Res 36-09To: Becky O'Connor, Treasurer
CC: File
From: Kimberly Wynn, Executive Assistant/Agenda Coordinator
Date: 8/20/2009
Re: Lease Purchase Agreement/SunTrust Leasing Corporation
Attached please find one (1) fully executed original Lease Purchase Agreement
with SunTrust Leasing Corporation to finance the purchase 82 Club Car golf carts
and equipment and other costs relative to the Parking Meter Project for a four year
term. This item was approved at the August 18, 2009 Regular Commission
Meeting; Item 9.E.
An executed original has been maintained in the City Clerk's Office. Please call me
at 243-7059 if you have any questions.
Thanks
KW/kw
Attachments
CITY DEPA'RITIVIErN
Page I of 2
MEMORANDUM
TO: Mayor and City Commissioners
FROM: Rebecca S. O'Connor, Treasurer
THROUGH: David T. Harden, City Manager
DATE: August 7, 2009
SUBJECT: AGENDA ITEM 9.E -REGU�LAR C�QNM�SSION �MEETING OF AUGUST 18.2009
ADDENDUM TO THE LEASE PURCHASE AGREEMENT/SUNTRUST LEASING
CORPORATION
ITEM BEFORE COMMISSION
Authorize a lease purchase agreement amendment in the principal amount of $392,020.01 which
includes Resolution No. 36-09 authorizing the execution and delivery of a master agreement, schedule
#2 and related instruments, and determining other matters in connection therewith.
10MIX0
On August 4, the City Finance Department received bids for the above referenced financing ("Lease
Agreement"). The Lease Agreement will provide funding for the cost of the acquisition of 82 DS Club
Car golf carts totaling $131,420.01 as well as expenses relative to the Parking Meter Project (15 LUKE
Multi-space Parking Pay Stations, 250 POM electronic single space meters, cabling, and miscellaneous
required equipment) totaling $260,600.
We asked that the banks make their bids based on a bank qualified rate for 3, 4 and 5 year fixed rate
terms.
Bid Responses
The City received responses from BB&T Bank, Gulfstrewn Business Bank, SunTrust Leasing
Corporation, and TD Bank. Please see the table below:
Bank
Rate
Payment
Interest Cost
Misc,
Total Cost of
Upfront or in
Cost
Borrowing
Arrears
BB&T Bank
http://Www.mydelraybeach.comlAgendasIBluesheet.aspx?ltemlD=2466&MeetinglD=215 8125/2009
Page 2 of 2
yr-
3.25%
Upfront
$18,838
$
$18,838
yr -
3.28%
$25,670
$25,670
5 yr -
3.48%
$34,423
$34,423
Gulf Stream Bank
yr -
4.09%
Upfront
$23,791
$3,652
$27,443
yr -
4.12%
$32,402
$36,05
$41,355
5 yr -
4.16%
$45,007
SunTrust
Arrears
yr -
2.6901
$16,469
$20
$16,66
yr -
2.7601
$22,488
$22,688
5 yr -
2.94%
$29,998
$30,198
D Bank
yr-
2.7290%
Arrears
$16,711
$0
$16,711
yr -
2.9657%
$24,194
$24,194
5 yr -
3.1165010
$31,842
$31,842
RECOMMENDATION
We recommend approving a lease purchase in the amount of $392,020.01 with SunTrust Leasing
Corporation, the lowest bidder, to finance the purchase of 82 Club Car golf carts ($131,020.01) as well
as equipment and other miscellaneous costs relative to the Parking Meter Project ($260,600) at a rate of
2.76% for a four year term. The lease of these two items will be incorporated as an addendum to an
existing Master Lease agreement with SunTrust Leasing Corporation. The addendum includes
Resolution No. 36 -09 authorizing the execution and delivery of a master agreement, schedule #2 and
related instruments, and determining other matters in connection therewith.
http: //l ww. mydelraybeach .comlAgendasIBluesheet .aspx ?ItemID = 2466 &MeetingID =215 812512009
CITY OF DELRAY REACH
INDEX TO LEGAL DOCUMENTS
BANK-QUALIFIED NON-ESCROW
Master Lease Agreement No. 02649 dated May 20, 2004 — ON FILE;
Exhibit A - Equipment Schedule No. 02;
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 -1 Confirmation of Outside Insurance;
Exhibit G-2 Questionnaire for Self-Insurance to Lease and Addendum;
UCC Financing Statements with attached Schedule A — NOT FILED IN FLORIDA;
Form 8038-G.
811=M:BQ-1,MSC,DM ,51001c1r
UNTRUST g i•gwd cb*k�bRAUON
MASTER LEASE Ai6AFkME1VT
• ' ::LEASE t'tUMBE12 02G�4 •. `:::: :
fr6m "rforiniii its obli ations uiiifer this ' etrrciif "wit}i tes ct to oily r rirerit,.anid..frorn�usin -an mori' s.to av an Rental
l 8 ?_. pe p g. Y eY p Y
:. l'ayrnents'dtie tinder this Agreement'f`or a designated Fiscal Ycar and allsirbsegtient Fiscal Years :;::
"i'aytiketit Date "riieans each date iiperrr vvtiich a i2entai Paytrietit is duo grid payable us pttirvided in a= Payment Schedule.: _
.Payir�etit S_ c1ie�i t " rri'eans the' schedule bf lterital 'ayta�e�tts at#aeiied tb ari ? quipment'SMet ule:
"Principal ".means the Portion .of ally Reixtal Fayinerit desigitafed as attd cirrxiptising principal as provided in a Payment Schedule
"l�rejiayrrierit Price" snearis ills ariiodnf sti desigriateil'and set forth :opposite ¢ Payrrient late in a' Payment eheilule "-in caring the anibuilt
for which-Lessee may lrurchasi;'.thc related :�giiipnteiit Group as of such Fa }�neot. bate aftei'rriakici9:the Rental Ta }rmenf due on such . ": :• _: "; .
"Rerital.Payriient" trieans each' payritesnt.iiiie frcriii Lessee" to Lessor on a lsayiiient bate: :.: ;
"Specifittions" ineans'tliebiti specica "tiotw'Andlor :purchase iiider'pursuantto riliieii Lessee has'ordered airy "Egriiptirent frirttia Vendor:
"Stater'tearis
estate or coirini6riwu alth in *Niel i essee is situated..
!' Vendor" means each 'of "thb stisiiufactirters or vendo'r's from .whiebi - i..es'sce : has oid6red 'or with' which T.essec has confr ict6d "for :the' :.
rrtai�ufactiire, delivery and/or itistallatidii bffl 5Equipment
Reefinn.t.2: :�xhithtta. ': . .
ErthihiLA:. .. , . , Fquiptricrit Sctieduta•ricluding faith of JLcccp "tones Certificate olio form -of Payment Schtzlule.
:
Exhibit R 1 " ` Forth ofTait Agreetrix and Arbikra e Certificate (Non�Escmw }• ' : ::.:
F.xhisli t -'t :'.: : Form of Resolution f the �overt,ingBod� of Lessee'telatin9 to each T e (Non -I
:.
Exhibitil:: Fbrm of Incuinbcricy Cedifictfte as to each ofi'icer or relit'esentafivc of Lessee executing this Agreerncnt or any ..'se._:-,
1JxhtbiLE.' .; :: Form of f3pinion of lrideperideiirCourisel to Lessee :
Ishiltit ::' Omitted Snteistionally: .:.`.
:
ExhibA C�-l: ; Forth of Confirmatiori 4i3titside Insurance...:
': ' : Ea(hihiL�i2: Forrtx of.Qiiestiorirraire for Self.- fnslirance atld A ddenClxtm fa Ecjiiipinerir Sc#za3ule Relating td 'Se f lrisr3raitcc ::
ART1Ci,E:j1:. :'' LEASE f?1i EQUIPMENT .: :.'•:::.. `` ' '
Sect; »i! 2.1 _ giiiclfinri'rif 1? ntil ns' itit;: for to i se'additiim of arty Ecjiiip cnf" Group; Lessee shall provide L r with a deseripfion of
the equiprrem proposed to be-subject f4 a'Lease h6iedader; itictuditig the cost and vetidtiro£siich equipnaerif, the expecfed iielivery elate and
the desired lease terms for -sucb - tq'itip'rocnt; -arid retch other infornihtioti :is the Ussor`tnay require. ,. If Lessor, -ih its.sole - discretion; '• : ::;':::'
detcimincs thc'prol*scd equipiricrit may be- stilijtxt txi a- Lease hercuhder; :Lessor shall furnish to Lessee "u proposed Ecjtiiprtient ':Schedule - :.::' : ':':'
relating to the P- quipment Group f6r ere udori liy Lessee acrd tlieri Lessor. =:Hy execution hereof; Lessor liar rriAde"rio'comrnitrrierit'td lease
any equtpttrtt
fieeti ' li:~htitsement : Lessor shall Bove "nt obligatioir to ntake any disburticYnerit to a V&Mor or ieiviburse Ussee'for any payment
-made to a- Vendor for an Equipment �iriiup (or; if the escrow procedirte descri cd idgcc3ion 2.4 hereof is utilized, cofiseut sir a disbursement
,by the'"Escrow' Agent) untO fivd (5) business days after .essor has ta` eived alt ofthe following iri foi�rit and §ubstiitice satisfactory to Lessaot: ;
(a} tt completed Equipment Setiedute`eiteouted by l cssce (b) ail AccCptance'Certificate'iri "tlre'forin` included with Exhibit A'.hereto (c) a
resolution or :evidence of other•o#iicial :acti6li :taken by-6f an behalf of the Lessee td iitith6s gez the acquisititrn of the Eiluipment Group ari the
teirris rovided'it such Equip-then t 9c'hWulc;. d `a Tax Agreement and 'Arbitta `e Certificate`in the -form of Exhibit .a >1 as .a ' licalale
p . r) g� g � pp )�.". ::
attachtW.hereto;:(e).evidence of.iosu'rab *utth't'espect to the Equipinent C soup :iii compliance -*.dth Article VT1 of`this Agteetrieot; (t)' :'
Vendof iivciice(s) andlor bi.il (s)`vf sale relating to'the Equipment Grrnrp;:afid;if Svc invoi cesbaieb&eff paid l: terns; �lidence of '.
payment tbsie'tif anti evidence of.otiicial intwit to reirnburse"such payrricnt as required by the'Code; Q)'finaiscing statements executed by
Lessee as:debtor and/or the original: certificate -of title or manufaettirer's certiftcatt of.origin iiid -title a`pplieatiori, if any, :for any Eguipinent' ;.'.
which is part of: such'Eciiiio icnt +Group" and is subject to certificate of title'lAV ;'(h).a completed and exe ctife d Formy 843$:G or 8038 -GC, its
- applicable; :or evidence of riling thereof with .tlie'Secictary of Treasury; (i }" ari trpinion of eounsei to the Lessee substantially in the firm o£ ; -
Exhibit'E hereto, and (j) airy othei documents or items reasonafrly recltiked by Lessor:
�tPBtiiliilu3 `Y;gaaP,i t'rwRi ectrin "d IT ; Lcssdr hereby leases the Equipment tsi Lessee; and:Lessee #tereby leeses`the Equipment froitr
.'Lessor; upoh the tenths and conditions ;;et forth .hefeiu:: *.Lessee shall have•gtiiet use and enjoyment of and peaceably have and hold each
tnent Gro Burin the t� lafed :i easeFTertii; ezcepf'as expressly set forth in this'A eeibent.::..
::.Equip. uP g gr
ci=, tt�ii 2 4 ' a r yy �redd& :lf terror arid tee sec agree-that the cost irf ail l giii0ment Group is to be Maid from an- Escrow -Aecodrit::
(a) Lessof it :Lessee shall gxccute wi:Esti6 Agreement substariiially :iii the foitri "of Exhibit F; (b) Lessor acrd Lessee shall ciecute -an::
Egtiipinetit cbedule relating to`sircfi l quiptrieiit tJroiip; and (c) Lessor sliaD :deposii air- arii6unt equal to'the cost of the Equipment f ri�up
into the Escivw ticcotutt.: All= aritounts deposited' by I;essor into the liscrow Accouiif shall constitute a loan from i essof to Lessee -Whi6b
shalf berepaid by'the Rental Payrflenis &C' under"tlie related-Lease.::
' ... a: garaaa :rr..wa:�z.oc5e?,�;•.a�wsn - . 3 ' ,
ARTICLE IlL._: 1`ER1vI •"
Rtsetiriri t_t Fe ff tg;
eera - s e h t te un fleeariso"teunatoruder m 3.2 or (b) .
,tennination.under Section t2.2; provided;16yk ars,.no Equipment Schedulds shall be executed aftet any - Non- 'AOpropriation rar'Lvenf of :
Default: ;Each Lease with "respect td an Equipment Group shall be in'effecC.for a Lease Term connmetacing nptiri t}te "Lease 'Date anth ending',-: :
as provided in Section 3:2:
g�e66if : - Termiriutinrr t, I the sole' Mott Appropnafioii; this tAgretrneiit and eacfi Lease hereunder shall feftinate, in
whole;•bui "not in part, as to all E Iipnietii effective- dp&vshe lasi'day bf the Fiscal Year -for which funds were appropriated} in the maruter
and sutiject- to-the terms specified in;this Artick' :.Ussee may effect such teiiriination 6y giving Lessor a written• notice of terabit tion and by
payirig'To Lessrx.any Rental PayritCn#s'anti tinier atsatturits which arc dik and have trot been paid at,or before the end of its then current
:Fiscal.Year. '.Lessee shall endeavor to give tirutice of such termination not less than ninety (9a) days prior"to the slid -cif the Fiscal Yeat'for
urhich'ajipropi iatians were }trade; shin shall t6iify f cs'sor of.any anticipated teftination:: In the'event of termination oi`this Agreement as
provided in -this Section; Lessee shall t tiriiply with "the "instructions receivdd:frofn 3 essor in accordance «6th'Seetion 12,3.:
tiiiii t.3:' tFect i►f Terrmiiiatioti Upon tetiiiination'o'fthis Ag,rreeitierit as provided: in Section 3.2, T cSSee shall riot'l respcinsible�far
the paynienrof any additional Rental P* yrzienta "corning due in succeeding Fiscal Yeaks; hilt if.Lessee has "riot complied With the instructions
reecived'fib — L:essorinacbiJrdance._v -A" Section "12.3, ilte'temrirtatiooshae nevertlielessite of %etive, bu "tL&Zee "shall beirsponsible-forthe
payment "of damages in an ariiioiinre ':tial'i6lbeeatnoiitif of the Rental Pa eats dial- woiuld thereafter• have collie due if thus A' enieuf -had
q . Ym �" .
:not been"tertrtinated and Which,are ittfibutabli to the ub ibef of days after wtr €ch :Lessee fails to cozriply with "•T essdr's instntc#sdns:and for ..
aity"ot:her loss's'Iffcred by Lessor iis'a result zif Le`ssee's thihurcfo take such fictions as re4oked.: ' .:: . ::
,5e n. r:;Iriutiru»'iif i iace'rerrii:", =ibe Lease Term with respect tQ ally 3 ease will terminate iipon'fh ocriurrence bf the first of the :
foltciiviiig evettis:.(a) the tcrrtiination of this`Agreement by Lessee in aecordaike with'S&hosr"3J (b) the payment of the Prepayment Price'..:
by Lessee pursuant to: Article V; (c) "art Eveaif of 17efatilt by l essdc'and Lessor's election to teririiria'te such Lease pursuant "to Article 3Cll; cir '
' (d) ttte payttient by i essee of all Rdttital Paytxiettts and all other amounts authorized or required io be paid by Lessee pursuant to such Lease:.`
AiEMCLE N..: IWNTr�L PAXN� NTS
.- ecfian 4 1. Rental Pays ienbc: ".t;essor and lessee "eoiifrii'thcif tYndersta7iding and "agre-eirrent that.•(a) :all payments dui~ under'the': -:
- Agreement are to be made only T t-9 Lessee's "legally `available artd .appriipriated revenues from sources "eith "er Phan" ad valorciti or
-other taxes, {b) dief Lessee shall -ncrt: be istil ,gafed to pay any -sums due under the Agreement from the "proceeds of ad 'valorem or other
taxes; :and (c) that Lessee 's'contractiial:obligiiiious to request annual appropriations `from whicb:p'ayments -due'uiider the Agreement :'.. ..' ,'•: '
: may be' made does not eotistrtute ari jadelstedness of.Lesseo .within the 'meaning df arty constittrtioifal'"or statutory provision or
limitation .1tc"Lessec4grees -to pay "tlie RentalPay`t cme due as specifidd n the- Paymedf Schedule in Exliihit A; :A portion of each Rental
: Payment.is•paid as interest as _specified in the'paynietit Schiedule of eat h lease; :and th'e' imt: Rdatal Paytnatrt will include lnteresYacctving
fmm thte Funding Date. ,LCssar is attdrariied fo irisc t {Ire due -date of #re fi It'eritat Payrrienf in the PaymentSclicdule'in Etrlatltit A;" .All
Rental :l'aymenGs shall be paid'tit'Tjessirr;:of to'sueli assigub&(s) Lessor.ltas assigned -as stipulated in Article XJ; at such lalaces ss L essor or .: ::
such asstgnee(s) Wray from time to'ti 'e deshfmate "by written notice to Lessc:: tssee sliall "pay the-Rental Payme'nts'4ith1awfttl money 'of :
the United States -of America from mr " s 1- " I available therefor,
Y
Ceetinn 4 nt Fx 'The trbligations "of L essee,:incltidiitg its "olatigation'td'pay the Retrtal Payments due rn any Fiscal Year of a
`Lease Terra, shall constitute a cuir'ent ci lic6e'of %:essee-for'such •fiscal Year and'sha<l€ not'ebi isolate an "itjdcbtedticss 6f Lessee viitbin the . .
meaning -ef the Constitution and laws•bf the - Stare: Nothing therein shall- c"Onstitnte a pled' by'Lcssee of any taxes or,oth "er irotteys (other
:than moneys' lawfully "al }propriateil from tirne to fiurie by or for" the l*enefif .of Lessee' for this AgrcctY�enk abd ,_the Net Proceeds of the
3 guipiiretit)tcydtel5aiyr. t'O fatly "It etitalpayinettttti other ainoiittt 'catmngdttel€ereundei..
-., .- ...
e fiori 3' , .
r Ate. T1iCttnt�titill►til,�s l:ps iii_ tfi. The; Iesseesobligation :tcmake :Rentat "Pajnnants 'sb all 'be•absdltiteanduneonifititinal
.Also, •any other payr»eiits required'liereurider 5lrall lse absolute aril tincand ticrnal.' Lessee shall make these payments wheit Ylue and shall not
- :v%9tbho:I& tiny of these'payiuett6 periiti nal- iesokaion of any disputes, •The Lessee shall not assert any right of set or'coiiriterctaittt'
against :itsobligatid�i to make #hese payrr irts. Lessee's obligation to make Rental Paytrietits or'other payments shall'uot be aliaaed thrtxugfi ::
accident,:.itrifoteseen ciresatnstatiees ;:failuie:af'the- Egiiiptnent "to perform As deskW, �larnage br destruction to'the'Ealtiipmciit, =loss of':.:;
possession of the "Equipment or:olisole9cenec of the Equipment.`. be Lessee shall be obligated to continue to-make ps ' ents required ofit
by this Agrec.titent if title -to; or temporary use of, the Equipment or'any pact thereof shal l be taken under exercise" of the `pi)W& -of eminent
: -domain
ARTICLE V::.; : (7i'TON Tf1 "PR TA' :.
sectiitri . si : flnt;i�rr to Pr�ria�v.' :i essee"stiall have ute tiption'to prepay' its "obligatiohs dndcr"any Leasc'iti whole b'ut hurt in "part .on anv
:.Payment irate for the then applicable Prtpayrnerit Price (which'shaa include a prepaymcnf fec) as set forth in the related Payment Scheedule;' .:
provided thiere has been no Non- Appfoptiatiowof Event ofDefait €t. ; :: _
' ' tin :ri.2.. i Ys rc5 of t?tlptnir. I essee shall ,give n "once td's essot of t#s tiitesttton kv exercise its option not less tau thirty '(3D) clays prior
io the Payiiietit Date oa which the opEi#sii: 41ie 6di -eikil and sltal3 Payment hate art aiinovrit 00al to" a €€
Rental Pay iiefiLs'atid ally' other urroi units then due or past due under the" elatedA ease (inchuding'the Mental Payment due on -the Payment : ;
: Datc ott which rftte 6p6bd -ih'all be e h dive) i, is the applicable -Prepaytftnt Price set forth in th6 related Pay meht' Scii6date. In ttie event ihai
- .. _.
all `cacti amounts are ricitt received by i essor an such :Payment Date; siich hotide by Lessee of eicercise of shall be void acrid'.the related'.L:eafie
shall cofitiane`in full, 116i ce land
Section SJ. *: Rdjug of Lessnr'c �er� fps ' : :tJpozr receipt of the Piex►aj+iiieiit Ptiite -in good Liinds with` respect to ariyFtjuiprtient Groiup; the :•" :.., .
Lease~with:respe l: to such Equipment Group shall 4c' d L.essec.shall becottie entitled tee sucli'Egiiipin6t Group AS lS; VIIEkE
IS, WIT 14O TT WARRANTIES; TXP'ik-I`SS :bP1 iUI'L1ED; :INCLUDING V+�ARRA:ii'I'IES OF MERCFIANTABIL.IT'Y OP FITNESS `.•',
FO ANY ]iA•RtICULAR PURPOSE -6k' FITNESS' FOR :TH)r -LISt CONTl NQLATED EY L.ESS'EE,:cxcept that siich Equipment '
Croup `shall trot be subjcet to any Ben or enii ut trance created by or arising througti Lessor. - : ` -.. .
ARTICLE :VI.:: REPRESENTA.T16NS; WARI2AN� r� COVENAi tS
Sectiaig%.I teas i,cssee represents and warrants -as ethic At reeiiieni late and as of each Lcase ::':
Date as follows: .
{a} : .: :.L essee'is ii state or "ptslitieai itb "tlivisicin of the Mate within rile rtieaning iif- Sectlon'lt?3 {c) of the Co&, tltily or` enized and eicisting
under th6`C6bstituti6n and laws oflhs'.State, aiid is au•shoriz d underthe Constitution ani'laws of the State to entceinto this Agre*ci d ent, ,•.: _ ':: -
-each Lease and'.the'ttansactiiiiis.,wnte ripla{erl hereby' and thereby;-and.t6 perfbrm:'al-1 of its'obiigadons under ihis'Agicemient and each
'Lease", :�..::.: ::: •'' ; :-- ••;;`::�.. ~:..;: �._'''; :.: : :.._,-
The'execution.ed dilivery of this- Agreemeft and each .` t:e- :a se � -: h:- a'l�v:e �.b: ee,n - :d- u:ly .: .'a.: uth:or: iz"ed - by ail necessary -action'of Icctis ee's `
governing body an such action J's id ..with -all public bidding aM otter Stafc and federal laws applicable to this'Agteeiitnnt, alt : :: "
:L.easc and tbe'acclitisi#ion and fir idibirig vftlte t4uivin6m by i-esse e.- -
(c} :,,This Agreement and . each'# ease have lbeeyf duly executed acid delivered by aiid :On's6ti tes t#ic valid and biiidinp obligatiotf of ..::'•'
.: ' Lessee; ciiforceable agaiefst Lie in accordance tyith tlieirre5pective temis.:
d
() The cttecufion;'detiti =ery oriel perfonrianee of this tAgreetnent and teach' (lease by isee steal# nat {i) vtcila% atiy State or federal •law' .: ' ; '- : , .• � ;;:
or local lacy or oiiiitiaoce;'or oily b'rdcr, wriE ictioiy deSctets, or rcgiilatioii of any court rit atktter governmental agency or body
applicable-to Lessee, or (ii)`ciinflicuwith'or result iri the breach or violation of aiiytemi brprovision of, or constitute a': °default ##rider, any
:'note, botid,`trittttgage' indenture; afire mei nt; deed of tiizct,:lease or other vbligafiott to yfiich i essec is btiuttd.:
em is rto action; shit, proceeding claim; inquiry or investigatitirr,:atlave or in'etltlity;'before or by any court„ riegttlRory agt ney,''
public; b69rd or Holly petiding'oi;'ta'tlic hest of tessce's icnttwledge,threaten'ed against iir afiectitsg Lessee,;oha]letiging'i ess'ee's raut2iority :.. ;i
to enter into this' Agreemedt or ady tease gi ny other action whettm-an itrif'avoiable ruting or finding would adversely : affect ibei : ';
' enforceability ,af•this`Agreemedt orany •L.case.' : �. ,.. ..: , :.: , , -,.' : - ::'- ; ; ::_ ... :. •
(f) No 'lease; rental: agree rrieiit lease purchase agreement,: paytiicnt agr=ment or contract for `purchase' to which Lessee etas teem a' ` ; ~
At ittti tithe dtirin the act ten 10 `ears Nos been'teintinathd b Lessee as a result of instifiicicrit funds bein a atcd in an
ICY Y g P.. ..... {• )�' Y- g'Pl�7m y•...:•:: :':.:
"Fiscal 'Yew, '• No event has o 6ur'red':which would constitute an eveit{of default under -any debt, revenue bond or'obligaticrn'which'Lesscc
has issued dutiiiSthe past ten-(10)- yearsr
(g} .: ` t essee' or i ssee`s'goveirar g body has appropriated and/or4aken other lawful nctioits necessary to prav'i de rrtbneys sufncient to
: • pay ail Rental Paiffients during di -ctureti {Fiscal l'car, and such moneys will be applied iti 1Saymcntofall Rental Payrricnts i3ue acrd payable
durijigsu6ta cu'irent'Fiscal
(h) : see lids 11x1 ilntnedidic treed .for'.: arid expects to: diatte iirftriediati use of,:the Equipment, which need is not temporary oar°expecied
to diminish duhrtg the applicable L.,crise'%rnl Lessee; presently intends to cdiit nue�eaah Lease liereunde'rfor its entire LeaseTetm and to
pay all Rental Payments relating :thereto `;,..• . ;.:' :::.:
,S,� net .
Cove haute of Lrec�r: I e'ssee age that s4'ktng as suiy Rental: Payments or :other ainotints'drre under th'is'Agreemcnt t ema�n
unpaid:
Lessee •shall ncit•it €stall; :rise;: operate or;rnaititain the BquipiiieitE .irniritperiy;.sarelessly,::in violation o aiiy'applicablo'ISAi or
regulation car in :a manner` contrary tii: #list .t:ontetiiplateii by this Agreetrietit:: Lessee shall :obtain and maintain atl :pefmits tiirii 'lieaenses
:rteces lacy fox`tlte °installatiai't aizid is}iefation cif -the Equipment, Lessee shall tiok �vitlipitt the jiticir written GOr�int cif Lessor, affix or install : `-
any accesiaty: {uiptiient of device oar atiy.t)'tlie .Equipment'if such addition avoutd :change or impair the originally intended functions,
:::value or'use of- sticlt �uiptttettt.: -: � :: • : ::. ..: - :. - .: :.:.. -
I e$sce'sltttll rovide I.essitr access at aIl:reatoiiablc`titiics to exani]ne' ittid ins edt the ui
"(b) p p Eel `priie7it and provide Lessor uiitlt se�clt .
-access to`tlie Equipment as ,may be' reaisona6ly necessary to' perform mainti nattce :on the'Equip'rncm iwthe' event of failure by '.,esste- to `.
perform itsobligationshereutider:
(c) : :::' a shall not, directly ti _utdiie etly, create, incur a5surne or sitf%:r iii exist any niottgage; .pledge; lien; chaige;'eiicianitsrance or
pother clairii 'wri ii`especi #odic EgWpmetit,-otlter :than the respebtive rights of Les §or and Lessee-as•herein'prttvide i. Lessee shall promptly;
at its own ezlreiise; take; suelz aatdans as bray he necessary, duly tci- discharge or7cm6m arty such claini'if the same shall arise at anytime.: .
Lessee- shidfeitrilxtrse Lessor for any'exirpens*i incurred by Lessor in order to discharge or idnove tidy such'claim.:
(d) , . The � eisiin ar eaitity in ' charge of preparing - Lessee's budget will itichide iti rice budget request for each >"iscal Y vile :Re' ' I -
Payrnentster bccotrie due-diuingstich' iscal Year, aiid v« ill use all reasrnnible and lawful inearts'available to iectfie the appropriation ; of
ttt<xtey for sucli:Fiscal tear- sitfficienf to'pay all Re',ntal :Payments coming due -therdin. 7.essor:aeknowledgcs-thitt apoibpriation for Rcitta]-
Nyrnents is a gavemme'ntal function'wliich Lessee cannot contractually ccttniiutitself iri advance'to perform. Lessee wknovrledge~s that this
Agreernerit aloes fie constitute'such who- ininithient:: however; - Lessee reasonably be]ieves'that moneys iit ari'aimi bu tt sufficient to e
mAl all
snarxaac :rt- aa= �tt::rktca=�ntntn�
Ilrtttal:Paytnents-cab sod wilI lawf�.i11Y be' tpp'ropriated azid made available io pelts it T.essee's confi6 lid utilization 6f the -Equipmen in" e,:..
.-
perfortnance of its 'essetttalfunctions during the applicable Lease Teiins.::
(e) : I cssee shalt assure that its tibfigiition io pay- P,6fal Payments is not :#iirectly or indirectly s'ecuied by* ax'Y iriterast iri property other
:.than the 3quipindnti aid that the Rental Paytnerits-willJwt be directly or'inditectly secured by or de' iyed franc any payments of any type Dr
Any fund other than Lessee's general pui"posei fund and ttr"atthe Rental Payments -will not lie "directly or indirectly secured'by 'or derived front
any payments of afty type other tiiati frtiiti the L esst3e's legally available hdha ad valoremrevcriiues.:
:..
(f} Ipori Lessor's rezjuest Lessee siiall:prbtSde I esso'r with cnurrent f'inaitcial stabetnents; budgeis; arrd p itif of appropiiation for the
ensuing fiscal
Year and such ofher firiasiCial :irifotivati6iacelating to the ability of Lessee to continue this Agreement end each-Lcase as'tiiay
be reasonably"requested icy ix sac - -
(g) Lessee shall pmtttptly and duly rzec►ite nib deliver to l rssor such further doturnents. instruments acrd assurances grid take'such'
firmer actidin as Lessor ttiay from time td tune "reasonably request "in order :to tarry out* the :intent -arid _purpose of this Agrocmcnt -and to
establish and protect the rights and :remedies creatosl or intended to be'created in favorof Lessorhereunder, -:.. ,`.
eti6n fi 3: �T'ar Meta .'
(a) Iricotporation of Tat Agreement chid .Arlxifrri ,Cent cote. - As of each I ease`Date and vi4ttt respect' each Tease; C essee
:
each "tti`the' zepresentations, :warranties and co }etitiiits contairicd in tltc Tait Agretxnent aiiii Arbitrage Certificate'degivetcd with: ..; iespect' ' ; .:' :: ; _ '::
to sucb Lease: By this r eferende eacli'such-T'ax Agreement and Arliitig Certificate is 'incotporatcd in and made a part ofthis'Agreement;
(b} itiviprnr of Tcrkablllfy:` 'Lessor either (i }•:receives notice, in :aiiy forrtr; froiis -the Internal "Revenue Setvice't5r (ii }` reasonably
detetYiii ' es; .based ion an opinion' zit independent taz cotiiisel scl red by Lessor, that lessor May not exclude atiy'Intet sk paid'.ut:der any
Lease ftin its Federal .gr6ss income (c~ach air ' lvvitit of Taxabiliry'�); the Lessee shall pay to Lessor upon' gn atiioiistt which; with :: r
respcdt to Recital - Payments previously paid'and "rak]ng:icit¢ account -all penalties ;.fines; interest and additions to tax (including- aIt'We" fa1
state and total taiEes imposed on the Inteivst dire through Elio date of such event); :will restore to Lessor its after -tax yield (assuming taz at t2 e
bighest iniirginal tax rate and'taking "ii rto accto_wt the tirime of receipt of ,: .' Rental Ifayment and reinvestment at the After-tax yield rate} iin'
,-the transaction evidenced by`, 461i' Lease through :the "date "of such event and (y)'asadditiotiat Reotal.Payments to Lessor on each succeeding-.:
Payment Date such amount as will itiaitttain 'sttch.after= tax'yieldto I essor:
ARTI<CUVIT.• :INSC]ii�u'V+CEAI I} "pflSli br togs-:
Sec#ion•7:t. i.i2bili��d Prepptdt -tnsnriineP : Lessee shall, at "its own expense; ptv dire trio maintain continuous ty`in effect during each - • : : '
Lease T'errn:•(a) public liability insurance fox death tit injuries to persons; .or "darciage to'properry arising out of or iii any`wa'y c+onriected io":-
the pgttipczient suf client to proteet'I essor.an or-assigns from liabiliky in:atl pveiits; viith.a coverage of.iiot'les's''than' S1;000,004 per
ocdiitiettce tiniess.spccificii differently i ifie•related Equipment Schedule;:anrl {Ei) insurance against stzcli hairards as Lessor may require,
"including; liut bot'linmitixi tai; all- risk'iasualty and p*perty insurance, in atriofznt egiia] to the greater' of the ftttl replacement cost of the
Equipment orthe applicable Prepagirierit price of eachEpipinent 10roup:
$eefi�� ?_1 Wnfgt•rg, C�inaaticcn �riciirA :'Ifrequired by S #ate':1iiu,:Lessee shall carry workers' compensation iitsiirancc'cisvering
all em Io ees ".on in, near or-about :tlte - men and
p y ,. figta'ip tr. upon - request,`;shall famish to Lessor cemficates evidencing such =covcragc
:.. .
tfiroughot�t the Ls Texrn:. ; ::. `::.. ,. , : ".....:.. •: ... , .. :. ' .: ... , .. ,
fiectinn 7.. tran t jtea it enic
(a) InSUrartce Prillcies, `Ali:irrsutarice policies iaquireil by this Artidle shall- be'take:n rout acid - maintained with insurance coimpanies
:'acceptable t6'Lessor :atiii shall - tiontairi a pr64isi6ii'filiai thirty' "(30} hays prior t0`atiY change in the coverage the i»suref must provide written
`. notice to the insured patties. - No:ingurritice `shall be •subject to any co- insurance clause: ".F.acii insurance policy shat (mine Lessor'sitiUoY its
assigns as 6 aiiditionaI insurer party and Hiss (iayee - regardless-of an y-breach`of.Wait my or other act or omission -of Ie�std and shall
include ii .kfide`Psloss peyabletiiddrseit}ent for dd Benefit of ssor aitcilor 'ss assign "s' :: i'rior to the-dc]ivery of Equipment,:Lessec
deposit :viitli.I:esscir evidence shtisfactciiy to iessar of such itisittance and, •prior to the expiration thereof, shall .provide'Lessor evidence of '
-.
all renewals orreplacements , : ......: •
(b) SetIras+rrctirce. ,With Lessor's prior consen Lessee irray self insure tice Egnip�iienf by means of an aiiequateirisuraiice'futtd set
aside and maintained for that purpose vulrich must-be fully described in a ietter delivered to-.Lessor in farm •acceptable to Lessor... - • , ,
Evi ni7e ofI&wranw.: Lessee shall.tielivei to izssor upon Acceptance of ariy Equipment evtderics'ofinsurance whieb- complies
Wirth tlsis :Airticic :VII With respect •16:suc i:13giiipitterit to the satisfat tion :of llessor; incltidifzg, withotit liniiiation ;the confirmaficrn'.of .. r
msu,Mee tn.the forin of'Exhibif G�l attached hereto togethdr with Certificates of Trtsuci tire; when'a ailable. or-the Qiiestiorinaire'for Self- :
lnstlrance anti Addendum to Equipment, h6dule Relating to Self - Insurance ii fh"ftirin' of Exhibit G -T attached hereto, as applicable'.:' :.::: .
5eefion : ; •"itisk of Lftsi . To the extent pen rnitte<i.by applicable laws'of the Siate; as between Lessor imd Lessee; Lessee assumes al] risks
ai>{i'liabilides from airy 'caiise wh'afsoever; .ivhctlier or not covered by i6iuranee,' foz loss or darriage to any Equipment and .fcii� injuty to or
deathimf anyperson or damage to an y'praperty,'::Whethei ur not covered by instiranee, Lessee hereby assumes responsibility for and abet a' :• -'. :. ;`
to indemnify _Lessor horn all ]ialiilities; :obligaiioiis; Josses, I damagcs, penalties; :dlaints, actions, costs and expenses;.including t; asonablc
attonieys' fees, itrepiiseii on, irictirtten:by :or assented against Lessor that relate txi or imse out of this �Agreemerit, including but not limited to,:`,: .
(a) the se1`ection; manufactit * purctiase;`aeceptatice or rcjcction of EgG'iptnette or the tivrttership of the'E{quipitiient, (b) the delivery; lease;
possession;: iriainteitait'cie;`'ttse; :coiii#ititir; reitnzi or iiperation of the'Fquijirnent (c }'the condition of the °Equipment "sold tiC 'otherwise
disposed of:after "possession by - ussee; (d} tlte:coiiduct of 1,6sm' its offices; employees arti agents; (e) ,a breach of Lessee of any'of its
s�ia ;zow:ru- sq- �.rx5c�..nroas:ra:. : ~_::` :•;:....,: :::- " : ::' ..:: .. ..... .: b : ;:..: '..:. ,,..: :::,..... ',: :..' ; :: ': :.: •. _ .
urvt`Eiarits :or obligatioiis hereunder;. -tf) any claim; loss; Cost or, eicpetase invalvtttg allegeii damage .to the" :ni +irotment relating to
tit men ficluding :but hm to .investi ation;:removal; cieanu and remedial 'costs11and ati -strict, .iabili andcr'the laws rte •.• : : ` :.:.::
r judicial decisions of any state or the 1Qnited States: ;Thss prIovislob shall sm ivetlic tcrmuiation of this Agreement".
St rttnii ? S_ fipctriiittnn dfF4iiiiiiihir Lessee shall provide`a complete written iepott "to Lessiir iitimediatelyiipori try lossft;
damage or destruction of any Equiprtieut aiid of �y'accideint involving any'Equipment. :Lessor may inspect the tquipmenY at any iiine'and '
frorri tiriie to #irne during regulartiusiriess hciiiis.: f ali or auy part of the l quiptn" is stolen; lost, destroyed or dattiage�d beyond repair
"Damaged uiprri It "),:Lessee s#iall withlit dttrty (3f1 }days afier'such etTeitt either: {a} "replan the san7e of Lessee's sole expexlse with
'equiptricrit Futving substantially sitiiilar`S t e otts aird of eGti81 bt greater value td the Datragetl 1*pment utunediatelypribi tti the titaie
of the-loss occurrence, suds're lacemertt a ui mklit io be sub`ect to Lessor's
p 4 'p 1 approval, whereupon such replacementequtprnent shall be :..:
substituted in the applicable Lcase and the tidier relaicd'documenis by- appropiniate' endoisement or amendment; br (b) pay the applicable
. Prcpaytrtent f'tice
(if the Damaged E iripirieritticterrtvrietl asset forth in the:relatcd Equipment Schedule. Lessee shall notify Lessor of : •:' _ : ' ..; :
u hscli course of Action it will take within fifteen {15) days after the Ios's occurrence::if, within forty- five'�45} days of the toss oeeutxencaa, (a) r -.
Lessee`fails to notify . Lessdr; 0) Lessee and Lessor fail .to eitCtittfe an ariieni3mciit fo the applicable Equifnnent Schedule to delete the
Damaged Equipiiieat and add die "r'epfacerrient �gihpiient of (c) Lessee has failed to pay the applicable Prepayment Price, then L`e'ssdr may,
at its "sole discretiori "deelare the applicable Prepayrnerit Price of the Damaged Egftiptneiit,'.to be immediately duc' and payable_..11he -Net
Ptcx ceds`of in tiasw td y e'oe rit s e applied to discharge Lessee' ;
..` :,,obligation under flus'Sectiars..:..Y::
• ...AR')C'XCGE YIII. tl'TliEii (lil�tilGA'I�b1!P$'1?F LE'SS1kuEE : ' :. .. `.. :: :. : :.:..:: :- :. :.: • ': ::' . . ; a : . ". :.' ;: .'; :: ; :: s_ `' ` : ;..:...: •
i 'S.t_: 14tiatnt�iiariee cif )w atrii�irii±rit :I essee shall notify Lessor' in writing pntlr to moving the Egitipment to another address' aisl :.::
-�-- -:
: .shall ntfietwise :keep the Equipment' the address specified in the related Egitipmctit Scheiiiilc :' ;Les see s}i'all, at its'bwtl expense, inairitain
the`Ecjtispinent "•ai:proper wai -kMi :order "and "hail iitake:ail necessary repairs -arid replacements-:16 keep the Equipmefirin such_condition
including e6mpliance • witli:Statc and federal laws.: Any 'acid :ail replacerrsent parts 'must be free of eneumbraiteCS' and Miens: Atl such
."
irTepl
ami"rretii parts and jet essoiies :shall ;be do riied..tts :bc incatporated :Jrni rhediately -into and to -,constitute pit integral .portaori :of the
Equipment as such; shall be sisbjecYto theternis of'this Agieemertt ;
gecttatt 1t_2_; ->r it€ : ;Lessee AAA .pay al -..other charges which "are assessed or levied against the E bipirienf the Rental i'ayments
or any part thereof or which" b'ertiine clue "during the tea_: 16im, - betlter assessed a�inst `Lessee ar Lessor, etccept as eitpresslyiiriiit d by ' .:-
Phis Section: Lessee shall .pay` 'all. utilitio` Ud :other charges -incurrod' in'the operation,- maintenance; use, .occupancy aird ispk -'of die
Equipiitcnt, attd all especial assi:ssinietits ;arid charges JM61ly -inade -by any -govemmental :body that "may be secured iy a lien on- dic
Egtsipirient.`.: :Lessee shall .riot be-t6 fay arty federal, state-of local income, sit siort; transfer; frattchise;:pmfit,- uxcess profit,
capital stoat :gross - ceipts; .:corporate; or other siiiiilar tax payable by Lessor, :its .successors ttr assigns, unless such'tax is made as a
substitute'for any tic5r; assesstrient tie chargewhich is the obligation of Lessee tinder this Section.::.:• .:: `..-:: :: : ' - ` .
Sertiori 83_ ari. r;cPC: Tf Lessee shall fail'tir e darm'any of its'obiigationguAder thi s :,42ticie, Lessor inay take such action -to cure sue,
failure; including the advaiteerrieYit cif tnoncy; z6d Umi" shall be obligated w repay all such- ativanees on tieitiarid with int st at the'�rate of
18% per nntiitrii'or the maximum rate pmnitteif Bylaw, whichever'is less; frosii the date ti> die advance to the date of tepaymerit.
fittictiult: � Tim. ' "iAuing the i ease' X erm; .ownership slid legal tide' of all .T;quiptiieii# and all r6plaretiiertts; svb'stitatioii5, :repairs aiid
modificki6n 'shall be in Lessee and Lessee's hall fake all action'ncccssaryto vestsue , owtmership,and title -in Lessee. lessor does'not own
the -Egitipmetit and'by .tins Agseernt*at anti each =i case is irierely fnrancing the acquisition of such equipmeiit1or Lessee. Lessor'has not
•
been in rite chain of title of the Egpipiinent, does riot:operate; control or have.pdssessson'of the > quipiriexit and had rio:c+ontrol river the Lessee
or the Lessee's operation, use;`sierage or'isiainteriiinee of the Egtiipment..:.:
S .rfititi. '2:- ' Se idU in t i ort.:All prcivisioias'referencing Lessor having a security interest in the Equiprrietit are hereby cancelled and
shall .tiet have any force or effecf. ; Lessor arid. :Lessee agree that the Agreement does not result in the 'creation' of any lien,• charge,:
security intr lest of other encturtbranee upciti the Equipnieitt or any other'asse't
Sp urn 93 14 r►difirsNod 4j x,p '...lessde will not; without t he piroPwnttcrf'cotis fit of Lessor, .affix or Install :any'accecsory, .. , :: - ....•.
equiipment:or device on any of.the' :Equipment if Stich' addition 'V411 change or itiipair`tlte' originally intended "value; function iii use of the
" ' Egitiprnent*'• :. ±: ; ::: - - - : :: - :.' ::.... :::- :':; -: -`.: ; :.. _
Sertinn 4 - Yeircanat Pr tnnrit + ';The Equipment is attd shrill at"tiffies be'iuid remain personal property and riot fixtures. ,
ARTICL1,
Minn :111.1. Selen#iri:�' a t+,4��> Each Vendor and ail .of t#ie Equiprtient have cen selected by Lessee. Lessor shall ")lave no
tisponsibility in connection- with •the: selcsc iioii - :of . the: Equipment; the 6riieri6g- of the :Equipmeiity :its suitability for the usc' irite-nded':15y ;'..
Lessee; the acceptance by Any 1 ndo' i or its sales representative of any miller subinitted, or any delay or failure by such Vendors or its'sales ';; ; : ;:. :
representative to rrianiifacture; deliver or install ariy EquipBiestt for use by Lessee, "'.:..'
: inn 11111 Ypgdar'!:'wfimi tik Lessor:lierebyassigns to Lessee- for•and durittg the related Lease Teir»x 'll of its•interesOf any-, in -alt - :•::. � �
Vendor's ivarianties,.guarautees and patent• iniiernnity piYttection, cirpiess tie irt►plieii issued on or applicable io an l quiprnent t rroup,.and "
Lessee may obtain the cus6ffiary seivices firinisfied in eiiiiitection with "such warranties and guarantees at Lzsiee's expense. : .Lessor bas-no ° ". :
• ...- 51id4 °°a:FLHa•nac.00KircJ:Oioas�l ; :.. ;:.. -- � . :: ._ ..... - .
obligatiofi`ta eiifotce ariy"Ven$ai's:watranEies or obligations on behalf of tself'orLessec:
S �.: Digelflimix rail "WA-YrAndki. LESSEE ACKNOWLEliGES :TMAT:'THE !EQUIP IMEltiT.: IS`O :A
CAPACITY, ..11NT1: :IWSANL7FACTURE SEi 1 G`7 EI7 .13V :' i ESSEE. '` LEgStE -,ACKNOWLtDOES : TI ]AT. :•TT ":SELFCTEI) ;7I3E ' • ':: •::.; ... _':.
EQLlPN4ENT WIT14OUT ASgiStANCeOF LESSOR" ITS AGENTS "UR EMPLOYEES. L rSSOR IS NOT A MANUFACTURER OF
7119" EQi•1IP.1 ENT OR,. A DEALER:: iN; SIMILAR EQUIPMENT,' AND :DOES - NOT INSPECT THE .EQUIPMfINT - BE,FORE' :..
Dr-LT rFRY TO LESSEE. LESSOR MATES NO WARRANTY OR'R'EPRESENTATION, :EITHER EXPRESS OR IMPLIE -f% AS TO
THE'1JALCII , DESIGN, C(iNDrtIbi4i :OUAi.I'T"Y, bURAI3TLI`i"Y, SUITABILT .* 'MERCHANT - ABILITY OR FITNESS FtJR`ANl'
PARTICt1I.AR :PURPOSE OR FITNEs9 _FOR'THIr vs8 CONTEMPLATED BY LESSEE-OF THE EQUIPM2NT, .OR ANY•,OTI!at
REPRESEN TAT• ION ()R WARRANTY .WITH RESPECT'TO THE EOUVMENT. ::TN NO EVENT •SHALL LF,SSOR BE LIABLE ,.
FqR . tN'I :.INCIDEbi1AL :OR' CUNSEQtJENTIAI ""•IiAMAGI;S:IN CONT IXTION WITH OR "'ARISING OUT OV THIS
AGREEMEN i OR THE EQUIPMENT OIt I ESSE>~'S USE OF THE E QtTItim] N'T ::.: :':
AkTICLE'X!_ .- ASSR*MV_NT ANDB'ITBLEASTNG
, jpn 11.1 :. A► �i#nmerit liv i ccnr-. Lessor, without Lessee's consent, may ASsigit 'and reassig n a]1 ofLessor's rigtxt,`title'eiiillot iatezest
in and to this Agreement or afty Lease, meluding; :brit riot "flinited to; the Iierital. Payments "arid other arrrounts payable by Lessee and Lessor's
interest n the' Equipment,'iti ai]ioie'' ' iri. or ntn -one or irferre assignm or sitlia`ssign {s) by Lessor at any time. No such assignment shag
be eflet;tivc -as against L,ess&- unless -4nd until. written notice. of the assignment is provided to Lessee:: Wlieu presented with •a notice of
'assignment..:Lessee ivi)]`.acknoMedge in writing receipk'.of sash notice for'the baiefit'of Lessor acrd any assignee: Lessee shat] keep`s
:cotripletearid sctvsatc record of All snob. assigiiirreiits. . _
Ceefinn' .l t _ ? ' A rgrment an • :fieihjggigiri .1; c Neither this Agreement nor any I ease or any Egiiiprnent' tray be assigned,,:
subleased: sold, transferred, pledged or rmrtgaged by'Lessee.*
ARTICLE XIZ:. EVEN S OF U>EFAULT A"IY13 Rf?lHf1vD1ES
i fjtri.�]_ l nfc k�f ilefa Tit. itefirii i he occuirence-of any of the* fallowing events shall eonstihite an ent of Defaa]t "uriiier ibis
Agreement -aiid each "L'ease:
(a) ..Lessee's failure -to pay, within "teti, {I U} days following the due date diem ol; "itny Renttil Payment tiz either atnoiirit'regnirett #0 1'
aid to Lessor other than b reason of iti7on A" ro iatitiii
(b) i cssee s failure ni tnatntaur insurance as required by Attrt le VII.
(c) 1tVith the exeeptiob df.the above : clauses {a} & (b). Lessee's failure to perfiarm orabide by any condition, agreement or covenant for
:
A period of thirty (30) days after written notice b "y Lesson to Lessee specifying such: failure and rtquesting that it be remedied, unless Lessor
shall agtiee iii w iting to ari extension of l'i'me-prior torts expiration.- -
(d) i terror's deterntination:fhak airy ieprescittation or' warranty inade by Lessee in ihis'Agreemen Was untriie in any' material respect
upon 66s cutiori of this Agreement or any Equipment Schedule:
(e) , . ; .: The tiecitirence'of an- Event of'Tana'oility. ".
(f) The filing of a petitiori In l}aitkt2iptcy by-or against Lessec}'or failure by Lessee promptly too lift any •execution;:garnislirit'ent "or
attachtiierif i f such conseq hence as would *imj it site ability of Lessee to carry "bfi4is govemmental functions- ot'sssignment by Lessee"for
the benefit'of creditors, or the entry by Lessee into an agreement of ew iposition'"v ith eYiziitars, or the approval by a court: of
juris$iciiori of arty adjustmefit of inilebte liicss of I essee,'•or.tlie dissti]u iioti or liquiiiation of Lessee.
; f tt`1 ,,:' riteriGes hrrtipfgrilt::xti {fie event':ofdefealt by Lease :ettnderthe Agreement, Lessor's sole rem6dies sliall'be'.0 sue
Lessee for compensatory datiiageS;- uvliicli:Lessee agrees to piy and which are hereby agreed to be the Prepayment Price applicable to
_ `.the'inimediately preceding Rental l'ayntent due date; as set forth on-the Payment TScbedule, plus any "Rental Payments accrued -arid
."unpaid as of th'c date defsiult_provided that in tli'e event that Lessee voluntarily returns the Equipment to Lessor to a location specified
by .Lessor; at Lessee's sole ir]sk: cost and expense itid. in the condition' required by Section 8.1 of the Agreement; Lessor shall not have
any furtherremedies against'Lessee'..Lessor,shall also have-the right in--the event,ofdefault to exercise any Tither right, - remedy or
privilege.. tnaY -bc :available fo .: t; "itielLidiirg` without limitation proceedings' by appropriate court .action to retprir a .specific
: perfoiinances •of any provision' if .sloe" Agreement .other thad Lessee's "covenant to `rctuni possession' of and title to -the Equipment;
whicb covenant shalt'not:be" subject :fo ciiforcernent by specific perfai dance :: "Lessee shall- remain liable "for all -1ega1 fees'and .other
cosis "End ckpenses ;'inchiding cour�t:costi,, incurred by Lessor in the etifoicetnedt of its remedies under -the Agreement except to the ;
extent prohiliifed by the Constitution aiiid laws of the Stag of Florida;- : :
Section - 123 :': iteti'rrn:ii #- Rgft#prng ° .iteteritt+ of T:t,.ys c interiYct With respect to °any prtivision of the fi grcemeirt.i equiring Lessee'to
return" all:or any portion of the'Equipment "toTLessor'or to transfer title to alI or.ariy;port]ori of the equipment to "Lesfior, Lessee'agsec§
to`vol[intari ly do so: lti the "event`tliat'L see:.fai]s !oi refuses to retutwdi transfer the Equipment or xitle `thereto voluntarily as set
faith-above , Lessor acknowledges that does riot aril shaCC riot crctffe a right in Lessor to involuntarily dispossess Lessee' :'. r is
of title to:orpossession of all or Eriy`iteni.,of the"Egaipment,- jn -lieu'of stich.fijjht'.Lessor shall be entitled to Arid Lessee agrees to Tay "
"to Lessor" immediately, -but only from Lessee's "legally available and appropriated revenues from sources other "theri:ad valorem cir
other takck the •Prepayment :Price aIpphe ible'to'the immediately precedirig :Rental Paymert't''true irate, as set forth on the PEymetif
:: :Schedule, -plus airy Rental Paymerifs accrued acid unpaid as of the date of such" pa'yrndnt:: :
:... • . :a✓�CECt1TION PAGE OF i"TER "LEAS> A6I2E MENT
Ni3NiI3E1� O�ta49 °. .
1N WITJM"99- ]4ERJEOF, 'Lesso'r'- ias.raiaged this -Agteeem -eiit to be ck6dt6d in'.its ccimdi� to natne by its citify authorized officer; and
.: '..: Lcwc has caused this Agreenacttt t6 be cxccLAW itt its i atne by its duly 4thorized ti icer: ' .. . Z.
CIT' :OF'DELRAV BEACH, TL -: ;
; '. ..: _. `_.:.. '.: : ,: ;- SyU�N Yk Ei SING CORPO. ATiON,
LeSSe�
1AnS5t}i
13 _.
Y:
.-Name/ je P -:..,
:: Narbe• Michael
we . , .
Tit]e: yor :. ::: " .::.. ° : • ..:..:
Title: ' :Secrcthry .
.Data
-• .. ....
Dater
Addtress:'100, First AV ::;:.:; :':
; ".: ", ;' :::' . ' Adciresst' 29W :SusquehattiiaAvenue;Suite4(70
: n6lray Beach; FL 33444
7 oivsoii;.3Vf1 21204
Tclephorte:: 5ES 112A3 -7120
T clephoiie: ';410!3(17 -6644 .:
lJF c"itrtile:' `.5611243 -71+66 :: .::';; Y :::::'_:_'.:
'.: ' , ., : ,' .: Facsititiie::'410/307- 6702' ,.: ..: :..• :.:':;',
This is counterpart •Nn, l of'2 serially numbered, manually executed counterpatts'of
this documcm. `1"o the extent that this Lease Agreement constitutes chattel paper
r..
under the Uniform Commercial Code, a security interest in this Lease Agrccrncnt
tray be created through the transfer and possession of Counterpart No. Ssmly,
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, ccrtifrcates, rideis or other docunxnts and insuvmcnts exrxute
" 'and delivered in connection with this Lease Agreement.
s tirz�ea:rirtte.racrGt aritau •" •
10
EQUIPMENT SCHEDULE NO. 02
TO LEASE NO, 02649
The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as of 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, warranti.es 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 terns capitalized in this Equipment Schedule but not defined herein shall have the meanings
assigned to them in the Agreement.
EQUIPMENT GROUP
The cost of the Equipment Group to be funded by Lessee under this Lease is $392,020.01 (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:
:Parking Meter equipment
Eighty Two (82) DS.gasoline Golf Cars with all attachments and accessories, S/N's:
AG1004- 073555, AG1004- 073556, AG1004- 073557, AG1004- 073558, AG1004- 073559, AG1004- 073560, AG1004- 073561,
AG1004- 073562, AG1004- 073563, AG1004- 073564, AG1004- 073565, AG1004- 073566, AG1004- 073567, AG1004- 073568,
AG1004- 073569, AG1004- 073570, AG1004- 073571, AG1004- 073572, AG1004- 073573, AG1004- 073574, AG1004- 073575,
AG1004- 073576, AG1004- 073577, AG1004- 073578, AG1004- 073579, AG1004- 073580, AG1004- 073581, AG1004- 073582,
AG1004- 073583, AG1004- 073584, AG1004- 073585, AG1004- 073586, AG1004- 073587, AG1004- 073588, AG1004- 073589,
AG1004- 073590, AG1004- 073591, AG1004- 073592, AG1004- 073593, AG1004- 073594, AG1004- 073595, AG1004- 073596,
AG1004- 073597, AG1004- 073598, AG1004- 073599, AG1004- 073600, AG1004- 073601, AG1004- 073602, AG1004- 073603,
AG1004- 073604, AG1004- 073605, AG1004- 073606, AG1004- 073607, AG1004- 073608, AG1004- 073609, AG1004- 073610,
AG1005- 074103, AG1005- 074104, AG1005- 0741.05, AG1005- 074106, AG1005- 074107, AG1005- 074108, AG1005- 074109,
AG1005- 074110, AG1005- 074111, AG1005- 0741.12, AG1005- 074113, AG1005- 074114, AG1005- 074115, AG1005- 074116,
AG1005- 074117, AG1005- 074118, AG1005- 0747.19, AG1005- 074120, AG1005- 074121, AG1005- 074122, AG1005- 074123,
AG1005- 074124, AG1005- 074125, AG1005- 074126, AG1005- 074127, AG1005- 074128
The Equipment Group is or will be located at the following address(es ). Prior to relocation of the Equipment Group or any
portion thereof during the Lease Term, Lessee will provide written notice to Lessor:
CITY OF DELRAY BEACH,
Name: Woodie McDuffie
Title: Mayor
Date:
Address: 100 NW 15t Avenue
Delray Beach, FL 33444
Telephone: 561/243 -7120
Facsimile: 561/243 -7166
9/ 12/2009: SQ -NESC. D0C/re v.51001c1c
Delray Beach Golf Club
2200 Highland Avenue
Delray Beach, FL 33445
SUNTRUST EQUIPMENT FINANCE &
LEASING CORP.,
Lessor
By: _
Name: Donald S. Keough
Title: Vice President
Date:
Address: 300 East Joppa Road, 7th Floor
Towson, MD 21286
Telephone: 41 0/307 -6648
Facsimile: 410/307 -6702
2
I W4 *I I 10 V
EQUIPMENT SCHEDULE NO. 02
TO LEASE NO. 02649
This is counterpart 02 of Cl) 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 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.
9/1212009:BQ-NESC.DOC/tvv.5/00/ek
Lease No.: 02649
Equipment Schedule: 02
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:
Parking Meter equipment
Eighty Two (82) DS gasoline Golf Cars with all attachments and accessories, S/N's:
AG1004- 073555, AG1004- 073556, AG1004- 073557, AG1004- 073558, AG1004- 073559, AG1004- 073560, AG1004- 073561,
AG1004-073562, AG1004- 073563, AG1004- 073564, AG1004- 073565, AG1004- 073566, AG1004- 073567, AG1004- 073568,
AG1004- 073569, AG1004- 073570, AG1004- 073571, AG1004- 073572, AG1004-073573, AG1004- 073574, AG1004- 073575,
AG1004- 073576, AG1004- 073577, AG1004073578, AG1004- 073579, AG1004- 073580, AG1004- 073581, AG1004- 073582,
AG1004- 073583, AG1004- 073584, AG1004- 073585, AG1004- 073586, AG1004- 073587, AG1004- 073588, AG1004- 073589,
AG1004- 073590, AG1004-073591, AG1004- 073592, AG1004- 073593, AG1004- 073594, AG1004- 073595, AG1004-073596,
AG1004- 073597, AG1004- 073598, AG1004- 073599, AG1004- 073600, AG1004- 073601, AG1004- 073602, AG1004 -073603,
AG1004- 073604, AG1004- 073605, AG1004- 073606, AG1004-073607, AG1004- 073608, AG1004- 073609, AG1004- 073610,
AG1005-074103, AG1005- 074104, AG1005-074105, AG1005- 07410, AG1005- 074107, AG1005- 074108, AG1005- 074109,
AG1005- 074110, AG1005- 074111, AG1005-074112, AG1005- 074113, AG1005- 074114, AG1005- 074115, AG1005- 074116,
AG1005- 074117, AG1005- 074118, AG1005- 074119, AG1005- 074120, AG1005- 074121, AG1005- 074122, AG1005- 074123,
AG1005- 074124, AG1005-074125, AG1005- 074126, AG1005- 074127, AG1005- 074128
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) off; 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,
Date:
8J1 v2 :BQ- NESC.aocrrev. sroorCk
Woodie McDuffie
Mayor
Lease No.: 02649
Equipment Schedule: 02
PAYMENT SCHEDULE
The Funding Date with respect to the above referenced Equipment Group shall be August 27, 2009. Lessor shall retain any
interest accruing between the Funding Date and the closing date. The Annual Interest Rate applicable to the Equipment Group shall be
2.76%. Lessee will make Rental Payments each consisting of Principal and Interest as set forth below for a term of 4 years. The first
Rental Payment is due on September 27, 2009 and subsequent payments are due monthly on like date thereafter.
Principal Prepayment
Date
Payment
Principal
Interest
Balance
Price*
8/27/2009
$0.00
$0,00
$0.00
$392,020.01
$403,780.61
9/27/2009
$8,635.60
$7,733.91
$901.69
$384,286.10
$395,814.68
10/27/2009
$8,635.60
$7,751.70
$883.90
$376,534.39
$387,830.42
11/27/2009
$8,635.60
$7,769.53
$866.07
$368,764.86
$379,827.81
12/27/2009
$8,635.60
$7,787,40
$848.20
$360,977.46
$371,806.78
1/27/2010
$8,635.60
$7,805.32
$830.28
$353,172.14
$363,767.30
2/27/2010
$8,635.60
$7,823.27
$812.33
$345,348.87
$355,709.34
3/27/2010
$8,635.60
$7,841.26
$794.34
$337,507.61
$347,632.84
4/27/2010
$8,635.60
$7,859.30
$776.30
$329,648.31
$339,537.76
5/27/2010
$8,635.60
$7,877.38
$758.22
$321,770.94
$331,424.07
6/27/2010
$8,635.60
$7,895.49
$740.11
$313,875.44
$323,291.70
7/27/2010
$8,635.60
$7,913.65
$721.95
$305,961.79
$315,140.64
8/27/2010
$8,635.60
$7,931.86
$703.74
$298,029.93
$306,970.83
9/27/2010
$8,635.60
$7,950.10
$685.50
$290,079.83
$298,782.22
10/27/2010
$8,635.60
$7,968.39
$667.21
$282,111.44
$290,574.78
11127/2010
$8,635.60
$7,986.72
$648.88
$274,124.73
$282,348.47
12/27/2010
$8,635.60
$8,005.09
$630.51
$266,119.64
$274,103.23
1/2712011
$8,635.60
$8,023.50
$612.10
$258,096.14
$265,839.02
2/27/2011
$8,635.60
$8,041.95
$593.65
$250,054.19
$257,555.82
3/27/2011
$8,635.60
$8,060.45
$575.15
$241,993.74
$249,253.55
4/27/2011
$8,635.60
$8,078.99
$556.61
$233,914.75
$240,932.19
5/27/2011
$8,635.60
$8,097.57
$538.03
$225,817.18
$232,591.70
6/27/2011
$8,635.60
$8,116.20
$519.40
$217,700.98
$224,232.01
7/27/2011
$8,635.60
$8,134.87
$500.73
$209,566.11
$215,853.09
8/27/2011
$8,635.60
$8,153.58
$482.02
$201,412.54
$207,454.92
9/27/2011
$8,635.60
$8,172.33
$463.27
$193,240.21
$199,037.42
10127/2011
$8,635.60
$8,191.13
$444.47
$185,049,08
$190,600.55
11127/2011
$8,635.60
$8,209.97
$425.63
$176,839.11
$182,144.28
12/27/2011
$8,635.60
$8,228.85
$406.75
$168,610.26
$173,668.57
1127/2012
$8,635.60
$8,24778
$387.82
$160,362.48
$165,173.35
2/27/2012
$8,635.60
$8,266.75
$368.85
$152,095.73
$156,658.60
3/27/2012
$8,635.60
$8,285.76
$349.84
$143,809-96
$148,124.26
4/27/2012
$8,635.60
$8,304.82
$330.78
$135,505.14
$139,570.29
5/27/2012
$8,635.60
$8,323.92
$311.68
$127,181.22
$130,996.66
6/27/2012
$8,635.60
$8,34107
$292.53
$118,838.15
$122,403.29
7/27/2012
$8,635.60
$8,362.26
$273.34
$110,475.89
$113,790.17
8/27/2012
$8,635.60
$8,381.49
$254.11
$102,094.39
$105,157.22
9/27/2012
$8,635.60
$8,400.77
$234.83
$93,693.62
$96,504.43
10/27/2012
$8,635.60
$8,420.10
$215.50
$85,273.52
$87,831.73
11/27/2012
$8,635.60
$8,439,46
$196.14
$76,834.06
$79,139.08
12/27/2012
$8,635.60
$8,458.87
$176.73
$68,375.19
$70,426.45
1/27/2013
$8,635.60
$8,478.33
$157.27
$59,896.86
$61,693.77
9/12/20W:BQ-NESC.DOC/mv.5/00/cle
2/27/2013
$8,635.60
$8,497.83
$137.77
$51,399.03
$52,941.00
3/27/2013
$8,635.60
$8,517.38
$118.22
$42,881.65
$44,168.10
4/27/2013
$8,635.60
$8,536.97
$98.63
$34,344.68
$35,375.02
5/27/2013
$8,635.60
$8,556.60
$79.00
$25,788.08
$26,561.72
6/27/2013
$8,635.60
$8,576.28
$59.32
$17,211.79
$17,728.14
7/27/2013
$8,635.60
$8,596.01
$39.59
$8,615.78
$8,874.25
8/27/2013
$8,635.60
$8,615.78
$19.82
$0.00
$0.00
Totals
$414,508.80
$392,020.01
$22,488.79
* After payment of Rental Payment due on such date.
9/12/2009:BQ-NESC.DOCtmv3 /00/Ck
[Non- Escrow]
TAX AGREEMENT AND ARBITRAGE CERTIFICATE
EXHIBIT B-1
Lease Number: 02649
Equipment Schedule: 02
This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by CITY OF DELRAY BEACH
("Lessee") in favor of SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ("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 General.
1.1 This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the
financing of certain equipment (the "Equipment") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the
Equipment Schedule referenced above (the "Equipment Schedule") executed under the Agreement (together with all related documents
executed pursuant thereto and contemporaneously herewith, the "Financing Documents"). As described in the Financing Documents,
Lessor shall apply $392-020.01 (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").
I.S. Lessee has not issued, and reasonably anticipates that it and its subordinate entities, if any, will not issue, tax-exempt obligations
(including the Lease) in the amount of more than $30,000,000 during the current calendar year. Lessee hereby designates the Lease as a
"qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code and agrees that it and its subordinate entities, if any,
will not designate more than $30,000,000 of their obligations as "qualified tax-exempt obligations" during the current calendar year.
Section 2. Non - Arbitrage Certifications.
2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or an
account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the payment
of the Rental Payments due under the Financing Documents or pledged as security therefor.
2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within
fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of
financing with the Financing Documents 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 My expended for payment of the costs of acquiring, equipping and installing the
Equipment.
2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than
the final Payment Date under the Financing Documents.
Section 3. Disbursement of Funds; Reimbursement to Lessee.
3.1 It is contemplated that the entire Principal Amount will be used to pay the acquisition cost of Equipment to the vendors or
manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for
acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied.
3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following
conditions have been satisfied:
8/I2/20MBAC�-NESC,DOC/rev.5/00/clo
(a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150-2 (the
"Declaration of Official Intent"), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion
of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the
Declaration of Official Intent;
(b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the
expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service;
(c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly
chargeable to a capital account under general federal income tax principles; and
(d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an
artifice or device under Treasury Regulation § 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate
requirements.
Section 4. Use and Investment of Funds; 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 (951/6) 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 5. No Private Use, No Consumer Loan.
5.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than
ten (10%) of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten
percent (10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or
to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of
property or borrowed money used or to be used for a Private Business Use.
In addition, if both (A) more than five percent (5%) of the Principal Amount is used as described above with respect to Private
Business Use and (B) more than five percent (5%) of the Principal Amount plus interest earned thereon is secured by Private Business Use
property or payments as described above, then the excess over such five percent (50/*) (the "Excess Private Use Portion") will be used for a
Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will
not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use
Portion is related. For purposes of this paragraph 5.1, "Private Business Use" means use of bond proceeds or bond financed-property
directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural
person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public.
5.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non-
governmental entities or to any governmental agencies other than Lessee,
Section 6. No Federal Guarantee.
6.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by
the United States or an agency or instrumentality thereof.
6.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of
which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (H) 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.
&/JV2009:BQ-NESCPWrev.5/001c1c
Section 7. Miscellaneous.
7.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance
satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as
Lessee's agent for such purpose.
7.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings
thereon for a period of five years after payment in full under the Financing Documents.
7.3. To the best 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 August
72009.
CITY OF DELRAY
By: \J T�§M A
Name: Woodie McDuffie
Title: Mayor
8112/2OD9:BQ-NESC,DOCtrey.5/00/CAc
[Non-Escrow]
M1 -9 -9 0101 a - =1 I I =1 I MI �
ILA M91 MINI 019KII KiKSITA 01,40 WIMAJ 11
Lease Number: 02649
Equipment Schedule: 02
At a duly called meetin of the governing body of Lessee held in accordance with, all applicable legal requirements, including open
meeting laws, on the -M oaf
of A LI AD6the following resolution was introduced and adopted:
0
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE AGREEMENT, EQUIPMENT
SCHEDULE NO. 02 AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION
THEREWITK
WHEREAS, the governing body of CITY OF DELRAY BEACH ("Lessee ") desires to obtain certain equipment (the "Equipment")
described in Equipment Schedule No. 02 to the Master Lease Agreement (collectively, the "Lease") with SUNTRUST EQUIPMENT
FINANCE & LEASING CORP., 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
WBEREAS, 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 EQUIPMENT FINANCE & LEASING CORP. 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 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 City Clerk 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 father certifies that the above resolution has not been repealed or amended and remains in fall 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.
-iNPF
Date: Angus 2009 CrVV'O MY6—Y—BTEXG�\�,
August
By: N
Name:
Title:
Attested By:
Name: Chevil-le Nubin
Title: Cites Clerk
8/1212009:BQ-NESC.DOCfmv.5/OWcic
MA8111318
Lease No.: 02649
Equipment Schedule: 02
INCUMBENCY CERTIFICATE
I do hereby certify that I am the duly elected or appointed and acting Ci!y C1 k of CITY OF DELRAY BEACH, 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 authentic v that (i) the signatures set opposite their respective names and titles are their true and an entic 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 EQUIPMENT FINANCE & LEASING CORP..
Woodie McDuffie Mayor
TITLE
8�-
IN WITNESS VVIIEREOF, I have duly executed this certificate as of this \ "4 day of August 2009.
By-%mss .� ) ",,r J
Name: Chevelle Nubin
Title: City Clerk
8/1212009 BQ-NESC.DOC1rcv.5100/c1c 10
4
E11,07 [U), RIF 1 1 [ISE FIIITI�-��1311 F-fliRRLEN
200 \A-V j,,o AVENI 1E, DIELPA)'BE�ACH, FL(M lDi- 3.�11,44
CITY ATTORNEY'S OFFICE T0.1-'PHONNE: W'/24". �ok)(j - 11-1- 56 1 /171'-411
WRITER'S DIRECT LINE: 561/243-7091
DELRAY BEACH
F L 0 R I G A
b3ftd EXHIBIT E
All - America City
August 27, 2009
1993
2001 SunTrust Equipment Finance & Leasing Corp.
300 East Joppa Road, 7th Floor
Towson, Maryland 21286
Subject: Master Lease Agreement dated as of May 20, 2004 (the
"Agreement") by and between SUNTRUST EQUIPMENT FINANCE
& LEASING CORP. ("Lessor") and 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. 02 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.
SunTrust Equipment & Leasing Corp.
August 27, 2009
Page 2
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 to the best of my knowledge.
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. Resolution No. 36-09 of the governing body of Lessee was duly and validly
adopted by such governing body on August 18, 2009, 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.
Sincerely,
OFFICE OF THE CITY ATTORNEY
CITY OF DELRAY BEACH, FLORIDA
By:
R. Brian Shutt, Esq.
City Attorney
EXHIBIT G-1
Lease No.: 02649
Equipment Schedule: 02
DATE: August 27, 2009
TO:
Insurance Agent Name & Address
Phone Number and Fax Number
Gentlemen:
CITY OF DELRAY BEACH has entered into a Master Lease Agreement dated as of May 20, 2004 with SUNTRUST
EQUIPMENT FINANCE & LEASING CORP.. In accordance with the Agreement, Lessee certifies that it has instructed the insurance
agent named above to issue:
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long Form
Loss Payable Clause naming SunTrust Equipment Finance & Leasing Corp. and/or its assigns as Loss Payee.
b. Public Liability Insurance evidenced by a Certificate of Insurance.
The Coverage Required is $392,020.01
The following minimum coverage is required:
Liability: $ 500,000.00 per person
Liability - Bodily Injury: $1,000,000.00 aggregate
Liability - Property Damage: $1,000,000.00 property damage liability
PROPERTY: Parking Meter equipment
Eighty Two (82) DS gasoline Golf Cars with all attacbments and accessories, S/N's:
AG1004- 073555, AG1004- 073556, AG1004- 073557, AG1004- 073558, AG1004- 073559, AG1004- 073560, AG1004- 073561,
AG1004- 073562, AG1004- 073563, AG1004- 073564, AG1004- 073565, AG1004- 073566, AG1004- 073567, AG1004- 073568,
AG1004- 073569, AG1004- 073570, AG1004- 073571, AGl004- 073572, AG1004073573, AG1004-073574, AG1004- 073575,
AG1004- 073576, AG1004- 073577, AG1004- 073578, AG1004-073579, AGI004- 073580, AG1004- 073581, AG1004-073582,
AG1004- 073583, AG1004- 073584, AG1004- 073585, AG1004- 073586, AG1004- 073587, AG1004- 073588, AG1004- 073589,
AG1004- 073590, AG1004- 073591, AG1004- 073592, AG1004- 073593, AG1004- 073594, AG1004- 073595, AG1004- 073596,
AG1004- 073597, AG1004-073598, AG1004- 073599, AG1004- 073600, AG1004- 073601, AG1004- 073602, AG1004- 073603,
AG1004- 073604, AG1004-073605, AG1004- 073606, AG1004- 073607, AG1004- 073608, AG1004- 073609, AG1004- 073610,
AG1005- 074103, AGI005- 074104, AG1005- 074105, AG1005- 074106, AG1005- 074107, AG1005- 074108, AGI005- 074109,
AG1005- 074110, AGI005- 074111, AG1005- 074112, AG1005- 074113, AG1005- 074114, AGI005-074115, AGI005- 074116,
AG1005- 074117, AG1005- 074118, AG1005- 074119, AGI005- 074120, AG1005- 074121, AG1005- 074122, AG1005- 074123,
AG1005- 074124, AG1005- 074125, AG1005- 074126, AG1005- 074127, AG1005- 074128
LOCATION: Delray Beach Golf Club: 2200 Highland Avenue, Delray Beach, FL 33445
Upon issuance of the coverage outlined above, please mail a certificate of insurance to SunTrust Equipment Finance &
Leasing Corp., 300 East Joppa Road, 7a` Floor, Towson, Maryland 21286.
Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated.
Very truly yours,
Name: Woodie McDuff
Title: ��� tM,ayor
Date: t1t 1�t1i1+
fW4111
Lease Number: 02649
Equipment Schedule: 02
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 EQUIPMENT FINANCE & LEASING CORP., as Lessor (the "Lessor"), and the lessee identified below, as Lessee (the
"Lessee"), Lessee warrants and represents to Its" the following information. The terms capitalized herein but not defined herein shall
have the meanings assigned to them in the Agreement
1. Prop" Insurance.
a. Lessee is self-insured fo e or destruction to the Equipment
YES NO . (circle one)
If yes, the dollar amountt eifor property damage to the Equipment under the Lessee's self-irwarance program is $-9-40"
In. The Lessee maintains an umbrella insurance policy for chains in excess of Lessee's self - insurance limits for property damage
to the Equipment as in ove.
YE NO (circle one)
Ifyes, ft umbrella es coverage for all risk property damage.
YES NO {circle one)
ty (
If yes, the dollar limit 4f�bbrero damage to the Equipment under such umbrella policy is $ 30 MA
2. Vabilftykneance.
a. Lessee is self insured for li for injury or &-A of any person or damage or loss of property arising out of or relafirg, to
the condition or operati of Equipment.
YES NO (circle one)
3r ity claims under the Lessee's self-insurance program is $. Lfoo
If yes, the dollar limit for
b. The Lessee maintains ammu b Ila insurance policy for claim in excess of Lessee's self - insurance limits for liability
'an
including injury or dea or damage to property as indicated above.
YES NO (circle ow)
o,�U 'Ades
Ifyes, the umbrella poly coverage for liabilities for injury and death to persons as well as damage or loss of
property wising out of r rel i to the condition or operation of the Equipment.
YES NO (circle one)
If yes, the dollar amount of the umbrella policy's limits for such liability coverage is $ 5M.
3A. &V—nsurance Fund.
a. Lessee maintains a -insuran fiord.
YES NO (circle one)
If yes, please complte�7:0�,4
"o
Monies in the self-hisuranc-0 0 are SU13 r to annual appropriation.
YES NO (circle one)
The total amount maintained in ithc-umsuraftee fund to cover Lessee's self-insurance liabilities is $
b. Amounts paid from, the Lessees self -' Ltd subject for each claim.
YES NO (circle one)
. is
If yes, the dollar amount of limit per claim is
13
38. h Set rgncg rcrrd � A7
a. If Lessee does not maintain a self hmmee fimd,'please complete the following:
Lessee obtains fiords to pay claims for which it has self-insured from the foll6ving sources:
b. The limitations on the amounts payable for claims from the above sources are as follows:
4. �rethorFix.
a. The following entity or officer has authority to authorize payment for claim: t OA-2-
b. In the event the officer ed in the prior response denies payment of a clam_ , does the claimant have recourse to
another administrati officer, agen or the courts?
YES NO (circle one)
If yes, to wh claimant have recourse?
5. CEfrAcates
Attached hereto are copies of certificates of insurance with respect to policies mined 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.
DELRAY
Telephone: 561/243-7120
Facsimile: 5611243-7166
Aftacbment
I/IZI0"SQ-M=D0cfMV,Sdw* 14
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
ADDENDUM TO EQIjIPMENT SCHEDULE NO. 02
TO MASTER LEASE AGREEMENT (LEASE NO. 02649)
RELATING TO SELF-INSURANCE
THIS ADDENDUM is made as of August 27, 2009, between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. (the
"Lessor") and CITY OF DELRAY BEACH (the " "Lessee ").
Recitals
A. Lessor and Lessee have entered into a Master Least: Agreement dated as of May 20, 2004 (the "Agreement").
B. Lessee desires to lease equipment described in Equipment Schedule No. 02 to the Agreement (the "Equipment") and Lessee has
requested that Lessor lease such Equipment to Lessee.
C. With respect to Equipment Schedule No. 02, Lessee has requested that Lessor permit it to provide self-insurance for liability claims and.
property damage.
D. Lessor is willing to grant Lessee's request subject to the following terms and conditions.
NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and in the Agreement, it is
hereby agreed as follows:
1. The terms capitalized in this Addendum but not defined herein shall have the meanings assigned to them in the Agreement.
2. Lessee hereby represents and warrants that all representations and warranties contained in the Agreement are true and correct
as of the date hereof and that neither a Non-Appropriation nor any Event of Default or event which, with the passage of time or giving of
notice or both, would constitute an Event of Default has occurred under the Agreement.
3. All other terms and conditions of the Agreement not specifically amended by this Addendum shall remain in full force and
affect and are hereby ratified and confirmed by Lessee,
4. Lessee represents and warrants that all representations and warranties contained in the Questionnaire for Self- Insurance to
Master Lease Agreement (the "Questionnaire") are true and correct as of the date hereof.
5. Lessor acknowledges receipt of the Questionnaire and, in reliance upon the infort-nation 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. 02 through self-
insurance.
6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 02 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 obtabi
insurance in compliance with Section 7.1, 7.2 and 73 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 DELRAY BEACH,
13��y:
Name, Woodie McDuffie
Title: Mayor
Date: a "
9/1 2/2009.,BQ-NESC.DOCtrev.5/00/cic 15
SUNTRUST EQUIPMENT FINANCE &
LEASING CORP.,
Lessor
By:
Name: Donald S. Keough
Title: Vice President
Date:
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
ADDENDUM TO EQUIPMENT SCHEDULE NO. 02
TO MASTER LEASE AGREEMENT (LEASE NO. 02649)
RELATING TO SELF-INSURANCE
This is counterpart � of � serially numbered, manually executed counterparts of this
document. To the extent that this Lease Agreement constitutes chattel paper under the
Uniform Commercial Code, a security interest in this Lease Agreement may be created
through the transfer and possession of Counterpart No. 1 only, without the need to
transfer possession of any other original or counterpart or copy of any exhibits, addenda,
schedules, certificates, riders or other documents and instruments executed and delivered
in connection with this Lease Agreement.
8112/2009:BQ-NESC-DOC/rev.5/Mtic 17
[PAGE TO BE REPLACED BY UCC FINANCING STATEMENT]
N/A - UCC'S NOT FILED IN FLORIDA
8/)2120W:BQ-NESC.DWrev.5/Wcic 16
N/A — UCC'S NOT FILED IN FLORIDA
SCHEDULE A TO FINANCING STATEMENT OF
CITY OF DELRAY BEACH, AS DEBTOR, AND
SUNTRUST EQUIPMENT FINANCE & LEASING CORP., AS SECURED PARTY
Continuation of Collateral Description
The financing statement to which this Schedule A is attached covers the types of property described on the face of such
financing statement and all of the Debtor's right, title and interest in and to (collectively, the "Collateral"):
(a) the equipment described in Equipment Schedule No. 01 dated as of [DATE] (the "Equipment Schedule") to the Master
Lease Agreement dated as of [DATE] (the "Agreement," and together with the Equipment Schedule, the "Lease") between Debtor, as
lessee, and Secured Party, as lessor, as such Lease may be amended, modified or supplemented from time to time; and
(b) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch
cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral
equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(c) to the extent not included in the foregoing, all repairs, replacements, substitutions and modifications and all proceeds and
products of any or all of the foregoing, whether existing on the date hereof or arising hereafter.
8112nOO9:BQ-NESC.DOC/rev.5/00/Clc 17
Form 8038-6 Information Return for Tax-Exempt Governmental Obligations
► Under Internal Revenue Code section 149(e) OMB No. 1545-0720
(Rev. November 2000) 1* See separate Instructions.
Department of the Treasury
Internal Revenue Service Caution: Caution: If the issue price is under $100,000, use Form 8038-GC.
HOM Rencirtina Authority If Amended Retum, check here 10-
1
Issuer's name
2 Issuer's employer identification number
12
City of Delray Beach
59; 6000308
3
Number and street (or P.O. box if mail is not delivered to street address)
Room/suite
4 Report number
❑ Public safety. . . . . . . . . . . . . . . . . . . .
100 NW 1st Avenue
15
3 04-01
5
City, town, or post office, state, and ZIP code
❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . .
6 Date of issue
17
Delray Beach, FL 33444
17
08/24/2009
7
Name of issue
19
8 CUSIP number
Master Lease Agreement No. 02649, Equipment Schedule No. 02
If obligations are in the form of a lease or installment sale, check box . . . . . . Do"o
N/A
9
Name and title of officer or legal representative whom the IRS may call for more information
0 Telephone number of officer or legal representative
(a) Final maturity date
Woodie McDuffie, Mayor
P ( 561 ) 243-7120
INMII Tvpe of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule
11
1:1 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
0 Other. Describe P, Parking Meters and Golf Carts
18
19
If obligations are TANS or RANs, check box ► ❑ If obligations are BANS, check box 00, ❑
20
If obligations are in the form of a lease or installment sale, check box . . . . . . Do"o
Description Obligations. Complete r the entire issue for which this form is bei q
(a) Final maturity date
(b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
21:
0812712013
$ 392,020.01
$ 392,020.01
4 years
Uses of Proceeds of Bond Issue (including underwriters' discount)
filed.
(e) Yield
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . 22
23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . 23 392,020.01
24 Proceeds used for bond issuance costs (including underwriters' discount) 24
25 Proceeds used for credit enhancement . . . . . . . . . . . 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to currently refund prior issues . . . . 27
28 Proceeds used to advance refund prior issues . . . . 28
29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . 29
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter arnount*here) 30 392,020.01
Description of Refunded Bonds (Complete this part only for refunding bonds.)
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . 1110. years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . No- years
33 Enter the last date on which the refunded bonds will be called . . . . . . . . . . . Do.
34 Enter the date(s) the refunded bonds were issued Io-
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a
b Enter the final maturity date of the guaranteed investment contract ► W0/1
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the
issuer lip- and the date of the issue 01-
38 If the issuer has designated the issue under section 265(b)(3)(13)(i)(111) (small issuer exception), check box 11.0
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . 0-0
40 If the issuer has identified a hed the _ bo 00.0
Unde4lefnaltD'— of perjury, I d mined this return and accompanying schedules and statements, and to the best of my knowledge
and co
lie, that Ilk I mil
and the are true, cor t, mplaA
Sign
Here aAAALL4 4die McDuffie, Mayor
)II' lil Signature authorized live Daw r Type or print name and title
For Paperwork Reduction Act Notice, see pfigeAofoe Instructions. Cat. No. 637735 Form 8038-G (Rev. 11-2000)
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
AMENDMENT NO. 01
AMENDMENT TO LEASE DOCUMENTS
THIS AMENDMENT TO LEASE DOCUMENTS dated as of this day of August, 2009 (this "Amendment "), by and
among SUNTRUST EQUIPMENT FINANCE & LEASING CORP., (a wholly owned subsidiary of SUNTRUST LEASING
CORPORATION), its present and future affiliates and their successors and assigns ( "Lessor "), and CITY OF DELRAY
BEACH its successors and permitted assigns ( "Lessee "), amends that certain Master Lease Agreement No. 02649,
dated as of May 20, 2004 (the "Lease "), all of the Equipment Schedules or Promissory Notes entered into pursuant
thereto and all of the other documents and agreements entered into in connection therewith by and between SunTrust
Leasing Corporation and Lessee, as amended or otherwise modified (hereinafter collectively referred to as the "Lease
Documents "). The capitalized terms used herein but not otherwise defined herein shall have the respective meanings
given them in the Lease Documents or the other, documents referred to therein.
RECITALS
WHEREAS, effective .12:00 a.m. Eastern Time on January 1, 2008 ( "Effective Date "), SUNTRUST LEASING
CORPORATION, has transferred substantially all of its rights, interests, obligations, assets and liabilities to its wholly owned
subsidiary SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and the parties desire to amend all of the Lease
Documents to reflect the name of SunTrust Equipment Finance & Leasing Corp. as the Lessor.
NOW, THEREFORE, in consideration of the foregoing premises and such other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
1. AMENDMENT. Each of the Lease Documents, together with any other agreement, document, exhibit, schedule, note or
annex delivered in connection with any of the same, is hereby revised (which revision shall be deemed effective upon and at
all times after the Effective Date) so that any and all references therein to "SUNTRUST LEASING CORPORATION shall be
replaced with "SUNTRUST EQUIPMENT FINANCE & LEASING CORP."
2. COVENANTS. Upon the execution of this Amendment, Lessor will promptly execute Uniform Commercial Code
Statements of Amendments and any other filings and recordings, together with such further documents, instruments and
assurance and take such further action as Lessor may deem necessary in order to carry out the intent and purpose of this
Amendment.
3. MISCELLANEOUS. This Amendment shall hereafter amend and constitute a part of each of the Lease Documents
referenced herein. Except as expressly provided herein, the terms and conditions of each such Lease Document remains
unmodified and in full force and effect. This Amendment shall be governed by and in accordance with the laws of the Lease
Documents. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to Lease Documents to be executed as of the date first
above written.
(Amend- SunTrust- Lease -no guarantor) (02100)
SUNTRUST EQUIPMENT FINANCE &
LEASING CORP.,
Lessor
By:
Name: Donald S. Keough
fS�EAL
Title:- Vice President
CITY OF DELRAY BEACH
Lessee
This is counterpart -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. 1 only, without the need to transfer
possession of any other 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.
MAK:3$7245.3:0&12/09
K
AMENDMENT NO, 02
AMENDMENT TO THE MASTER LEASE_
THIS AMENDMENT TO THE MASTER LEASE dated as of this day of August, 2009 (this uAmendment"), by and
among SUNTRUST EQUIPMENT FINANCE & LEASING CORP., its present and future affiliates and their successors
and assigns ("Lessor"), and CITY OF DELPJ\Y BEACH its successors and permitted assigns ("Lessee"), amends that
certain Master Lease Agreement No. 02649, dated as of May 20, 2004 (the "Agreement"), by and between SunTrust
Equipment Finance & Leasing Corp. and Lessee, as amended or otherwise modified. The capitalized terms used herein
but not otherwise defined herein shall have the respective meanings given them in the Agreement.
RECITALS
NOW, THEREFORE, in consideration of the foregoing premises and such other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
1. AMENDMENT. The Master Lease Agreement is hereby revised as follows:
The following paragraph shall be added as Section 13.11 of the Agreement:
Section 13.11. USA Patriot Act Compliance Notification. Along with all other U.S. Financial institutions, Lessor began
complying with Section 326 of the USA Patriot. Act effective October 1, 2003. Designed to assist the government in
preventing the funding of terrorist and money laundering activities, this section of the USA Patriot Act requires Lessor to
know the business and municipal entities that are new to SUNTRUST EQUIPMENT FINANCE & LEASING CORP.. To
accomplish this Lessor will obtain, verify and record information that identifies business and/or municipal entities that open
new accounts, lease-purchase, or finance equipment or capital improvements with the Lessor. What this means to the
Lessee: when Lessee opens its account or lease/loan with Lessor, Lessor will ask Lessee for its correct and full legal
business/municipal name, physical address, taxpayer identification number and other information that will allow for Lessor,
to verify Lessee's identity. The information requested may include documents, such as statutes, resolutions, and your
charter, Articles of Incorporation, and/or other formative documents as may be reasonable and/or customary for Lessee's
entity type which will verify the identifying information Lessee is giving the Lessor.
2. MISCELLANEOUS. This Amendment shall hereafter amend and constitute a part of the Agreement referenced herein.
Except as expressly provided herein, the terms and conditions of such Agreement remains unmodified and in full force and
effect. This Amendment shall be governed by and in accordance with the laws of the Agreement. This Amendment may be
executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to Lease Documents to be executed as of the date first
above written.
(Amend-SunTrust-Lease-no guarantor) (02/0)
SUNTRUST EQUIPMENT FINANCE &
LEASING CORP.,
Lessor
fSEAL1
Name: Donald S. Ke—ouah-
Title: Vice President
CITY OF DELRAY BEACH
Lessee
This is counterpart P of Q serially numbered, manually executed counterparts of this document. To the extent that this
Lease Agreement constitutes chattel paper under the Uniform Commercial Code, a security interest in this Lease
Agreement may be created through the transfer and possession of Counterpart No. 1 only, without the need to transfer
possession of any other original or counterpart or copy of any exhibits, addenda, schedules, certificates, riders or other
documents and instruments executed and delivered in connection with this Lease Agreement.
K
■ j • J •
•
PAY PROCEEDS LETTER I DISBURSEMENT AUTHORIZATION
August 27, 2009
SunTrust Equipment Finance & Leasing Corp.
300 E. Joppa Road, 7th Floor
Towson, MD 21286
Gentlemen:
In connection with the certain Equipment Schedule No. 02 between SUNTRUST EQUIPMENT FINANCE &
LEASING CORP. ( "Lessor") and CITY OF DELRAY BEACH ( "Less(;e"), pursuant to that certain Master Lease Agreement
dated as of May 20, 2004, between Lessor and Lessee (the "Lease "), Lessee hereby authorizes and directs Lessor to pay
for the equipment, covered under the above referenced Schedule, VIA WIRE TRANSFER as follows:
Destination Information:
Bank Name
Bank ABA Number
Account Number
Account Name
Attention
Dollar Value
Reference
Bank Name
Bank ABA Number
Account Number
Account Name
Attention
Dollar Value
Reference
Wachovia Bank N.A.
053000219
2018680831249
Club Car Inc.
0.0
City of Delray :- golf carts
Bank of America
026009593
1451029661
City of Delray Beach
Becky O'Connor 561- 243 -7120
$260,600.00
Reimbursement on parking meters
TOTAL DISBURSEMENTS: $392,020.01
Lessee acknowledges delivery, acceptance and good working order of all the Equipment. Lessee warrants that
payment to the persons of the amounts described above constitutes full and final payment to all persons necessary so that
the Equipment is fully paid for and shall be owned by Lessor free of all liens and encumbrances.
PAY PROCEEDS r DISBURSEMENT (11199)
Internal Revenue Cade 1031-