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Ordinance 11-1974 ORDINANCE NO. 11 -1974 All ORDINANCE OF THE CITY OF LONGWOOD, FLOIIRIII<DA, APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF EQUIPMENT SCHEDULE NO. 4 TO FRKST AMENDED MASTER LEASE AGREEMENT WITH SUNTRUST EQUIPMENT FINANCE & LEASING CORP., AN ESCROW AGREEMENT, AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH; PROVIDING FOR CONFLICTS, SEVIEIIRABIL)ITY AND AN EFFECTIVE DATE. WHEREAS, the governing body of the City of Longwood, Florida ( "Lessee or "City ") desires to obtain certain equipment (the `Equipment ") described in the Equipment Schedule No. 04 to the Fist Amended Master.Lease Agreement (collectively, the "Lease ");with SUNTRUST EQUIPMENT FINANCE & LEASING CORP. dated December 15, 2010, the (form of which has been available for review by the governing body of Lessee prior to adoption of this Ordinance; and WHEREAS, the Equipment is essential for the Lessee to performi its governmental functions; and WHEREAS, the funds made available under the Lease will be deposited with SUNTRUST BANK (the "Escrow Agent ") pursuant to an Escrow Agreement between Lessee and the Escrow Agent (the Escrow Agreement ") and will be applied to the acquisition of the Equipment in accordance with said Escrow Agreement; and WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and WHEREAS, Lessee proposes to enter into the Lease with SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and the Escrow Agreement with the Escrow Agent substantially in the forms attached to this Ordinance; and WHEREAS, the City Commission finds that entering into and approving the Lease, the Escrow Agreement and other related instruments generally in the forms attached to this Ordinance (collectively, the "Financing Documents ") are in the best interests of the Lessee for the acquisition of the Equipment. NOW, THEREFORE, BE IT ORDAINED BY THE CITE' COMMISSION OF THE CITY OF LONGWOO]LD, FLORIDA AS FOLLOWS: Page I of 3 Section 1. recitals. The above recitals are true and correct and constitute the City Commission's findings. Section 2. Approval. The Financing Documents and the acquisition and financing of the Equipment under the terms and conditions as described in the Financing Documents attached to this Ordinance are hereby approved. The Mayor and any other officer of the City of Longwood who shall have the power to execute contracts on behalf of the City be, and each of them hereby is, authorized to execute, acknowledge and deliver the Financing Documents with any reasonable changes, insertions and omissions therein as may be approved by the officers who execute the Financing Documents. The City Clerk of the City of Longwood and any other officer of the City who shall have the power to do so be, and each of them hereby is, authorized to affix the official sea] of the City of Longwood to the Financing Documents and attest the same. The proper officers of Lessee be, and each of them is, authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other documents and to do or caused to be done any and all other acts and things necessary or proper for carrying out this Ordinance and the Financing Documents. Section 3. Qualified Tax- lExempt. Pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code "), Lessee hereby specifically designates the Lease as a "qualified tax - exempt obligation" for purposes of Section 265(b)(3) of the Code. Sections 4. Conflicts. If any Ordinances or parts of thereof are in conflict herewith, this Ordinance shall control to the extent of the conflict. Section S. Severability. If any portion of this Ordinance is determined to void, unconstitutional, or invalid by a court of competent jurisdiction, the remainder of this Ordinance shall remain in full force and effect. Section 6. Effective Date. This Ordinance shall take effect upon its second reading and final adoption by City Commjssion. FIRST READING this V day of r , A.D. 2011. SECOND READING AND ADOPTION this 17_�day of A.D. 2011. CITE' COMMISSION CITE' OF 1LONGWOOID, FLORIDA o U ayor Page 2 of 3 ATTEST: ST: Sarah M.Mirus, City Clerk Approved as to form and legality for the use and reliance of the City of Longwood, Florida only. Daniel e Lang Page 3 of 3 CITY OF LONGWOOD, FLORIDA INDEX TO LEGAL DOCUMENTS BANK - QUALIFIED ESCROW First Amended Master Lease Agreement No. 05049. Dated as of December 115, 2010; ON FILE Exhibit A - Equipment Schedule No. 04; Acceptance Certificate; Payment Schedule; Exhibit B -1 - Tax Agreement and Arbitrage Certificate; Exhibit C -1 - Ordinance of Governing Body; Exhibit D - Incumbency Certificate; Exhibit E - Opinion of Counsel; ExhibitT - Escrow Agreement, with its Schedule I and Exhibit A; Exhibit G -1 Confirmation of Outside Insurance; Exhibit G -2 Questionnaire for Self - Insurance to Lease and Addendum, Form 8038 -G or 8038GC. i EXHIBIT A EQUIPMENT SCHEDULE NO. 04 TO LEASE NO. 05049 The following Equipment comprises an Equipment Group which is the subject of the First Amended Master Lease Agreement dated as December 15, 2010 (the "Agreement ") between the widersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and Lessee hereby reaffirms each of its representations, warranties and covenants contained hi the Agreement. Lessee walTants that no Non - Appropriation and no Event of Default, or event which, with the passage of tune or the giving of notice or both, would constitute an Event of Default, has occurred trader the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but not defined herein shall have the meanings assigned to them in the Agreement. EQUIPMENT GROUP The cost of the Equipment Group to be funded by Lessee under this Lease is $1,339,842.00 (the "Acquisition Cost "). The Equipment Group consists of the following Equipment which has been or shall be purchased: Department/Equipment: Total Cost: Fire - Re lace Engine 17 $330,000.00 Fire - Digital Vehicular Repeater MOBEXCOM $14,917.00 Fire - Flash U grade XTL Mobiles and XTS Portables $26,395.00 Fire - Motorola Mobiles (12) APX6500 $49,368.00 Fire - Motorola:portables (19) APX6000H $80,883.00 Police - Marked Police Vehicles - 12 $408,000.00 Police - Unmarked Police Vehicles - 3 $63,000.00 Police - Motorola P25 Radio $311,279.00 Police - Harley Davidson Police Motorcycles - 4 $56,000.00 GRAND TO'T'AL: $1,339,842.00 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 Tenn, Lessee will provide written notice to Lessor: VARIOUS LOCATIONS By execution hereof, the Parties agree that this Schedule No. 04 will he cross - collateralized with Schedule No. 03 until the later of the termination of any of the cross - collateralized Schedules. Lessee agrees and consents to this cross - collateralization and expressly provides Lessor with all rights to the Equipment under any of the § chedule Nos. 03 and 04 as if the said Equipment was financed under one Schedule, regardless of prepayment, termination or the like. CITE' OF LONGWOOID, FLORIDA, SUNTRUST EQUIPMENT FINANCE Lessee & LEASING CORP., Lessor By: By: N n urso Name: it May r Title: Date: �/� /,/ Date: Address: 175 West Warren Avenue Address: 300 East Joppa Road, 7 Floor Longwood, FL 32750 Towson, MD 21286 Telephone: 407/260 -3445 Telephone: 410/307 -6658 Facsimile: 407/260 -3419 Facsimile: 410/307 -6669 8/29/ 2011 :LES- BQ- ESRD0C /rm 1 /04Aessor 2 Lease No.: 05049 Equipment Schedule: 04 ACCEPTANCE CERTIFICATE I, the undersigned, hereby certify that I am the duly qualified and acting officer of the Lessee identified below and, with respect to the above referenced Equipment Schedule and Lease, that: 1. The Equipment described below has been delivered and installed in accordance with Lessee's specifications, is in good working order and is fully operational and has been fully accepted by Lessee on or before the date indicatedbelow: 2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with Article VII of the Agreement; (b) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of payment thereof (evidence of official intent to reimburse such payment as required by the Code having been delivered separately by Lessee); and (c) financing statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment which is subject to certificate of title laws. I 3. Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule attached to the Equipment Schedule. Lessee has appropriated and/or taken other lawful actions necessary "to provide moneys sufficient to pay all Rental Payments required to be paid under the Lease during the current Fiscal Year of Lessee. Such moneys will be applied in payment of all such Rental Payments due and payable during such current Fiscal Year. Lessee anticipates that sufficient funds shall be available to make all Rental Payments due in subsequent Fiscal Years. 4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the payment by the Escrow Agent (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above,�or by reimbursing Lessee in the event such invoice prices have been previously paid by Lessee. 5. Final Acceptance Certificate. This Acceptance Certificate constitutes final acceptance of all of the Equipment identii - led in the Equipment Schedule described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to the Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligations under the Lease. [CHECK BOX IF APPLICABLE.] CITY OF LONGWOOD, FLORIDA, Lessee 01:ay o Date: /1/ 3 8 /29 /2011:LES -B Q -ESR DOC/rev.1 /04 /lessor I Lease Number: 05049 Equipment Schedule: 04 PAYMENT T SLC DULL The Funding Date with respect to the above referenced Equipment Group shall be October 6, 2011. Lessor shall retain any interest 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 Interest Rate.applicable to the Equipment Group shall be 2.4805 %. Lessee will make Rental Payments each consisting of Principal and Interest as set forth below for a term of 126 months. The first Rental Payment is due on March 15, 2 012 and subsequent payments are due annually on like date thereafter. Payment Payment Payment Principal Interest Prepayment Number Date Amount Component Component POce 1 3/15/2012 272,614.86 257,936.15 14,678.71 1,092,724.91 2 3/15/2013 272,614.86 245,778.16 26,836.70 844,488:96 3 3/15/2014 272,614.86 251,874.70 20,740.16 590,095!-52 4 3/15/2015 91,948.90 77,456.49 14,492.41 511,864.45 5 3/15/2016 91,948.90 79,377.80 12,571.10 431,69288 6 3115/2017 91,948.90 81,346.77 10,602.13 349,532,64 7 3/15/2018 91,948.90 83,364.58 8,584.32 265,334;41 8 3115/2019 91,948.90 85,432.44 6,516.46 179,047.65 9 3/15/2020 91,948.90 87,551.59 4,397.31 90,620.'54 10 3/15/2021 91,948.90 89,723.32 2,225.58 0.00 `totals 1,461,486.88 1,339,942.00 121,644.83 CITY OF LONGWOOD, FLORIDA, Lessee By: N 1 J e 'SO Date: ��/ After payment of Rental Payment due on such date. 4 8/29/2011: LES -B Q -ESK D0C /rev.1 /04 /lessor EXHIBIT B -1 [Escrow] Lease Number: 05049 Equipment Schedule: 04 TAX AGREEMENT AND ARBITRAGE CERTIFICATE This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate ") is issued by CITY OF LONGWOOD, FLORIDA ( "Lessee ") in favor of SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ( "Lessor ") in connection with. that certain First Amended Master Lease Agreement dated as of December 15, 2010 (the "Agreement "), by and between Lessor and Lessee. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. Section 1. In General 1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the financing of certain equipment (tile "Equipment") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the Equipment Schedule referenced above (the "Equipment Schedule ") executed under the Agreement (together with all related documents executed pursuant thereto and contemporaneously herewith, the "Financing Documents "). As described in the Financing Documents, Lessor shall apply $1,339,842.00 (the "Principal Amount ") toward the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is all officer of Lessee delegated with the responsibility of reviewii- and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing Documents, a copy of which has been delivered to Lessor. 1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment Schedule. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of tine Financing Documents and held by SUlaNTRUST BANK, as escrow agent (the "Escrow Agent ") pending acquisition of the Equipment under the terms of that certain Escrow Agreement dated as of October 6, 2011, (the "Escrow Agreement "), by and between Lessor and Escrow Agent. 1.4. Lessee will timely file for each payment schedule issued under the Lease a Form 8038 -G (or, if the 'invoice price of the Equipment under such schedule is less than $100,000, a Form 8038 -GC) relating to such Lease with the Internal Revenue Service in accordance with Section 149(e) of the Internal Revenue Code of 1986, as amended (tile "Code "). 1.5. Lessee has not issued, and reasonably anticipates that it and its subordinate entities, if any, will not issue, tax- exempt obligations (including the Lease) in the amount of more than $10,000,000 during the current calendar year. Lessee inereby designates the Lease as a "qualified tax - exempt obligation" within the meaning of Section 265(b)(3) of the Code and agrees that it and its subordinate entities, if any, will not designate more than $10,000,000 of their obligations as "qualified tax - exempt obligations" during the current calendar year. Section 2. Non- Arbitrage Certifications 2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the payment of the Rental Payments due under the Financing Documents or pledged as security therefor. 2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold .pursuant to a common plan of financing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially the same claim to be paid out of substantially the same source of funds as, the Financing Documents. 2.3. Other than the Principal Amount held under the Escrow Agreement, Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment. 2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the yield realized by Lessor from Rental Payments received under the Financing Documents. 2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the Equipment. 2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than the final Payment Date under the Financing Documents. Section 3. (Disbursement of Funds: Reimbursement 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 manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied. 3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following 5 8/ 29/ 2011 :LES -13 Q -ES R D0 C/rev.1 /04A esso r r conditions have been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150 -2 (the "Declaration of Official Intent "), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the Declaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months aft�,r the expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly chargeable to a capital account under general federal income tax principles; and (d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an artifice or device under Treasury Regulation § 1.148 -10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage :rebate requirements. Section 4. Use and Investment of )Funds; Temporary Period 4.1. Lessee has incurred or will incur, within six (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 costs of the Equipment. An obligation is not banding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed wi due diligence to the date of final acceptance of the Equipment. 4.2. An amount equal to at least eighty-five percent (85 %) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three -year period commencing on the date of this Certificate. No portion of the Principal -Amount will be used to acquire investments that do not cant' out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of four (4) years or more. 4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the Escrow Agreement to the Internal Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual detenninations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably expects to cause the Equipment to be acquired by April 6, 2013. (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(f) of the Code unless (i) the entire Principal Amount is expended on the Equipment by the date that is the six - month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the following schedule: At least fifteen percent (15 %) of the Principal Amount and interest earnings thereon will be applied to the cost: of the Equipment within six months fiom 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 fionn the date of issuance of the Financing Documents; and one hundred percent (100 %) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment prior to eighteen (18) months from the date of issuance of the Financing Documents. (c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond" under Section 141 of the Code; (iii) at least ninety-five percent (95 %) of the Principal Amount is used for the goverunental activities of Lessee; and (iv) the aggregate principal amount of all tax - exempt obligations (including the Lease) issued by Lessee and its subordinate entities, if any, during the current calendar year is not reasonably expected to exceed $5,000,000. Accordingly, the rebate requirements of Section 148(f) of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above. Section 5. Escrow Account The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or manufacturer(s) of the Equipment are 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) of the 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 canned. 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% of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent (10 %) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use. In addition, if both (A) more than five percent (5 %) of the Principal Amount is used as described above with respect to Private Business Use and (B) more than five percent (5 %) of the Principal Arnount plus interest earned thereon is secured by Private Business Use property or payments as described above, then the excess over such five percent (5 %) (the "Excess Private Use Portion ") will be used for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use 6 8 /29 /2011:LES- BQ- ESKDOC /rev.1 /04Aessor b Portion is related. For purposes of this paragraph 6. t, "Private Business Use" means use of bond proceeds or bond financed- properly directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and excluding use, as a member of the 'general public. 6.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non- governmental entities or to any governmental agencies other than Lessee. Section 7. No ]Federal Guarantee 7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or instrumentality thereof. 1 7.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or accounts if such investment would cause the fmancnng under the Financing Documents to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Section S. Miscellaneous 8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in forni 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. 8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earrings thereon for a period of five (5) years after payment in full under the Financing Documents. 8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would materially change the expectations expressed herein. IN WITNESS WIIEREO1F, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of October 6, 2011. CITY OF 1LONGWOOIID, IFIL®RIDA, Lessee By: a ur ate: 9y17/ 5 /; 7 8/29/2011: LES -B Q -ESR D0 C /reva /04Aessor EXIA;< IT C -1 [Escrow] Lease Nuinber: 0`i 049 Equipment Schedule: 04 ORDINANCE NO. 11 -1974 AN ORDINANCE OF THE CITY OF LONGWOOID, FLORIDA, APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF EQUIPMENT SCHEDULE NO. 4 TO FIRST AMENDED MASTER LEASE AGREEMENT WITH SUNTRUST EQUIPMENT FINANCE & LEASING CORP., AN ESCROW AGREEMENT, AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH; PROVIDING FOR CONFLICTS, SEVERABILITY AND AN EFFECTIVE DATE. WHEREAS, the governing body of the City of Longwood, Florida ( "Lessee" or "City ") desires to obtain certain equipment (the "Equipment ") described in the Equipment Schedule No. 04 to the First Amended Master Lease Agreement (collectively, the "Lease ") with SUNTRUST EQUIPMENT FINANCE &: LEASING CORP. dated December 15:, 2010, the form of which has been available for review by the governing body of Li,ssee prior to adoption of this Ordinance; and WHEREAS, the Equipment ids essential for the Lessee to perfonn its governmental functions; and WHEREAS, the funds made available under the Lease will be deposited with SUNTRUST BANK. (the "Escrow Agent ") pursuant to an Escrow Agreement between Lessee and the Escrow Agent (the Escrow Agreement ") and will be applied to the acquisition of the Equipment in accordance with said Escrow Agreement; and WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and WHEREAS, Lessee proposes to enter into the Lease with SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and the Escrow Agreement with the Escrow Agent substantially in the forms attached to this Ordinance; and WHEREAS, the City Commission finds that entering into and approving the Lease, the Escrow Agreement and other related instruments generally in the forms attached to this Ordinance (collectively, the "Financing Documents ") are in the best interests of the Lessee for the acquisition of the Equipment. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF LONGWOOD, FLORIDA AS FOLLOWS: Section 1. Recitals. The above recitals are true and correct and constitute the City Commission "s findings. Section 2. Approval. The Financing Documents and the acquisition and financing of the Equipment under the terms and conditions as described in the Financing Documents attached to (this Ordinance are hereby approved. The Mayor and any other officer of the City of Longwood who shall have the power to execute contracts on behalf of the City be, and each of them hereby is, authorized to execute; acknowledge and deliver 8 8/ 29/ 2011: LES -B Q -ESKDO C /rev.1 /04/Aessor f the Financing Documents with any reasonable changes, insertions and omissions therein as may be approved by the officers who execute the Financing Documents. The City Clerk of the City of Longwood and any other officer of the City who shall have the power to do so be, and each of them hereby is authorized to affix: the official seal of the City of Longwood to the Financing Documents and attest the same. The proper officers of Lessee be, and each of them is, authorized and directed to execute and deliver any and all papers, instrumi,nts, opinions, certificates, affidavits and other documents and to do or caused to be done any and all other acts and things necessary or proper for carrying out this Ordinance and the Financing Document's. Section 3. Qualified Tax - Exempt. Pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code "), Lessee hereby specifically designates the Lease as a "qualified tax - exempt obligation" for purposes of Section 265(b)(3) of the Code. Section 4. Conflicts. If any Ordinances or parts of thereof are in conflict herewith, this Ordinance shall control to the extent of the conflict. Section 5. Severability. If any portion of this Ordinance is determined to void, unconstitutional, or invalid by a court of competent jurisdiction, the remainder of this Ordinance shall remain in full force and effect. Section 6. Effective Date. This Ordinance shall take effect upon its second reading and final adoption by City Commission. FIRST READING this �� day of S ��r , A.D. 2011. SECOND READING AND ADOPTION this _0day of -bC A6 r - , A.D. 2011 CITY COMMISSION CITY OF LONGWOOD, FLORIDA JA 9 8 /29 /2011:LES- BQ- ESRD0Grevd /Wessor ATTEST: Sarah M. Mirus, City Clerk Approved as to form and legality for the use and reliance of the City of Longwood, Florida only. Daniel W. Lan ey, it or to 8/2912011 :LES- BQ- ESRDOC /rev.l / I' EXHIBIT 10 Lease No.: 05049 Equipment Schedule: 04 INCUMBENCY CERTIFICAT I I do Hereby certify that I am the duly elected or appointed and acting City Cleric of CITY OF �LOINGWOOD, >L LORIEDA, a political subdivision duly organized and existing under the laws of the State of Florida, that I have custody of the records of such .-ntity, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii) such officers have the authority on behalf of such entity to enter into that certain Equipment Schedule No. 04 to the First Amended Master Lease Agreement dated as of December 15, 2010 between such entity and SU NTRUST EQUIPMEINT IKI NA1Nuz LEASING CORP. NAME TITLE SIGNATURE Joseph Durso Mayor J IN WITNESS WHEREOF, I have duly executed this certificate as of this A'day of ��> 2011. By: Erne: Sarah Mirus Title: City Cleric 11 8/29/201 1:LES- Q - ESR DOC /rev.1/04/lessor 1' EXHIBIT E [LETTERHEAD OF LESSEE'S COUNSEL] October 6, 2011 TO BE PROVIDED BY THE CITE' ATTORNEY 12 8/ 29/ 201 1:LES- BQ- ESRDOC /reva /04Aessor EXHIBI7i F Lease No.: Shown on Schedule I Equipment Schedule: Shown on Schedule I SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ESCROW AGREEMENT This ESCROW AGREEMENT, made and entered into as of the Date shown on Schedule I, by and among SUNTRUST EQUIPMENT FINANCE & LEASING CORP., a Virginia corporation ( "Lessor "), the Lessee named on Schedule I, which is a political subdivision or public body politic and corporate of the State or Conunonwealth shown on Schedule I ( "Lessee "), and SUNTRUST BANK, a Georgia banking corporation, as Escrow Agent ( "Escrow Agent "). In consideration of the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I. (DEFINITIONS AND RECITALS Section I.I. (Definitions. The terms defined in this Section 1.1 shall, for all purposes of this Escrow Agreement, have the meanings specified below or on Schedule I. "Acquisition Costs" means, with respect to the Equipment, the contract price paid or to be paid to the person entitled to such payment upon acquisition or delivery of any portion of the Equipment hl accordance with the purchase order or contract therefor. Acquisition.+. Costs may include the administrative, engineering, legal, financial and other costs incurred by Lessee in connection with the acquisition, delivery and financing of the Equipment, if approved by Lessor. "Equipment" means the personal property described in the Acceptance Certificate executed pursuant to the Lease, together with any and all modifications, additions and alterations thereto, to be acquired from the moneys held in the Equipment Acquisition Fund. " Equipment Acquisition Fund" means the account by that name established and held by Escrow Agent pursuant to Article 11 of this Escrow Agreement. "Escrow Agent Fee" has the meaning set forth in Section 6.1 and the amount of such Escrow Agent Fee is shown on Schedule I. "Escrow Agreement" means this Escrow Agreement and any duly authorized and executed amendment or supplement hereto. "Initial (Deposit Amount" means the amount shown as the Initial Deposit Amount on Schedule I. "Lease" means the First Amended Master Lease, together with the Equipment Schedule identified on Schedule 1, by and between Lessee and Lessor, and any duly authorized and executed amendment or supplement thereto. "First Amended Master ]Lease" means the First Amended Master Lease Agreement dated as of the date shown on Schedule I, by and between Lessee and Lessor, including any Equipment Schedules entered into thereunder and any duly authorized and executed amendment or supplement thereto. "Payment Request Form" means the document substantially in the form attached hereto as Exhibit A to be executed by Lessee and Lessor and submitted to Escrow Agent to authorize payment of Acquisition Costs. "Qualified Investments" means the ST Leasing — Corp Agency NOW Account, a SunTrust Deposit Account for Escrow customers of SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and SunTrust Bank. By signing this Escrow Agreement, Lessee acknowledges that such Qualified Investment is a permitted investment under any state, county or municipal law applicable to the investment of Lessee's fiends. ARTICLE II. APPOINTMENT OF ESCROW AGENT; AUTHORITY 13 9 /29 /2011:LES -H Q -ESR DOC /reva /044essor Section 2.1. Appointment of Escrow Agent Lessor and Lessee hereby appoint and employ Escrow Agent to receive, hold, invest and disburse the moneys to be paid to Escrow Agent pursuant to this Escrow Agreement and to perform certain other functions, all as hereinafter provided. By executing and delivering this Escrow Agreement, Escrow Agent accepts the duties and obligations of Escrow Agent hereunder. Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and no additional duties or obligations shall be implied hereunder. In performing its duties under this Escrow Agreement, or upon the claimed failure to perform any of its duties hereunder, Escrow Agent shall not be liable to anyone for any damages, losses or expenses which may be incurred as a result of Escrow Agent so acting or failing to so act; provided, however, Escrow Agent shall not be relieved from liability for damages arising out of its proven gross negligence or willful misconduct under this Escrow Agreement. Escrow Agent shall in no event incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of legal counsel, which may be counsel to any party hereto, given with respect to any question relating to the duties and responsibilities of Escrow Agent hereunder or (ii) any action taken or omitted to be taken in reliance upon any instrument delivered to Escrow Agent and believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall not be bound in any way by any agreement or contract between Lessor and Lessee, including the First Amended Master Lease, whether or not Escrow Agent has knowledge o`. any such agreement or contract. Section 2.2. Authority Each of the parties has authority to enter into this Escrow Agreement, and has taken all actions necessary to authorize the execution of this Escrow Agreement by the representatives whose signatures are affixed hereto. ARTICLE III. EQUIPMENT ACQUISITION FUND Section 3.1. Equipment Acquisition Fund Escrow Agent shall establish a special escrow account designated as the "Equipment Acquisition Fund" (the "Equipment Acquisition Fund "), shall keep such Equipment Acquisition Fund separate and apart from all other funds and moneys held by it and shall administer such Equipment Acquisition Fund as provided in this Escrow Agreement. Section 3.2. Deposit Upon execution of the Lease and delivery to Lessor by Lessee of all documents required to be delivered therermder, Lessor shall deposit or cause to be deposited with Escrow Agent an amount equal to the Initial Deposit Amount. Escrow Agent shall credit such amount to the Equipment Acquisition Fund. The Initial Deposit Arnount is to be sent by Lessor to Escrow Agent by wire transi:er to: SunTrust Bank, ABA# 061000104, Account# 9443001321, Account Name: Escrow Services Richmond, Beneficiary as shown on Schedule I, Attention: Matthew Ward. Section 3.3. Disbursements Escrow Agent shall use the moneys in the Equipment Acquisition Fund from time to time to pay the Acquisition Cost of each item of Equipment, within a reasonable time of receipt with respect thereto of a Payment Request Form executed by Lessor and Lessee. Upon receipt of a Payment Request Form executed by Lessor and Lessee, an amount equal to the Acquisition Cost as shown therein shall be paid directly by Escrow Agent to the person or entity entitled to payment as specified therein. Although the Payment Request Form may have schedules, invoices and other supporting document attached to it, Lessor Wi11 send to Escrow Agent only the page or pages showing the signatures of Lessor and Lessee, the Acquisition Cost and related payment information, withou? such schedules, invoices or other supporting documentation. Escrow Agent may act and rely upon the signed Payment Request Form without the need to review or verify any such schedules, invoices or other supporting documentation. Section 3.4. Transfers Upon Completion Unless all of the fiords deposited by Lessor in the Equipment Acquisition Fund have been previously disbursed pursuant to Section 3.3 or paid to Lessor pursuant to Section 3.5, on the Ending Date shown on Schedule I, Escrow Agent shall pay upon written direction all remaining moneys in the Equipment Acquisition Fund to Lessor or its assignee for application as a prepayment of the unpaid Principal under the related Lease. Any amounts paid pursuant to this Section 3.4 shall be subject to a prepayment fee equal to two percent (2 %) of such amount. Lessor shall apply amounts received under this Section 3.4 first to unpaid fees, late clnaiges and collection' costs, if any, which have accrued or been incurred urider First Amended, Master Lease, then to o Principal and Interest on the Lease and then, in the sole discretion of Lessor, either (i) to Principal payments thereafter due under the Lease in the inverse order of their maturities or (ii) proportionately to each Principal payment thereafter due under the Lease. In the event that Lessor elects to apply any such amounts in accordance with clause (i) of the preceding sentence, Lessee shall continue to make Rental Payments as scheduled in the applicable Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause (ii) of this Section 3.4, Lessor shall provide Lessee with a revised Payment Schedule which shall reflect the revised Principal balance and reduced Rental Payments due under the Lease. Capitalized terms used in this Section 3.4, but not defined herein, shall have the meanings given to such terms in the Lease. Escrow Agent shall have no responsibility to see to the appropriate application of any moneys returned under this Section 3.4. 14 8/29/201 1:LES-B Q -ESR. D0 C/rev.l /04/lessor Section 3.5. Liguidation Upon receipt of written notice fi Lessor or Lessee that the Lease has been terminated pursuant to Sections 3.2 or 12.2 thereof, Escrow Agent shall liquidate all investments held in the Equipment Acquisition Fund and transfer the proceeds thereof and all other moneys held in the Equipment Acquisition Fund to Lessor. ARTICLE IV. TRUST; INVESTMENT Section 4.1. Irrevocable Trust The moneys and investments held by Escrow Agent under this Escrow Agreement are irrevocably meld in trust for the benefit of Lessor and Lessee, and such moneys, together with any income or interest earned, shall be expended only as provided in this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either Lessor or Lessee (other than Lessor's security interest granted hereunder). Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Equipnent Acquisition Fund or any part of the Equipment Acquisition Fund or to file any financing statement under the Uniform Cominercial Code of any jurisdiction with respect to the Equipment Acquisition Fund or any part thereof. Section 4.2. Investment Moneys held by Escrow Agent hereunder shall be invested and reinvested by Escrow Agent only in Qualified Investments. Such investments shall be registered in the name of Escrow Agent and held by Escrow Agent for the benefit of Lessor and Lessee. Escrow Agent may purchase or sell to itself or -any affiliate, as principal or agent, investments authorized by this Article IV. Such investments and re- investments shall be made giving full consideration for the time at which fiords are required to be available. Any income received on such investments shall be credited to the Equipment Acquisition Fund and any loss on such investments shall be charged to the Equipment Acquisition Fund. Escrow Agent shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it in accordance with this Article W. Section 4.3. (Disposition of Investments Escrow Agent shall, without further direction from Lessor or Lessee, sell such investments as and when required to make any payment from the Equipment Acquisition Fund. Section 4.4. Accounting Escrow Agent shall keep complete and accurate records of all moneys received and disbursed under this Escrow Agreement which shall be available for inspection by Lessor or Lessee, or the agent of either of them, at any time during regular business hours upon prior written request. Escrow Agent shall furnish to Lessor and Lessee no less than 'quarterly an accounting of all investments and interest and income therefi Section 4.5. Termination This Escrow Agreement shall tenninate upon disbursement by Escrow Agent of all moneys held by it hereunder. Notwithstanding the foregoing, this Escrow Agreement shall not be considered to be terminated until all fees, costs and expenses of Escrow Agent have been paid in full. Upon termination, Escrow Agent shall be discharged from all duties and responsibilities under this Escrow Agreement. ARTICLE V. ESCROW AGENT'S AUTHORITY; INIDEMNIFICATI ®N Section 5.1. Validity Escrow Agent may act upon any writing or instrument or signature which it believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so, and Escrow Agent shall be under no duty to make any investigation or inquiry as to any of the foregoing. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person executing the same. Escrow Agent shall be entitled to rely upon any statement, certificate, documert or msttruinent presented to it by or on behalf of L.,ssee by any of the Lessee's Authorized Representatives shown on Schedule I and shall be entitled to rely upon any such statement, certificate, document or instrument presented to it by any other person who identifies himself or herself as an authorized representative of Lessee. Section 5.2. Use of Counsel and Agents Escrow Agent may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers. Escrow Agent shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder and shall be paid or reimbursed the reasonable fees and expenses of such counsel, as provided in Section 6.1. Escrow Agent shall not be answerable for the default or misconduct of any such attorney, agent, or receive;• selected by it with reasonable care. 8/ 29/ 2011 :LES- BQ- ESRDOC/rev.1 /04Aessor 15 Section 5.3. Interpretation As an additional consideration for and as an inducement for Escrow Agent to act hereunder, it is understood and agreed that, in the event of any disagreement between the parties to this Escrow Agreement or among them or any other persons resulting in adverse claims and demands being made in connection with or for any money or other property involved in or affected by this Escrow Agreement, Escrow Agent shall be entitled, at the option of Escrow Agent to refuse to comply with the demands of such parties, or any of such parties, so long as such disagreement shall continue. In such event, Escrow Agent shall :make no delivery or other disposition of the Equipment Acquisition Fund or any part of the Equipment Acquisition Fund. Anything herein to the contrary notwithstanding, Escrow Agent shall not be or become liable to such parties or any of them for the failure of Escrow Agent to comply with the conflicting or adverse demands of such parties or any of such parties. Escrow Agent shall be entitled to continue to refrain and refuse to deliver or otherwise dispose of the Equipment Acquisition Fund or any part thereof or to otherwise act hereunder, as stated above, unless and until: 1. the rights of such parties have been finally settled by binding arbitration or duly adjudicated in a court having jurisdiction of the parties and the Equipment Acquisition Fund; or 2. the parties have reached an agreement resolving their differences and have notified Escrow Agent in writing oi' such agreement and have provided Escrow Agent with indemnity satisfactory to Escrow Agent against any liability, claims or damages resulting from compliance by Escrow Agent with such agreement. In the event of a disagreement between such parties as described above, Escrow Agent shall have thei right, in addition to the rights described above and at the option of Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all raoney and property comprising the Equipment Acquisition Fund and may take such other legal action as may be appropriate or necessluy, in the opinion of Escrow Agent. Upon such tender, the parties hereto agree that Escrow Agent shall be discharged from all further duties and responsibilities under this Escrow Agreement; provided, however, that the filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing and discharge of Escrow Agent of its dutle3 and responsibilities hereunder. The parties hereto jointly and severally agree that, whether wider this Section 5.3 or any other provisions of this Escrow Agreement, in the event any controversy arises under or in connection with this Escrow Agreement or the Equipment Acquisition Fund or in the event that Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Equipment Acquisition Fund, to pay to Escrow Agent reasonable additional compensation for its extraordinary services and to reimburse Escrow Agent for all costs and expenses associated with such controversy or litigation, including reasonable attorney's fees. Section 5.4. Limited Liability of ]Escrow Agent. Escrow Agent shall not be liable in connection with the performance or observation of its duties or obligations hereunder except for in the case of its proven gross negligence or willful misconduct. Escrow Agent shall have no obligation or liability to any of the other parties tinder this Escrow Agreement for the failure or refusal of any other party to perform any covenant or agreement made by such party herewlder or under the first Amended Master Lease, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Escrow Agent hereunder. Section 5.5. Indemnification Escrow Agent shall have no obligation to take any legal action in connection with this Escrow Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which would or might involve it in any cost, expense, loss or liability unless security and indemnity, as provided in this Section 5.5, shall be furnished. To the extent permitted by applicable law, Lessee agrees to indemnify Escrow Agent and it officers, directors, employees and agents and save Escrow Agent and its officers, directors, employees and agents harmless from and against any and all Claims (as hereinafter defined) and Losses (as hereinafter defined) which may be incurred by Escrow Agent or any of such officers, directors, employees or agents as a result of Claims asserted against Escrow Agent or any of such officers, directors, employees or agents as a result of or in connection with Escrow Agent's capacity as such under this Escrow Agreement by any person or entity. Notwithstanding the foregoing provisions, no provisions affording relief contained herein shall: (a) be deemed to be a waiver of sovereign or statutory inmiunity from tort or otherwise; (b) require the Lessee to spend any sums which are not properly appropriated, attributable to insurance proceeds, legally available, or otherwise hi an account of fund designated for indemnification, tort, or similar costs and expenses; and (c) be permitted beyond that scope which is permitted as a matter of applicable law. Should any provisions of this section be deemed to be illegal or void as matter of law, the parties have agreed that such invalid provisions or invalid portions of such provisions shall be deemed to be non - essential and such invalid provisions will be severed from the balance of this Agreement without affecting the enforceability of any other provision hereof For the purposes hereof, the term "Claims shall mean all claims, lawsuits, causes of action or other legal actions and proceedings of whatever nature brought against (whether by way of direct action, 9/29/ 201 1:LES- BQ- ESRDOCkm l /04Aessor 16 counterclaim, cross action or impleader) Escrow Agent or any such officer, director, employee or agent, even if groundless, false or fraudulent, so long as the claim, lawsuit, cause of action or other legal action or proceeding is alleged or determined, directly or indirectly, to arise out of, result from, relate to or be based upon, in whole or in part: (a) the acts or omissions of Lessor or Lessew, (b) the appointment of Escrow Agent as escrow agent under this Escrow Agreement, or (c) the performance by Escrow Agent of its powers and duties under this Escrow Agreement; and the term "Losses" shall mean losses, costs, damages, expenses, judgments and liabilities of whatever nature (including but not limited to attorneys', accountants' and other professionals' fees, litigation and court costs and expenses and amounts paid in settlement), directly or indirectly resulting fi arising out of or relating; to one or more Claims. Upon the written request of Escrow Agent or any such officer, director, employee or agent (each referred to hereinafter as an "Indemnified Party"), and to the extent permitted by law, Lessee agrees to assume the investigation and defense of any Claim, including the employment of counsel acceptable to the applicable Indemnified Party and the payment of all expenses related thereto and, notwithstanding any such assumption, the Indemnified Party shall have the right, and Lessee agrees to pay the cost and expense thereof, to employ separate counsel with respect to any such Claim and participate in the investigation and defense thereof in the event that such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party which are different from or additional to those available to either Lessor or Lessee. Lessee hereby agrees that the indemnifications and protections afforded Escrow Agent in this Section 5.5 shall survive the termination of this Escrow Agreement. ARTICLE VI. COMPENSATION Section 6.1. Escrow Agent Fee Escrow Agent shall be paid by Lessee the Escrow Agent Fee shown on Schedule I for the ordinary services to be rendered hereunder (the "Escrow Agent Fee "), and will be paid and/or reimbursed by Lessee upon request for all costs, expenses, disbursements and advances, such as reasonable attorney's fees and court costs, incurred for made by Escrow Agent in connection with carrying out its duties hereunder, including the costs, expenses, disbursements and advances described in Sections 5.2, 5.3 and 6.2; provided the Escrow Agent Fee and such other costs, expenses, disbursements and advances shall be payable fiom the interest earnings from the Equipment Acquisition Fund. Section 6.2. Investment Fees Escrow Agent shall be entitled to charge reasonable fees and commissions in connection with the investment by it of amounts held in the Equipment Acquisition Fund (the "Investment Fees "). Lessor and Lessee hereby authorize Escrow Agent to periodically deduct the Investment Fees from investment earnings on the Equipment Acquisition Fund. Section 6.3. Security for Fees and Expenses As security for all fees and expenses of Escrow Agent hereunder and any and all losses, claims, damages, liabilities and expenses incurred by Escrow Agent in connection with its acceptance of appointment hereunder or with the performance of its obligations under this Escrow Agreement and to secure the obligation of Lessee to indemnify Escrow Agent as set forth in Section 5.5, Escrow Agent is hereby granted a security interest in and a lien upon the Equipment Acquisition Fund, which security interest and lien shall be prior to all other security interests, liens or claims against the Equipment Acquisition Fund or any part thereof to the extent not prohibited by law. AR'T'ICLE VII. CHANGE OF ESCROW AGENT Section 7.1. Removal of Escrow Agent Lessor and Lessee, by written agreement, may by written request, at any time and for any reason, remove Escrow Agent and any successor thereto, and shall thereupon appoint a successor or successors thereto, but any such successor shall have capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and be subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to statute or the requirements of any federal or state supervising or examining authority, then for the purposes of this Section 7. 1, the combined capital and surplus of such bank or trust company may be conclusively established in its most recent report of condition so published. Section 7.2. Resignation of Escrow Agent Escrow Agent may resign at any time from it obligations under this Escrow Agreement by providing written notice to the parties hereto. Such resignation shall be effective on the date set forth in such written notice which shall be no earlier than 30 days after such written notice has been given, unless an earlier resignation date and the appointment of a successor Escrow Agent shall have been approved by Lessor and Lessee. In the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective, Escrow Agent shall be entitled to tender into the custody of a court of competent jurisdiction all assets then held by it hereunder and shall thereupon be relieved of all further duties and obligations under this Escrow Agreement. Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. Section 7.3. Merger or Consolidation Any entity into which Escrow Agent may be merged or converted, or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which it shall be a party, or any company to which Escrow Agent may sell or transfer all or substantially all of its corporate trust business (provided that such company shall be eligible rider 8/ 29/ 2011 :LES- BQ- ESKDOC/rev. 1104Aessor 17 Section 7. 1) shall be the successor to Escrow Agent without any execution or filing or further act. ARTICLE VIII. ADMINISTRATIVE PROVISIONS. Section 8.1. Notice All written notices to be given under this Escrow Agreement shall be given by mail, by facsimile or by overnight courier to the party entitled thereto at its contact unfonrlation specified on Schedule I, or at such contact information as the party may provide to the other parties hereto in writing from time to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified form, with postage fully prepaid, or if given by other means, when delivered at the address or facsimile number specified in Schedule 1. Any notice given by any party shall be given to both other parties. Section 8.2. Assignment. Except as expressly herein provided to the contrary, the rights and duties of each of the parties under this Escrow Agreement shall not be assignable to any person or entity without the written consent of all of the other parties. Notwithstanding the above, Lessor may freely assign all or any part of its interest in this Escrow Agreement and the Equipment Acquisition Fund in connection with an assigrunent by Lessor of its rights under the Lease. Section 8.3. Binding Effect This Escrow Agreement shall be binding upon and inure to the benefit of,the parties and their respective successors and assigns. Section 8.4. Severability In the event any provision of this Escrow Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 8.5. Entire Agreement, Amendments This Escrow Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documems and representations, express or implied. By execution of this Escrow Agreement, Escrow Agent shall not be deemed or considered to be a party to any other document, including the first Amended Master Lease. This Escrow Agreement may be amended, supplemented or modified only by written documents duly authorized, executed and delivered by each of the parties hereto. Section 8.6. Cautions The captions or headings in this Escrow Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions, Articles, Sections or clauses hereof. Section 8.7. Further Assurances and Corrective IInstruments Lessor and Lessee agree that they will, fi•om time to time, execute, acknowledge and deliver, or cause to be executed, aclmowledged and delivered, such supplements hereto and such further instruments as may be necessary or proper to carry out the intention or to facilitate the perforniance of the parties wider this Escrow Agreement, and for better assuring and confirming the rights and benefits provided herein. Section 8.8. Governing Lave This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Florida, and exclusive venue and jurisdiction shall lie in a court of proper jurisdiction in Seminole County, Florida for state court actions, or in the Middle District of Florida, Orlando Division for federal court actions. Section 8.9. Execution in Counterparts This Escrow Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same Escrow Agreement. Section 8.10. Waiver of Jm-y Trial Lessor, Lessee and Escrow Agent hereby waive any right to trial by jury inn any action or proceeding with respect to, in connection with or arising out of this Escrow Agreement. Section 8.11. No Tax Reporting Escrow Agent will not be responsible for tax reporting of any income on the Equipment Acquisition Fund. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 18 e /29 /2011:LES- BQ- ESKD0C/rev.1 /04Aessor EXECUTION PAGE OF ESCROW AGREEMENT IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the Date of Escrow Ageement shown on Schedule I. SUNTRUST (BANK, SVJNTRQJST EQUIPMENT FINANCE & LEASING CORP., Escrow Agent Lessor By: By: Name: Name: Title: Title: CITE' OF lLONGWOO D, FLORIDA, Lessee By: Na e• scoleurso [SEAL] Ti Mayor Schedule I Information to Complete Escrow Agreement Exhibit A Payment Request Form 8/ 29/ 2011 :LES- BQ- E5RD0C /rev.1 /04Aessor 19 SC>l E RULE 1 INFORMATION TO COMPLIETE ESCROW AGREEMENT Lease Number: 05049 Equipment Schedule: 004 Date of Escrow Agreement: October 6, 2011 I Name of Lessee: CITY OF LONGWOOD, FLORIDA Lessee's State / Commonwealth: Florida Fees: $250.00 (Escrow Agent) Investment Fees, if any, are more fully defined on the attached prospectus, if any Extension and other fees may be applicable if not disbursed by the Ending Date. Initial Deposit Amount: $ 1,339,842.00 Date of the First Amended Master Lease Agreement: December 15, 2010 Beneficiary Name for Fund: CITY OF LONGWOOD, FLORIDA Ending Date: April 6, 2013 Lessee's Address: 175 West Warren Avenue Longwood, FL 32750 Attention: Joseph .Durso Lessee's Telephone: 407/260 -3445 Lessee's Facsimile: 407/260 -3419 Lessee's Taxpayer Identification Number: 59- 1008196 Lessee's Authorized Representatives Joseph Durso, Mayor a�--- -- -- [�atule] [name /titl a CT) [signature] Escrow Agent's Address: SunTrust Bank 919 East Main Street, 7 Floor Richmond, VA 23219 Attention: Matt Ward Escrow Agent's Telephone: (804) 782 -7182 Escrow Agent's Facsimile: (804) 782 -7855 Lessor's Address: SUNTRUST EQUIPMENT FINANCE & LEASING CORP. 300 East Joppa Road, 7 Floor Towson, MD 21286 Attention: Escrow Disbursement Coordinator Lessor's Telephone: (410) 307 -6749 Lessor's Facsimile: (410) 307 -6665 Lessor's Taxpayer Identification Number: 26- 1256148 20 8/29/2011:LES -B Q- ESI2 -DO C /rev.1 /044esso r Lease Number: 05049 Equipment Schedule: 004 EXHIBIT A PAYMENT REQUEST FORM NO. SUITRUST BANK, as Escrow Agent under an Escrow Agreement dated as of October 6. 2011 (the 'Escrow Agreemen ") by and among the Escrow Agent, SUNTRUST EQUIPMENT FINANCE & LEASING CORP., as Lessor, and CITE' OF LONGW FLORIDA as Lessee, is hereby requested to pay, from the Equipment Acquisition Fund, to the person or entity designated below as payee that amount set forth opposite each such name, in payment of the Acquisition Costs of the Equipment designated opposite such payee's name and described on the attached page(s). The ternis capitalized in this Payment Request Form but not defined herein shall have the meanings assigned to them in:the Escrow Agreement. Pam Amount Eguip went The Lessee hereby certifies that: 1. Attached hereto is a duplicate original or certified copy of the following documents relating to the order, delivery and acceptance of the Equipment described in this Payment Request Form: (a) a manufacturer's or dealer's invoice; and (b) unless this Payment Request Form relates to partial payment of a Vendor, as defined h1 the Lease, in connection with a purchase order approved by Lessor, Lessee's Acceptance Certificate relating to the Equipment. 2. The representations and warranties contained in the Lease are true and correct as of the date hereof. 3. No Non - Appropriation or Event of Default, as each such tern is defined in the Lease, or event which with the giving of notice or passage of time or both would constitute an Event of Default, has occurred. Dated: , 20_• CITE' OF LONGWOOIlD, FLORIDA, SQ NTRUST EQUIPMENT FINANCE; & LEASING CORP.,. Lessee Lessor By By se urso Name: Mayor Title: at Date: 21 8/29/2011: LES -BQ -E SKD 0 C /rev. l / 04Acsso r i 1' EXHIBIT G -1 Lease No.: 05049 Equipment Schedule: 04 TO: World Risk Management Attn: Sonia Fatheree 141 Terra Mango Loop, Suite A Orlando, FL 32835 Phone: 407/445 -2414 Fax: 407/445 -2868 Insurance Agent Name & Address Phone Number and Fax Number Gentlemen: CITY OF LONGWOOIID, FLORIDA has entered into a First Amended Master Lease Agreement dated as of Decemb.-r 15, 2010 with SUNTRUST EQUIPMENT FINANCE & LEASING CORP.. In accordance with the Agreement, Lessee certifies that it has instructed the insurance agent named above to issue: a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long ]Forage Loss Payable Clause naming SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and/or its assigns as Loss Payee. The Coverage Required is $1,339,842.00. b. Public Liability Insurance evidenced by a Certificate of Insurance naming SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and/or its assigns as Additional Insured. The following minimum coverage is required: Liability: $ 500,000.00 per person Liability - Bodily Injury: $1,000,000.00 aggregate Liability - Property Damage: $1,000,000.00 property damage liability PROPERTY: De artment /E ui ment: Total Cost: Fire - Replace Engine 17 $330,000.00 Fire - Digital Vehicular Repeater MOBEXCOM $14,917.00 Fire - Flash Upgrade XTL Mobiles and XTS Portables $26,395.00 Fire - Motorola Mobiles (12 ) APX6500 $49,368.00 Fire - Motorola Portables 19 APX6000I1 $80,883.00 Police - Marked Police Vehicles - 12 $408,000.00 Police - Unmarked Police Vehicles - 3 $63,000.00 Police - Motorola P25 Radio $311,279.00 Police - Harley Davidson Police Motorcycles - 4 $56,000.00 GRAND TOTAL: $1,339,842.00 LOCATION: VARIOUS LOCATIONS 9/ 29 /2011:LES- EQ- ESItDOC /rev.1 /04 /lessor 22 EXHIBIT G-1-Continued Lease No.: 05049 Equipment Schedule: 04 Upon issuance of the coverage outlined above on the previous page, please mail a certificate of insurance to SUNT UST EQUIPMENT )FINANCE arc LEASING CORP., 300 ]East ,loppa Road, 7` Floor, Towson, IUD 21286. 1 Your courtesy m issuing and forwarding the requested certificate at your earliest convenience will be appreciated. Very truly yours, CITY ®1F ® GWG®D, FL1O)RIDA, By: N urso Ti ayor Date: / & 23 8 /29 /2011'.LES- BQ- ESKDOC /rev i /Wessor 1. EXHIBIT G-2 Lease Number: 05049 Equipment Schedule: 04 QUESTIONNAIRE FOR SELF-INSURANCE TO FIRST AMENDED MASTER ]LEASE AGREEMENT In connection with the First Amended Master Lease Agreement (the "Agreement"), dated as of December 15, 2010, made and entered into by and between SU N TRUJST EQUIPMENT FINANCE & LEASING CORP., as Lessor (the "Lessor" ),l and the lessee identified below, as Lessee (the "Lessee "), Lessee warrants and represents to Lessor the following information. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. 1. Property Insurance. a. Lessee is self - insured for damage or destruction to the Equipment. YES NO (circle one) If yes, the dollar amount limit for property damage to the Equipment under the Lessee's self - insurance program is $ _ b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self - insurance limits for property dannage to the Equipment as indicated above. YES NO (circle one) If yes, the umbrella policy provides coverage for all risk property damage. YES NO (circle one) If yes, the dollar limit for property damage to the Equipment under such umbrella policy is $ ! 2. Liabilibylnsurance a. Lessee is self - insured for liability for injury or death of any person or damage or loss of property arising out of or relating; to the condition or operation of the Equipment. YES NO (circle one) If yes, the dollar limit for such liability claims under the Lessee's.self-insurance program is $ b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self - insurance limits for liability including injury or death of persons or damage to property as indicated above. YES NO (circle one) If yes, the umbrella policy provides coverage for liabilities for injury and death to persons as well as damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes, the dollar amount of the umbrella policy's limits for such liability coverage is $ 3A. SeyInsurance Fund a. Lessee maintains a self- insurance fund. YES NO (circle one) If yes, please complete the following: Monies in the self - insurance fund are subject to annual appropriation. YES NO (circle one) The total amount maintained in the self- insurance fund to cover Lessee's self- insurance liabilities is $ b. Amounts paid from the Lessee's self- insurance fiord are subject to limitations for each claim. YES NO (circle one) If yes, the dollar- amount of limit per claim is $ 24 8 /29 /2011:LES- BQ- ESRD0C 1rev. /04Aessor 3B. No Setflnsurance Fund a. If Lessee does not maintain a self = insurance fiord, please complete the following: Lessee obtains funds to pay claims for which it has self-insured from the following sources: b. The limitations on the amounts payable for claims fiom the above sources are as follows: 4. Authority a. The following entity or officer has authority to authorize payment for claim: b. In the event the entity or officer named in the prior response denies payment of a claim, does the claimant have recourse to another administrative officer, agency or the courts? YES NO (circle one) If yes, to whom does the claimant have recourse? 5 Certificates oflnsurance Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee. IN WITNESS WHEREOF, Lessee has caused this Questionnaire to be executed as a supplement to the ',representations of Lessee in the Agreement by its duly authorized officer. CITY OF LONGWOOID, FLORIDA, Lessee By: Name• so Title• or Date: / 9 Telephone: 407/260 -3445 Facsimile: 407/260 -3419 Attaclunent i 25 8/29/ 2011 :LES- BQ- ESRD0C /rev. 1 /04/lessor SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ADDENDUM TO EQUIPMENT SCHEDULE NO. 04 TO THE FIRST AMENDED MASTER LEASE AGREEMENT (]LEASE NO. 05049), RELATING TO SELF- l[NSURANCE THIS ADDENDUM is made as of October 6, 2011, between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. (the "Lessor ") and CITE' OF LONGWOOID, FLORA (the "Lessee "). Recitals A. Lessor and Lessee have entered into a First Amended Master Lease Agreement dated as of December 1'5, 2010 (the "Agreement "). B. Lessee desires to lease equipment described in Equipment Schedule No. 04 to the Agreement (the "Equipment ") and Lessee has requested that Lessor lease such Equipment to Lessee. C. With respect to Equipment Schedule No. 04, Lessee has-requested that Lessor permit it to provide self-insurance for liability claims and property damage. D. Lessor is willing to grant Lessee's request subject to the following terms and conditions. NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and in the Agreement, it is hereby agreed as follows: 1. The terms capitalized in this Addendum but not defined herein shall have the meanings assigned to them in the Agreement. 2. Lessee hereby represents and warrants that all representations and warranties contained in the Agreement are true and correct as of the date hereof and that neither a Non- Appropriation nor any Event of Default or event which, with the passage of time or giving of notice or both, would constitute an Event of Default has occurred under the Agreement. 3. All other terms and conditions of the Agreement not specifically amended by this Addendum shall remain in full force and affect and are hereby ratified and confirmed by Lessee. 4. Lessee represents and warrants that all representations and warranties contained in the Questionnaire for Self Insurance to the First Amended Master Lease Agreement (the "Questionnaire ") are true and correct as of the date hereof. 5. Lessor acknowledges receipt of the Questionnaire and, in reliance upon the information provided therein, agrees that Lessee may satisfy the requirements of Sections 7.1 through 7.3 of the Agreement with respect to Equipment Schedule No. 04 through self - insurance. 6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 04 to accept self - insurance in lieu of the insurance required by Section 7.1 through 7.3 of the Agreement at any time during the 'related Lease Term when Lessor deems itself insecure with respect to such self - insurance. Within thirty (30) days of receipt of notice from Lessor, Lessee agrees to obtain insurance in compliance with Section 7.1, 7.2 and 7.3 of the Agreement and provide evidence thereof to Lessor. IN WITNESS WHEREOF, the parties by their duly authorized officers have executed this Addendum as of the date and year first above written. CITE' OF LONGWOOID, FLORIDA, SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessee Lessor 4urso Name: Title: Date: % �/ l� Date: 26 ,8 /29 /2011:LES- BQ- ESRD0C /revs1 /04Aessor