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HomeMy WebLinkAboutCity of Tamarac Resolution R-98-086Temp. Resolution #8172 March 12, 1998 Page 1 1 CITY OF TAMARAC RESOLUTION NO. R-98- S(� A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE A LEASE - PURCHASE TRANSACTION, UNDER THE TERMS OF THE MASTER LEASE -PURCHASE AGREEMENT DATED APRIL 11, 1997 BETWEEN SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, AND THE CITY OF TAMARAC, FLORIDA, IN THE AMOUNT OF $225,461 FOR THE PURCHASE OF AN INTEGRATED SECURITY MANAGEMENT SYSTEM FOR CITY FACILITIES; APPROVING THE LEASE -PURCHASE DOCUMENTS; MAKING REQUIRED "NEGOTIATED SALE" FINDINGS; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Commission approved on September 22, 1997, Resolution No. R-97-214, for the adoption of the Capital Improvement Program, which included the purchase of an Integrated Security Management System for City Facilities; and WHEREAS, the City Commission of the City of Tamarac has approved Temporary Resolution No. 8169 which authorizes the purchase of the Integrated Security Management System for City Facilities; and 1-1 Temp. Resolution #8172 March 12, 1998 Page 2 WHEREAS, a lease -purchase transaction to fund the purchase of the Integrated Security Management System for City Facilities is an appropriate and financially prudent method of purchasing said item; and WHEREAS, the Purchasing and Contracts Manager and the City's financial advisor, Public Financial Management, Inc. (PFM), believe that a new solicitation for proposals would not materially alter the original rankings from the competitive selection process for qualified financial lending institutions conducted on February 10, 1998 (Letter of Interest number 98-L-14); and WHEREAS, SunTrust Bank's original proposal provides a fair and equitable rate for the City's financing of the Integrated Security Management System for City Facilities; and WHEREAS, SunTrust Bank has accepted extending their original terms and conditions to the lease -purchase transaction for the purchase of the Integrated Security Management System for City Facilities; and WHEREAS, it is the recommendation of the Assistant City Manager/Director of Finance and the City's financial advisor, PFM, that a five year lease -purchase plan be awarded to SunTrust Bank based on its competitive financial plan having an advantageous interest rate and cost to the City; and WHEREAS, State law requires that certain "negotiated sale" findings be made by the City Commission in connection with this lease -purchase transaction; and 1 Temp. Resolution #8172 March 12, 1998 Page 3 WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interest of the citizens and residents of the City of Tamarac to execute a lease -purchase transaction with SunTrust Bank for the purchase of an Integrated Security Management System for City Facilities. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: Section 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this resolution. Section 2: The appropriate City Officials are hereby authorized to enter into a lease -purchase transaction with SunTrust Bank, Central Florida, National Association for the principal amount, interest rate and other repayment terms set forth in the SunTrust proposal provided as EXHIBIT I. Section 3: The lease documents, in substantially the form, provided in EXHIBIT II are hereby approved, and the City Commission hereby authorizes and directs the Mayor and the City Clerk to execute any such documents to which the City is a party together with any additional documents and certificates as are necessary and appropriate to carry out the intent hereof. Section 4: Pursuant to Florida Statutes, Section 218.385, the City Commission hereby declares that it is in the best interest of the City that the subject lease be "negotiated" with SunTrust Bank rather than offered for public sale by competitive bid because a public sale would not, in all likelihood, result in more favorable terms due to I - 1 Temp. Resolution #8172 March 12, 1998 Page 4 the size and nature of the lease financing and the fact that the City has solicited and received competitive proposals from various financial institutions on February 10, 1998. Section 5: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 6: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or in application, it shall not affect the validity of the remaining portion or applications of this Resolution. Section 7: This Resolution shall become effective immediately upon its adoption. yy� PASSED, ADOPTED AND APPROVED this 25 day of ; , 1998. ATTEST: CAROL GO CMC/AAE CITY CLER I HEREBY CERTIFY that I have approved this Resolutiop as MI ELL S. KRAF CITY ATTORNEY JOE r r ER MAYOR RECORD OF COMMIS; MAYOR SCHREIBER DIST 1: COMM. Mc;KAYE DIST 2: WM MISHKIN DIST 3: COMM. SULTANOF DIST 4: COMM. ROBERTS VOTE • TABLE OF CONTENTS EXHIBIT I TEMP RESO #8172 LEASE -PURCHASE TRANSACTION ACCEPTANCE MASTER LEASE -PURCHASE AGREEMENT • AMORTIZATION SCHEDULE ---- Aggregate Of Lending Loans - r� • u date Mar-27-98 Mar-27-99 Mar-27-00 Mar-27-01 Mar-27-02 TOTAL Prepared Mar-13-1998 9:39 by .................................... Denise Beauchamp Parameter filename .................................................. Tamarac 3/98 Parameter path.......................................................... c:\ivory\ Aggregate average life ................................................. 2.558 years Rate..............................................................4.74112491% Starting Debt Balance TakeDowns Service Interest Principal 0,00 225,461.00 49,363,33 0.00 49363.33 225,461.00 49,363.33 0.00 49,363.33 176,097.67 0,00 49,363.33 8,349.01 41,014,32 0.00 49,363,33 8,349.01 41,014.32 135,083.35 0,00 49,363.33 6,404.47 42,958.86 0.00 49,363.33 6,494.47 42,958.86 92,124,49 0.00 49,363.33 4,367.74 44,995,59 0.00 49,363,33 4,367,74 44,995.59 47,128,89 0,00 49,363.33 2,234.44 47,128.89 0.00 49,363,33 2,234.44 47,128.89 225A61.00 246,816.66 21,355.66 225,461.00 Remaining Balance 176,097.67 135,083.35 92,124.49 47,128,89 0,00 Super RAMP 6.70 financial model Page I Ivory ('onsulling Corporation SunTrust Bank, Central Florida, N.A. , t Office Rox 3010 714071237 4394 =:�x (407) 237-6704 uAffRusT March 11, 1998 Lynda S. Flurry, CPPO Purchasing & Contracts Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, Florida 33321-2401 Dear Ms. Flurry: Denise Beauchamp F'esice:,.. orate E::u cment Leasing The following is SunTrust Bank, Central Florida, National Association's proposal for lease - purchase financing for the security system which the City anticipates acquiring. This is not a commitment to lend, as any commitment would require formal bank credit approval. LESSOR: SunTrust Bank, Central Florida, National Association, Orlando, Florida LESSEE: City of Tamarac EQUIPMENT: Integrated Security Management Systems for City Facilities AMOUNT TO BE FINANCED: $225,461 ESTIMATED DELIVERY DATE: March 27, 1998 EQUIPMENT FINANCING VEHICLE: It is proposed that the parties utilize the Master Lease -Purchase Agreement ("Lease"). Under such an arrangement, the Lessee would have the ability to obtain additional leased equipment under the same basic terms and conditions as originally agreed to without having to negotiate and execute a new contract. LEASE TERM: Five (5) years (60 months) subject to annual appropriation LEASE COMMENCEMENT DATE: The Lease Term will commence upon the funding of the Lease (payment to vendor) or the funding of the lease into a trust account. TRUST ACCOUNT: The entire lease proceeds would be deposited by the Bank into a Trust Account prior to the delivery of the Equipment. A Trust Account, to be held by the City, would • be established. The Lease Term would commence on the date that the Trust Account is funded, with lease amortization commencing at that point. This alternative would allow the City to lock in an interest rate up front when the Trust Account is funded. The account will be designated in the Lease to be used solely for payment of the Equipment. Upon presentation of Ms. Flurry March 11,4998 Page 2 an invoice and a certificate of acceptance from the City, the Bank will authorize payment to be made to the vendor(s) from the Trust Account. There are no bank fees for the Trust Account. TERMS OF LEASE: The Lessee will make periodic lease payments sufficient to pay the debt service on the obligation during each year the Lease is in effect and not terminated by an event of non -appropriation. The obligation to make lease payments during -any fiscal year will be limited to legally available revenues appropriated for such purpose by the Lessee. After the last scheduled payment, the City will own the asset free and clear. PERIODIC RENTS: Periodic Rents are to be made annually in advance. INTEREST RATE: The following table present the option available to the City: BANK QUALIFIED OPTION: Interest Number of Payment Payment Total . Rate Payments Frequency Amount Payments - 4.741% 5 Annually $49,363.33 $246,816.66 ADJUSTMENT TO INTEREST RATE: Due to the length of time which will elapse between the proposal date and the Lease Commencement Date the Interest Rate will be held until March 27, 1998. If the Lease is funded after this date, the Interest Rate will be indexed to the current yield on a 3-year United States Treasury Note. The Interest Rate may be adjusted by sixty-four (64%) percent of the change, upward or downward, in the index from the date of this Proposal to the funding date. The then -prevailing interest rate will be fixed for the Lease Term. The current yield as of March 11, 1998 of a 3-year United States Treasury Note, as published in the Wall Street Journal, is five and sixty- hundredths percent (5.60%). After execution of the Lease, the Interest Rate may be adjusted in the event of a change in corporate income tax rates or other laws or regulations affecting the after-tax yield to the Bank. TAX-EXEMPT STATEMENT: The parties anticipate that the Agreement will qualify as a "qualified tax-exempt obligation' within the meaning of Section 265(b)(3) of the Code if the bank qualified option is selected. In the event that Lessor either (i) receives notice from the Internal Revenue Service; or (ii) reasonably determines, based on an opinion of independent tax counsel selected by Lessor and approved by Lessee, which approval Lessee shall not unreasonably withhold, that the otherwise applicable exception set forth in Section 265(b)(3) of the Code is not available, then Lessee shall pay to Lessor within thirty (30) days after receiving the notice from Lessor of such event, the amount which, with respect to rental Ms. Flurry March 11, 1998 Page 3 payments previously paid, will restore the after-tax yield on the transaction evidenced by the Agreement to that which it would have been had such exception been available, and pay as an additional rent on succeeding rent payment due dates such amount as will maintain such yield. PREPAYMENT SCHEDULE: Prepayments may be made in whole or in part without penalty T per the amortization schedule to be included in the documentation package. SALES AND USE TAX: Lessee will pay all fees, assessments, sales, use, -property, and other taxes imposed upon Lessor, resulting from the lease of the equipment. INSURANCE: Prior to Lease Commencement Date, Lessee, at its sole cost and expense, will provide all risk, physical damage and liability insurance with the Lessor named as "Loss Payee" and "additionally insured", in accordance with its normal standards, which may include self- insurance. TITLE TO EQUIPMENT: Title shall at all times remain in the name of the Lessee. FINANCIAL STATEMENTS: Lessee will furnish financial statements on an annual basis, as well as unaudited financial information and other supplementary information which the Bank may request. Additionally, the Lessee will submit a copy of its annual budget within 45 days after the budget has been adopted. DOCUMENTATION: To be provided by the Bank. As is customary, the Lessee's local counsel will be required to provide an opinion letter. TRANSACTION EXPENSES: Lessee shall be responsible for fees and expenses incurred by it. There will be no bank fees or expenses. MATERIAL ADVERSE CHANGE: At any time prior to completion of funding, Lessor reserves the right to withdraw any approval in the event that Lessor determines that there has been a material adverse change in the financial condition of the Lessee or in its ability or willingness to meet its obligations under this Proposal. EXPIRATION OF PROPOSAL: This proposal expires unless accepted on or prior to March 31, 1998, APPROVAL: This proposal does not constitute a commitment to lend. If the proposal terms are acceptable, Bank approval will be sought as quickly as possible. The contents of this proposal represent the Bank's indication of the terms and conditions which it deems appropriate based upon the information available as of the date hereof. • Ms. Flurry March 11, 1998 Page 4 If the terms of this proposal are acceptable to you, please execute below and return the original to me. Thank you again for the opportunity to be of service and to present this proposal for your consideration. Should you have any questions, please feel free to contact me at (407) 237- 4394 or (800) 432-4760, extension 4394. Sincerely, Denise Beauchamp Vice President Proposal accepted this oZS day of G , 1998. City of Tamarac By: 6iSchreiber Title: Mayor Attest: By: Carol Gol f Title: City Clerk M:\WPFILES\PROPOSAL\TAMARAC2.98A R.' , - '7 9 • • r� MASTER LEASE -PURCHASE AGREEMENT THIS NLASTER LEASE- PGRCHASE AGREEMENT. dated as of April 11, 1997 (together with all supplements, exhibits and schedules hereto hereinafter referred to as the "Lease"), between SUNTRUST BANK, CENTRAL FLORIDA. NATIONAL ASSOCIATION (hereinafter calla together with any successors and assigns "Lessor") and the CITY OF TAMARAC, FLORID A, (hereinafter called "Lessee"). WITNESSETH: Section 1. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee hereby represents and warrants to Lessor that on the date hereof and at all times during the Term (as defined in Section 3 below) hereof - (a) Lessee is a political subdivision, municipal corporation or public body corporate and politic of the State of Florida (the "State"), duly organized and existing under the Constitution and laws of the State. (b) Lessee is authorized under the Constitution and laws of the State to enter into this Lease and the transactions contemplated hereby, and to perform all of its obligations thereunder. (c) Lessee has duly authorized and approved the execution and delivery of this Lease and all other documents related to the transactions contemplated hereby, and this Lease constitutes a legal, valid and binding obligation of the Lessee, enforceable against the Lessee in accordance with the terms hereof except as limited by applicable bankruptcy laws or other laws affecting the enforcement of creditors' rights generally. (d) Each officer or representative of Lessee executing this Lease has been duly authorized to execute and deliver this Lease and related documents under the terms and provisions of a resolution of Lessee's governing body, or by other appropriate official action. (e) Lessee has complied with all open meeting laws, all public bidding laws and all other State and Federal laws applicable to this Lease and has obtained all approvals necessary for the execution, delivery and performance of this Lease and the transactions contemplated hereby. (f) Neither the execution and delivery hereof, nor the fulfillment of, or compliance with, the terms and conditions hereof, nor the consummation of the transaction contemplated hereby, will conflict with constitute a breach of, or default under, the Constitution and laws of the State, or the rules of procedure of the Lessee or any indenture, agreement or other instrument to which the Lessee is a party or by which it is bound, or any constitutional or statutory provision, or order, rule regulation, decree or ordinance of any court, government or governmental body to which the Lessee or any of its other properties are subject. (g) "There is no action, suit, proceeding, inquiry or investigation., at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the • E • best of the Lessee's knowledge, threatened against the Lessee, wherein an unfavorable ruling or filing would adversely affect the validity or enforceability of this Lease or anv other instrument contemplated for use in consummating the transactions contemplated hereby, or the exclusion of the portion of the Rent Payments (as defined in Section 3 below) representing interest from gross income for purposes of federal income taxation. or would materially and adversely affect any of the transactions contemplated by this Lease. (h) The Equipment (as defined in Section 2 hereof) at all times will be used by the Lessee for the purpose of performing a public funbtion and the acquisition of the Equipment by the Lessee shall be necessary, useful or appropriate to one or more governmental purposes of the Lessee. - - Section 1. LEASING. (a) Subject to the terms and conditions set forth below, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the Equipment described in the Description of Equipment delivered from time to time as described below, including all repairs, replacements, substitutions and modifications to the same (the "Equipment"). (b) The Lessor may from time to time, ar the request of Lessee, provide funds to acquire Equipment from the manufacturer or supplier thereof ("Supplier") for lease hereunder. The obligation of Lessor to lease Equipment hereunder shall be subject to the representations and warranties of Lessee contained herein being true and accurate throughout the term hereof and further conditioned on receipt by Lessor of each of the following documents in form and substance satisfactory to Lessor:. (i) a Description of Equipment describing such Equipment executed by Lessor and Lessee (the "Description of Equipment"); (ii) an Amortization Schedule setting forth the Rent payable with respect to such Equipment (the "Amortization Schedule"); (iii) a Schedule of Terms setting forth additional terms applicable to the lease of such Equipment executed by Lessor and Lessee (the "Schedule of Terms"); (iv) copies of insurance policies or, at Lessor's option, such other evidence of insurance which complies with the requirements of Section 11; (v) bills of sale, titles or other appropriate evidence of ownership or invoices for amounts due; (vi) an opinion of counsel for Lessee, (vii) a copy of Internal Revenue Service Form 8038, 8038-G or 8038-GC (as applicable) completed and executed by Lessee, (viii) an Officers' Certificate of Lessee; -2- (ix) a dulv adopted resolution or evidence of other appropriate approving action of Lessee approving the acquisition of such equipment; (x) executed and completed Form 2003/2004, as applicable, of the Division of Bond Finance of the State of Florida, (xi) a Certificate of Acceptance; and (xfi) such other documents as Lessor may reasonably request. — All references herein to the Description of Equipment, Amortization Schedule or the Schedule of Terms for Equipment is a reference to such schedule as was executed in connection with the lease of such item of Equipment. (c) Lessor hereby appoints Lessee its agent for purchase, inspection and acceptance of the Equipment from the manufacturer or supplier. Subject to the above -stated conditions, upon execution by Lessee of a Certificate of Acceptance in the form provided by Lessor, the Equipment described thereon shall be deemed to have been — delivered to, and irrevocably accepted by, Lessee for lease hereunder. Section 3. TERM, RENT AND PAYMENT. (a) The rent ("Rent") payable hereunder with respect to all Equipment set forth in a Description of Equipment shall commence on the date set forth in the corresponding Schedule of Terms (the "Commencement Date"). The term ("Term") of this Lease with respect to such Equipment shall commence on the Commencement Date and shall terminate upon the occurrence of the first of the - following events: 1. the exercise by Lessee of its option to purchase Lessor's interest in such Equipment pursuant to Section 18 hereof, 2. the payment by Lessee of all Rent and other amounts required to be paid by Lessee hereunder with respect to such Equipment; 3. upon the occurrence of an Event of Nonappropriation (as that term is defined in subparagraph (c) hereof) with respect to any Equipment, the last day of the Budgetary Period set forth in the Schedule of Terms for which an appropriation has been made, subject to Lessor's election to not terminate this Lease with respect to Equipment for which an appropriation has been made; 4. an Event of Default by Lessee and Lessor's election to terminate this Lease pursuant to Section 21 hereof; or S. payment of all monies owed pursuant to a Casualty Occurrence with respect to such Equipment under Section 10 hereof. (b) Rent shall be paid to Lessor at its address noted in the Schedule of Terms, except as otherwise directed by Lessor. Payments of Rent shall be in the amount, payable at such intervals and shall be due in accordance with the provisions of the -3- Amortization Schedule and Schedule of Terms (Each payment of Rent is hereinafter referred co as a "Rent Payment"). Lessor may change the location to which the Rent Pavments are to be paid by noting such change on any invoice to Lessee or by sending Lessee notice in writing of such change. A portion of each Rent Payment is paid as, and represents, interest as reflected on the Amortization Schedule. The obligation of the Lessee to pay the amounts required herein shall constitute a current expense of the Lessee and shall not in any way be construed to be a debt of the Lessee in contravention of any applicable constitutional, statutory or charter limitations or requirements concerning the creation of indebtedness of the Lessee. THE PAYMENTS DUE UNDER THIS LEASE ARE TO BE MADE ONLY FROM THE LESSEE'S LEGALLY APPROPRIATED FUNDS ON AN ANNUAL BASIS, AND NEITHER THE LESSEE, THE STATE OF FLORIDA, NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY ANY SUMS DUE HEREUNDER FROM THE COMPELLED LEVY OF AD VALOREM OR OTHER TAXES EXCEPT FROM THOSE FUNDS LEGALLY APPROPRIATED BY THE LESSEE ON AN ANNUAL, BASIS, AND NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE LESSEE, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF ARE PLEDGED FOR PAYMENT OF SUCH SUMS DUE UNDER THIS LEASE. This Lease and the indebtedness evidenced hereby shall not constitute a lien upon the Equipment, or any part thereof, or on any other property owned by or within the jurisdictional limits of Lessee. (c) Lessee shall have the right to terminate its obligation to make Rent Payments with respect to any Equipment at the end of any Budgetary Period (as that term is defined in the Schedule of Terms, in the manner and subject to the terms of this subsection (c), if Lessee's governing body does not appropriate money sufficient to pay the Rent Payments and reasonable estimated expenses hereunder coming due for the next Budgetary Period with respect to such Equipment (such termination hereinafter an "Event of Nonappropriation"). Upon the occurrence of an Event of Nonappropriation, Lessee shall not be responsible for the payment of any Rent Payments with respect to such Equipment coming due during any subsequent Budgetary Period. Upon the occurrence of an Event of Nonappropriation as provided in this subsection, this Lease shall terminate and Lessee covenants to surrender and deliver possession of the Equipment to Lessor in accordance with the provisions of Section 12. Provided, however, that Lessor may elect to continue to lease hereunder any Equipment for which an appropriation has been made. Section 4. TkXES. Lessee shall report and pay promptly from legally available revenues all taxes, fees and assessments due, imposed. assessed or levied against the Equipment (or the purchase, ownership, delivery, leasing, possession, use or operation thereof), this Lease (or any rentals or receipts hereunder), or Lessor or Lessee in connection with this Lease, by any foreign, federal, state or local government or taxing authority including, without limitation, all license and registration fees, and all, sales, use, personal property, excise, gross receipts, franchise, stamp or other taxes, imposts, duties and charges, together with any penalties, fines or interest thereon (all hereinafter called "Taxes"). Lessee shall reimburse Lessor upon receipt of written ME • • �J request for reimbursement for any Taxes charged to or assessed against Lessor, and on request of Lessor, submit to Lessor written evidence of Lessee's payment of Taxes. Lessee shall have no liability for taxes imposed by the United States of America or any State or political subdivision thereof which are on or measured by the net income of Lessor. Section 5, FINANCL-kL C FORINLATION; REPORTS. Lessee will provide Lessor with (1) audited financial statements (including, without limitation, a balance sheet, a statement of revenues, expenditures and change in fund balance) within 210 days after the end of each Budget Year, (ii) a copy of its annual budget within 45 days after approval by Lessee, and (iii) such other financial information as requested in writing by Lessor. Lessee will also provide Lessor with the following in writing within the time periods specified: (a) notice of tax or other lien which attaches to Equipment within ten (10) days of Lessee's obtaining knowledge of such attachment and such additional information with respect to the tax or lien promptly upon request of Lessor; (b) notice to Lessor of any change in location of the Equipment outside of the jurisdictional limits of Lessee, ten (10) days prior to any such relocation; (c) copies of the insurance policies or other evidence of insurance required by the terms hereof, promptly upon request by Lessor; (d) copies of all information, logs, documents and records regarding or in respect to Equipment and its use, maintenance and/or condition, within ten (10) days of such request; (e) a certificate of the authorized officer of Lessee stating that he has reviewed the activities of Lessee and that, to the best of his knowledge, there exists no default (as described in Section 20) or event which with notice or lapse of time (or both) would become such a default; (f) copies of any manufacturer's warranties, promptly upon request; (g) evidence of Lessee's compliance with maintenance provisions of Section 8 hereof upon request of Lessor; (h) notice of any anticipated occurrence of an Event of Nonappropriation, if practical, thirty (30) days prior to such occurrence; (i) notice of an occurrence of an Event of Nonappropriation within five (5) days of such occurrence; 0) proof of appropriation for the ensuing Budgetary Period in a form acceptable to Lessor upon request; and (k) any other documents or reports required by any addenda hereto or reasonably requested by Lessor. Section 6. TITLE AND QUIET ENJOYMENT. (a) Legal title to the Equipment shall, for the convenience of both parties, be titled in the Lessee. Lessee covenants to promptly return the Equipment to Lessor as provided in Section 12 upon the occurrence of an Event of Nonappropriation, or upon the occurrence of an Event of Default and Lessor's election to terminate this Lease pursuant to Section 21 hereof. Title to the Equipment shall vest absolutely with Lessee upon payment of all Rent due hereunder. (b) So long as Lessee is not in default under this Lease, Lessor covenants and agrees that it will not interfere with Lessee's quiet enjoyment of the Equipment subject to, and in accordance with, the provisions hereof. Section 7. DELIVERY, REGISTRATION, USE AND OPERATION. (a) The Equipment shall be delivered directly from the Supplier to Lessee. (b) Lessee, at its own cost and, expense, shall cause title of the Equipment to be placed in the name of Lessee by appropriate documentation. -s- r■ir (c) the possession, use and operation of the Equipment shall be at the sole risk and expense of Lessee. Lessee agrees that the Equipment will be used and operated in compliance with any -and all statutes, laws, ordinances, regulations and standards or directives issued by any governmental agency applicable to the use or operation thereof, in compliance with any license or registration relating to the Equipment issued by any agency and in a manner that does not modify or impair any existing warranties on the Equipment or any part thereof Lessee will operate the Equipment solely for governmental use. Section 8. MAINTENANCE. (a) Lessee agrees that the Equipment will be maintained in compliance with any and all statutes, laws, ordinances, regulations -and standards or directives issued by any governmental agency applicable to the maintenance thereof, and in a manner that does not modify or impair any existing warranties on the Equipment or any part thereof. (b) Lessee shall maintain, inspect, service, repair, overhaul and test the Equipment in accordance with (i) all maintenance manuals initially furnished with the Equipment, including any subsequent amendments or supplements to such manuals issued by the manufacturer from time to time, and (ii) all recommended "Service Bulletins" issued, supplied, or available by or through the manufacturer and/or the manufacturer of any part with respect to the Equipment. Lessee shall maintain all records, logs and other materials required by the manufacturer thereof for enforcement of any warranties. All maintenance procedures required hereby shall be undertaken and completed in accordance with the manufacturer's recommended procedures, and -by properly trained, licensed, and certificated maintenance sources and maintenance personnel, so as to keep the Equipment in as good operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted. (c) Lessee agrees to notify Lessor in writing thirty (30) days prior to making any material change in the configuration, appearance and coloring of the Equipment from that in effect at the time the Equipment is accepted by Lessee hereunder, and in the event of such change or modification of configuration, coloring or appearance, to restore, upon request of Lessor, the Equipment to the configuration, coloring or appearance in effect on the Commencement Date or, at Lessor's option, to pay to Lessor an amount equal to the reasonable cost of such restoration. (d) Lessee shall be entitled from time to time during the Term of this Lease to acquire and install on the Equipment at Lessee's expense, any additional accessory, devise or equipment as Lessee may desire (each such accessory, devise or equipment, an "Addition"), but only so long as such Addition does not alter or impair the originally intended function or use of the Equipment, and can be readily removed by Lessee prior to the return of the Equipment. Lessee shall repair all damage to the Equipment resulting from the installation or removal of any Addition so as to restore the Equipment to its condition prior to installation, ordinary wear and tear excepted. (e) -any alteration or modification (each an "Alteration") with respect to the Equipment that may at any time during the Term of this Lease be required to comply with any applicable law or any governmental rule or regulation shall be made at the expense -6- of Lessee. Any repair made by Lessee of or upon the Equi Anypment or replacement parts installed thereon in the course of repairing or maintaining the Equipment, or any Alteration required by law or any governmental rule or regulation, shall be deemed an accession and shall become a part of the Equipment. (f) Except as permitted under this Section 8, Lessee will not modify the Equipment or affix or remove any accessory to the Equipment leased hereunder without Lessor's consent. Section 9. LIENS, SUBLEASE AND ASSIGNIMEW. (a) Lessee —shall not sell, transfer, assign or encumber the Equipment or Lessor's rights under this Lease and shall not sublet or part with possession of the Equipment or any part thereof. Lessee shall keep the Equipment and any part thereof free and clear of all liens and encumbrances other than those which result from (i) the respective rights of Lessor and Lessee as herein provided; (ii) liens arising from the acts of Lessor; (iii) liens for taxes not yet due; and (iv) inchoate materialmen's, mechanics', workmen's, repairmen's, employees' or other like liens arising in the ordinary course of business of Lessee for sums not yet delinquent or being contested in good faith (and for the payment of which adequate assurances in Lessor's judgment have been provided Lessor). (b) All of Lessor's right, title and/or interest in and to this Lease, the Rent Payments and other amounts due hereunder and the Equipment may be assigned and reassigned in whole or -in part to one or more assignees or subassignees at any time, without the consent of Lessee. No such assignment shall be effective as against Lessee unless and until the Lessor or assignor, as the case may be, shall have filed with Lessee a copy or written notice thereof identifying the assignee. All Rent Payments due hereunder shall be paid to Lessor at the address set forth herein or at the direction of Lessor or assignee designated in the most recent notice of assignment filed with Lessee, such other address as Lessor or assignee directs. Upon such assignment, Lessee shall provide notice thereof to all insurers and shall cause the insurance policies as required by Section 11 hereof to be modified to protect the assignees. (c) This Lease shall inure to the benefit of and shall be binding upon the Lessor and the Lessee and their respective successors and permitted assigns. Section 10. LOSS, DAMAGE AND STIPULATED LOSS VALUE. Lessee hereby assumes and shall bear the entire risk of any loss, theft, confiscation, expropriation, requisition, damage to, or destruction of, the Equipment, or any part thereof from any cause whatsoever. Lessee shall promptly and fully notify Lessor in writing if Equipment shall be or become worn out, lost, stolen, confiscated, expropriated, requisitioned, destroyed, irreparably damaged or permanently rendered unfit for use from any cause whatsoever (such occurrences being hereinafter called "Casualty Occurrences"). In the event that, in the opinion of Lessor, a Casualty Occurrence has occurred which affects only a portion of an item of the Equipment, then Lessee, at its own cost and expense, shall replace such portion with a replacement part acceptable to Lessor. In the event that, in the opinion of Lessor, a Casualty Occurrence has occurred in respect to an item of Equipment in its entirety, on the Rent Payment date next succeeding a Casualty Occurrence (the "Payment IN • • C, Date"), Lessee shall pay Lessor the sum of (1) an amount equal to the portion of the Prepayment Price applicable to the affected Equipment for the time period of the Casualty Occurrence; and (il) all Rent Payments and other amounts which are due or accrued hereunder as of the Payment Date. Upon payment of all sums due hereunder. the Term of this Lease as to the item of Equipment shall terminate, and Lessee shall be entitled to retain possession of such Equipment. Section 11. INSURANCE. Lessee agrees to keep the Equipment insured, at its own expense, with such companies and on such terms acceptable to Lessor, in the manner and amounts set forth in the Schedule of Terms and as provided herein. The insurance shall (i) name Lessor as additional insured and have a loss payable clause in favor of Lessor, as its interest may appear, irrespective of any breach of warranty or other act or omission of Lessee; (ii) not be subject to any co-insurance clause; and (iii) provide that it may not be altered or canceled by the insurer until after thirty (30) days written notice to Lessor. Any expense of Lessor in adjusting or collection insurance shall be borne by Lessee. Lessee shall not make adjustments with insurers except (a) with respect to claims from damage to an item of Equipment where the repair costs do not exceed ten percent (10%) of such urtit's fair market value, or (b) with Lessor's written consent. Lessor may, at its option, apply proceeds of insurance, in whole or in part, to repair or replace the damaged or lost item of Equipment or any portion thereof, or to satisfy any obligation of Lessee to Lessor hereunder. In addition to property and liability insurance referenced above, if required by State law, Lessee shall carry workmen's compensation insurance covering all employees on, in, near or about the Equipment, and upon request shall furnish to Lessor certificates evidencing such coverage. Upon prior written consent of Lessor, Lessee may self -insure for some or all of the above -referenced public liability, property, and casualty damage risks. If Lessee is covered under a program of self-insurance, Lessee shall provide Lessor with a letter from its insuring authority certifying to the existence of a continuing self-insurance program which meets the requirements of applicable law. In such event, Lessee shall provide a minimum of ten (10) days written notice to Lessor of any material change or cancellation of said self-insurance program. In the event that such self-insurance program is unavailable or terminated, Lessee agrees to procure and maintain with a carrier authorized to do business in Florida and acceptable to Lessor, which acceptance shall not be unreasonably withheld, all insurance required hereby, including fire, theft, and extended coverage insurance on the Equipment, insuring the full insurable value against risk of loss or damage and providing for a minimum of ten (10) days written notice of material change or cancellation to Lessor. Lessee shall provide Lessor with copies of certificates of the insurance carrier or carriers evidencing such insurance coverage. Section 12. RETURN OF EQUIPMENT. (a) Upon termination of this Lease due to an Event of? vonappropriation, or due to an Event of Default and Lessor's election to terminate this Lease (subject to Lessor's election to continue this Lease with respect to Equipment for which no Event of Nonappropriation has occurred), Lessee covenants to promptly return all Equipment leased hereunder to Lessor together with all logs, manuals and data, including without limitation, inspection, modification and overhaul records required to be maintained with respect hereto under this Lease or under the manufacturer's recommended maintenance program. Upon return of the Equipment, Lessee shall, -g- upon request, assign to Lessor its rights under any manufacturer's maintenance service contract or extended warranty_ for the returned Equipment or any or part thereof M1 expenses for return of such Equipment and delivery of the aforementioned logs, manuals and data shall be borne by Lessee. The Equipment shall be returned -in the condition in which the Equipment is required to be maintained pursuant to Section S hereof, but with all logos or other identifying marks of Lessee removed- (b) Upon return of the Equipment, Lessor shall arrange for the inspection of same within thirty (30) days of return to determine if such Equipment has been maintained and returned in accordance with the provisions hereof. Lessee shall be responsible for the cost of such inspection and shall pay Lessor such amount as additional Rent within ten (10) days of demand for same. In the event that the results of such inspection indicate that such Equipment, or any part thereof, has not been maintained or returned in accordance with the provisions hereof, Lessee shall pay to Lessor within ten (10) days of demand, as liquidated damages, the estimated cost ("Estimated Cost") of servicing or repairing such Equipment, or part. The Estimated Cost shall be determined by Lessor by obtaining two quotes for such service or repair work and taking the average of same. Lessee shall bear the cost, if any, incurred by Lessor in obtaining such quotes. (c) In the event of return of Equipment to Lessor pursuant to (a) above, Lessor shall use its best efforts to sell all or part of the Equipment upon such terms as Lessor in its reasonable judgment deems prudent. Lessor shall apply the net proceeds of such sale in the following manner: (i) firstly, to reimburse Lessor for all costs associated with the removing, holding, repairing and selling of Equipment; (ii) secondly, to reimburse Lessor for Lessee's remaining obligations under the Lease including, but not limited to, the applicable Prepayment Price; and (iii) lastly, any amounts remaining thereafter shall be remitted to Lessee. (d) All of Lessor's rights contained in this Section shall survive the expiration or other termination of this Lease. Section 13. INTEREST RATE SUBJECT TO ADJUSTMENT. In setting the interest rate used in calculating the interest component of the Rent Payments set forth in the Amortization Schedule, the Lessor has taken into consideration: (a) the current Maximum Corporate Income Tax Rate, as established in Section 11 of the Internal Revenue Code of 1986, as amended (the "Code"), (b) the treatment of this Lease as a "qualified tax-exempt obligation" under Section 265 of the Code, and (c) other factors which affect tax yield to the Lessor. Should there be future changes in the Code or related regulations which affect the after-tax yield of Lessor, the Lessor may adjust the interest rate in order to maintain the same after-tax yield as in effect on the date hereof. As utilized in this Section, the term "Determination of Taxability" shall mean any determination, decision or decree by the Commissioner of Internal Revenue or any District Director of Internal Revenue, as such officers are identified by the Code, or any court of competent jurisdiction, or an opinion of counsel experienced in tax matters that the interest component payable under this Lease is includable in the gross income (as defined in Section 61 of the Code) of the Lessor as a result of the occurrence of a Taxable Event (herein 9- defined). A -Determination of Taxability shall be deemed to have occurred on the first to occur of the following: _ (a) on that date when the Lessee files any statement, supplemental statement or other tax schedule, return or document which discloses that a Taxable Event (hereinafter defined) shall have occurred; (b) on that date when the Lessee or the Lessor shall be advised by said Commissioner of Internal Revenue or any such District Director,of Internal Revenue that, based upon (i) filings of the Lessee, (ii) any review or audit of the Lessee, or (iii) upon — any ground whatsoever, a Taxable Event shad] have occurred; or (c) on that date (i) when the Lessee shall receive notice from the Lessor that the Internal Revenue Service has assessed as includable in the gross income (as defined in Section 61 of the Code) of the Lessor the interest component due to the occurrence of a Taxable Event; or (ii) when the Lessee shall be advised by said Commissioner or any such District Director of Internal Revenue that the interest component is includable in the gross income of the Lessor due to the occurrence of a Taxable Event, or (iii) when the Lessee shall receive an opinion of counsel experienced in tax matters that the interest component is includable in gross income due to the occurrence of a Taxable Event. - As utilized in this Section, the term "Taxable Event" shall mean that event which -shall cause the interest component of the Rent paid or payable under this Lease to become includable for federal income tax purposes in the gross income of the Lessor as a consequence of any act, - omission or event whatsoever, other than an act, omission or event caused by the Lessor, and regardless of whether the same was within or beyond the control of the Lessee. A Taxable Event shall be deemed to have occurred as of the earliest date on which it is alleged that interest became so includable. If a Determination of Taxability should occur, the interest portion of the Rent Payments shall be increased to the interest rate necessary to maintain the same after-tax yield as in effect on the date hereof (the "Taxable Rate"), and such increased rate of interest shall be payable from and after the date of the Event of Taxability ("Date of Taxability"). Provided, however, that if the Lessee shall elect to contest such allegation and such contest results in a final order or judgment of a court or administrative body of competent jurisdiction to the effect that a Taxable Event has not occurred and the time for any appeal of such order or judgment has expired, then no Taxable Event shall be deemed to have occurred and interest rate adjustments theretofore paid shall be refunded by the Lessor. Section 14. PERSONAL PROPERTY. The Equipment shall at all times be and remain, personal property notwithstanding that the Equipment or any part thereof may now be, or hereafter become, in any manner affixed or attached to, or embedded in, or permanently resting upon. real property or any building thereon, or attached in any manner to what is permanent as by means of cement, plaster,nails, bolts, screws, or otherwise. 11; notwithstanding the intention of the parties and the provisions of this Section 14, any person acquires or claims to have acquired any rights in the Equipment or any portion thereof by reason of such Equipment's being affixed to real property and such person seeks in any manner to interfere with the continued quiet enjoyment of the Equipment by Lessee as contemplated by this Lease, Lessee shall immediately notify Lessor in writing -io- E 1.1 of such fact and shall seek diligently to remove the basis for any such interference. Unless the basis for such interference is waived or removed to the satisfaction of Lessor within thirty (30) days from the date it is asserted, Lessee. upon written request from Lessor, shall within ten (10) days after such request pay to Lessor an amount equal to the sum of (i) an amount equal to the Prepayment Price applicable to the time period of the interference, and (ii) all Rent Payments and other amounts which are due or accrued hereunder. Upon such payment the Lease of such Equipment shall terminate and all of Lessor's title to and rights in such Equipment shall become the property of Lessee. Section 15. NET LEASE; NO SET-OFF, ETC. This Lease is a net lease. Subject to the provisions of Section 3 subsection (c) hereof, Lessee's obligation to pay Rent and other amounts due hereunder shall be absolute and unconditional. Lessee shall not be entitled to any abatement or reduction of, or set-off against, said Rent or other amounts, including, without limitation, those arising or allegedly arising out of claims or disputes (present or future, alleged or actual, and including claims arising out of strict tort or negligence of Lessor) of Lessee against or with the manufacturer or vendor of the Equipment, any supplier of labor or materials in connection therewith, or any other person. Nor shall this Lease terminate or the obligations of Lessee be affected by reason of any defect in or damage to, or loss of possession, use or destruction of, the Equipment, from whatsoever cause or breach of warranties of the manufacturer or seller of the Equipment. Subject to the provisions of Section 3 subsection (c), it is the intention of the parties that Rent Payments and other amounts due hereunder shall continue to be payable in all events in the manner and at the times set forth herein, unless the obligation to do so shall have been terminated pursuant -to the express terms hereof. Section 16. INDEMNIFICATION. (a) Lessee hereby agrees to the extent permitted by law to indemnify, save and keep harmless Lessor, its agents, employees, successors and assigns from and against any and all losses, damages, penalties, injuries, claims, actions and suits, including legal expenses, of whatsoever kind and nature, in contract or tort, whether caused by the active or passive negligence of Lessor or otherwise, and including, but not limited to, Lessor's strict liability in tort, arising out of (i) the selection, manufacture, purchase, acceptance or rejection of Equipment, the ownership of Equipment during the Term of this Lease, and the delivery, lease, possession, maintenance, use, condition, return or operation of the Equipment (including, without limitation, latent and other defects, whether or not discoverable by Lessor or Lessee and any claim for patent, trademark or copyright infringement), or (ii) the condition of the Equipment sold or disposed of after use by Lessee, any sublessee or employees of Lessee. Lessee shall, upon request, defend any actions based on, or arising out of, any of the foregoing. (b) All of Lessor's rights, privileges and indemnities contained in this Section shall survive the expiration or other termination of this Lease and the rights, privileges and indemnities contained herein are expressly made for the benefit of, and shall be enforceable by Lessor, its successors and assigns. 0 Section 17. DISCLAIMER LESSEE ACKNOWLEDGES Tlii T IT SHALL SELECT THE EQUIPMENT WITHOUT. ANY ASSISTANCE FROM LESSOR, ITS AGENTS OR E, IPLOYEES AND THAT LESSOR LEASE THE EQUIPNfENT IN AN "AS IS" CONDITION. LESSOR DOES NOT MAKE, HAS NOT MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR 11',iPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE EQUIPMENT LEASED HEREUNDER OR ANY COMPONENT THEREOF, INCLUDING, WITHOUT LNUTATION, ANY WARRANTY AS TO CONDITION, DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE; USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR _ COPYRIGHT INFRINGEMENT, OR TITLE. All such risks, as between Lessor and Lessee, are to be borne by Lessee. Without limiting the foregoing, Lessor shall have no responsibility or liability to Lessee or any other person with respect to any of the following, regardless of any negligence of Lessor (i) any liability, loss or damage caused or alleged to be caused directly or indirectly by the Equipment, any inadequacy thereof, any deficiency or defect (latent or otherwise) therein, or any other circumstance in connection therewith; (ii) the use, operation or performance of the Equipment or any risks relating thereto; �iii) any interruption of service, loss of business or anticipated profits or consequential damages; or (iv) the delivery, operation, servicing, maintenance, repair, improvement or replacement of the Equipment. I1 and so long as, no default exists under this Lease, Lessee shall be, and hereby is, authorized during the Term to assert and enforce, at Lessee's sole cost and expense, from time to time, in the name of and for the account of Lessor and/or Lessee, as their interests may appear, whatever claims and rights Lessor may have against any Supplier of the Equipment. Section 18. PURCHASE OPTION. (a) Provided that no Event of Default has occurred and is continuing hereunder, Lessee shall have the option to purchase all of Lessor's right and/or interest in and to the Equipment on any Rent Payment Date (the "Purchase Date") for the applicable Prepayment Price as set forth in the Amortization Schedule. The sale of the Lessors interest in and to the Equipment to Lessee shall be on a AS IS, WHERE IS basis, without any recourse or warranty whatsoever as against Lessor. (b) Lessee shall give notice to Lessor of its intention to exercise its option not less than sixty (60) days prior to the Rent Payment Date on which the option is to be exercised and shall remit to Lessor on such date an amount equal to the sum of (i) the Prepayment Price; and (H) all Rent Payments and other amounts due or accrued through and including the Purchase Date. Section 19. MUTUAL COVENANT REGARDING TAX-EXEMPT STATUS. The Lessee and the Lessor mutually covenant that neither will take any action nor onut to take any action with respect to this Lease, the Equipment leased hereunder, or any funds of the Lessee if such action or omission (1) would cause the interest component of the Rent to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code") and applicable regulations, or (ii) would cause such interest component of the Rent to lose its exclusion (if any) from alternative minimum taxable income as defined in Section 55(b)(2) of the Code except to the -12- 0 1�1 • extent such interest is required to be included in the adjusted net book income and adjusted current earnings adjustments applicable to corporations under Section 56 of the Code in calculating corporate alternative minimum taxable income, or (111) would subject the Lessee to any penalties under Section 148 of the Code. Subject to the Lessee's right to terminate this Lease as provided herein, the foregoing covenant shall remain in full force and effect, notwithstanding the payment in full of the Rent, until the date on which all obligations of the Lessee in fulfilling the above covenant under the Code have been met. Section 20. EVENTS OF DEFAULT. The term "Event of Default", wherever used herein, shall mean any of the following events, whatever the reason for such Event of Default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation or any administrative or governmental body: (a) Lessee shall fail to make any payment of Rent when the same shall become due; or (b) Lessee shall fail to keep in full force and effect insurance required under this Lease; or (c) Lessee shall or shall attempt to (except as expressly permitted by the provisions of this Lease) remove, sell, transfer, encumber, part with possession of, assign or sublet the Equipment, or any part thereof, use the Equipment for an illegal purpose, or permit the same to occur; or (d) Lessee shall breach its covenant to return the Equipment upon an Event of Nonappropriation, or upon an Event of Default and Lessor's election to terminate this lease; or (e) Lessee shall fail to perform or observe any covenant, condition or agreement not included within (a), (b), (c) or (d) above which is required to be performed or observed by it under this Lease or any agreement, document or certificate delivered by Lessee in connection herewith, and such failure shall continue for twenty (20) days after written notice thereof from Lessor to Lessee (or, if such default cannot be corrected within twenty (20) days, shall have failed to initiate and diligently pursue appropriate corrective action); or (f) any representation or warranty made by Lessee in this Lease or any agreement, document or certificate delivered by Lessee in connection herewith or pursuant hereto shall prove to have been incorrect in any material respect when any such representation or warranty was made or given (or, if a continuing representation or warranty, at any material time); or (g) Lessee shall generally fail to pay its debts as they become due or shall file a voluntary petition in bankruptcy; or (h) a petition is filed against Lessee in a proceeding under applicable bankruptcy laws or other insolvency laws (other than any law which does not provide for or permit any readjustment or alteration of Lessee's obligations hereunder in each case), as now or hereafter in effect, and is not withdrawn or dismissed within ninety (90) days thereafter, or if, under the provisions of any law (other than any law which does not provide for or permit any readjustment or alteration of Lessee's obligations hereunder in each case) providing for reorganization or liquidation of legal entities which may apply to Lessee; or (i) any court of competent jurisdiction shall assume jurisdiction, custody or control of Lessee or of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of sixty (60) days; or 0) Lessee becomes insolvent. Section 21. REINIEDlES. Whenever any Event of Default referred to in Section 20 hereof shall have occurred and be continuing with respect to the Equipment, Lessor shall have- the right, at its option and without any further demand or notice, and with or without termnating this Lease, to declare all Rent Payments due or to become due during the Fiscal Year in effect when the default occurs to be immediately due and payable by Lessee, whereupon such Rent Payments shall -13- be immediately due and payable. Lf the Event of Default is Lessee's breach of its covenant to return the Equipment, Lessor shall be entitled to liquidated damages equal, at its election, to (i) the Rent Payments for the Equipment pro -rated on a daily basis for each day the Equipment is retained (ii) the daily fair market rental for the Equipment, or (iii) compensatory damages for any loss suffered by Lessor as a result of Lessee's failure to surrender the Equipment. Any judgment for damages shall be payable solely from legally available funds of the Lessee, and Lessor shall not have the power to require levies of ad valorem taxes in the future to pay Rent Payments. The remedies provided to Lessor herein shall be the sole and exclusive remedies exercisable -. by Lessor in an Event of a Default by Lessee hereunder. Lessee shall in no event have the right to involuntarily dispossess -Lessee -of the Equipment or title thereto- Lessor and Lessee do not intend to create a security -interest- in any Equipment. No delav or omission to exercise any right or remedy accruing hereunder shall impair any such right or remedy or shall be construed to be a waiver thereof, but any such right and remedy may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Lease it shall not be necessary to give any notice, other thansuch notice as may be required in this Lease. In the event any agreement contained in this Lease should tre breached by either party hereto, T and thereafter such breach should be waived by the other party hereto, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. In the event that there is an Event of Default and the nondefaulting party should employ attorneys and/or incur expenses for the collection of moneys or the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand therefor pay to the nondefaWting party the reasonable fee of such attorneys and/or such expenses so incurred by the nondefaulting party. Whenever any Event of Default referred to in Section 20, Clause (a) hereof shall have occurred and be continuing with respect to the Equipment, Lessor shall have the right, at its option and without any further demand or notice, to require a late payment charge for each thirty (30) day period or part thereof during which such Event of Default occurs equal to one and one-half percent (1'/2%) of the delinquent amount, and Lessee shall be obligated to pay the same immediately upon receipt of Lessor's written invoice therefor; provided, however, that this provision shall not be applicable if or to the extent that the application thereof would affect the validity of this Lease. Section 22. ESCROW AGREEMENT; TRUST FUND. To the extent approved by Lessor and Lessee, sums advanced by Lessor for the acquisition of Equipment may be funded through use of an escrow agent. kH aspects of any such arrangement shall be subject to the prior approval of Lessor including, but not by way of linutatio selection of the escrow agent and the procedures for disbursements. Lessee agrees � g that anv such escrow agent may be an affiliate of Lessor, provided that only the customary escrow fees are charged by such affiliate. All costs incurred in connection with any such escrow shall be paid by Lessee. For the initial funding hereunder as reflected in the Schedule of Terms dated December 31, 1996, and for future fundings, if approved by Lessor and Lessee, Lessor shall deposit funds with Lessee to be applied by Lessee to acquire Equipment. Such funds shall be held by Lessee in a segregated account at a financial institution or trust company and applied to acquire Equipment upon delivery to Lessor of those items required by Sections 2 (b)(i), (iv), (v), (ix), (xi) and (xii) hereof. Any balance remaining in such fund after the date which is two (2) years after the deposit of funds therein shall be applied to pay scheduled Rent until fully expended. Section 23. EXECUTION AND LAWS GOVERNING VENUE. This Lease and each of the exlubits hereto shall be binding only when accepted by the Lessor at its Orlando, Florida office and shall be construed and governed by the Laws of the State of Florida As part of the consideration for the Lessor's executing this Lease, Lessee agrees that all actions or proceedings arising directly or indirectly from this Lease shall be litigated only in courts having its suits within Orange County, Florida, or in the United States District Court for the Middle District of Florida, and Lessee hereby consents to the jurisdiction of those courts and waives any rights to the selection of venue. Section 24. MISCELLANEOUS. (a) Any cancellation or termination by Lessor, pursuant to the provisions of this Lease, any exhibit, supplement or amendment hereto, or the release of the Equipment hereunder, shall not release Lessee from any then outstanding obligations to Lessor hereunder. All exhibits, certificates, consents and other attendant documents referenced herein are incorporated herein by reference. (b) Time is of the essence. Lessor's failure at any time to require strict performance by Lessee of any of the provisions hereof shall not waive or diminish Lessor's right thereafter to demand strict compliance therewith. (c) All notices, certificates or other communications hereunder shall be in writing and deemed given when delivered or mailed by certified or registered mail, postage prepaid, to the respective addresses set forth in the Schedule of Terms. The Lessee and the Lessor may designate by written notice any further or different addresses to which subsequent notices, certificates or other communication shall be sent. (d) If the date for making any payment or the last day for performance of any act or the exercising of any right, as provided in this Lease, shall be a legal holiday, or a day on which banking institutions in the city in which the principal office of the Lessor or the assignee of the Lessor is located are authorized by law to remain closed, such payment may be made, or act performed, or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the date otherwise specified herein. (e) In the eventthat provision of the Lease (other than the requirement of (i) the at any Lessee to make Rent Payments; (ii) the requirement of the Lessor to provide quiet enjoyment of the Equipment and; (1) to convey the Equipment to the Lessee under the conditions set forth herein) shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable • arry other provision hereof. Any provisions in this Lease which are in conflict with any statute, law or appiicable rule shall be deemed omitted, modified or altered to conform thereto. (f) This Lease may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) The substantive law, but not the choice of law rules, of the State of Florida, and rules and regulations issued pursuant thereto, shall`be applied in the interpretation and enforcement hereof. (h) The captions and headings herein are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Lease. (i) The signatories afrm that to their knowledge, no employee of the Lessee has any personal or beneficial interest whatsoever in the acquisition of the Equipment. (j) This Lease constirutes the entire agreement of the parties with respect to the subject matter hereof. NO VARIATION OR MODIFICATION OF THIS LEASE, OR ANY WAIVER OF ANY OF ITS PROVISIONS OF CONDITIONS, SHALL BE VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EACH OF THE PARTIES HIItETO. Any such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, representations or warranties, express or implied, not stated hereunder. No variation or modification of this Lease, or waiver of any . of its provisions or conditions shall be valid after assignment by either party unless approved by assignee. -16- IN WITNESS WHEREOF. Lessee and Lessor have caused this Lease to be executed by their duly authorized representatives as of the date first above written. • (SEAL) C� LESSOR: SUNTRUST )3ANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION Denise K. Beauchamp Vice President LESSEE. CITY OF TAMARAC, FLORIDA By: � � e Schreiber Mayor Attested: By: ak,�?�2 " cam/ Carol Evans Clerk 1Z, 97-Iq • • OFFICERS' CERTIFICATE We, the undersigned officers of the CITY OF TAIMARAC, FLORIDA (the "Lessee"), in connection with the execution of the Master Lease -Purchase Agreement dated as of April 11, 1997 (the "Lease"), between the Lessee and SunTrust Bank, Central Florida, National Association (the "Lessor"), DO HEREBY CERTIFY: (1) Carol Evans is the duly appointed., qualified and acting Clerk of the Lessee, and Joe Schreiber is the duly appointed, qualified and acting Mayor of the Lessee. Stanley Hwthorne is the duly elected and acting Finance Director of the Lessee. (2) Each of the above persons have duly filed their oaths of office and such of them as are required by law to file bonds or undertakings have duly filed such bonds or undertakings in the amount and manner required by law. (3) The undersigned Mayor and Clerk hereby certify that they executed and attested, respectively, the Lease -Purchase Agreement. (4) Those Officers who executed the Lease were and are the duly chosen, qualified and acting officers authorized to execute the Lease. The signatures that appear on this certificate are the authentic signatures of the Clerk and the Mayor, each of whom is duly authorized to execute and deliver the Lease and any and all documents and certificates required in connection therewith or necessary or appropriate to carry out the intent thereof. (5) The Lessee has sufficient moneys available to pay all rental payments owing under the Lease - purchase Agreement (the 'Tent -Payments") coming due during the current budget year of the Lessee, such moneys having been properly budgeted and appropriated for that purpose in accordance with the laws of the State of Florida (the State); such moneys will be applied in payment of all Rent Payments due and payable during such current budget year; the Lessee expects and anticipates adequate funds to be available, budgeted and appropriated in future years to make all future Rent Payments throughout the maximum term of the Lease -Purchase Agreement. (6) The lease of the Equipment (as described in the Description of Equipment) is essential to the governmental functions of the Lessee, and the Lessee has an immediate need for the Equipment which is not temporary or expected to diminish during the maximum term of the Lease -Purchase Agreement. - (7) The Equipment will be used by the Lessee for the purpose of performing one or more of the Lessee's governmental functions consistent with the permissible scope of the Lessee's authority. (8) The Lessee has obtained, or will obtain as the Equipment is acquired, from a reputable insurance company qualified to do business in the State, insurance with respect to all risks required to be covered thereby pursuant corte.�Lease-Purchase � om the Bank as provided n the Lessee Lease--Pttrcha�se self -insure with the prior written Agreement. (9) The interest rate establishing the interest portion of the Lease Payments, on the first date such interest begins to accrue, does not exceed a rate of interest permitted by Section 215.84, Florida Statutes (1995). (10) This Section 10 sets forth facts and estimates upon which the Lessor and its counsel may rely in reaching an opinion regarding the exclusion of the interest portion on the Lease Payments from the gross income the Lessor, and the facts and estimates upon which the Lessee bases its reasonable expectation that the oblgaUon to make Lease Payments pursuant to the Lease (hereinafter, the "Lease Obligation") does not create an arbitrage bond under Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable Treasury Regulations: (a) The Lessee has not accumulated nor does it expect to accumulate amounts of money in a fund to pay or to be held as security for the payment of principal of or interest on the Lease _Obligation. (b) No portion of the proceeds of the Lease Obligation will be used as a substitute for other funds which were otherwise to be used for the same purposes and which funds will be used to acquire directly or indirectly obligations producing a yield in excess of the yield on the Lease Obligation. (c) There are no other obligations of the Lessee which (i) are being issued within 15 days prior to or after the date of the Lease Obligation, (ii) are sold pursuant to a common plan of financing together with the Lease Obligation, and (iii) will be paid out of substantially the same source of funds (or will have substantially the same claim to be paid out of substantially the same source of funds) as the Lease Obligation. 0will(d) The Lessor has agreed to purchase the Lease Obligation for outstanding principal be aid to an erson acting as an underwriter for the Lease amount thereof. No fee p y p Obligation. • (e) The Lease does not create a "hedge bond" as defined in Section 149(g) of the Code, in that at least 85 percent of the proceeds of the Lease Obligation will be expended to carry out the governmental purpose of the issue within three years from the date of issuance of the Lease, and not more than 50 percent of the proceeds will be invested in nonpurpose investments (as defined in Section 148(fl(6XA)of the Code) having a substantially guaranteed yield of four years or more. (f) The Equipment has not been and is not expected to be sold or otherwise disposed of in whole or in part prior to the expiration of the maximum lease term. (g) The proceeds of the Lease Obligation ($848,449.00) will be deposited into an Equipment Acquisition Fund created by Lessee. The proceeds of the Lease Obligation, together with the investment earnings thereon, will be used to pay the cost of the equipment from the vendors thereof (the "Project"). It is reasonably expected that (i) at least 85% of the proceeds of the Lease Obligation will be allocated to expenditures on the Project by the end of three years from the date of issuance thereof, (ii) within 6 months of the issuance date of the Lease Obligation, the Lessee will incur a substantial binding obligation to a third part to expend at least 5% of the proceeds thereof on the Project, and (iii) completion of the Project and the allocation of the proceeds to expenditures with respect to the Project will proceed with due diligence. The Lessee expects to comply with the 18-month expenditure exception to rebate as set forth in Section 148 of the Code and related Treasury Regulations, in that it expects to expend the gross proceeds of the Lease Obligation in accordance with the following schedule: (1) at least 15% within 6 months, (2) at least 60 percent within 12 months, and (3) 100% within 18 months. However, if the Issuer fails to comply with such exceptions, it shall rebate to the federal government any amounts required by Section 148 of the Code and related Treasury Regulations. -2- (h) The Lessee expects that (i) less than 100/6 of the proceeds of the Lease Obligation will be used for any private business use as defined in Section 141 of the Code, and (ii) less than 5% of the proceeds of the Lease obligation will be used for the private business use which is not related to a governmental use of the proceeds, or which is a disproportionate related business use within the meaning of Section 141 of the Code. It is understood that such limitation will not apply unless more than 10% (with respect to clause (i)) or more that 5% (with respect to clause (d)) of the Lease Obligation is directly or indirectly (including under the terms of any underlying arrangement) secured by any interest in (1) property used to be used for a private business use, or (2) payments in respect of such property, or are to be derived from payments (whether or not to the Lessee) in respect of such property, or borrowed mohey, used or to be used for a private business use, as provided in Section 141 of the Code. (11) No approval, consent or authorization of any governmental or public agency not already obtained is required in connection with the Lessee's participation in the transactions contemplated by the Lease, or the performance of its obligations thereunder. (12) The Lessee has, in the Resolution, designated the Lease Obligation as a "qualified tax- exempt obligation" within the provisions of Section 265 of the Internal Revenue Code of 1986. The Lessee Does not reasonably anticipate issuing more that $10,000,000 of tax-exempt obligations (=luding those obligations of any entities controlled by the Lessee), including the obligation to lease the Equipment pursuant to the Lease -Purchase Agreement, during the current calendar year. (13) To the Best Knowledge and belief of the undersigned officers, there are no other facts, estimates or cirm nnstances that would materially change the conclusions and representations set forth in the certificate and the expectations hereinabove set forth are reasonable. WITNESS our hands and the seal of the Lessee this 9 th day of April, 1997. (SEAL) A7 T: jJ Carol Evans Clerk CITY OF TAMARAC, FLORIDA ' 44a e Schreiber Mayor 511 • EXHIBIT II TEMP RESO #8172 TABLE OF CONTENTS OFFICERS' CERTIFICATE SCHEDULE OF TERMS C AMORTIZATION SCHEDULE C DESCRIPTION OF EQUIPMENT C FORM 8038-G TO BE FILED WITH THE IRS FORM BF2003 TO BE FILED WITH THE STATE TRUTH IN BONDING AND FINDER FEES STATEMENT CITY ATTORNEY LETTER OFFICERS' CERTIFICATE 9 We, the undersigned officers of the City of Tamarac, Florida (the "Lessee"), in connection with the lease - financing of certain equipment pursuant to the terms of the Master Lease -Purchase Agreement dated as of April 9, 1997, as supplemented by a Schedule of Terms C, an Amortization Schedule C, a Description of Equipment C, each dated as of March 27, 1998 (the "Lease"), between the Lessee and SunTrust Bank, Central Florida, National Association (the "Lessor"), DO HEREBY CERTIFY: (1) Carol Gold is the duly appointed, qualified and acting City Clerk of the Lessee, and Joe Schreiber is the duly elected, qualified and acting Mayor of the Lessee. Stanley Hawthorne is the duly appointed and acting Finance Director of the Lessee. (2) Each of the above persons have duly -filed their oaths of office and such of them as are required by law to file bonds or undertakings have duly flied suelr bonds or undertakings in the amount and manner required by law. (3) The undersigned Mayor and City Clerk hereby certify that they executed and attested, respectively, the Schedule of Terns C, the Amortization Schedule C, the Description of Equipment C, each dated as of March 27, 1998, and certain other documents relating thereto (the "Lease Documents"). (4) Those Officers who executed the Lease Documents were and are the duly chosen, qualified and acting officers authorized to execute the Lease Documents. The signatures that appear on this certificate are the authentic signatures of the City Clerk and the Mayor, each of whom is duly authorized to execute and deliver the Lease Documents and any and all documents and certificates required in connection therewith or necessary or appropriate to carry out the intent thereof. (5) The Lessee has sufficient moneys available to pay all rental payments owing under the Lease with respect to the equipment set forthin the Lease Documents (the "Rent Payments") coming due during the current budget year of the Lessee, such moneys having been properly budgeted and appropriated for that purpose in accordance with the laws of the State of Florida (the State); such moneys will be applied in payment of all Rent Payments due and payable during such current budget year; the Lessee expects and anticipates adequate funds to be available, budgeted and appropriated in future years to make all future Rent Payments throughout the maximum term of the Lease. (6) The lease of the Equipment (as described in the Description of Equipment) is essential to the governmental functions of the Lessee, and the Lessee has an immediate need for the Equipment which is not temporary or expected to diminish during the maximum term of the Lease. (7) The Equipment will be used by the Lessee for the purpose of performing one or more of the Lessee's governmental functions consistent with the permissible scope of the Lessee's authority. (8) The Lessee has obtained, or will obtain as the Equipment is acquired, from a reputable insurance company qualified to do business in the State, insurance Nvith respect to all risks required to be covered thereby pursuant to the Lease; or the Lessee has or shall self -insure with the prior written consent from the Bank as provided in the Lease. (9) The interest rate establishing the interest portion of the Rent Payments, on the first date such interest begins to accrue, does not exceed a rate of interest permitted by Section 215.84, Florida Statutes (1995). MAWPFILES\MUNBTAMARAC\0FFCERT C (REV.022798) (10) This Section 10 sets forth facts and estimates upon which the Lessor and its counsel may rely in reaching an opinion regarding the exclusion of the interest portion on the Rent Payments from the gross income the Lessor, and the facts and estimates upon which the Lessee bases its reasonable expectation that the obligation to make Rent Payments pursuant to the Lease (hereinafter, the "Lease Obligation") does not create an arbitrage bond under Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable Treasury Regulations: (a) The Lessee has not accumulated nor does it expect to accumulate amounts of money in a fund to pay or to be held as security for the payment of principal of or interest on the Lease Obligation. (b) No portion of the proceeds of the Lease Obligation wiH be used as a substitute for other funds which were otherwise to be used for the same purposes and which funds will be used to acquire directly or indirectly obligations producing a yield in excess of the yield on the Lease Obligation. (c) There are no other obligations of the Lessee which (i) are being issued within 15 days prior to or after the date of the Lease Obligation, (h) are sold pursuant to a common plan of financing together with the Lease Obligation, and (iii) will be paid out of substantially the same source of funds (or will have substantially the same claim to be paid out of substantially the same source of funds) as the Lease Obligation. (d) The Lessor has agreed to purchase the Lease Obligation for outstanding principal amount thereof. No fee will be paid to any person acting as an underwriter for the Lease Obligation. (e) The Lease does not create a "hedge bond" as defined in Section 149(g) of the Code, in that at . least 85 percent of the proceeds of the Lease Obligation will be expended to carry out the governmental purpose of the issue within three years from the date of issuance of the Lease, and not more than 50 percent of the proceeds will be invested in-nonpurpose investments (as defined in Section 148(fl(6)(A)of the Code) having a substantially guaranteed yield of four years or more. (f) The Equipment has not been and is not expected to be sold or otherwise disposed of in whole or in part prior to the expiration of the maximum lease term. (g) The proceeds of the Lease Obligation ($225,461.00) will be deposited into an Equipment Acquisition Fund created by Lessee. The proceeds of the Lease Obligation, together with the investment earnings thereon, will be used to pay the cost of the equipment from the vendors thereof (the "Project'. It is reasonably expected that (i) at least 85% of the proceeds of the Lease Obligation will be allocated to expenditures on the Project by the end of three years from the date of issuance thereof, (ii) within 6 months of the issuance date of the Lease Obligation, the Lessee will incur a substantial binding obligation to a third party to expend at least 5% of the proceeds thereof on the Project, and (iii) completion of the Project and the allocation of the proceeds to expenditures with respect to the Project will proceed with due diligence. (h) The Lessee expects that (i) less than 10% of the proceeds of the Lease Obligation will be used for any private business use as defined in Section 141 of the Code, and (ii) less than 5% of the proceeds of the Lease obligation will be used for the private business use which is not related to a governmental use of the proceeds, or which is a disproportionate related business use within the meaning of Section 141 of the Code. It is understood that such limitation will not apply unless more than 10% (with respect to clause (i)) or more that 5% (with respect to clause (ii)) of the Lease Obligation is directly or indirectly (including under the terms of any underlying arrangement) secured by any interest in (1) property used to be used for a private business use, or (2) payments in respect of such property, or are to be derived from payments (whether or not to the Lessee) in respect of such property, or borrowed money, used or to be used for a private business use, as provided in Section 141 of the Code. -2- M \WPFILES\MUNI\TAMARAC\OFFCERT.0 (REV.022798) • (11) No approval, consent or authorization of any governmental or public agency not already obtained is required in connection with the Lessee's participation in the transactions contemplated by the Lease, or the performance of its obligations thereunder. (12) The Lessee does hereby designated the Lease Obligation as a "qualified tax-exempt obligation" within the provisions of Section 265 of the Internal Revenue Code of 1986. The Lessee does not reasonably anticipate issuing more that $10,000,000 of tax-exempt obligations (including those obligations of any entities controlled by the Lessee), including the Lease Obligation during the current calendar year. (13) To the best knowledge and belief of the undersigned officers, there are no other facts, estimates or circumstances that would materially change the conclusions and representations set forth in the certificate and the expectations hereinabove set forth are reasonable. WITNESS our hands and the seal of the Lessee this c;Z5 day of March, 1998 (SEAL) ATTEST Carol Gold City Clerk City of Tamarac, Florida oe chreiber yor -3- M:\WPFILES\MLINI\TAN ARAC\OFFCERT.0 (REV.022798) • • SCHEDULE OF TERMS C THIS SCHEDULE OF TERMS C, dated as of March 27, 1998, is executed and delivered pursuant to that certain Master Lease -Purchase Agreement (the "Lease") dated as of April 9, 1997, between SunTrust Bank, Central Florida, National Association ("Lessor"), 200 South Orange Avenue, Orlando, FL 32801, Attention: Leasing Department, and the City of Tamarac, Florida ("Lessee"), 7525 N.W. 88th Avenue, Tamarac, Florida 33321-2401, Attention: Finance Director. Equipment Cost: Number of Payments: Frequency of Payments: Payment Due Date: Interest Rate: Rental: Payment Amount: $225,461.00 Five (5) Annually in Advance Commencing March 27, 1998; Annually thereafter on each and every March 27, to and including March 27, 2002 4.741 % Deferred Interest to Termination Date: Total Rental Current Maximum Corporate Income Tax Rate: Budgetary Period: $ 49,363.33 $ 21,355.66 $ 246,816.66 35% October 1 through September 30 Late Payments: There will be a charge of 1.5% per month or the highest legal rate allowed on the amount of any Rent Payment which remains unpaid for ten (10) days after the due date. Insurance: The insurance required pursuant to the Lease shall include, but is not limited to, the following types and amounts of coverage: A. PHYSICAL DAMAGE to all vehicles(s) leased under this Schedule; (1) Scope of Coverage: Comprehensive and collision coverage (2) Limits of Coverage: not less than the greater of the full replacement value of the Vehicles or the installments of rent then remaining unpaid hereunder immediately prior to the physical damage of each Vehicle leased hereunder (3) Deductible: not more than $1,000.00 per occurrence; Lessee is liable for all deductible amounts M:\WPFILESV,4UMTAMAR.AC\SCFiEDLTI.E.C(RE V.022798) r� rI B. MOTOR VEHICLE LIABILITY: (1) Scope of Coverage: Liability coverage including, but not limited to bodily injury, death, property damage; contractual liability and personal injury (2) Limits of Coverage: Minimum liability coverages in the following amounts must be provided; $100,000 per occurrence/$300,000 aggregate per occurrence/$100,000 property damage C. PERSONAL PROPERTY coverage to all equipment leased under this Schedule: 4 (1) Scope of Coverage: All risk, including but not limited, to flood damage if the property is located in a flood plain area as defined by applicable government authority (2) Limits of Coverage: not less'than the greater of the full replacement value of the Equipment or the installments of rent then remaining unpaid hereunder immediately prior to the physical damage of each item of Equipment leased hereunder (3) Deductible: not more than $1,000.00 per occurcnce; Lessee is liable for all deductible amounts D. COMPREHENSIVE GENERAL LIABILITY: (1) Scope of Coverage: Comprehensive General Liability coverage: including, but not limited to bodily injury, death, and property damage, contractual liability and personal injury; (2) Limits of Coverage: Minimum liability coverages in the following amounts must be provided; $250,000 per occurrence/$500,000 aggregate per occurrence/$100,000 property damage - E. LOSS PAYEE: Lessor must be named as loss payee and additionally insured on physical damage insurance. F. SELF-INSURANCE: In the event Lessee is self -insured for the purpose of physical damage coverage, a Statement of Self -Insurance will be provided. Dated this - 2 5 day of March, 1998. LESSOR: SunTrust Bank, Central Florida, National Association Denise K. Beauchamp Vice President -2- LESSEE: City of Tamarac, Florida By: oe Schreiber Mayor M:\ W PFII$ S\Mi.JNi\TAMARAC\SCHEDULE. C(RE V.022798) • [7 AMORTIZATION SCHEDULE C Balance After Payment Payment Payment Date Amount I Principal (Prsuayment Price) Mar-27-98 49,363.33 0,00 49,363.33 176,097.67 49,363.33 0-00 49,363,33 Mar-27-99 49,363.33 8,349.01 41,014.32 135,083.35 49,363.33 8,349.01 41,014.32 Mar-27-00 49,363.33 6,404,47 42.958,86 92,124.49 49,363.33 6,404.47 42,958.86 Mar-27-01 49,363.33 4,367.74 44,995,59 47,128.89 49,363-33 4,367.74 44,995.59 Mar-27-02 49,363.33 2.234,44 47,128.89 0.00 49,363.33 2,234.44 47,128-89 TOTAL 246,816.66 21,355.66 225,461.00 This Amortization Schedule C, dated as of March 27, 1998, is delivered pursuant to Section 2 of the Master - Lease -Purchase Agreement, dated as of April 9, 1997, between SunTrust Bank, Central Florida, National Association ("Lessor"), and the City of Tamarac, Florida, ("Lessee"). Dated this o25 day of March, 1998. LESSOR: SunTrust Bank, Central Florida, National Association By: Denise K. Beauchamp Vice President LESSEE: City of Tamarac, Florida By: - Joe Schreiber �— Mayor MAWPFILES\MUNI\TAMARACWMORT.0 (REV.022798) Page 1 DESCRIPTION OF EQUIPMENT C 0 • This Description of Equipment C, dated as of March 27, 1998, is executed and delivered pursuant to Section 2 of the Master Lease -Purchase Agreement dated as of April 9, 1997 (the "Lease") between SunTrust Bank, Central Florida, National Association ("Lessor") and the City of Tamarac, Florida ("Lessee"). The Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the Equipment described below, located at 7525 N.W. 88th Avenue, Tamarac, Florida 33321-2401, pursuant to the terms of the Lease, the terms of which are incorporated herein by reference, and as supplemented by a Schedule of Terms C and Amortization Schedule C, each dated as of March 27, 1998, and executed by Lessor and Lessee. INTEGRATED SECURITY MANAGEMENT SYSTEM FOR CITY FACILITIES Cost Basis: $ Dated this PZ- day of , 199 F . LESSOR: SunTrust Bank, Central Florida, National Association By: Denise K. Beauchamp Vice President LESSEE: City of Tamarac, Florida By: J Schreiber ayor M:\WPFILES\MUNi\TAMARAC\EQUIPLST.0 (R.EV.022798) Form 8038-G (Rev. May 1995) Del3artment of the rreasury internal Revenue Service C. 3 5 7 9 10 11 12 13 14 15 16 17 18 19 020 Im 21 22 23 24 25 26 27 28 29 (b) Interest rate Final maturity. NA NA 0/0 Entire issueMINEMAL ILL Uses of Proceeds of Bond Issue I Information Return for Tax -Exempt Governmental Obligations ■ Under Internal Revenue Code section 149(e) OMB No. 1545-0720 ■ See separate Instructions. (Note: Use Form 8038-GC if the issue price is under $100,000.) Authori If Amended Return, check here ■ [7 Issuer's name 2 Issuer's employer identification number City of Tamarac 59 1039552 Number and street (or P.O. box it mail is not delivered to street address) Room/suite! 4 Report number 7525 N. W. 38th Avenue G19g8 -2 City, town, or post office, state, and ZIP code 6 Date of issue Tamarac, Florida 33321 March 27 1998 Name of issue 8 CUSIP number Lease -Purchase Agreement None Tye of Issue (check applicable box es and enter the issue price) ❑ Education (attach schedule -see instructions) , ❑ Health and hospital (attach schedule -see instructions). ❑ . . . Transportation . , . , . . . ❑ Public safety. . . . . . . . . . . . . ❑ Environment (including sewage bonds) . ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . ❑ Utilities Other. Describe (see instructions) ■ Tnte rated Security System If obligations are tax or other revenue anticipation bonds, check box ■ ❑ If obligations are in the form of a lease or installment sale, check box ■ n of Oblh (a) Maturity date (c) (d) Issue price Stated redemption price at maturity NA NA 225,461.00 NA including underwriters' discc Proceeds used for accrued interest . . . . . . . . . . Issue price of entire issue (enter amount from line 20, column (c)) Proceeds. used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement , . , . . , , . . . Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior Issues . . . . . , . Proceeds used to advance refund prior Issues . Total (add lines 23 througn 27) . V1 11 12 13 14 15 1161 225,461-nn (e) Weighted yield Net interest rage maturity cost 23 NA 24 NA 25 NA 26 NA 27 NA 21 22 % I NA % NA NA 2$ 1 NA NA LiMLSA uescrl tlon of Refunded Bonds (Complete this part only for refunding bonds. 30 Enter the remaining weighted average maturity of the bonds to be currently refunded , ■ _ _ NA years 31 Enter the remaining weighted average maturity of the bonds to be advance refunded , ■ _ NA years 32 Enter the last date on which the refunded bonds will be called , ► NA 33 Enter the date(s) the refunded bonds were issued ■ NA Nonrefunding proceeds of the issue isubtract line 28 from fine 22 and enter amount here) . miscellaneous 34 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 34 35 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(B)(i)(III) (small issuer exception) 35 225,461.00 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 . ■ 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units I 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 ■ and the date of the issue ■ 38 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . ■ ❑. 39 If the issuer has identified a hedge, check box ■ ❑ Under penalties of penury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true. correct, and complete. lease Sign 3 �`f Here , �--{' ' F- S - ti R F ; A F. Signa of issuer's authorized representative Date Type or print name and title For Paperwork Re uction Act Notice, see pa -gel ref the Instructions. Cat. No. 637735 Form 8C=-G (Rev. 5-95) 0 Printed on recycled paper 'U.S. Goverrwrorrt Printing Office: 19W— 387-096ri(1109 STATE OF FLORIDA DIVISION OF BOND FINANCE LOCAL BOND MONITORING SECTION This form represents an update and compilation of the BF2003, BF2004-A and SF2004-B forms. ad Information forms (BF2003) are required to be completed by local governments pursuant to Chapter 19A-1.003, Florida Administrative Code (F.A.C.). Disclosure forms BF2004-A (Competitive Sale) or BF2004-B (Negotiated Sale) are required to be filed with the Division within 120 days of the delivery of the issue pursuant to Sections 218.38(1)(b)1 and 218.38(1)(c)1. Florida Statutes (F.S.), respectively. Final Official Statements, if prepared, are required to be submitted pursuant to Section 218.38(1), F.S.. • Plaase comoleto all items applicable to the issuer as provided by the Florida Statutes. PURSUANT TO SECTION 218.369, F.S., ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS. BF2003 BOND INFORMATION FORM PART I. ISSUER INFORMATION 1. NAME OF GOVERNMENTAL UNIT: City of 'Tamarac, Florida 2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER: 7525 N.W. 88th Avenue 3. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: Broward 4. TYPE OF ISSUER: —COUNTY X CITY � AUTHORITY INDEPENDENT SPECIAL DISTRICT DEPENDENT SPECIAL DISTRICT SPECIFY OTHER PART IL BOND ISSUE INFORMATION 0 NAME OF BOND ISSUE: Lease -Purchase Agreement 2. AMOUNT ISSUED: S _ 225,461.003. AMOUNT AUTHORIZED: S 4. DATED DATE: 03/27/98 5. SALE DATE: 03/27/98 6. DELIVERY DATE: 03/27/98 7. LEGAL AUTHORITY FOR ISSUANCE: FLORIDA STATUTES SPECIAL ACTS OTHER Chapter 166, Florida Statues 8. TYPE OF ISSUE: — GENERAL OBLIGATION — SPECIAL ASSESSMENT — SPECIAL OBLIGATION REVENUE COP (CERTIFICATE OF PARTICIPATION) X LEASE -PURCHASE — BANK LOAWLINE OF CREDIT 9. A. IS THIS A PRIVATE ACTIVITY BOND (PAS)? YES x NO B. 1. IF YES, DID THIS ISSUE RECEIVE A PAS ALLOCATION? YES NO 2. IF YES, AMOUNT OF ALLOCATION: S 10. SPECIFIC REVENUE(S) PLEDGED: (1) PRIMARY Annual appropriations of legally available funds is(2) SECONDARY (3) OTHER(S) 14 A. PURPOSE(S) OF THE ISSUE. (1) PRIMARY Integrated Security S stem (2) SECONDARY (3) OTHER(S) �. IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING: (1) FOR EACH AMOUNT) OF ISSUE. REFUNDED ORIGINAL VALUE (PRINCIPAL AMOUNT OF PAR VALUE (PRINCIPAL AMOUNT)REFUNDED SUE. AND (2) REFUNDED DEBT HAS BEEN: RETIRED OR (3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY? YES B. IF YES, APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY? DEFEASED NO 12. TYPE OF SALE: , COMPETITIVE BID X NEGOTIATED — NEGOTIATED PRIVATE PLACEMENT 13. BASIS OF INTEREST RATE CALCULATION, I.E., INTEREST RATE USED TO STRUCTURE THE BOND ISSUE: NET INTEREST COST RATE (NIC) TRUE INTEREST COST RATE (TIC) 4.741 0% CANADIAN INTEREST COST RATE (CIC) % ARBITRAGE YIELD (ARBI) °'O SPECIFY OTHER: 10 INSURANCE/ENHANCEMENTS: AGIC ,AMBAC —HUD _ MBIA , NGM _ LOC(LETTER OF CREDIT) X NOT INSURED CGIC CLIC SPECIFY OTHER FGIC FSA 15. RATING(S): MOODY'S __ S & P FITCH — DUFF&PHELPS SPECIFY OTHER X NOT RATED 16. DEBT SERVICE SCHEDULE. ATTACH COMPLETE COPY OF SCHEDULE PROVIDING THE FOLLOWING INFORMATION: MATURITY DATES (MO/DAY/YR) COUPON/INTEREST RATES ANNUAL INTEREST PAYMENTS PRINCIPAL (PAR VALUE) PAYMENTS MANDATORY TERM AMORTIZATION 17. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: At any time without premium s. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER. SunTrust Bank Central Florida N � Corporate Equipment Leasing Department F.O. Box 3010 Orlando, FL 23802-3010 2 1 5. PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE. r� — NO BOND COUNSEL BOND COUNSEL(S): NO FINANCIAL ADVISOR X NO OTHER PROFESSIONALS FINANCIAL ADVISORS)/CONSULTANT(S): OTHER PROFESSIONALS: Akerman, Senterfitt & Eidson, P.A. (Special Counsel t-n Ci W T. Dean Dickson 255 S. Orange Avenue Orlando, FL 32701 20. PAYING AGENT X NO PAYING AGENT 21. REGISTRAR X NO REGISTRAR 22. COMMENTS: PART III. RESPONDENT INFORMATION FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT: Name and Title Denise Beauchamp,_ Vice President Phone 407 237-4294 Company SunTrust Bank, Central Florida National Associ INFORMATION RELATING TO PARTY COMPLETING THIS FORM (tf different from above): Name and Title Company Date Report Submitted BF2004-A and BF2004-B Phone NOTE: THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLETED IN FULL FOR ALL BOND ISSUES EXCEprTHOSE SOLD PURSUANT TO SECTION 154 PART III; SECTIONS 159 PARTS II, III OR V; OR SECTION 243 PART 11. FLORIDA STATUTES. 23. ANY FEE, BONUS, OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN CONNECTION WITH THE BOND ISSUE, TO ANY PERSON SUCH UNDERWRITER OR CONSULTANT: X NO FEE, BONUS OR GRATUrrY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT (1) COMPANY NAME FCC PAID: S SERVICE PROVIDED or FUNCTION SERVED: 3 �2) COMPANY NAME FEE PAID: S SERVICE PROVIDED or FUNCTION SERVED: COMPANY NAME FEE PAID: S SERVICE PROVIDED or FUNCTION SERVED: (4) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: 24. ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE, INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS: NO FEES PAID BY ISSUER (1) COMPANY NAME Akerman, Senterfitt & Eidson, P.A. FF.E PP.'D: S 1,300.00 SERVICE PROVIDED or FUNCTION SERVED: _Staecial. ncel to City (2) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (3) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: �(4) COMPANY NAME T EE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF EXECUTIVE OFFICER OF THE GOVERNING BODY OF THE UNIT OF LOCA1. GOVERNMENT OR THE GOVERNMENTAL OFFICER PRIMARILY RESPONSIBLE FOR C ORDINATING� E ISSUANCE" OF THE BOND:: NAME (Typed/Printed): Joe Schreiber SIGNATURE: -- i �C TITLE: Mayor DATE: BF2004-B ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE 25. MANAGEMENT FEE CHARGED BY UNDERWRITER: OR PRIVATE PLACEMENT FEE: X NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE 26. UNDERWRITER'S EXPECTED GROSS SPREAD: X NO GROSS SPREAD $ PER THOUSAND PAR VALUE. $ $ PER THOUSAND PAR VALUE. PART IV. RETURN THIS FORM AND THE FINAL OFFICIAL STATEMENT, IF ONE WAS PREPARED, TO: Cau . r Dellverles: Division of Bond Finance Melling Address: Division of Bond Finance State Board of Administration State Board of Administration 1801 Hermitage Blvd., Suite 200 P. 0. Drawer 13300 Tallahassee, FL 32308 Tallahassee, FL 32317-3300 Phone: 904/488-4782 FAX: 904/413-1315 REVISED Feb. tsesrorosoai 0 TRUTH IN BONDING AND FINDER FEES STATEMENT 0 SunTrust Bank, Central Florida, National Association (the "Purchaser"), in connection with the negotiated sale by the City of Tamarac, Florida (the "City") of its lease obligation created pursuant to the Master Lease -Purchase Agreement dated as of April 9, 1997, as supplemented by a Schedule of Terms C dated as of March 27, 1998 (the "Lease Obligation"), hereby makes the following statement pursuant to Section 218.385, Florida Statutes: The City is proposing to issue a $225,461.00 Lease Obligation for the purpose of financing the acquisition of certain equipment. The Lease Obligation is expected to be repaid over a period of five (5) years. At an interest rate of 4.741%, the total interest paid over the life of the Lease will be approximately $21,355.66. The source of payment of the Lease Obligation is the legally available funds of the City budgeted and appropriated on an annual basis. Authorizing the Lease Obligation will result in approximately $49,363.33 of the City's legally available funds not being available to finance other services of the City each year for five (5) years. The Purchaser hereby certifies that it has not paid or has not promised to pay (directly or indirectly) a fee to any person not regularly employed by the Purchaser to act as an intermediary between the City and the Purchaser for the purpose of influencing any transaction in connection with the purchase of the Lease Obligation. SunTrust Bank, Cental Florida, National Association By: Denise K. Beauchamp, Vice President M!\WPFILES\MUNI\TAMARAC\TRUTHNBO.0 (REV022798) .R Mitchell S. Kraft City Attorney 171 amity of Tamarac 7525 N.W. 88th Avenue, Tamarac, Florida 33321-2401 Telephone: (954) 724-1240 • Facsimile (954) 724-2454 March 27, 1998 Mayor Schreiber City of Tamarac, Florida SunTrust Bank, Central Florida, National Association Orlando, Florida CITY OF TAMARAC, FLORIDA EQUIPMENT LEASE OBLIGATION Gentlemen: I have acted as the City Attorney for the pity of Tamarac, Florida (the "Lessee") in connection with the issuance by the Lessee of a lease obligation, pursuant to the Constitution and laws of the State of Florida, particularly Chapter 166, Florida Statutes, and all other applicable provisions of law (collectively, the "Act") and a Resolution adopted by the Lessee on March 25, 1998 (the "Resolution"). The lease obligation of the Lessee is created pursuant to a Master Lease -Purchase Agreement (the "Lease -Purchase Agreement") between the Lessee and SunTrust Bank, Central Florida, National Association (the "Bank"), as Lessor, dated as of April 9, 1998, as supplemented by a Schedule of Terms B, an Amortization Schedule B, and a Description of Equipment B, all dated as of March 27, 1998 (the "Lease Documents"), whereby the Lessee agrees to make rental payments to the Bank during the Lessee's current budget year and subsequent budget years for which funds have been budgeted and appropriated for that purpose. The obligation of the Lessee to make such rental payments in this budget year and any subsequent budget year for which funds have been budgeted and appropriated for that purpose, shall be referred to hereinafter as the "Lease Obligation." In connection with this opinion, I have examined certified copies of the Resolution, the Lease -Purchase Agreement, and the Lease Documents, and such other documents, certificates, and proofs as I have deemed necessary for the purposes hereof. Based thereon, I am of the opinion: 1 equal Opportunity Employer • • • 1. The Lessee is a duly created and validly existing public body corporate and politic of the State of Florida, with the power to adopt and perform the Resolution and to issue the Lease Obligation. 2. The Lease -Purchase Agreement and the Lease Documents have been duly authorized, executed and delivered by the Lessee and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and -binding obligations of the Lessee. _ 3. The Lease Obligation is a valid and binding obligation of the Lessee _ payable solely from funds budgeted and appropriated for that purpose during the Lessee's then current budget year. The Lease Obligation constitutes a current expense of the Lessee and does not constitute a debt of the Lessee in -contravention of any applicable constitutional, statutory or charter limitations or requirements concerning the creation of indebtedness. Neither the faith and credit of the Lessee nor the State of Florida is pledged in payment of the Lease Obligation. 4. No further approval, . consent, or authorization of, or filing with any governmental or public body or agency is required in connection with the Lessee's issuance of the Lease Obligation and the execution and delivery of the Lease Documents and -the performance of its obligations thereunder. - 5. The execution, delivery, and performance by the Lessee of the Lease Documents does not conflict with or constitute a breach of or default under any existing law, administrative regulation, court decree, resolution, or agreement to which the Lessee is subject as of the date of closing. 6. The Resolution has been duly enacted and adopted by the Lessee and has not been amended, supplemented, or repealed and is in full force and effect and constitutes a valid and binding contract of the Lessee enforceable in accordance with its terms. 7. To the best of my knowledge after due inquiry, no litigation or other -proceedings are pending or threatened in any court or other tribunal of competent jurisdiction, state or federal, in any way, (1) to restrain or enjoin the execution of the Lease documents or the incurrence of the Lease Obligation; or (2) questioning or affecting the validity of the Lease - Purchase Agreement, the Lease Documents or sources of payment of the Lease Obligation; or (3) questioning or affecting the validity of any of the proceedings for the authorization, execution, registration, issuance, or delivery of the Lease -Purchase Agreement, the Lease Documents or the incurrence of the Lease Obligation or the acquisition of the Equipment (as defined in the Lease -Purchase Agreement); or (4) questioning or affecting the organization or existence of the Lessee or the title to office of any F member of the Lessee; or (5) which, if adversely determined, would 40 adversely affect the ability or capacity of the Lessee to perform its obligations under the Resolution or the Lease -Purchase Agreement. 8. Any and all applicable public bidding requirements have been met with respect to the execution and delivery of the Lease Documents. • • 9. The Lessee is exempt from all personal property taxes and is exempt from sales and/or use taxes with respect to the transactions contemplated by the Lease Documents. 10. 1 have no knowledge of any legislation adopted by the prior or current session of the Florida Legislature that restricts or otherwise adversely affects the Lessee's power to issue the Lease Obligation or its ability to pay the rent payments due thereunder. It is to be understood that the rights of the holders of the Lease Obligation, and the enforceability of the Resolution and the Lease -Purchase Agreement, may be subject to the exercise of judicial discretion in accordance with general principles of equity, to the valid exercise of the sovereign police powers of the State of Florida, and of the constitutional powers of the United States of America and to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors'- rights heretofore or hereafter enacted. City Attorney u70=11 1i Cc: Vice Mayor Mishkin Commissioner McKaye Commissioner Roberts Commissioner Sultanof 3