HomeMy WebLinkAboutAgreement_General_10/30/2013 (2) SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
MASTER LEASE AGREEMENT
LEASE NUMBER 09261
Ibis MASTER LEASE AGREEMENT ( the "Agreement"), dated as of October 29, 2013 is made and entered into by and between
SUNTRUST EQUIPMENT FINANCE & LEASING CORP., a Virginia corporation, as lessor (` Lessoe% and VILLAGE OF
TEQUESTA, FL, a political subdivision ofthe State of Florida, as lei (` Lessm").
In consideradon ofthe mutual covenants herein contained, the parties hereto agree as follows:
ARTICLE L DEFINITIONS AND EKEI]B1TS
Section LL DeBNtloac The following terms have the meanings specified below.
"Acceptance Certificate means each Acceptance Certificate delivered by Lessee as part of an Equipment Schedule certifying as to the
delivery, installation and acceptance ofEquipment.
"Agnemcne mesas this Master Lease Agreement and all Equipment Schedules hereto.
- Agreement Date" means the date fast written above.
" Code" means the Internal Revenue Code of 1986, as amended, together with Treasury Regulations promulgated from time to time
der.
"Equipment" means all items of property described in Equipment Schedules and subject to this Agreement.
"Equipment Group" means each group of Equipment listed in a single Equipment Schedule.
"Equipment Schedule" means each sequentially numbered schedule executed by Lessor and Lessee with respect to Equipment Group.
"Escrow Accome mans the equipment acquisition account established by Lessor and Lessee with Escrow Agent pursuant to the Escrow
Agreemea
"Escrow Agent" means SUNTRUST BANK, a Georgia bmlang corporation, and any successor escrow agent under the Escrow
Agreement
"Escrow Agreement" MEN the Escrow Agreement, substantially in the form of F. F hereto, to be executed by Lessor, Lessee and
Escrow Agent upon the first funding of an Equipment Schedule using the procedure described in section 2.4.
"Events of Default" means those events described in Section 12.1.
"Fiscal Year" mans each 12-month fiscal period of Lessee.
"Funding Date" means, with respect to each Lase, the date Lessor makes payment to the Vendor(s) named in the related Equipment
Schedule or reimbwses Lessee for the purchase price of the related Equipment Group or, if the procedure described in Section 2.4 is
utilized, the date Lessor deposits fiords equal do such purchase price into the Escrow Account.
"Interest" means the portion of a Rental Payment designated as and comprising interest as provided in a Payment Schedule.
"L ease" means, with respect to each Equipment Group, this Agreement and the Equipment Schedule relating thereto, which together shall
constitute a separate contract between Lessor and Lessee relating to such Equipment Group.
"cease Date" mans, with respect to each Lease, the date so designated in the related Equipment Schedule .
"Lease Term" means, with respect to each Equipment Group, the period during which the related Lase is in effect as specified in Section
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3.1.
"Net Proceeds" means any insurance proceeds or condemnation awards paid with respect to any Equipment remaining aim payment
therefrom of all expenses incurred in the collection thereof
"Non Appropriation" means the firdm of Lessee, Lessee's governing body, or, if applicable, the governmental entity from which Lessee
obtains its operating and/or capital fiords to appropriate money for any Fiscal Year sufehent for the contained performance by Lessee of
all of Lessee's obligations under this Agreement, as evidenced by the passage of an ordinance or resolution specifically prohibiting Lessee
from performing its obligations under this Agreement with respect to any Equaipment, and from using any moneys to pay any Rental
Payments due under this Agreement for a designated Fiscal Year and all subsequent Fiscal Years.
"Payment Date" means each date upon which a Rental Payment is due and payable as provided in a Payment Schedule.
"Payment Schedule" means the schedule of Rental Payments attached to an Equipment Schedule.
"Principal" means the portion of any Rental Payment designated as and comprising principal as provided in a Payment Schedule.
"Prepayment Price" means the amount so designated and set forth opposite a Payment Data in a Payment Schedule indicating the amount
for which Lessee may purchase the related Equipment Group as of such Payment Date sites• making the Rental Payment due on such
Payment Date.
"Rental Payment" mesas each payment due from Lessee to Lessor on a Payment Date.
" Specifications" means the bid specifications and/or purchase order pursuant to which Lessee has ordered any Equipment from a Vendor.
" State" means the state or commonwealth in which Lessee is situated.
" Vendor" means each of the aunt ichuais or vendors from winch Lessee has ordered or with which lessee has contracted for the
maaafacdre, delivery and/or installation of the Equipment.
Section 1.2. Exhibits
Exhibit A : Equipment Schedule including form of Acceptance Certificate and form of Payment Schedule.
Exhib : Form of Tax Agreement and Arbitrage Certificate (Escrow).
Exh ibit C: Form ofResolution of the Governing Body of Lessee relating to each Lease (Esc row).
Exhibit D : Form of Incunibency Certificate as to each officer or representative of Lem executing this Agreement or any Lease.
Exhibit E : Form of Opinion of Counsel to Lessee.
Exhibit F • Form of Escrow Agreement.
Exhibk G -1 : Form ofConf rmation ofOrtside Insurance.
Exhibit 0-2 Form of Questionnaire for Self - Insurance and Addendum to Egripmeirt Schedule Relating to Self- Insmance.
ARTICLE IL LEASE OF EQUIPMENT
Section 2.L Atatuisi - an of Eauioment Prior to the addition of any Equipment Group, Lessee shall provide Lessor with a description of
the equipment proposed to be subject to a Lease hereunder, including the cost and vendor of such equipment, the expected delivery daft
and the desired lease terms for such tgtripment, and such other information as Lessor may require. N Lessor, in its sole discretion,
determines the proposed equipment may be subject to a Lease hereunder, Lessor shall famish to lessee a proposed Equipment Schedule
relating to the Equipment Group for execution by Less and then Lessor. By execution &-renf Lessor has made no wromihnert to lease
any equipment to Lessee. The decision whether Lessor enters into any Lease shall be solely within Lessor's discretion.
Section 2.2. Disbargern . Lessor shall lave no obligation to make any disbursement to a Vendor or reimburse Lessee for any payment
made to a Vendor for an Equipment Group (or, if the escrow procedure descnbed in Section 2.4 hereof is urtilbzd, consent to a
disbursement by Escrow Agent) until five (5) bum days after Lessor has received all of the following in form and substance satidactory
to Lessor: (a) a completed Equipment Schedule executed. by Lessee; (b) a completed Acceptance Certificate in the form included with
Exhibit A hereto executed by Lessee; (c) a certified copy of a resolution or evidence of other official action taken by or on behalf of Lessee
to authorize the acquisition of the Equipment Group on the terms provided in such Equipment Schedule; (d) a Tax Agreement and
Arbitrage Certificate in the form of Exhubht B attached Hereto executed by an authorized official. of Lessee; (e) evidence of insurance with
respect to the Equipment Group in compliance with Article VII of this Agreement (f) Vendor invoice(s) and/or bill(s) of sale relating to
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the Equipment Group in form and substance satisfactory to Lessor, and/or if such invoices have been paid by Lessee, evidence of payment
thereof and evidence of official intent to reimburse such payment as required by the Code; (g) financing statements naming Lessee as
debtor and/or the original certificate of We or mane f tauxer's certificate of origin and title application, if any, for any Equipment which is
part of such Equipment Group and is subject to certificate of title laws; (h) a folly completed and executed Form 8038 -G or 8038 -GC, as
applicable; (i) an opinion of coMMI to Lessee substantially in the farm of Exhibit E hereto, 0) evidence of payment and performance
bonds required by the Equipment Schedule, if applicable, and (k) my other documents or items reasonably required by Lessor. In
addition, any such disbursement by Lessor shall be subject to (a) no Event of Deb* having occurred and (b) no material adverse change
in Lessee's business, assets, operations, financial condition or results of operations.
Section 23. Lesse: Possession and Use Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from
Lessor, upon the terms and conditions set forth herein. Lessee sball have quiet use and enjoyment of and peaceably have and hold each
Equipment Group during the related Lease Term, except as expressly set forth in this Agreement.
Section M. Escrow ri ocedare If Lessor and Lessee agree that the cost of an Equipment Group is to be paid from an Escrow Account:
(a) Lessor and Lessee shall exec to an Escrow Agreement substa Wally in the farm of Exhibit F, (b) Lessor and Lessee shall execute an
Equipment Schedule relating to such Equipment Group; and (c) Lessor shall deposit an amount equal to the cost of the Equipment Group
into the Escrow Account nt. All amounts deposited by Lessor into the Escrow Account shall constitute a loan fiom Lessor to Lessee which
shall be repaid by the Rental Payments due under the related Lease.
ARTICLE III. TERM
Section 3.1. Term This Agreement shall be in effect from the Agreement Date until the earliest of (a) won under Section 32 or
(b) termination under Section 122. Each Lease with respect to an Equipment Group shall be in effect for a Lase Term commencing upon
the Lease Date aid endnng as provided in Section 3S.
Section IL Tera nzWan by Lessee In the sole event of Non-Appropriation, this Agreement and each Lease hereunder shall terminate,
in whole, but not in part, as to all Equipment effective upon the last day of the Fiscal Year for which finds were appropriated, in the
manner and subject to the terms specified in this Article. Lessee may effect such termination by giving Lessor a written notice of
termination and by paying too Lessor any Rental Payments and other amounts which are due and have not been paid at or before the end of
its then current Fiscal Year. Lessee shall endeavor to give notice of such termination not leas than ninety (90) days prior to the end of tare
Fiscal Year for which appropriations were made, and shall notify Lessor of any anticipated termination. In the event of termination of this
Agreement as provided in this Section, Lessee shall comply with the instructions received from Lessor in accordance with Section 12.3.
Section 33. Effect of TermBantYon Upon termination of this Agreement as provided in Section 32, Lessee shall not be responsible for
the payment of any additional Rental Payments coming due in succeeding Fiscal Years, but if Lessee has not complied with the instructions
received from Lessor in accordance with Section 123, the termination shall nevertheless be effective, but Lessee shall be responsible for
the payment of damages in an mount equal to the amount of the Rental Payments that wmdd thereafter have came due if this Agreement
had not been terminated and which are attrhbutable to the number of days after which Lessee fans to comply with Lessor's iuttiactions and
for any other loss suffered by Lessor as a result of Lessee's fativae to take such actions as required
Section 3.4. Noon Omitted Intentionally.
Section 35. Termination of Lease Term The Lease Term with respect to any Lease will terminate upon the occurrence of the first of
the following events: (a) the termination of this Agreement by Lessee in accordance with Section 32; (b) the payment of the Prepayment
Price by Lessee pursuant to Article V; (c) an Event of Default by Lessee and Lessor's election roc terminate such Lease pursuant to Article
X14 or (d) the payment by Lessee of all Rental Payments and all other amounts authorized or required to be paid by Lessee pursuant to
such Lase.
ARTICLE IV. RENTAL PAYMENTS
Section 4.1. Rental Payments. Lessee agrees to pay the Rental Payments due as specified in the Payment Schedule in Exhibit A. A
portion of each Rental Payment is paid as Interest as specified in the Payment Schedule of each Lease, and the first Rental Payment will
include Interest accruing from the Funding Dan. Lessor is authorized to insert the due date of the first Rental Payment in the Payment
Schedule in Exhbit A. All Rental Payments shall be paid to Lessor, or to such assignee(s) Lessor has assigned as stipulated in Article XI,
at such places as Lessor or such assignee(s) may from time to time designate by written notice to Lessee. Lessee shall pay the Rental
Payments with lawful money of the United States of America from moneys legally available therefor.
Seim 42. Current Ehcoease. The obligations of Lessee, including its obligation to pay the Rental Payments due in any Fiscal Year of a
Lease Tenor, shall constitute a current expense of Lessee for such Fiscal Year and shall not constitute an indebtedness of Lessee within the
meaning of the Constitution and laws of the a State. Nothing herein shall constitute a pledge by Lessee of any taxes or other moneys (other
than moneys lawfully appropriated form time to time by or for the benefit of Lessee for this Agreement and the Net Proceeds of the
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Equrip�nt} to the payment of arry Rental Payment or other amount coming due hereunder: Lessor aclmowledges that in no event may it
compel the use of ad valorem taxing power for the payment of Rental Payments or any other amounts payable under this Agreement.
Summon 43. Unconditional Rental Payments. Lessee's obligation to make Rental Payments and any other payments hereunder shall be
absolute and unconditional. Lessee shall make these payments when due and shall not withhold any of these payments pending final
resolution of any disputes. Lessee shall not assert any right of set -off or counterclaim against its obligation to make these paymentL
Lessee's obligation to make Rental Payments or other payments shall not be abated through accident, unforeseen cam, hihir+e of
the Equipment to perform as desired, damage or destruction to the Equuwmemt loss of possession of the Equipment or obsolescence of the
Equipment. Lessee shall be obligated to continue to make payments required of it by this Agreement if title to, or temporary use of the
Equipment or any part thereof shall be taken under exercise of the power of eminent domain.
Section 4.4. Rental Paymed AdlustmenL It during the Lease Term for any Lease, the federal corporate income tax rate decreases
(whether or not Lessor is actually taxed at the maximum marginal statutory rate) or the federal tax laws are clanged to reduce or cap
the benefit of the tax exemption for Interest on the Lease (whether or not Lessor is actually subject to such reduction or cap), the
annual Interest rate on each Lease shall be adjusted as follows: (a) the Interest rate shall be divided by 0.65, (b) the resulting quotient
shall be multiplied by the difference between 1.0 and the actual new maximum federal corporate income tax rate or the effective
maximum federal corporate income tax rate after giving effect to any reduction or cap on the benefit of the tax exemption, as
applicable, and (c) the resulting amount shall be the new Interest rate for such Lem. Such increase in the Interest rate shall take effect
on the effective date of the change in federal tax laws, and shall be applicable to all Leases then in effect For the fiscal year of Lessee
in which the effective date of the change in federal tar law falls, the increased Interest accruing shall be due and payable on the first
Rental Payment date in the fiscal year of Lessee following the fiscal year in which the effective date of the cite in federal tax law
Wis. Appropriation of said increased Interest shall be subject to Section 32 and failure to appropriate such increased Interest shall
result in a termination of the Lease under Section 33. Upon an increase in the Interest rate under this Section, Lessor shall provide to
Lessen a revised Payment Schedule for each Lease reflecting the increased Interest rate.
ARTICLE V. OPTION TO PREPAY
Section 5.1. Option to Prepay Lessee shall have the option to prepay its obligations under any Lease in whole but not in part on any
Payment Date for the then applicable Prepayment Price (which shall include a prepayment fee) as set forth in the related Payment
Schedule, provided there has been no Non-Appropriation or Event of Default
Semen 5Z Exercise of Option Lessee shall give notice to Lessor of its intention to exercise its option not less than thirty (30) days
prior to the Payment Date on which the option will be exercised and shall pay to Lessor not later than such Payment Date an amount equal
m all Rental Payments and any other amounts these due or past due under the related Lease (including the Rental Payment due on the
Payment Date) on which the option shall be effective and the applicable Prepayment Price set forth in the related Payment Schedule. In the
event that all such amounts are not received by Lessor on such Payment Date, such notice by lessee of exercise of its option to prepay
shall be void and the related Lease shall continue in full force and effect
Section 5.3. Release of Lessor's merest Upon receipt of the Prepayment Price in good fiords with respect to any Equuipnent Group, the
Lease with respect to such Equipment Group shall terminate and Lessee shall become entitled to such Equipment Group AS IS, WHERE
IS, WITHOUT WARRANTIES, EXPRESS OR IlNPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE OR FM-MSS FOR THE USE CONTEMPLATED BY LESSEE., except that such Equipment
Group shall not be subject to any lien or encumbrance created by or arising through Lessor.
ARTICLE VL REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 6.1. Representations and Warranties of Lessee. Lee represents and warrants as of the Agreement Date and as of each Lease
Date as follows:
(a) Lessee is a state or political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and
existing under the Constitution and laws of the State, and is authorized under the Constitution and laws of the State to enter into this
Amt, each Lease and the tractions contemplated hereby and thereby, and to perform all of its obligations under this Agreement
and each Lease.
(b) The execution and delivery of this Agreement and each Lease have been duly authorized by all necessary action of Lessee's
governing body and such action is in compliance with all public bidding and other State and federal laws applicable to this Agreement,
each Lease and the acquisition and financing of the Equipment by Lessee.
(c) This Agueemetut and each Lease have been duly executed and delivered by and constatrtm the valid and binding obligation of
Lessee, enforceable against Lessee in accordance with their respective terms.
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(d) The execution, delivery and perforce of this Agreement and each Lease by Lessee shall not (i) violate any State or fi*W law
or local law or ordinance, or any order, writ, injunction, decree, or regulation of any court or otter govar mental agency or body applicable
to Lessee, or (ii) conflict with or result in the breach or violation of any term or provision of or constitute a default under, any note, bond,
mortgage, indenture, agreement, deed of trust, lease or other obligation to which Lessee is bound
(e) There is no action, suit, proceeding, cam, inquiry or investigation, at law or in equity, before or by any court, regulatoryy agency,
public board or body pending or, to the best of Lessee's knowledge, threatened against or affecting Lessee, challenging Lessee's authority
to eater into this Agreement or any Lease or any other action wherein an unfavorable ruling or finding would adversely affect the
enforceability of this Agreement or any Lease.
(f) No lease, reel agreement, leas&pnchase agreement, payment agreement or contract for purchase to which Lessee has been a
party at any time during the past ten (10) years has been terminated by Lessee as a result of insufficient funds being appropriated in any
Fiscal Year. No event has occurred which would carte an event of default render any debt, revenue bond or obligation which Lessee
has issued during the past ten (10) years.
(g) Lessee or Lessee's governing body has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to
pay all Rental Payments during the current Fiscal Year, and such moneys will be applied in payment of all Rental Payments due and
payable during such current Fiscal Year
(h) Lessee has an immediate need for, and expects to make immediate use o& the Equipment, which need is not temporary or
expected to diminish during the applicable Lease Term. Lessee presently intends to continue each Lease hereueder for its entire Lease
Term and to pay all Rental Payments relating thereto.
Section 61. Covenants of Lessee Lessee agrees that so long as ary Rental Payments or other amounts due under Iris Agreement remain
unpaid
(a) Lessee shall not install, use, operate or. maintain the Equipment improperly, carelessly, in violation of any applicable law or
regulation or in a marmer contrary to that contemplated by this Agreement. Lessee shall obtain and maintain all permits and licenses
necessary for the installation and operation of the Equipment. Lessee shall not, without the prior written consent of Lessor, affix or install
any accessory equipment or device on any of the Equipment if such addition would change or impair the originally intended functions,
value or use of such Equipment
(b) Lessee shall provide Lessor access at all reasonable times to examine and inspect the Equipment and provide Lessor with such
acmes to the Equipment as may be reasonably necessary to perform maintenance on the Equipment in the event of Mine by Lessee to
perform its obligations heromder.
(c) Lessee shall not directly or indirectly, create, im a, assume or suffer to exist any mortgage, pledge, lien, charges encumbrance or
other claim with respect to the Equipment, other than the respective rights of Lessor and Lessee as he rain provided. Lessee shall promptly,
at its own expense, take such actions as may be necessary duly to discharge or remove my such claim if the same shall arise at any time.
Lessee shall reimburse Lessor for any expense incurred by Lessor in order to discharge or remove any such claim.
(d) The person or entity in charge of preparing Lessee's budget will include in the budget request for each Fiscal Year the Rental
Payments to become due during such Fiscal Year, and will use all reasonable and lawful means available to secure the appropriation of
money for sw h Fiscal Year sufficient to pay all Rental Payments coming due dwem. Lessor admowledges that appropriation for Rental
Payments is a governmeaW fimcdon which Lessee cannot contractually commit itself in advance to perform. Lessee acknowledges that
this Agreement does uet constitute such a commitment. However, Lessee reasonably believes that moneys in an amount sufficient to make
all Rental Payments can and will lawfully be appropriated and made available to permit Lessee's continued utilization of the Equipment in
the performance of its essential fimctons during the applicable Lease Terms.
(e) Lessee will only use the Equipment only for the purpose of performing Lessee's essential governmental fimctions.
(i) Lessee shall assure that its obligation to pay Rental Payments is not directly or indirectly secured by any interest in property, other
than the Equipment, and that the Rental Payments will not be directly or indirectly secured by or derived from any payments of any type or
any fiord other than Lessee's general purpose fiord.
(g) Lessee shall deliver to Lessor (i) annual audited financial statements within 180 days each Fiscal Year end, (u) its annual budget
for the sroceeding Fiscal Year when approved but not later than 45 days prior to its current Fiscal Year end, and (iii) such other financial
statements and mforaation relating to the ability of Lessee to satisfy its obligations under tins Agreement and each Lease as may be
reasonably requested by Lessor from time to time.
(h) Lessee shall promptly and duly execute and deliver to Lessor such firther documents, instruments and assurances and take such
fm*er action as Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to
establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder.
Section 63. Tax Rekt4d Rtmresentadmis. Warranties and Covenants.
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(a) General. Lessee agrees that it will not take or fail to take any action that would cause the hiterest portion of Rental Payments
under any Lease to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income
tax purposes.
(b) bwmpmm'wn of Ta rAgreern * cad A -bkrage Cerkfwate. As of each Leap Date and with respect to each Lie, Lessee makes
each ofthe representations, warranties and covenants contained in the Tax Agreement and Arbitrage Certificate delivered with respect
to such Lease. Each such Tax Agreement and Arbitrage Certificate is incorporated herein and made a part of this Agreement.
(c) Event of Taxability. If Lessor either (i) receives notice, in any form, from the Internal Revenue Service or (ii) reasonably
determines, based on an opinion of independent tax counsel selected. by Lessor, that Lessor may not exclude any Interest paid under any
Lease from its Federal gross income (each an "Event of Taxability" Lessen shall pay to Lessor upon demand (x) an amount which, with
respect to Rental Payments previously paid and Wang into account all penalties, fines, interest and additions to tax (including all federal,
state and local taxes imposed on the Interest due through the date of such events will restore to Lessor its after tax yield (assuming tax at
the highest marginal tax rate and taking into account the time of receipt of Rental Payments and reinvestment at the after-tax yield rate) on
the transaction evidenced by such Lease through the date of such event and (y) as additional Rental Payments to Lessor on each sucxareding
Payment Date such amount as will maintain such after -tax yield to Lessor.
ARTICLE VII. INSURANCE AND RISK OF LOSS
Section 7.1. Liability and Property Inn urance. Lessee shall, at its own expense, procure and mairdmin continuously in effect during
each Lease Tear: (a) Public liability insurance for death or injuries to persons, or damage to property arising out of or in any way
connected to the Equipment sufficient to protect Lessor and its assigns from liability in all events, with a coverage of not less than
$1,000,000 per occurrence unless specified differently in the related Equipment Schedule, and (b) msmance against such hazards as Lessor
may require, including, but not limited to, all -risk casualty and property insurance, in an amount equal to the greater of the fig replacement
cost ofilre RpOment or the applicable Prepayment Price.
Sethmn 7Z. Workers' Compensation Insurance If required by State law, Lessee shall carry workers' compensation insurance covering
all employees on, in, new or about the Equipment, and upon request, shall firmish to Lessor certificates evidencing such coverage
throughout the Lase Term.
Section 73. Insurance Reauhymunts.
(a) Inwance Policies. All insurance policies required by this Article shall be taken out and maintained with insurance conh}nnies
able to Lessor and shall contain a provision that thirty (30) days prior to ay change: in the coverage the insurer must provide written
notice to the insured Mies. No insuance shall be subject to any insurance clause. Each insurance policy shall name Lessor and its
assigns as an additional insured party and loss payee regardless of any breach of warranty or other act or omission of Lessee and shall
include a lender's loss payable endorsement for the benefit of Lessor and its assigns. Prior to the delivery of Equipment, Lessee shall
deposiit with Lessor evidence satisfactory to Lessor of such insurance and, prior to the expiration thereof, shall provide Lessor evidence of
all renewals or replacements thneneot
(b) Self basurance. With Lessor's prior consent, Lessee may self - insure the Equipment by mans of an adequate insurance find set
aside and nuintained for that purpose which mast be folly described in a letter delivered to Lessor in form acceptable to Lessor.
(c) Evddence of Inwawe. Lessee shall deliver to Lessor upon acceptance of any Equipment evidence of insurance which complies
with this Article VII with respect to such Equipment to the satisfaction of Lessor, including, without limitation, the confirmation of
insuuauice in the form of Ex1n1* G -1 attached hereto together with Certificates of Insurance, when available, or the Questionnaire for Self -
Insmance and Addendum to Equipment Schedule Relating to Self - Insurance in the form of Exhibit G-2 attached hereto, as applicable.
Section 7.4. Risk of IA . To the extent permitted by applicable laws of the State, as between Lessor and Lessee, Lessee assumes all risks
and liabilities fiom any cause whatsoever, whether or not covered by insurance, for loss or damage to any Equipment and for injury to or
death of any person or damp to any property. Whether or not covered by insurance, Lessee hereby assumes responsibility for and agrees
to indemnify Lessor from all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses, including reasonable
attorneys' fees, imposed on, incurred by or asserted against Lessor that relate to or arise out of this Agreement, including but not limited to,
(a) the selection, manufadure, purchase, acceptance or rejection of Equipment or the ownership ofthe Equipment, (b) the delivery, lease,
possession, maintenance, use, condition, return or operation ofthhe Equipment, (c) the condition of the Equipment sold or otherwise
disposed of after possession by Lessee, (d) the conduct ofLessee, its officers, employees and agents, (e) a breach ofLensee of any of its
covenants or obligations hereunder, (t) any claim, loss, cost or expense involving alleged damage to the environment relating to the
Equipment, including, but not limited to investigation, removal, cleanup and remedial costs, and (g) any strict liability under the laws or
judicial decisions of any state or the United States. This provision shall survive the termination of tbis Agreement. "To the extent Sec.
76828, Florida Statutes is applicable to a claim hereunder. (i) nothing contained in this Agreement shall be construed as consent by
Lessee to be sued for such claim, or to waive Lessee's sovereign immunity for such claim beyond the limits set forth in Sec. 76828,
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Florida Statutes, (ii) in accordance with Sec. 76828, Florida Statutes, Lessee's max liability under this Agreement " not
exceed $200,000.00 for any one claim, judgment, or portion thereof, or $300,000.00 for any one incident or occurrence; and (iii)
Lessee's liability for attorney's fees for such claim shall not exceed 25% of the amount of any judgment or settlement."
Section 7.5. Destruction of Emnlament. Lessee shall provide a complete written report to Lessor immediately upon any loss, the$
damage or destruction of any Equipment and of any accident involving any Equipment. Lessor may inspect the Equipment at any time and
from time to time during regular business ]ours. If all or any part of the Equipment is stolen, lost, destroyed or damaged beyond repair
(`Damaged Equipmenfl Lessee shall within thirty (30) days after such event either: (a) replace the sane at Lessee's sole expense with
equipment having substantially sum' Specifications and of equal or greaten value to the Damaged Equipment immediately prior to the
time of the loos occurime, and otherwise wry to Lessor, whereupon such replacement equipment shall be substituted in the
applicable Lase and the other related documents by appropriate endorsement or amendment; or (b) pay the applicable Prepayment Price
of the Damaged Equipment determined as set frith in the related Equipment Schedule. LeWee shall notify Lessor of Which course of
action it will take within 5ftcen (15) days afler the loss occaurence. If, within forty- five (45) days of the loss occurrence, (a) Lessee fails to
notify Lessor; (b) Lessee and Lessor fail to execute an amendment to the applicable Equipment Schedule to delete the Damaged
Equipment and add the replacement equipment or (c) Lessee has failed to pay the applicable Prepayment Price, then Lessor may, at its sole
discretion, declare the applicable Prepayment Price of the Damaged Equipment, to be immediately due and payable. The Net Proceeds of
insurance with respect m the Damaged Equipment shall be made available by Lessor to be applied to dirge Lessee' obligation mfr
this Section.
ARTICLE VIH. OTHER OBLIGATIONS OF LESSEE
Section 8.L Manitenance of EadmeaL Lessee shall notify Lessor in writing prior to moving the Equipment to another address and
shall otherwise heap the Equipment at the address specified in the related Fquuipment Schedule. Luce shall, at its own expense, maintain
the Equipment in pope working order and shall make all necessary repairs and replacements to keep the Equipment in such condition
including compliance with State and federal laws. Any and all replacement parts must be flee of encumbrances and liens. All such
replacement pars and accessories shall be deemed to he incorporated immediately into and to constitute an integral portion of the
Equipment and as such, shall be subject to the terms of this Agreemen L
Section L2. Tana Lessee shall pay all taxes and other charges which are assessed or levied against the FAImpment, the Rental Payments
or any part thereof, or which become due during the Lase Term, whether assessed against Lessee or Lessor, except as expressly limited by
this Section Lessee shall pay all utilities and other charges incurred in the operation, ice, use, occupancy and upkeep of the
Equipment, and all special assessments and charges lawflilly node by any governmental body that may be secured by alien on the
Equipnneot. Lessee shall not be required to pay any federal, state or local income, won, transfer, fianchise, profit; excess profit,
capital stock, gross receipts, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made as a
substitute for any tax, assessment or charge which is the obligation of Lessee umda this Section
Section 93. Advances If Lessee shall fail to perform arty of its obligations under this Article, Lessor may take such action to cute such
failure, including the advancement of money, and Lessee shall be obligated to repay all such advances on demand, with interest at the rate
of 188/6 per annum or the maximum rate permitted by law, whichever is less, from the date of the advance to the date of repayment.
ARTICLE UL TITLE
Section 9.1. ride Dining the Lease Term, ownership and legal title of all Equipment and all replacements, substitutions, reams and
modification shall be in Lessee and Lessee shall take all action necessary to vest such ownership and title in Lessee. Lessor does not own
the Equipment and by this Agreement and each lease is merely financing the acquisition of such equipment for Lessee. Lessor has not
been in the chain of title of the Equipment, does not operate, control or have possession of the Fqutipment and has no control over the
Lessee or the Lessee's operation, use, storage or maintenance of the F.qu ipmerrt.
Section 9.2. Security All provisions referencing Lessor having a security interest in the Equipment are hereby cancelled and
shall not have any force or effect. Lessor and Lessee agree that the Agreement does not result in the won of any lien, charge,
security interest or other encumbrance upon the Equipment or any other asset of Lessee.
Section 93. Modi6icatie►n of Eamoment. Lessee will not, without the prior written consent of Lessor, affix or install any accessary
equipment or device on any of the Equipment if such addition will change or impair the originally intended value, function or use of the
Section 9.4. Personal Pranertv The Equipment is and shall at all times be and remain personal property and not rues.
10fAW13SQ- rscn0chay.07n2zfl 7
ARTICLE X. WARRANTIES
Section 10.1. Selecd= of Eaainme Each Vendor and all of the Equiprncut have been selected by Lessee. Lessor shall have no
responsribility in cxnnection with the selection of the Equipment, the ordering of the Equipment, its suitabrili y for the use intended by
Lessee, the acceptance by any Vendor or its sales representative of any order submitted, or any delay or failure by such Vendor or its sales
representative to ire, deliver or install any Equipment for use by Lessee.
Section 10.2. Vendor's Wanarmties. Lessor hereby assigns to Lessee for and during the related Lease Term, all of its interest, if any, in
all Vendor's warranties, gem and patent indemnity protection, express or implied issued on or applicable to an Equipment Group,
mad Lessee may obtain the customary services fi®ished in connection with such warranties and guaraniees at Lessee's expense. Lessor
has no obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee.
Sedton 103. Discinrmer of Warrnifies LESSEE ACKNOWLEDGES THAT THE EQUIPMENT IS OF A SIZE, DESIGN,
CAPAC[TY, AND MANUFACTURE S BY LESSEE. LESSEE ACKNOWLEDGES THAT IT SELECTED THE
EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR IS NOT A MANUFACTURER
OF TBE EQUIPMENT OR A DEALER IN M91 AR EQUIPMENT, AND DOES NOT INSPECT TBE EQUIPMENT BEFORE
DELIVERY TO LESSEE. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO
THE VALUE, DESIGN, CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE EQUIPMENT, OR ANY OTHER
REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE
FOR ANY INCIDENTAL OR CONSEQUENTIAL, DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEM]3NT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT.
ARTICLE Xl. ASSIGNMENT AND SUBLEASING
Sect ion 11.1. Assisim ent by Lessor Lessor, without Lessee's consent, may assign and reassign all ofL.essar's right, We and/or interest
in and to this Agreement or aqy Lease, including, but not limited to, the Rental Payments and other amounts payable by Lessee and
Lessor's interest in the Equipment, in whole or in part to one or more assignees or subasagnee(s) by Law at any time. No such
assignment shall be effective as against Lessee unless and until written notice of the assignment is provided to Lessee. When presented
with a notice of assignment, Lessee will w1mowledge in writing receipt of such notice for the benefit of Lessor and any assignee. Lessee
shall keep a complete and ate record of all such assignments.
S ction ILL Assieoment anal Subleasing by Lem Neidmer this Agreement nor say Lease or any Equipment may be assigned,
subleased, sold, tmosfeirecl, pledged or mortgaged by Lessee.
ARTICLE XIL EVENTS OF DEFAULT AND REMEDIES
Section 12.1. Events of Default Def ued The occurrence of any of the following events with respect to a Lease shall constitute an Event
of Default under such Lease:
(a) Lessee's failure to pay any Rental Payment or other amount required to be paid to Lessor within teen (10) days following the due
date thereof (other than by reason ofNon Appropriation).
(b) Lessee's failure to insurance as required by Article VII.
(c) With the exception of the above clauses (a) & (b), Lessee's failure to perform or abide by any condition, agreement or covenant
for a period of thirty (30) days after written notice by Lessor to Lessee specifying such failure and requesting that it be remedied, unless
Lessor shall agree in writing to an extension of time prior to its expiration. Notwithstanding the foregoing, if the failure stated in the notice
cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if
oorr ective action is msftuted by Lessee within the applicable period and diligently pursued until the default is correc o&
(d) Lessor's dtsemmination that any representation, warranty or statement made by Lessee in or pursuant to the Lease was uatrve in
any material respect upon execution of the applicable Equipment Schedule.
(e) The occurrence of an Event of Taxability.
(t) The filing of a petition in bankruptcy or receivership or similar proceeding by or against Lessee, or failure by Lessee promptly to
lift any execution, gaimishment or attachment of such consequence as would impair the ability of Lessee to carry on its governmental
functions or assignment by Lessee for the benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or
the approval by a court of competent jurisdiction of any adjustment of fix1ebtedness of Lessee, or the dissolution or liquidation of Lessee.
Section 12.2. Remedies on Default Upon the occurrence of any Evert of Default with respect to a Lease, Lessor shall have the right,
at its option and without any further demand or notice to one or more or all of the following remedies:
I0/302013:BQ- BSC.DOCh .07/Msd 9
(a) Lessor, with or without terminating the Lease, may declare all Rental Payments payable under the Lease to the end of the then
current budget year of Lessee to be immediately due and payable by Lessee, whereupon such Rental Payments shall be immediately
due and payable.
N Lessor may terminate the Lease and may give Lessee written notice to deliver the Equipment subject to the Lease in the
manner provided in Section 123, and lessor may thereafter dispose of the Equipment so returned; provided that any proceeds from the
disposition of the Equipment in excess of the sum required to (i) pay any amounts payable under the Lease, including payments under
Section 12.2(a) and the outstanding principal component of Rental Payments under the Lease, and (ii) pay Lessor's costs and expenses
associated with the disposition of the Equipment (including reasonable attorneys fees), shall be paid to Lessee or such other creditor of
Lessee as may be entitled thereto; and farther provided that no deficiency shall be allowed against Lessee.
(c) Lessor may exercise any other remedy available, at law or in equity, with respect to such Event ofDefaait. Lessee shall pay
the reasonable attorneys' fees and expenses incurred by Lessor in enforcing any remedy hereunder.
Section W. Return of Eamiament: Release of Lessee's Interest Upon termination of any Lease prior to the payment of all related
Rental Payments or the applicable Prepayment Price (whether as result of Non- Appropriation or Event ofDefauht), Lessee shall, within ten
(10) days after such won, at its own expense: (a) perform any testing and repairs required to place the related Equipment in the
condition required by Article w% (b) if deinstallation, disassembly or cog is required, cause such Equipment to be demstalled,
disassembled and crated by an authorized mamifficturers representative or such other service person as is satisfactory to Lessor, and (c)
return such Equipment to a location specified by Lessor, freight and insurance prepaid by Lessee. Lessee shall execute and deliver to
Lessor such documents as Lessor may reasonably request to evidence the passage of legal tithe and ownership to Lessor and termination of
Lessee's intcrest in the Equipment. Lessor and Lessee agree that there is no intention to create under this Agreement or any Lem a
right of Lessor to dispossess Lessee involuntarily of legal title to or the right to use any Equipment, and Lessor hereby irrevocably
waives any right to specific performance of L.essce's covenant to transfer legal title to and return possession of any Equipment to
Lessor.
Section U 4 Late Charms Lessor shall have the right to require late payment charge for each Rental or any other amount due hereunder
which is not paid within 10 days of the date when due equal to the lesser of 5% of each We payment or the legal maluimum. This Section is
only applicable to the extent it does not affect the validity of this Agreement
Section 12.5 No Remedy Exclusive. Each of the rights and remedies under dos Agreement and each Lease is cumulative and may be
enforced separately or concurrently rently. No course of dealing or conduct between Lessor and Lessee shall be effective to amend, modify or
gage any provisions of this Agreement or any Lease. No failure or delay by Lessor to insist upon the strict performance of any term,
covenant or agreed of the Agreement or any L ease, or to exercise any right, power or remedy consequent upon a breach thzereo$ shall
constitute a waiver of any such term, covenant or agreement or of any such breach, or preclude Lessor from exercising any such right,
power or remedy at any later time or times.
ARTICLE XIIL MISCELLANEOUS PROVISIONS
Section 13.L Not3ccs All written notices to be given under this Agreement shall be given by Mail to the party emitted thereto at its
address specified beneath each party's signature, or at such address as the party may provide to the other parties hereto in writing from time
to time. Any such notice shell be denied to lave been received 72 hours after deposit in the United States maul in registered or certified
fimm, with postage My lid, or, if given by der means, when delivered at the address specified in this Section 13.1.
Section 112. Bindi
ma Effect This Agreement and each Lease hereunder shall be binding upon and shall inure to the benefit of Lessor
and Lessee and their respective successors and assigns. Specifically, as used herein the term "Lessor" means any person or entity to whom
Lessor has assigned its right to receive Rental Payments under any Lease.
Section 133. Severab . In the event any provision of this Agreement or any Lease shall be held invalid or a ne fin able by any court
of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof
Section 13.4. Ewe Agreement; Amendmcsefs This Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and
representations, express or implied. This Agreement may be amended or modified only by written documents duly authorized, executed
cured
and delivered by Lessor and Lessee.
Sewn 135. Captions. The cis or headings in this Agreement are for convenience only and in no way define, limit or describe the
scope or intent of any provisions, Articles, Sections or Clauses hereof.
Section 13.6. 1Fnrther Assm=ances and Corrective Instruments Lessor and Lessee agree that they will, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such hurler instruments as
may reasonably be required for correcting any inadequate or incorrect description of the Equipment hereby leased or intended, so to be, or
for otherwise carrying out the expressed intention of this Agreement. Lessee hereby authorizes Lessor to file any financing statement or
1WMW13MQ- E9cnoUrev.071L2sd 9
supplements thereto as may be reasonably required for correcting any inadequate description of the Equipment hereby leased or intended
so to be, or far otherwise carrying out the expressed inter>bion oftbis Agreement
Section 13.7. Govermrom Law This Agreement shall be governed by and construed in accordance with the laws of the State.
Section 13JL Usmrv It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that,
nom any provisions to the contrary herein or in any Equipment Schedule, in no event shall this Agreement or any Lease
hereunder require the payment or pemut the Collection of interest or any amount in the nature of interest or fees in excess of the maximum
amount permitted by applicable law. Any such excess interest or fees shall fast be applied to reduce Principal, and when no hmcipal
remains, rehmded to Lessee. In determining whether the interest paid or payable exceeds the high lawful rate, the total amount of
. afar est shall be spread through the applicable Lease Term so that the interest is uniform through such term.
Section 139. Lessee's Performance A failure or delay of Lessor to enforce any of the provisions of this Agreement or any Lease shall in
no way be construed to be a waiver of such provision.
Section 13.10. Waiver of dery Trial Lessor and Lessee hereby waive any right to trial by jury in any action or proceeding with respect
to, in cxmncction with or arising out ofthis Agreement.
Section 13.11. USA Patriot Act Compliance Notification. Lessor hereby notifies Lessee that pursuant to the requirements of the
USA PATRIOT Act (the "Act"), it is required to obtain, verify and record information that identifies Lam, which information
includes the name and address of Lessee and other information that will allow Lessor to identify Lessor in accordance with the Act.
Lessee shall, promptly upon Lessor's request, provide all documentation and other information that Lessor requests in order to comply
with its ongoing obligations under applicable "know your customer" and anti money laundering rules and regulations, including the
Act.
[SIGNATURE PAGES FOLLOW]
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
1WMM13MQ-ES D0Chw.mnzA 10
EXECUTION PAGE OF MASTER LEASE A GREEME NT
LEASE NUMBER 09261
IN WETNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly authorized officer, and
Lessee has caused this Agreement to be executed in its name by its duly authorized officer.
VILLAGE OF TEQUESTA, FL, SUNTRUST EQUIPMENT FINANCE &
Lessee LEASING CORP.,
Lessor
Name: Michael Couzzo Name: MkeEumad
Title: Village Manager Title:
Date. %.y Date
Address: 345 Tequesta Drive Address: 300 East Joppa Road, 7th Floor
Tequesta, FL 33469 Towson, MD 21286
Telephone: (561) 76&0425 Telephone:
Facsimile: (561) 768 -0429 Facsimile:
►�arzo�:�Q.asc.naclmY omz�t 1 l
EMMI T A
EQUIPMENT SCHEDULE NO. 01
TO LEASE NO. 09261
The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as October
29, 2013 (the " Agreement ") between the undersigned Lessor and Lessee. "The Agreement is incorporated herein in its entirety, and Lessee
hereby reaffirms each of its representations, warranties and covenants contained in the Agrccmcnt Lessee warrants that no Non -
Appropriation and no Event of Default, or event which, with the passage of time or the giving of notice or both, would constitute an Event
of Default, has occurred under the Agreement An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule
and by reference are made a part hereof The terms capitalized in this Equipment Schedule but not defined herein shall have the meanings
assigned to them in the Agreement.
EQUIPMENT GROUP
The cost of the Equipment Group to be finded by Lessee under this Lease is $432,843.54 (the "Acquisition Cost "). The
Equipment Group consists of the following Equipment which has been or shall be purchased from the Vendor(s) named below for the
prices set forth below:
(1) One new 2013 Sutphen Custom Heavy Duty Rescue Pamper Truck
The Equipment Group is essential to the governmental functions of Lessee. The Equipment Group is or will be located at the
following address(es). Prior to relocation of the Equipment Group or any portion thereof during the Lease Term, Lessee will provide
written notice to Lcssor.
345 Tequesta Drive
Tequesta, FL 33469
VILLAGE OF TEQUESTA, FL, SUNTRUST EQUIPMENT FINANCE
Lessee & LEASING CORP.,
Lessor
s � By .
Name: Michael Couzzo Name Mice Fuffuld
Title: Villagc Manager Title:
WCOPfOokkMt
Date: io 30 y'�I Date:
Address: 345 Tequesta Drive Address: 300 East Joppa Road, 7th Floor
Tequesta, FL 33469 Towson, MD 21286
Telephone: (561) 768 -0425 Telephone:
Facsimile: (561) 768-0429 Facsimile:
1 WAl2otraQ- rsrssre.nochev.wn2.gd
Lease Number: 09261
Equipment Schedule: 01
PAYMENT SCHEDULE
The Funding Date with respect to the above referenced Equipment Group shall be October 29, 2013. Lessor
shall retain any interest or income accruing between the Funding Date and the date on which interest begins to
accrue in accordance with the Payment Schedule more fully set forth below. The annual brbayst rate applicable to the
Equipment Group shall be 2.423 The first Rental Payment is due on November 11, 2013 and subsequent payments
are due annually as set forth below.
Payment Payment Payment Principal Interest Prepayment
Number Date Amount Component Component Balance
Loan 10/29113 432,84354
1 11/11/13 48,134.58 47,784.88 349.70 396,610.42
2 11/11114 48,13458 38,801.84 9,332.74 356,64452
3 11111115 48,134.58 39,742.28 8,39230 315,709.98
4 11/11/16 48,134.58 40,705.53 7,429.05 273,78328
5 11/11/17 48,134.58 41,692.11 6,442.47 230,840.41
6 11/11/18 48,13458 42,702.61 5,431.97 186,856.71
7 11/11/19 48,13458 43,737.61 4,396.97 141,806.98
8 11/11/20 48,13458 44,797.68 3,336.90 95,665.36
9 11/11/21 48,134.58 45,883.45 2,251.13 48,405.41
10 11/11/22 48.13458 46.995.55 1.139.03
Totals $481,345.80 $432,84334 $48,502.26
VILLAGE OF TEQUFSTA, FL,
Lessee
By:
Name: Mchael Couzzo
Title: Village Manager
* After payment of Rental Payment due on such date.
EXIT B
WSMW] Lease Number. 09261
Equipment Schedule: 01
TAX AGREEMENT AND ARBITRAGE CERTIFICATE
This TAX AGREEMENT AND ARBITRAGE CERTIFICATE ( this "Certificate - ) is executed and delivered by V1lLLAGE OF
TEQUESTA, FL ("Lessee") is favor of SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and its successors and assigns
("Lessor") in connection. with that certain Master Lease Agreement dated as of October 29, 2013 (the "Agreement") and the Equipment
Schedule referenced above ( the "Equipment Schedule "), each by and between Lessor and Imo. The terms capitalized herein but not
defined herein shall have the meanings assigned to them in the Agreement.
Section 1. In General
1.1. This CerMeW is executed for the purpose of establishing the reasonable expectations of Lessee as to fhtare events regarding the
firms of certain equipment ( the "Equipment") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the
Agreement and the Equipment Schedule (t err with all related documents executed purs thereto and orgneou>sly herewith,
the "Financing Documents"). As descr in the Financing Documents, Lessor shall apply $432843.54 (the "Principal Amemt") toward
the acquisition of the Equipment and Lessee shall make Rental Payments under the teams and motions as set forth in the Financing
Documents.
12. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and
executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing
Documents, a copy of which has been delivered to Lessor.
13. The Financing Documents are being entered into for the purpose of providing fiords for financing the cost of acquiring, equipping and
installing the Equipment which is essential to the governmental fimctions of Lessee, which Equipment is 'described in the Equipment
Schedule. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents end held by
SUNTRUST BANK, as escrow agent ("Escrow Agent") pending acquisition of the Equipment under the terms of do certain Escrow
Agreement dated as of October 29, 2013, ( the "Escrow A "� by and between Lessor, Lessee and Escrow Agerrt.
1.4. Lie will complete and timely f 9e for each payment schedule issued under the Lease a Form 8038 -0 (or, if the invoice price of *e
Equipment under such schedule is less ban $100,000, a Form 8038 -GC) relating to such Lease with the Internal Revenue Service in
accordance with Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code").
1-5. Lessee bas not issued, and reasonably anticipates that it and its subordinate entities, if arty, will not issue, tax - exempt obligations
('including the Lease) in the amount of more than $10, 000,000 during the current calendar year. Lessee hereby designate the Lease as a
"qualified tax - exempt obligation" within the meaning of Section 265(b) (3) of the Code and agrees that it and its subordinate entities, if
any, will not designate more than. $10, 000,000 of their obligations as "qualified tax-exempt obligations" during the current calendar year.
Section 2. Non - Arbitrage CertdflestionL
2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fired (or an
account or subaeeount tlheremn No sinking, debt service, reserve or similar fund or account will be created or wed for the payment
of the Rental Payments due under the Financing Documents or pledged as security therefor.
22. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within
fifteen (15) days before or after the date of issuance of the Financing Documents, (ir) issued or sold pursuant to a common plan of
financing with the F Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially the
same clamm to be paid out of substantially the same source of finds as, the Financing Documents.
23. Other than the Principal Amount held under the Escrow Agreement, Lessee does not and will not have on hand any finds that are or
will be restricted, segregated, legally required or otherwise intended to be used, directly or indirecdy, as a sabstitrrte, replacement or
separate source of financing for the Equip
2.4. No portim of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the
yield realized by Lessor from Rental Payments received under the Financing Documents. As used in this certificate, the term "yield"
means yield computed by the actuarial method using a 360 -day year and semi - annual compounding, resulting in a discount rate which,
when used in computing the present worth of all payments of principal and interest to be paid on an obligation, produces an amount
equal to the issue price, fair market value, present value or purchase price thereof; as applicable, and is determined in all respects in
accordance with Section 148 ofthe Code.
2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were
entered into. Such funds are oTected to be needed and fully expended for payment of the costs of acquig, equipping and installing the
1WMm132Q4scrsran00f ev mn2.ffin
2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than
the final Payment Date under the Financing Documents.
Section 3. Disbursement of Funds: Rumba sement to Lessee
3.1. It is contemplated that the entire Principal Amount deposited in escrow will be used to pay the acquisition cost of Equipment to the
vendors or mmudwturers thereof, provided that; if applicable, a portion of the principal amount may be paid to Lessee as reimbursement
for acquisition cost payments already made by it so long as the conditions set forth in Section 32 below are satisfied.
32. Lessee shall not request that it be reimbursed for Equipment acquisition cwt payments already made by it unless each of the following
conditioffi have been satisfied:
(a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150 -2 (the
"13echoution of Official lntwf), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion
of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than study (60) days b&m L =w adopted the
Declaration of Official Intenfi
(b) The reimbursement being requested wail be made by a written allocation before the later of eighteen (18) months after the
cgwnditne was paid or eighteen (18) months after the items ofEquipment to which such payment relates were placed in service;
(c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly
chargeable to a capital account under general federal income tax principles; and
(d) Lessee will use any reimbursement payment for general operating expenses and not in a manoer which could be construed as an
artifice or device under Treasury Regulation § 1. 148 -10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate
requirements.
Section 4. Use Temovary Period.
4.1. Lessee has incurred or will kcaur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to
pay an amount equal to at least five percent (5 %) of the Principal Amount toward the oasts of the Equipment. An obligation is not binding
if it is subject to contingencies within Lessee's control. The ordering and aoceplam of the items of Equipment will proceed with due
diligence to the date of final ice of the Equipment.
42. An amount equal to at least eighty -five percent (85 %) of the Principal Amount will be expended to pay the cost of the Equipment by
the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire
investments that do not carry out the governmental purpose of tine Financing Documents and that have a substantially guaranteed yield in
excess ofthe yield an the Lease.
4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the
Escrow Age to the Ill Revenue Service if required by, and in accordance with, Section 148(1) of the Code, and make the
annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee
reasonably expects to cause the Equipment to be acquired by April 29, 2015.
(b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in
accordance with Section 148(t) of the Code unless (i) the entire Principal Amount a expended on the Equipment by the date that is the
six -month anniversary of the Financing Documents or (n) the Principal Amount is expended on the Equipment in accordance with the
f o l l o w i n g s c h e d u l e : A t least fi f t e e n p e r c e n t (15 o f t h e P r i n c i p a l Amount and in>rm ?w earnings thereon will be applied to the cost of the
Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent (60 of the Principal Amount
and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing
Documents; and one hundred percent ( 1006%) of the Principal Amount and interest earnings thereon will be applied to the cost of the
Equipment prior to eighteen (18) months firan the date of issuance of the Financing Documents.
(c) Les= hereby covenants that (i) Lessee is a governmental unit with general tax powers, (n) the Lease is not a `private activity bond"
under Section 141 of the C ode; (iii) at least ninety -five percent (95` %) of the Principal Amount is used for the governmental activities of
Lessee; and (iv) the aggregate principal amount of all tux - exempt obligations (mcl uding the Lease) issued by Lessee and its subordinate
entities, if any, during the current calendar year is not reasonably expected to exceed $5,000,000. Accordingly, the rebate requirements of
Section 148(f) of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above.]'
' Not applicable to all transactions; see amount limitation.
10a420132c- ascnocrtv,r07n2.sd 2
Secdon I Escrow Account.
The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or marn6cturer(s)
of the Equipment am due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents
being treated as an "arbitrage bond" within the meaning of Section 148(a) ofthe Internal Revenue Code of 1986, as amended (the "Code "),
respectively Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be
disbursed on or promptly after the date that Lessee accepts the Equipment.
Section 6. No Private Use; No Consumer Loan
6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than
10' /0 of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent
(10%) of the Principal Amount phis interest earned thereon is, directly or indirectly, secured by (i) any in1t in property used or to be
used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of
property or borrowed money used or to be used for a Private Business Use.
In addition, if both (A) more than five perch (5 0 16) of the Principal Amount a used as described above with respect to Private
Business Use and (B) more than five percent (5"/0) of the Principal Amount plus interest earned thereon is secured by Private Business Use
property or payments as described above, then the excess over such five percent (5 0 /*) ( the `Excess Private Use Portion") will be used for a
Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will
not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use
Potation is related. For purposes of this paragraph 6.1, "Private Business Use" means use of bond proceeds or bond fi property
directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural
person, excluding, however, use by a slate or local governmental unit and excluding use as a member of the general public.
62. 'bb part of the Principal Amount or interest creamed thereon will be used, directly or indirectly, to make or finance any loran to non-
governmental entities or to any governmental agencies other than Lessee.
Section 7. No Fo deyel Guarantee.
7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole our in part, by
the United Slates or an agency or instrumentality thereof
72. No portion of the Principal Amount or intent earned thereon shall be (i) used in making loans the payment of principal or interest of
which are to be guaranteed, in whole or in port, by the United States or airy agency or instrumentality thereof, or (ii) invested, directly or
indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Fiamicing Documents to be
"federally guar" within the meaning of Section 149(b) of the Code.
Section a Post Issuance Compliance.
8.1 In the event an action takes place (or is anticipated to take place) that will cam the Equipment not to be used for qualified uses
under Section 141 of the Code, Lessee will consult with bond counsel as soon as practicable about taking remedial action as described in
Treasury Regulation Section 1. 141 -12. Lesson will take all actions necessary to unsure that the "nonqualifie d bonds" (as defined in
Treasury Regulation Section 1. 141 -12) are properly ro mediated in accordance with the requirements ement s of the Treasury Regulations. Lessee
is familiar with the Internal Revenue Service's Voluntary Compliance Agreemmm Program pursuant to which issuers of tax - exempt debt
may voluntarily resolve violations of the Code and applicable Treasury Regulations on behalf of the holders of such debt or themselves
through closing agreements with the Internal Revenue Service .
82. Lessee will actively monitor the requirements of the Code and the Treasury Regulations (a) set forth in this certificate and confirm that
such requirements are met no loss than once per year, (b) related to the allocation and accounting of proceeds to capital projects and will
maintain a list that specifies the allocation of proceeds of the Lease to the costs of the Equipment; (b) related to arbitrage limitations,
including yield restriction, rebate requirements and the investment of gross proceeds of the Lease. The offices within Lessee that are
currently responsible for such monitoring are the won and accounting departments.
Section 9. Nfisedhuonms
9.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Docents in form and substance
satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as
Lessee's agent for such purpose.
92. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings
thereon for a period of five (5) years after payment in fill under the Financing Documents.
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