous
Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5)
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
Enter the final maturity date of the guaranteed investment contract ....
Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
If this issue is a loan made from the proceeds of another tax-exempt issue, check box.... 0 and enter the name of the
issuer .... and the date of the issue ....
If the issuer has designated the issue under section 265(b)(3)(B)(i)(IiI) (small issuer exception). check box ~ 0
If the issuer has elected to pay a penalty in lieu of arbitrage rebate. check box ~ 0
If the issuer has identified a hed e. check box . . . . ~ 0
Under penalties of perjury, I declare that 1 have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete.
581,420.00
24
25
26
27
28
31
32
33
34
years
years
35
36a
b
37
b
38
39
40
Sign
Here
~ Signature of issuer's authorized representative
.. Jeff Perlman, Mayor
, Type Of print name and title
Cat. No. 637735 Form 8038-G (Rev. 11-2000)
Date
For Paperwork Reduction Act Notice, see page 2 of the Instructions.
*
Sf 1412004:FL-Bq-nesc.docfrev,O l104stl
CITY OF DELRA Y BEACH, FL
INDEX TO LEGAL DOCUMENTS
NON BANK-QUALIFIED NON-ESCROW
Master Lease Agreement;
Exhibit A - Equipment Schedule No. 01;
Acceptance Certificate;
Payment Schedule;
Exhibit B-1 - Tax Agreement and Arbitrage Certificate;
Exhibit C - Resolution of Governing Body;
Exhibit 0 - Incumbency Certificate;
Exhibit E - Opinion of Counsel;
Exhibit F - Omitted Intentionally;
Exhibit G-l ConfIrmation of Outside Insurance;
Exhibit G-2 Questionnaire for Self-Insurance to Lease and Addendum;
Form 8038-G.
,_~ or_ C..£\'JE.O
'i~""""
. J\)~ \ It 1\\M
Crr-l CLE.~"
SUNTRUST LEASING CORPORATION
MASTER LEASE AGREEMENT
LEASE NUMBER 02649
This MASTER LEASE AGREEMENT (the "Agreement"), dated as of May 20, 2004 is made and entered into by and between
SUNTRUST LEASING CORPORATION, a Virginia corporation, as lessor (the "Lessor"), and CITY OF DELRAY BEACH, FL 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 ExmBITS
Seetion 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 fÌ'om 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 NI A , a NI A 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, if applicable, to be executed by Lessor,
Lessee and the Escrow Agent upon the first funding of an Equipment Schedule using the procedure described in Section 204.
"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 204 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 all
of Lessee's obligations under this Agreement, as evidenced by the passage of an ordinance or resolution specifically prohibiting Lessee
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SfI4l2004:FI.-Bq-nesc.DOCIrev.O I O4stl
from performing 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.
Sel'tion 1 2 'F.xhihihi1.
Rxhihit A: Equipment Schedule including form of Acceptance Certificate and form of Payment Schedule.
Rxhihit R-1 : Form of Tax Agreement and Arbitrage Certificate (Non-Escrow).
Rxhihit (;-1 : Form of Resolution of the Governing Body of Lessee relating to each Lease (Non-Escrow).
Rxhihit I): Form of Incumbency Certificate as to each officer or representative of Lessee executing this Agreement or any Lease.
Rxhihit R: Form of Opinion of Independent Counsel to Lessee.
Rxhihit F: Omitted Intentionally.
Rxhihit 0-1 : Form of Confirmation of Outside Insurance.
Rxhihit 0-1: Form of Questionnaire for Self-Insurance and Addendum to Equipment Schedule Relating to Self-Insurance.
ARTICLE ß. LEASE OF EQUIPMENT
Section 2 1 Acquh:ition of 'F.quipment 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 Equipmént 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 Di~hursement. 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) fmancing statements executed by
Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment
which is 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 G) any other documents or items reasonably required by Lessor.
Section 2 1 T ,ease; Po~~e~~ion and TTse. Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from
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 - 'F.~crow 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.
Sf I 4f2004:FL-Bq-nesc,DOCfrev.O I 04511
3
ARTICLE ID. TERM
Set'tion ~ 1 Term. This Agreement shall be in effect from the Agreement Date until the earliest of (a) termination under Section 3.2 or (b)
termination under Section 12.2; provirlerl, 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 3.2.
Set'tion ~ 2 Termination "y T ~~ee. In the sole event of Non-Appropriation, this Agreement and each Lease hereunder shall terminate, 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 may effect such termination by giving Lessor a written notice of termination 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. 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.
Set'tion ~ ~ F.ffect of Termination. Upon termination 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.
Set'tion ~ 4 Termination of T ,ea~e Term. The Lease Term with respect to any Lease will terminate upon the occurrence of the first 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 terminate 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
Semon 41 Rental Payments. Lessor and Lessee confirm their understanding and agreement that (a) all payments due under the
Agreement are to be made only from Lessee's legally available and appropriated revenues from sources other than ad valorem or
other taxes, (b) that Lessee shall not be obligated to pay any sums due under the Agreement from the proceeds of ad valorem or other
taxes, aqd (c) that 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. The Lessee agrees to pay the Rental Payments due as specified in the Payment Schedule in Exhibit A. 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 ~lIrrent 'F.Ypen~e. The obligations of Lessee, including its obligation to pay the Rental Payments due in any Fiscal Year ofa
Lease Term, 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 ~ TJnconditional Rental Payments. The Lessee's obligation to make Rental Payments shall be absolute and unconditional.
Also, any other payments required hereunder shall be absolute and unconditional. 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 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
Set'tion ~ 1 Option to Pr~.pay. 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 shall include a prepayment fee) as set forth in the related Payment Schedule,
provided there has been no Non-Appropriation or Event of Default.
Set'tion ~ 2 F.Yerd~e 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
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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. Relea~e of I .H~or'~ 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 ~uipment
Group shall not be subject to any lien or encumbrance created by or arising through Lessor.
ARTICLE VI. REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 61 R~.presentations and Warranties of I ,essee. 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 terminated by Lessee as a result of insufficient funds being appropriated in any
Fiscal Year. No event has occurred which would constitute an 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 I .es~ee, 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 permits 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.
(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 will include in the budget request for each Fiscal Year the Rental
Payments to become due during such Fiscal Year, and will use all reasonable and lawful means available 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 governmental function which Lessee cannot contractually commit itself in advance to perfonn. Lessee acknowledges that this
Agreement does not constitute such a commitment. However, Lessee reasonably believes that moneys in an amount sufficient to make all
5
SfI4l2004:FL-Bq-nesc:.DOCIrev,OI04stl
Rental Payments can and will lawfully be appropriated and made available to permit Lessee's continued utilization of the Equipment in the
performance of its essential functions during the applicable Lease Terms.
(e) Lessee shall assure that its obligation to pay Rental Payments is not directly or indirectly secured by any interest in property, other
than the Equipment, 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 and that the Rental Payments will not be directly or indirectly secured by or derived from
any payments of any type other than from the Lessee's legally available non-ad valorem revenues.
(f) Upon Lessor's request, Lessee shall provide Lessor with current financial statements, budgets, and proof of appropriation for the
ensuing Fiscal Year and such other fmancial 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 61 Tay Related R~.pre~entation~, Warranties and Covenanh:.
(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 notice, in any form, from the Internal Revenue Service or (ii) reasonably
determines, based on an opinion of independent 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, fmes, interest and additions to tax (including all federal,
state and local taxes imposed 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 Vll. INSURANCE AND RISK OF LOSS
Section 71 , .iahility 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 72 Workers' Compensation Tn~urance. 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.
Se~tion 71 In~uran~e 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
aside and maintained for that purpose which must be fully described in a letter delivered to Lessor in form acceptable to Lessor.
(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-l 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 Ri~k of , .os~. 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, Lessee hereby assumes responsibility for and agrees
to indenmify 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
6
SI\~OO4:FL-Bq-nesc.DOCIrev.OI O4stl
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.
Sel'tion 7 5 Dedrnction of F.qnipment. 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 VIn. OTHER OBLIGATIONS OF LESSEE
Section fie 1 Maintenanl'e of 'F.quipment. 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 ¡m integral portion of the
Equipment and as such, shall be subject to the terms of this Agreement.
Section fie 2 Ta"es. 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.
Sel"tion fie ~ 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
SHtinn Q 1 Title, During the Lease Term, 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 does not own
the Equipment and by this Agreement and each Lease 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.
Sel'tion Q 2 Secnrity Tntered, 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 Q ~ Modification of 'F.quipmp.nt. 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.
Sectinn Q 4 Penonal Property. The Equipment is and shall at all times be and remain personal property and not fixtures.
ARTICLEX. WARRANTIES
SHtion 1 f} 1 SelHtinn of 'F.qn¡pment_ 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.
SHtion 10 2 Vendor'~ Warrantie~. 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 furnished in connection with such warranties and guarantees at Lessee's expense. Lessor has no
7
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obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee.
Section 101 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 I.essor. 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 Sublea~ing by I ,e~~ee. 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 F,vents 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 by reason of Non-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 determination 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.
(t) 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 122 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 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 default, provided that in the event that Lessee voluntarily returns the Equipment 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 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 121 Return of"F.quipmento Relea~e ofI,es~ee'~ 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. 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.
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Seetion 12 4 , ,ate Charq. 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
Seetion 111 Notice~. 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 112 Rindin~ F.ffect. 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 11 ~ Severahility. 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 1~ 4 F.ntire Agreementj 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 1 ~ 5 Caption~. 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 1~ 6 Further A~s1Iranep~ and Corrective Tndnlmenh. 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 1 ~ 7 C' ...overning , ,aw. This Agreement shall be governed by and construed in accordance with the laws of the State.
Section 1 ~ R TTsuQ'. 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
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 permitted 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 oflnterest
shall be spread through the applicable Lease Term so that the Interest is uniform through such term.
Section 11 9 , .es~ee'~ 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 1~ 10 Waiver of .TuQ' Trial. DELETED
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
S/14I2004:FL-Bq-nesc.DOCIrev,O I 045tl
9
EXECUTION PAGE OF MASTER LEASE AGREEMENT
LEASE NUMBER 02649
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.
By:
Name:
Title:
Date:
SUNTRUST LEASING CORPORATION,
~wr ~
'/ -----
By: ~
Name: Michael 1. 0
Title: Secretary
Date:
CITY OF DELRA Y BEACH, FL
Lessee
Address: 100 NW First Avenue
Delray Beach, FL 33444-2698
Address: 29 W. Susquehanna Avenue, Suite 400
Towson, MD 21204
Telephone: 561/243-7120
Facsimile: 561/243-7166
Telephone: 410/307-6644
Facsimile: 410/307-6702
This is counterpart No, 2 of 2 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. I only,
without the need to transfer possession of any other origmal 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.
SfI4l2004:FL-Bq-IICIC.DOCIrev,OI04511
10
EXHIBIT A
EQUIPMENT SCHEDULE NO. 01
TO LEASE NO. 02649
The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as May 20,
2004 (the "Agreement") between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and Lessee
hereby reaffirms each of its representations, warranties and covenants contained in the Agreement. Lessee warrants that no Non-
Appropriation and no Event of Default, or event which, with the passage of time or the giving of notice or both, would constitute an Event
of Default, has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule
and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but not defined herein shall have the meanings
assigned to them in the Agreement.
RQITTPM1i:NT GROIJP
The cost of the Equipment Group to be funded by Lessee under this Lease is Five Hundred Eighty One Thousand Four Hundred
Twenty Dollars and 00/100 ($581,420.00) (the "Acquisition Cost"). The Equipment Group consists of the following Equipment which
has been or shall be purchased from the Vendor(s) named below for the prices set forth below:
TWO (2) ffiM SERVERS
SEE A IT ACHED INVOICES
The Equipment Group is or will be located at the following addressees). Prior to relocation of the Equipment Group or any
portion thereof during the Lease Term, Lessee will provide written notice to Lessor:
100 NW First Avenue
Delray Beach, FI 33444-2698
CITY OF DELRA Y BEACH, FL
Lessee
By:
Name:
Title:
Date:
SUNTRUST LEASING CORPORATION,
Lessor
By: ~
Name: Michael 1. wers
Title: Secretary
Date:
Address: 100 NW First Avenue
Delray Beach, FI33444-2698
Address: 29 W. Susquehanna A venue, Suite 400
Towson, MD 21204
Telephone: 561/243-7120
Facsimile: 561/243-7166
Telephone: 410/307-6644
Facsimile: 4101307-6702
This is counterpart No, 2 of 2 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. I only,
without the need to transfer possession of any other origmal or counterpart or copy
of this Lease Agreement or any origmal or counterpart or copy of any exhibits,
addenda, schedules, certificates, riders or other documents and instruments executed
and dehvered in connection with this Lease Agreement.
Sf I 4I2004:FL-Bq-nesc,DOCfrev.0 I O4stl
11
Lease No.: 02649
Equipment Schedule: 01
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:
TWO (2) IBM SERVERS
SEE A IT ACHED INVOICES
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)
financing statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title
application, if any, for any Equipment which is subject to certificate of title laws.
3. Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule
attached to the Equipment Schedule. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to
pay all Rental Payments required to be paid under the Lease during the current Fiscal Year of Lessee. Such moneys will be applied in
payment of all such Rental Payments due and payable during such current Fiscal Year. Lessee anticipates that sufficient funds shall be
available to make all Rental Payments due in subsequent Fiscal Years.
4. Lessee hereby authorizes and directs Lessor to fund the Acquisition çost 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 final acceptance of all of the Equipment identified in
the Equipment Schedule described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to the
Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligations
under the Lease. [CHECK BOX IF APPLICABLE.]
CITY OF DELRAY BEACH, FL
Lessee
By:
Name:
Title:
Date:
This is counterpart No.2 of 2 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.
S/I4f2004:FL-Bq-nesc:.DOCIrev,O I O4stl
12
Lease Number: 02649
Equipment Schedule: 01
P A YMRNT SCHF.DITT .If.
The Funding Date with respect to the above referenced Equipment Group shall be May 20, 2004. The Annual Interest Rate
applicable to the Equipment Group shall be 2.97%. 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 June 20, 2004 and subsequent payments are due monthly on like date
thereafter.
Payment Payment Payment Principal Interest Prepayment Principal
Number Date Amount Component Component Price* Balance
1 06/20/04 10,439.61 9,000.59 1,439.02 601,040.38 572,419.41
2 07/20/04 10,439.61 9,022.87 1,416.74 591,566.37 563,396.54
3 08/20/04 10,439.61 9,045.20 1,394.41 582,068.92 554,351.35
4 09/20/04 10,439.61 9,067.58 1,372.03 572,547.95 545,283.76
5 10/20/04 10,439.61 9,090.03 1 ,349.58 563,003.43 536,193.74
6 11/20/04 10,439.61 9,112.52 1,327.09 553,435.27 527,081.21
7 12/20/04 10,439.61 9,135.08 1,304.53 543,843.44 517,946.13
8 01/20/05 10,439.61 9,157.69 1,281.92 534,227.86 508,788.44
9 02/20/05 10,439.61 9,180.35 1,259.26 524,588.49 499,608.09
10 03/20/05 10,439.61 9,203.07 1,236.54 514,925.27 490,405.02
11 04/20/05 10,439.61 9,225.85 1,213.76 505,238.12 481,179.16
12 OS/20/05 10,439.61 9,248.69 1,190.92 495,527.00 471,930.48
13 06/20/05 10,439.61 9,271.58 1,168.03 485,791.85 462,658.90
14 07/20/05 10,439.61 9,294.52 1,145.09 476,032.60 453,364.38
15 08/20/05 10,439.61 9,317.53 1,122.08 466,249.19 444,046.85
16 09/20/05 10,439.61 9,340.59 1,099.02 456,441.57 434,706.26
17 10/20/05 10,439.61 9,363.71 1,075.90 446,609.68 425,342.55
18 11/20/05 10,439.61 9,386.88 1,052.73 436,753.45 415,955.67
19 12/20/05 10,439.61 9,410.12 1,029.49 426,872.83 406,545.55
20 01/20/06 10,439.61 9,433.41 1,006.20 416,967.76 397,112.15
21 02/20/06 10,439.61 9,456.75 982.86 407,038.16 387,655.39
22 03/20/06 10,439.61 9,480.16 959.45 397,084.00 378,175.24
23 04/20/06 10,439.61 9,503.62 935.99 387,105.19 368,671.61
24 OS/20/06 10,439.61 9,527.14 912.47 377,101.69 359,144.47
51 I 4f2004:FL-Bq-nesc.DOCfrev,O I O4stl
13
Lease Number: 02649
Equipment Schedule: 0 I
Payment Payment Payment Principal Interest Prepayment Principal
Number Date Amount Component Component Price* Balance
25 06/20/06 10,439.61 9,550.72 888.89 367,073.44 349,593.75
26 07/20/06 10,439.61 9,574.36 865.25 357,020.35 340,019.38
27 08/20/06 10,439.61 9,598.06 841.55 346,942.40 330,421.33
28 09/20/06 10,439.61 9,621.81 817.80 336,839.49 320,799.51
29 10/20/06 10,439.61 9,645.63 793.98 326,711.57 311,153.88
30 11/20/06 10,439.61 9,669.50 770.11 316,558.60 301,484.38
31 12/20/06 10,439.61 9,693.43 746.18 306,380.50 291,790.95
32 01/20/07 10,439.61 9,717.42 722.19 296,177.21 282,073.53
33 02/20/07 10,439.61 9,741.48 698.13 285,948.65 272,332.05
34 03/20/07 10,439.61 9,765.59 674.02 275,694.79 262,566.47
35 04/20/07 10,439.61 9,789.76 649.85 265,415.55 252,776.71
36 OS/20/07 10,439.61 9,813.98 625.63 255,110.87 242,962.73
37 06/20/07 10,439.61 9,838.27 601.34 244,780.67 233,124.45
38 07/20/07 10,439.61 9,862.62 576.99 234,424.92 223,261.83
39 08/20/07 10,439.61 9,887.03 552.58 224,043.53 213,374.79
40 09/20/07 10,439.61 9,911.51 528.10 213,636.45 203,463.29
41 10/20/07 10,439.61 9,936.04 503.57 203,203.61 193,527.25
42 11/20/07 10,439.61 9,960.63 478.98 192,744.95 183,566.62
43 12/20/07 10,439.61 9,985.28 454.33 182,260.41 173,581.34
44 01/20108 10,439.61 10,009.99 429.62 171,749.92 163,571.35
45 02/20108 10,439.61 10,034.77 404.84 161,213.41 153,536.58
46 03/20108 10,439.61 10,059.61 380.00 150,650.82 143,476.97
47 04/20/08 10,439.61 10,084.50 355.11 140,062.09 133,392.47
48 OS/20/08 10,439.61 10,109.46 330.15 129,447.16 123,283.01
49 06/20/08 10,439.61 10,134.48 305.13 118,805.95 113,148.52
50 07/20108 10,439.61 10,159.57 280.04 108,138.41 102,988.96
51 08/20/08 10,439.61 10,184.71 254.90 97,444.46 92,804.25
Sf I 4I2004:FL-Bq-nesc,DOCIrev,O 1 O4stl
14
Lease Number: 02649
Equipment Sèhedule: 01
Payment Payment Payment Principal Interest Prepayment Principal
Number Date Amount Component Component Price* Balance
52 09/20/08 10,439.61 10,209.92 229.69 86,724.05 82,594.33
53 10/20/08 10,439.61 10,235.19 204.42 75,977.10 72,359.14
54 11/20/08 10,439.61 10,260.52 179.09 65,203.55 62,098.62
55 12/20/08 10,439.61 10,285.92 153.69 54,403.35 51,812.71
56 01/20/09 10,439.61 10,311.37 128.24 43,576.40 41,501.33
57 02/20/09 10,439.61 10,336.89 102.72 32,722.66 31,164.44
58 03/20/09 10,439.61 10,362.48 77.13 21,842.06 20,801.96
59 04/20/09 10.,439.61 10,388.12 51.49 10,934.53 10,413.84
60 OS/20/09 10,439.61 10,413.84 25.77 0.00 0.00
Totals 626,376.60 581,420.00 44,956.60
· After payment of Rental Payment due on such date.
This is counterpart No.2 of 2 serial1y numbered, manual1y executed counterparts of
this document. To the extent that thIS Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest m 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.
Sf 14f2004:FL-Bq-nesc.DOCfrev,O I O4sll
15
EXffiBIT B-1
[Non-Escrow]
Lease Number: 02649
Equipment Schedule: 01
TAX A~RRRMF.NT AND ARRITRA~R CRRTIFICATR
This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by City of Delray Beach, FL (ItLessee")
in favor of SUNTRUST LEASING CORPORATION ("Lessor") in connection with that certain Master Lease Agreement dated as of
May 20, 2004 (the "Agreement"), by and between Lessor and Lessee. The terms capitalized herein but not defmed herein shall have the
meanings assigned to them in the Agreement.
Sel'tion 1
In C"wenerSllI.
1.1 This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the
fmancing 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 Five Hundred Eighty One Thousand Four Hundred Twenty Dollars and 00/100 ($581,420.00) (the "Principal
Amount") toward the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as set forth in
the Financing Documents.
1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing
and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing
Documents, a copy of which has been delivered to Lessor.
1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping
and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment
Schedule. The Principal Amount will be disbursed by Lessor on or promptly after the date of issuance of the Financing Documents to
acquire the Equipment.
1.4. Lessee will timely file for each payment schedule issued under the Lease a Form 8038-G (or, if the invoice price of the Equipment
under such schedule is less than $100,000, a Form 8038-GC) relating to such Lease with the Internal Revenue Service in accordance with
Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code").
Sp.l'tion 2 Non-A rhitragf! Certifil'SIItion~.
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
fmancing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially
the same claim to be paid out of substantially the same source of funds as, the Financing Documents.
2.3. Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended
to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment.
2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the
yield realized by Lessor from Rental Payments received under the Financing Documents.
2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were
entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the
Equipment.
2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than
the final Payment Date under the Financing Documents.
Sel'tion ~ Dishursement of Fund~r Reimhursement to I ,e~~ee
3.1 It is contemplated that the entire Principal Amount will be used to pay the acquisition cost of Equipment to the vendors or
manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for
acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied.
3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the
following conditions have been satisfied:
(a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150-2 (the
"Declaration of Official Intent"), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a
16
SfI4l2004:FL-Bq-nesc,DOCfrev.0 100stl
portion of the cost of the Equip'ment, 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 use any reimbursement payment for general operating expenses and not in a manner which could be construed as an
artifice or device under Treasury Regulation § 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate
requirements.
Set'tion 4 IT~e and Investment of Fnnd~r Temporar:y 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 eqqal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by
the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire
investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of
four (4) years or more.
4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount to the Internal
Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual determinations and maintain the
records required by and otherwise comply with the regulations applicable thereto.
(b) Lessee reasonably expects to cause the Equipment to be acquired and placed in service within one (1) month of the date of
issuance of the Financing Documents. If the entire Principal Amount has not been expended on the Equipment by the date that is the six-
month anniversary of the issuance of the Financing Documents, Lessee will provide evidence to Lessor that the rebate amount has been
calculated and paid to the Internal Revenue Service in accordance with Section 148(f) of the Code.
(c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond"
under Section 141 of the Code; (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of
Lessee; and (iv) the aggregate principal amount of all tax-exempt obligations (including the Lease) issued by Lessee and its subordinate
entities, if any, during the current calendar year is not reasonably expected to exceed $5,000,000. Accordingly, the rebate requirements of
Section 148( f) of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above.
Section ~ No Private ITsej No Con~nmer T .oan.
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 defmed 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 fmance any loans to non-
governmental entities or to any governmental agencies other than Lessee.
Section 6 No Federal (;narantee,
6.1. Paymcnt of the principal or interest due Wlder 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.
SII4f2004:FL-Bq-nesc:.DOCIrcv.O 1 O4stl
17
Se~tion 7 Mi~~enaneom:.
7.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in fonn and substance
satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as
Lessee's agent for such purpose.
7.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings
thereon for a period of five years after payment in full under the Financing Documents.
7.3. To the best 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 May 20,
2004.
~is is counterpart No, 2 of 2 serially numbered, manually executed counterparts of
thIS documen,t. To the extent. that this Lease Agreement constitutes chattel paper
under the Umform Commerclal Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. I only,
wlth~ut the need to transfer posse~si~n of any other original or counterpart or copy
of this Lease Agreement, or any o~gmal or counterpart or copy of any exhibits,
addend~, sche~ules, certIficates, nders or other documents and instruments executed
and delIvered m connection with this Lease Agreement.
Sf' 4f2004:FL-Bq-nesc.DOCIrev .0'04stl
18
,..
t-
RESOLUTION NO. 37-04
RESOLUTION AUTHORIZING THE
EXECUTION AND DELIVERY OF A MASTER
LEASE AGREEMENT, EQUIPMENT
SCHEDULE NO. 01 AND RELATED
INSTRUMENTS, AND DETERMINING OTHER
MATTERS IN CONNECTION THEREWITH.
WHEREAS, at a duly called meeting of the governing body of Lessee held in accordance with all
applicable legal requirements, including open meeting laws; and
WHEREAS, the governing body of City of Dekay Beach, FL ("Lessee") desires to obtain certain
equipment (the "Equipment") described in Equipment Schedule No. 01 to the Master Lease
Agreement (collectively, the "Lease") with SUNTRUST LEASING CORPORATION, the fonn of
which has been available for review by the governing body of Lessee prior to this meeting; and
WHEREAS, the Equipment is essential for the Lessee to perform its governmental functions; and
WHEREAS, the funds made available under the Lease will be applied to the acquisition of the
Equipment in accordance with such Lease; and
WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal
bidding requirements, to arrange for the acquisition of the Equipment; and
WHEREAS, Lessee proposes to enter into the Lease with SUNTRUST LEASING
CORPORATION substantially in the form presented to this meeting.
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF LESSEE AS
FOLLOWS:
Section 1. It is hereby found and detennined that the terms of the Lease in the form presented to this
meeting and incorporated in this resolution are in the best interests of Lessee for the acquisition of the
Equipment.
Section 2. The Lease and the acquisition and financing of the Equipment under the terms and
conditions as described in the Lease are hereby approved. The Mayor of Lessee and any other officer
........
of Lessee who shall have power to execute contracts on behalf of Lessee be, and each of them hereby
is, authorized to execute, acknowledge and deliver the Lease with any changes, insertions and
omissions therein as may be approved by the officers who execute the Lease, such approval to be
conclusively evidenced by such execution and delivery of the Lease. The Mayor of the Lessee and any
other officer of Lessee who shall have power to do so be, and each of them hereby is, authorized to
affix the official seal of Lessee to the Lease and attest the same.
Section 3. The proper officers of Lessee be, and each of them hereby is, authorized and directed to
execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other
documents and to do or cause to be done any and all other acts and things necessary or proper for
carrying out this resolution and the Lease.
Section 4. Pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the
"Code"), Lessee hereby specifically designates the Lease as a "qualified tax-exempt obligation" for
purposes of Section 265(b)(3) of the Code.
The undersigned further certifies that the above 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: May 18, 2004
CITY OF DELRAY BEACH, FL
Lessee
By: 8~ l «-
Name:
Title:
TeffPerlman
Mayor
Attested Byk~.;f¡-
Name:
Title:
Barbara Garito
City Clerk
[IT' OF DELIA' BEA[H
CITY ATTORNEY'S OFFICE
DELRA Y BEACH
~
All-Amerlca City
~II~
200 NW 1 st AVENUE · DELRAY BEACH, FLORIDA 33444
TELEPHONE 561/243-7090 · FACSIMILE 561/278-4755
May 20, 2004
Sun Trust Leasing Corporation
29 W. Susquehanna Avenue, Suite 400
Towson, Maryland 21204
Re: Master Lease Agreement dated as of May 20,2004 (the "Agreement")
by and between SUNTRUST LEASING CORPORATION ("Lessor")
and the CITY OF DELRAY BEACH ("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. 01 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, 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.
Sun Trust Leasing Corporation
May 20, 2004
Page 2
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 may be incurred by Lessee.
6. There is no litigation, action, suit or proceeding pending or before any
court, administrative agency, arbitrator or governmental body that challenges the
organization or existence of Lessee, the authority of Lessee or its officers or its
employees to enter into the 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.
7. 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. 37-04 of the governing body of Lessee was duly and
validly adopted by such governing body on May 18, 2004 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.
Susan A. Ruby, Esq.
City Attorney
ExmBIT D
Lease No.: 02649
Equipment Schedule: 0 I
TNCITMßRNCV C':RRTTF1CA TR
I do hereby certiIY that I am the duly elected or appointed and ""¡¡"~i~ Clerk of the CITY OF DELRA Y BEACH, FL, a
political subdivision duly organized and existing under the laws of the State of Florida, that I have custody of the records of such entity, and
that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth
opposite their respective names.
I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii)
such officers have the authority on behalf of such entity to enter into that certain Master Lease Agreement dated as of May 20, 2004
between such entity and SUNTRUST LEASING CORPORATION.
NAME
TIILE
T~ffP~rlman
JON
~ T ~vinson
Mayor
Commissioner
R oh~rt P rostin
rommissioner
Patricia T anele.y A rener
rommissioner
A Ih~rta P~rry Merartny
Vice Mayor
IN WITNESS WHEREOF, I have duly executed this certificate as of this /8 day Of~~
By~L$
Name: Barbara Garito
Title: City Clerk
This is counterpart No, 2 of 2 senal1y numbered, manual1y executed counterparts of
this document. To the extent that this Lease Agreement constitutes chattel paper
under the Umform 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 an)' 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,
SfI4f2004:FL-Bq-nesc DOCfrev 0104511
21
EXIDBITG-l
Lease No.: 02649
Equipment Schedule: 01
DATE:
TO:
tl~
Insurance Agent Name & Address
Phone Number and Fax Number
Gentlemen:
City of Delray Beach, FL has entered into a Master Lease Agreement dated as of May 20, 2004 with SUNTRUST LEASING
CORPORATION. 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 LEASING CORPORATION andlor its assigns as Loss Payee.
The Coverage Required is $581,420.00.
b. Public Liability Insurance evidenced by a Certificate of Insurance naming SUNTRUST LEASING CORPORATION
and/or its assigns as Additional Insured..
\
The following minimum coverage is required:
Liability:
Liability - Bodily Injury:
Liability - Property Damage:
$ 500,000.00 per person
$1,000,000.00 aggregate
$1,000,000.00 property damage liability
PROPERTY:
LOCATION:
2 IBM SERVERS
100 NW FIRST AVENUE
DELRA Y BEACH, FL 33444-2698
Upon issuance of the coverage outlined above, please mail a certificate of insurance to SUNTRUST LEASING
CORPORATION 29 West Susquehanna Ave. Suite 400, Towson ,MD 21204.
Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated.
Very truly yours,
This is counterpart No, 2 of 2 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 mterest 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 origmal 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.
Sfl4f2004 FL-Bq-nesc DOCfrev OI04stl
23
IiISTATE
ÑÃTlONAL
-..a~
STATE NATIONAL INSURANCE CO.
CERTIFICATE OF INSURANCE
DATE ISSUED: 4/9/04
PRODUCER This certificate is issued as a matter of information only and confers no rights upon
Arthur J. Gallagher & Co the certificate holder. This certificate DOES NOT amend, extend or alter the coverage
2255 Glades Road afforded by the policies below.
Suite 400 E.
Boca Raton, FL 33431 COMPANIES AFFORDING COVERAGE
COMPANY (A) STATE NATIONAL tNSURANCE COMPANY
INSURED COMPANY (6)
City of Delray Beach
100 Northwest 1st Ave. COMPANY (C)
Delray Beach. FL 33444
COMPANY (0)
_. : .. ... ..'. :::~':'. :;~. 0-: r ~.~.. ¡ - ":1.;" ~:' ;.:~:!~.i.~::: ~f:":r.:.· '~",,:. .~:.. .~-:f.""... :"., ~.i;', ::.'~:; ...,...:? .::1 :'r. ::./'1 . ,0 - ¡,.:' i ,0,. "'~.." I.. . ~ . ;':,:~';:I: .....:~~.+. 'Ï:\ . t~.\.: ,II"': :':'; ...~::'.~::~ .I·I..~IJ~ ":r:;..!;'.'I.'·": .~';' ~" . eo . ;I"t:"~';' .:.I~. .¿rf,.;:.I. :t~
COVERAGES
This Is to certify that the po1icies of Insurance listed bElow have been issued to the Insured named above fer the poticy period Indicated,
notwithstanding any requirement, tenn or condition of any contract or other document with Ælspect to which this certificate may be Issued or may
pertain, the In~rance afforded by the poJldes described herein is subject to ail the terms, exclusions and condlUons of such policies. LImits shown
may have been reduced by paid claims.
.' !',"'!:.~:' "': I :;: ...t.. ';:, ~ :(., .:.:& ":.;' ~~:~1";~"':'·1~: ~...~ .:.:..- '.~.~~~~t!:~:; ;. :~~ ';'..¡.~..;"::'~~ ~:.~:::... ~ ' .....~. I ~ . I.'. ~", .) ';. :"..';''' :..: ,-':"': ~::. r.::,i >''; -:"::. .... ,f.:"l "~ .(1..(~~:: Â:"::: ~~ ....;.~-:: :;ii~ ~ .... .....~·I·. "::'o' ;.' .. ;'f .:':-:.. I. !;.. t'.' ~: :..1.. ,'. ...:... .
co TYPS¡ OF INSURANCe POL~y NUM"f'" POt..ICY IiFF1&CTLVe POLICY ~P~TK)N UMITS
LTR OATE DATe fMMlD1YM
GfNEAAL LIABILITY
A aD C:OUMERCIAL OEl'fEAAL LIABiliTY see eaow SEE BELOW see at;l.O\N GeNE""''' ..GGR_GA Ti ~tee..aE1Jh1
C CWMS Ml\D& CiII OCC:UA. PROCUCTS-COMPIOP Þ.GG
C OWNER"S & CONTRACTOR'S 'ROT EACH OCCURRENCE
FIR; DMf"-G1 (any one nl'l)
MeD. EXPENSE (:My one petIOft)
AUTOMOBILE LIABILITY
^ C ~y AUTO NoI ANllcltJle I"cl .AOPllubIo "'CII ^"t'JClÞle COM81/11~D SINGLE UMfT tiL-
e All OWNED AUTOS 80DILY INJURY _......
D SCHEOUl&O Al1TOS 80CILV INJURY 6--)
e H'R&D AUTOS flROfleRTV DAMAGE
C NON-OWNI!D ~OS
C G^AAGi LlABIlITV
exC!SS lIABfUTY
A CI U....Ra-loA ~ORM EA04 OC:C:URRENc:& $1.000,000.
aa OTH&R THI\N UMBREL~ FORM MD8 02191 !4 1011103 10101¡Q" AGGReGATE 12,000.000.
WORJœRS' COMPiN!AT1ON STATUTORY LIUfTS SQluIOIy
AND
I!M'lOY1:RS' LIABILITY EAC'" ACCIDENT
DIS6ASE·POllCa LI","
DI!~SE.aCH EMPLOYEE
XXXX - POLICY SUBJECT TO A $501. .000 per occummCfl S.I.R.
-. .-..-...........-....-..-...........--.-.........................,.........---...'......._NI.'_.-,.....II..M..................,It.........._.".-..........~...,,_...__.,"..."........_.................'_.....,"............._....,........................___..........................._......_..
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAl ITEMS - All operations usual lo a normal City Government
induding Sunlrust Bank, Central Florida N;tlonal Associalion as respects lease of fINO (2) IBM SQries Servers and softwö1m to b øgln 5120/04. (see
attachment}, An other terms and conditions pf poIlçy remain unchanged.
...........,....,....................-"...,...-.......-..............-..-----......-..--.....--..-....-..-.-....--.........-....-.--.....-....-..........--.-.-.---.....---..-....--..-..,....-.-.........-......--........-..-......-.-...
CERTIFICATE HOLDER
Should any of the above described policies be cancelled before the expira60n
date thereof, the Issuing comøany will endeavor to mall !Q days written notice to
Suntrust Leasing Corp. the œrllftcate holder named to the left, but lall\lre to mall such notice shall Impose
29 W. Susquehanna Ave. no obKgallon or "ability of any kind upon the company. Its agents or
Suite 400 representatives.
Towson. MO 21204 A._d sögn81ure; _ ¿,
~ ~Á~e
./ Ssndra M. Dcnagh¥~
MeadowbrOQk Insurance Group
Cllent#: 50
DELBEACI
ACOR~ CERTIFICATE OF LIABILITY INSURANCE
I DATE (MM/DDIYYYY)
05/13/04
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PRODUCER
Arthur J. Gallagher & Co.
8200 N.W. 41st Street
Suite 200
Miami, FL 33166
City of Delray Beach
100 NW 1st Avenue
Delray Beach, FL 33444
INSURERS AFFORDING COVERAGE
INSURER A: United National Insurance (n)
INSURER B:
INSURER C:
INSURER D:
INSURER E:
NAIC #
INSURED
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
l'r1R" ~~~~ TYPE OF INSURANCE POLICY NUMBER PJ>A~~1J~8»~)E Pß¡lfJ (~"tg'~~N LIMITS
GENERAL LIABILITY EACH OCCURRENCE $
r-- ~~~~~JO RENTED
COMMERCIAL GENERAL LIABILITY $
I CLAIMS MADE D OCCUR MED EXP (Anyone person) $
f-- PERSONAL & ADV INJURY $
r-- GENERAL AGGREGATE $
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS· COMP/OP AGG $
n POLICY n ~~& nLOC
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
r-- $
ANY AUTO (Ea accident)
I--
I-- ALL OWNED AUTOS BODILY INJURY
$
SCHEDULED AUTOS (Per person)
I--
- HIRED AUTOS BODILY INJURY
(Per accident) $
- NON-OWNED AUTOS
- PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $
~ ANV AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
EXCESSlUMBRELLA LIABILITY EACH OCCURRENCE $
:J OCCUR D CLAIMS MADE AGGREGATE $
$
~ DeDUC11BlE $
RETENTION $ $
WORKERS COMPENSATION AND I WC STATU', I IOJ~'
EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $
ANY PROPRIETORlPARTNERÆXECUTIVE
OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $
~~~~I~~~OOS below E.L. DISEASE· POLICY LIMIT $
A OTHER PROPERTY CPA1000135 10/01/03 10/01/04 1,000,000 PER
OCCURANCE
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
This Certificate Issued per five year lease of two IBM Series Servers and
software valued at $581,420.00 to begin 5/20/04.
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION
Suntrust Leasing Corp DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL .....3Q.... DAYS WRITTEN
29 W. Susquehanna Ave. NOTICE TO THE CERTIRCATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Suite 400 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Towson, MD 21204 REPRESENTATIVES.
4UTHORlZED REPRESENTATIVE
¡t4~
ACORD 25 (2001/08) 1 of 2
#S669831M66980
MXG
@ ACORD CORPORATION 1988
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25-8 (2001/08) 2 of 2
#S669831M66980
EXHIBIT G-2
Lease Number: 02649
Equipment Schedule: 01
QUESTIONNAIRE FOR SELF-INSURANCE TO
MASTER LEASE AGREEMENT
In connection with the Master Lease Agreement (the "Agreement"), dated as of May 20, 2004, made and entered into by and between
SUNTRUST LEASING CORPORATION, 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 defmed herein shall have the meanings
assigned to them in the Agreement.
I. Property Insurance.
a. Lessee is self-insured fo~e or destruction to the Equipment.
YES NO (circle one)
If yes, the dollar amount or property damage to the Equipment under the Lessee's self-insurance program is $ 75, O~O / ace ·
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 indi~ove.
~ NO (circle one)
If yes, the umbrella POli~C . es coverage for all risk property damage.
YES NO (circle one)
If yes, the dollar limit for roperty damage to the Equipment under such umbrella policy is $ as required by lease.
2 T inhilifJI TnJmrnnr.p..
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 operatio~ Equipment.
YES NO (circle one)
If yes, the dollar limit for sue ' liability claims under the Lessee's self-insurance program is $ 500, OQO / ace ·
b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for liability
including injury or death O~ or damage to property as indicated above.
YES NO (circle one)
If yes, the umbrella policy p ovides coverage for liabilities for injury and death to persons as well as damage or loss of
property 'arising out of or ~l' 0 the condition or operation of the Equipment.
YES NO (circle one)
If yes, the dollar ount of the umbrella policy's limits for such liability coverage is $] M
':\A ,C;:p./fTnr;:urnnr.p. FW1D
a. Lessee maintains a self:~' fund.
YES NO (circle one)
If yes, please complete the 0 owing:
Monies in the self-insurance fund ~ect to annual appropriation.
YES NO (circle one)
The total amount maintained in the se f-insurance fund to cover Lessee's self-insurance liabilities is $ 1, 754 MM
b. Amounts paid from the Lessee's self-~d are subject to limitations for each claim.
YES NO ( circle one)
If yes, the dollar amount oflimit per claim is -. -. 7._- .
S/14I2OO4:FL-Bq-DClC.l)()Clrev.OI04at1
24
1R Nn Sp.lf Tn~uran.r.p. Fund,
a. If Lessee does not maintain a self-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 A1JthnrifJJ,
a. The following entity or officer has authority to authorize payment for claim: Finance Direc tor
b. In the event the entity or officer named in the prior respotÌse 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? City Manager
s rP.rl:.ifir.atp..J: qfTn~uranr.p..
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.
Telephone: 561/243-7120
Facsimile: 561/243-7166
Attachment
This is counterpart No, 2 of 2 serially numbered, manual1y 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 origmal 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.
SlI4I2004:FL-Bq-llelC.DOCIrev.Ol041t1
25
SUNTRUST LEASING CORPORATION
ADDENDUM TO EQUIPMENT SCHEDULE NO. 01
TO MASTER LEASE AGREEMENT (LEASE NO. 02649)
RELATING TO SELF-INSURANCE
THIS ADDENDUM is made as of May 20,2004, between SUNTRUST LEASING CORPORATION (the "Lessor") and City of
Delray Beach, FL (the "Lessee").
Recitals
A. Lessor and Lessee have entered into a Master Lease Agreement dated as of May 20, 2004 (the "Agreement").
B. Lessee desires to lease equipment described in Equipment Schedule No. 01 to the Agreement (the "Equipment") and Lessee has
requested that Lessor lease such Equipment to Lessee.
C. With respect to Equipment Schedule No. 01, 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 defmed herein shall have the meanings assigned to them in the Agreement.
2. Lessee hereby represents and warrants that all representations and warranties contained in the Agreement are true and correct as
of the date hereof and that neither a Non-Appropriation nor any Event of Default or event which, with the passage of time or giving of
notice or both, would constitute an Event of Default has occurred under the Agreement.
3. All other terms and conditions of the Agreement not specifically amended by this Addendum shall remain in full force and
affect and are hereby ratified and confIrmed by Lessee.
4. Lessee represents and warrants that all representations and warranties contained in the Questionnaire for Self- Insurance to
Master Lease Agreement (the "Questionnaire") are true and correct as of the date hereof.
5. Lessor acknowledges receipt of the Questionnaire and, in reliance upon the information provided therein, agrees that Lessee
may satisfy the requirements of Sections 7.1 through 7.3 of the Agreement with respect to Equipment Schedule No. 01 through self-
msurance.
6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 01 to accept self-insurance in
lieu of the insurance required by Section 7.1 through 7.3 of the Agreement at any time during the related Lease Term when Lessor deems
itself insecure with respect to such self-insurance. Within thirty (30) days of receipt of notice from Lessor, Lessee agrees to obtain
insurance in compliance with Section 7.1, 7.2 and 7.3 of the Agreement and provide evidence thereof to Lessor.
IN WITNESS WHEREOF, the parties by their duly authorized officers have executed this Addendum as of the date and year fIrst above
written.
CITY OF DELRA Y BEACH, FL
Lessee
SUNTRUST LEASING CORPORATION,
Lessor
By:
Name:
Title:
Date:
By:
Name: Michael 1.
Title: Secretary
Date:
5/14f2004.FL-Bq-nesc,DQC/rev OI04sl1
26
ThIS is counterpart No.2 of 2 serially numbered, manually executed counterparts of
this document. To the extent that this Lease Agreement constItutes chattel paper
under the Uniform Commercial Code, a secunty mterest m thIS Lease Agreement
may be created through the transfer and possesslOn of Counterpart No, 1 only,
WIthout the need to transfer possesslOn 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, nders or other documents and instruments executed
and delivered in connectIOn with thIS Lease Agreement.
Form 8038-G
Information Return for Tax-Exempt Governmental Obligations
~ Under Internal Revenue Code section 149(e)
~ See separate Instructions.
Caution: If the issue price is under $100,000, use Form B03B-GC.
Authorit If Amended Return, check here ~ 0
2 Issuer's employer identification number
59 ¡ 6000308
Room/suite 4 Report number
3 04-01
(Rev. November 2000)
Department of the Treasury
Internal Revenue Service
OMS No 1545-0720
3
Issuer's name
City of Delray Beach, FL
Number and street (or P,O. box if mail is not delivered to street address)
100 NW First Avenue
City, town, or post office, state, and ZIP code
Delray Beach, FL 33444-2698
Name of issue
Master Lease Agreement No. 02649 Schedule No. 01
Name and title of officer or legal representative whom the IRS may call for more information
6 Date of issue
OS/20/04
8 CUSIP number
N/A
5
7
9
10 Telephone number of officer or legal representative
( )
licable box(es) and enter the issue rice) See instructions and attach schedule
11
12
13
14
15
16
17
18
11
12
13
14
15
16
17
18
19
20
T e of Issue (check a
o Education
o Health and hospital
o Transportation . .
o Public safety. . .
o Environment (including sewage bonds)
o Housing . . .
o Utilities . . . . . . . . . . . . .
~ Other. Describe ~ COMPUTER EQUIPMENT
If obligations are TANs or RANs, check box ~ 0 If obligations are BANs, check box ~ 0
If obli ations are in the form of a lease or installment sale, check box . . .. ~ III
Descri tion of Obli ations. Com lete for the entire issue for which this form is bein
581,420.00
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
(b) Issue price
(e) Yield
ears
2.97 %
22
23
24
25
26
27
28
29
30
OS/20/2009 $ 581,420.00 $ 581,420.00 5
Uses of Proceeds of Bond Issue (includin underwriters' discount)
Proceeds used for accrued interest . . . .. .....
Issue price of entire issue (enter amount from line 21, column (b)). .
Proceeds used for bond issuance costs (including underwriters' discount)
Proceeds used for credit enhancement. . . . . . . . . .
Proceeds allocated to reasonably required reserve or replacement fund
Proceeds used to currently refund prior issues
Proceeds used to advance refund prior issues
Total (add lines 24 through 28). . .
Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here) . . .
Descri tion of Refunded Bonds (Com lete this art ani for refundin bonds.)
Enter the remaining weighted average maturity of the bonds to be currently refunded . ~
Enter the remaining weighted average maturity of the bonds to be advance refunded . ~
Enter the last date on which the refunded bonds will be called. . . . . . .. . ~
Enter the date(s) the refunded bonds were issued ~
Miscellaneous
Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5)
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
Enter the final maturity date of the guaranteed investment contract ~
Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37 a
If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~ 0 and enter the name of the
issuer ~ and the date of the issue ~
If the issuer has designated the issue under section 265(b)(3)(B)(i)(llI) (small issuer exception), check box ~ 0
If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . ~ 0
If the issuer has identified a hed e, check box . . . . . . . . . . . . . . . . . . . . ~ 0
Under penalties of perjury, I dec re that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and bel,ef, they are true, "UomPlete,
~ r's authorized r resentatlve
/
/
581,420.00
581,420.00
24
25
26
27
28
31
32
33
34
years
years
35
36a
b
37
b
38
39
40
Sign
Here
Date
~ Jeff Perlman, Mayor
, Type or print name and title
Cat. No. 637735 Form 8038-G (Rev. 11-2000)
For Paperwor
o Act Notice, see page 2 of the Instructions.
@
RESOLUTION NO. 38-04
RESOLUTION AUTHORIZING THE REIMBURSEMENT
OF ORIGINAL EXPENDITURES WITH PROCEEDS OF
FINANCING.
WHEREAS, a duly called meeting was called of the governing body of Lessee held in
accordance with all applicable legal requirements, including open meeting laws, on the _18TH_ day
of _May 18, 2004_:
WHEREAS, the governing body of the CI1Y OF DELRAY BEACH ("Lessee") has
approved the tenns and conditions of a Master Lease Agreement (the "Lease") with SunTrust Leasing
Corporation ("Lessor") pursuant to which Lessor will finance Lessee's acquisition of certain
equipment (the "Equipment") described in Equipment Schedule No. 01 to the Master Lease; and
WHEREAS, Lessee intends to apply certain proceeds of the Lease to the reimbursement of
expenditures previously made by Lessee from the General Construction Fund (the "Expenditures") in
connection with the acquisition of the Equipment.
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF
LESSEE AS FOLLOWS:
Section 1. It is hereby detennined and approved that (i) the proceeds of the Lease shall be
used for two IBM iSeries Servers and Software (ii) the maximum principal amount of the obligations
expected to be incurred in connection with such project is $581,420 and (iii) certain proceeds of the
Lease be paid to the Lessee as reimbursement for the Expenditures.
Section 2. The proper officers of Lessee be, and each of them hereby is, authorized and
directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and
other documents and to do or cause to be done any and all other acts and things necessary or proper
for carrying out this resolution.
The undersigned further certifies that the above resolution has not been repealed or amended
and remains in full force and effect.
Date: May 18, 2004
CITY OF DELRAY BEACH
Lessee
By: 8~l ~
Name:
Tide:
Jeff Perhnan
Mayor
Attested By: ~~
Name:
Tide:
Barbara Garito
City Clerk
2
RESOLUTION NO. 38-04