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Ord No 12-11-2085' ORDINANCE NO, 12-11-2085 An Ordinance of the Mayor and City Commission of the City of South Miami, Florida, authorizing the City Manager to finance up to six (6) new police vehicles for an amount not to exceed $165,000 and accepting the interest rate of 2.44% through SunTrust Bank, charging Debt Service - Principal Account No. 001.1910.521.7110 and Debt Service- Interest Account No. 001.1910.521.7210; providing for severability, ordinances in conflict and an effective date. WHEREAS, the 2010 -2011 approved budget reflects the allocation of funds for the purchase and financing of the six new police vehicles; and WHEREAS, in accordance with competitive bidding procedures, three (3) banks have provided quotes, SunTrust Bank, First National Bank of South Miami and Executive National Bank; and WHEREAS, SunTrust Bank has provided the lowest rate and has agreed to finance the six new police vehicles at an interest rate of 2.44% for 5- years. 1 •' I 1' 1 � 1 � i' 1' COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA; Section 1. That the City Manger is authorized to execute a contract with SunTrust Bank for financing as described in this Ordinance. Section 2. That the funding will be provided from Account No. 001.1910.521.7110 Debt Service- Principal, with a current balance of $72,987.02 and Account No. 001.1910.521.7210 Debt Service- Interest, with a current balance of $9,955.35. Section 3. This Ordinance shall take effect immediately upon adoption. PASSED AND ADOPTED this 1 stday of March 2011. ATTEST: C TY CLERK ]'Reading- 2/15/11 2nd Reading - 3 / 1 / 11 COMMISSION VOTE: ANDS ICIENCY: Mayor Stoddard: Vice Mayor Newman: Commissioner Palmer: Commissioner Beasley CITY ATTORNEY Commissioner Harris: Page 1 of 1 Additions shown by underlinine and deletions shown by everstfik-ing. 5 -0 Yea Yea Yea Yea Yea CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER - OFFICE MEMORANDUM To: The Honorable Mayor & Members of the City Commission Via Hector Mirabile, PhD, City Manager /j1' From: Alfredo Riverol, CPA, CrTA, and Chief Financial Officer Date: February 1, 2011 Agenda Item No.:_ An Ordinance of the Mayor and City Commission of the City of South Miami, Florida, authorizing the City Manager to finance up to six (6) new police vehicles for an Subject amount not to exceed $165,000 and accepting the interest rate of 2.44% through SunTrust Bank, charging Debt Service - Principal Account No. 001.1910.521.71 10 and Debt Service- Interest Account No. 001.1910.521.7210; providing for severability, ordinances in conflict and an effective date. Authorizing the City Manager to finance six (6) new police vehicles with SunTrust Bank. The 2010 -2011 approved budget reflects the allocation of funds for the purchase and financing of the six new police vehicles in accordance with competitive Background: bidding procedures, three (3) banks have provided quotes, SunTrust Bank, First National Bank of South Miami and Executive National Bank. SunTrust Bank has provided the lowest rate and has agreed to finance the six new police vehicles at an interest rate of 2.44% for 5- years. Account and Charging account No. 001.1910.521.71 10 Debt Service - Principal, with a current Amount: balance of $72,987.02 and Account No. 001.1910.521.7210 Debt Service - Interest, with a current balance of $9,955.35. Backup . SunTrust, Executive National Bank and First National Bank of South Miami Documentation: quotes. PAYMENT PRINCIPLE INTEREST AMOUNT $2,588.68 $335.02 $2,923.70 $2,593.93 $329.77 $2,923.70 Expense: $2,599.20 $324.50 $2,923.70 $2,604.48 $319.22 $2,92170 $4609.76 $313.94 $2,923.70 $2,615.06 $308.64 $2,923.70 $15,611.11 $1,931.09 $17,542.20 Backup . SunTrust, Executive National Bank and First National Bank of South Miami Documentation: quotes. SunTrust Equipment Finance and Leasing Corporation 300 E. 7oppa Road Suite 700 Towson, MD 21286 Phone 410.307.6705 Lawanna.gatton@suntrust.com SLWftUST February 1, 2011 Alfredo Riverol City of South Miami, FL 6130 Sunset Drive South Miami, FL 33143 Dear Ms. Rivera: Lawanna S. Gatton Assistant Vice President SunTrust Equipment Finance & Leasing Corp. is pleased to provide the following proposal to finance the acquisition of the Police Vehicles by the City of South Miami, FL. Lessee: Type of Financing: Equipment: Financing Amount: Lease Term: Interest Rate: Payment Mode /Amt: City of South Miami, FL Tax Exempt Lease Purchase Police Vehicles $165,000.00 Five (5) years 2.4365% Monthly — arrears The interest rate is for a funding by March L 2011 subject to final approval by the Board. If the financing is not closed within the above described timeframe or there is an increase in swaps, the interest rate will be subject to indexation based on the Five year swap rate. A $100 documentation fee will be waived at closing. If an escrow account is established utilizing our new Escrow Agreement, a set up fee of up to $250.00 will be assessed. This fee can be paid from interest earnings on the escrow account. The financing is subject to final credit approval by the Credit/Investment Committee of SunTrust Bank and approval of the lease documents in SunTrust Leasing Corporation's sole discretion. Should you have any questions, feel free to contact me. Very truly yours, a Lawanna. S. Gatton Vice President Proposal for Equipment Financing Page 2 of 3 Interest Rate: 2.4365% (Monthly) Payment Payment Payment Principal Interest Principal Number Date Amount Component Component Balance 3/1/11 0 0 0 165,000.00 1 411/11 2,923.70 2.588.68 335.02 162,411.32 2 5/1/11 2,923.70 2,593.93 329.77 159,817.39 3 611/11 2,923.70 2,599.20 324.50 157,218.19 4 7/1/11 2,923.70 2,604.48 319.22 154,613.72 5 8 /1/11 2,923.70 2,609.76 313.94 152,003.95 6 9/1/11 2,923.70 2,615.06 308.64 149,388.89 7 10 /1 /11 2,923.70 2,620.37 303.33 146,768.52 8 WWI I 2,923.70 2,625.69 298.01 144,142.82 9 1211/11 2,92310 2,631.03 292.67 141,511.80 10 1 /l /12 2,923.70 2,636.37 287.33 138,875.43 it 2/1/12 2,92310 24641.72 281.98 136,233.71 12 3/1112 2,923.70 2,647.08 276.62 133,586.62 13 411/12 2,923.70 2,652.46 271.24 130,934.17 14 5/1/12 2,923.70 2,657.84 265.86 128,276.32 15 6/1/12 2,923.70 2,66324 260.46 125,613.08 16 7/1/12 2,923.70 2,668.65 255.05 122,944.43 17 8/1/12 2,923.70 2,674.07 249.63 120,270.36 18 9/1/12 2,923.70 2,679.50 244.20 117,590.87 19 10/1/12 2,923.70 2,684.94 238.76 114,905.93 20 11/1/12 2,923.70 2,690.39 233.31 112,215.54 21 12/1/12 2,923.70 2,695.85 227.85 109,519.69 22 1/1/13 2923.70 2,701.33 222.37 106,818.36 23 2/1/13 2,923.70 2,706.81 216.89 104,111.55 24 3/1/13 2,923.70 2,712.31 211.39 101,399:24 25 4/1/13 2,923.70 2,717.81 205.89 98,681.43 26 5/1/13 2,923,70 2,723.33 200.37 95,958,10 27 6/1/13 2,923.70 2728.86 194.84 93,229.24 28 7/1/13 2,923.70 2,734.40 189.30 90,494.83 29 8/1/13 2923.70 2,739.95 183.75 87,754.88 30 9/1/13 2923.70 2,745.52 178.18 85,00936 31 10/1/13 2,923.70 2,751.09 172.61 82,258.27 32 11/1/13 2,923.70 2,756.68 167.02 79,501.59 33 12/1/13 2,923.70 2,762.28 161.42 76,739.31 34 1/1/14 2,923.70 2,767.88 155.82 73,971.43 35 2/1/14 2,923.70 2,773.50 150.20 71,197.92 36 3/1/14 2,923.70 2,779.14 144.56 68,418.79 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 Proposal for Equipment Financing Page 3 of 3 4/1/14 2,923.70 2,784.78 138.92 65,634.01 5/1/14 2,923.70 2,790.43 133.27 62,84357 6/1/14 2,923.70 2,796.10 127.60 604047.48 7/1/14 2,923.70 2,801.78 121.92 57,245.70 8/1/14 2,923.70 2,807.47 116.23 54,438.23 9/1/14 2,923.70 2,81117 110.53 51,625.07 10/1/14 2,923.70 2818.88 104.82 48,806.19 11/1/14 2,923.70 2,824.60 99.1.0 45,981.59 12/1/14 2,923.70 2,830.34 93.36 43,151.25 1/1 /15 2,923.70 2,836.08 87.62 40,315.17 2/1/15 2,923.70 2,841.84 81.86 37,473.33 3/1/15 2,923.70 2,847.61 76.09 34,625.71 4/1/15 2,923.70 2853.39 70.31 31,772.32 5/1/15 2,923.70 2859.19 64.51 28,913.13 6/1/15 2,923.70 2,864.99 58.71 26,048.14 7/1/15 2,923.70 2,870.81 52.89 23,177.33 8/1/15 2,923.70 2,876.64 47.06 20,300.69 9/1/15 2923.70 2,882.48 41.22 17,418.21 10/1/15 2,923.70 2,888.33 35.37 14,529.87 11/1/15 2,923.70 2,894.20 29.50 1P,635.68 12/1/15 2,923.70 2,900.07 23.63 8,735.60 1/1116 2,923.70 2,905.96 17.74 5,829.64 2/1/16 2,923.70 2911.86 11.84 2917.78 3/1/16 2923.70 2,917.78 5.92 0.00 Totals 175,422.00 165,000.00 10,422.00 WHOM EQUIPMENT SCHEDULE NO. 03 TO LEASE. NO, 07717 The following Equipment comprises an Equipment Group which is Ore subject of the Master Lease Agreement dated 0 July 7, 2010 (the " Agreemem") between the undersigned Lasser and Lessee. The Agreement is incorporated herein in its entirety, and Lassie hereby reaffirms each of its representat ions, warranties and covenants contained in the Agreement. Lessee warrants that On Non - Appropriation and no Event of Default, or event which, with the passage of time or the giving of notice or both, would constitute en Event ofDefm b, 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 funded by Lessee under this Lease is $1589257.00 (the "Acquisition Cost "). The Equipment Group consists of the following Equipment winch has been orshali be purchased: Six (6) 2071 FORD CROWN VICTORIA POLICE INTERCEPTORS WITH A TOTAL COSEOF: 5158,007.00 ESCROW AGENT FEE: $250.00 The Equipment Group is or will be locseg at the following address(es). Prior to relocation Of the Equipment Group or any portion thereof during the Lease Tenn, Lessee will provide written notice to Lessor: 6130 SUNSET DRIVE SOUTH n4IAML FL 33143 CITY OF SOUTH MIAMI, SUNTRUST EQUIPMENT FINANCE Lessee & LEASING CORP., Lessor Dy: .. N c: Herein fie Name: Donald S. [CCOUgh Title: City MenaGerr Title: VlooPrrsidemt Date: _ i ,� ; I 1 Date: A pry. _C welt Address: 6130 SuraetDrive Address: 300 East Ioppa Road, 7" Floor South Miami, FL 33143 Towson, MD 21286 Telephone: 305/663 -6343 Telephone: 410/307 -6648 Facsimile: 3051663 -6346 Facsimile: 410!307 -6669 snno, eiecapasrtrtonam, �ro,nvm� LcaseNumber. 07717 Equipment Schedule: 03 PA"IENTSCHEDULE The Funding Dare with respect to the above referenced Equipment Group Shall be March 10, 2011. ZessorshAt retain any interest accruing between the Funding Date and the date on which interest begins to accrue in accordance with the Payment Schedule more fully set forthbelow. The Monthly interest Rate applicable to the Equipment Group shallbe2.5 %. Lesseswill make Rental Payments each comistingofPrincipal and lnterestas Set lb4thbelnwfOta teml Of$ years. The fear Rental Payment is due on April 10, 2011 and subsequentpayrn"ts we due monthlyon like date thereafter. Payment Payment Payment Principal Interest Prepayment Number Date Amount Component Component Price" 1 4/102011 2,811.79 2,476.14 335.65 157,338.67 2 5/102011 2,811.79 2,481.40 330.39 154,832.45 3 611012011 2,811.79 2,486.66 325.13 152,320.93 4 7/102011 2,811.79 2,491.93 319.86 149,804.08 5 81102011 2,811.79 2,497.22 314.57 147,281.89 6 9/102011 2,811.79 2,502.51 309.28 144.754.34 7 10/102011 2,811.79 2,507.82 303.97 142,221.44 8 11/102011 2,811.79 2,513.14 298.65 139,683.17 9 12/102011 2,811.79 2,518.47 293.32 137,139.52 10 1/102012 2,811.79 2,523.81 287.98 134,590.47 11 2/102012 2,811.79 2,529.16 282.63 132,036.01 12 31102012 2,811.79 2,534.53 277.26 129,476.13 13 4/1012012 2,811.79 2,539.90 271.89 126,910.83 14 5/1912012 2,811.79 2,545.29 266.50 124,340.09 15 6/102012 2,81179 2,550.69 261.10 121,763,89 16 7/102012 2,811.79 2,556.10 255.69 119,182.23 17 8/102012 2,811.79 2,561.52 250.27 116,595.10 18 9/102012 2,811.79 2,566.95 244.84 114,002.48 19 10/102012 2,811.79 2,572.40 239.39 111,404.35 20 1V102012 2,811.79 2,577.85 233.94 108,800.72 21 12/102012 2,811.79 2,583.32 228.47 106,191.56 22 1/1012013 21811.79 2,588.80 222.99 103,576.66 23 2/10/2013 2,811.79 21594.29 217.50 100,956.65 24 3/10/2013 2,811.79 2,599.79 212.00 984330.85 25 4/10/2013 2,811.79 2,605.31 206.48 95,699.50 26 5M012013 2,811.79 2,610.83 200.96 93,062.56 27 6110/2013 2,811.79 2,616.37 195.42 90,420.03 28 7/102013 2,811.79 2,621.92 189.87 87,771.89 29 8/102013 2,811.79 2,627.48 184.31 85,118.13 30 9/102013 2,811.79 2,633.05 178.74 82,458.75 31 10/102013 2,811.79 2,638.64 173.15 79,793.73 32 11/10/2013 2,811.79 2,644.23 167.56 77,123.05 33 12M02013 2,811.79 2,649.84 161.95 74,446.72 34 1/102014 2,811.79 2,655.46 156.33 71,764.70 rnaonurs.ausscnxM..r� r; PAYMENTSCHFDULE Payment Payment Payment Principal Interest Prepayment Number bate Amount Component Component Price* 35 2/10/2014 2,811.79 2,661.09 150.70 69,077.00 36 31102014 2,811.79 2,66674 145.05 66,383.59 37 4110/2014 2,811.79 2,672.39 139.40 63,684.48 38 5/102014 2,811.79 2,678.06 133.73 60,979.64 39 6/102014 2,811.79 2,683.74 128.05 58,269.06 40 71102014 2,811.79 2,689.43 122.36 55,552.74 41 8/102014 2,811.79 2,695.14 116.65 52,830.65 42 9/102014 21811.79 2,700.85 110.94 50,102.79 43 10/102014 2,811.79 2,706.58 105.21 47,369.14 44 11/102014 2,811.79 2,712.32 99.47 44,629.70 45 12JI012014 2,811.79 2,718.07 93.72 41,884.45 46 1/102015 2.811.79 2,723.84 87.95 39,133.37 47 2/102015 2,811.79 2,729.61 8218 36,376.46 48 3/10/2015 2,811.79 2,735.40 76.39 33,613.71 49 411012015 2,811.79 2,741.20 70.59 30,845.09 50 5/1012015 21811.79 2,747.02 64.77 28,07D.60 51 6!1012015 21811.79 2,752.84 58.95 25,290.23 52 7/10/2015 21811.79 2,758.68 53.11 22,503.95 53 8/10/2015 2,81119 2,764.53 47.26 19,711.78 54 91102015 2,811.79 2,770.40 41.39 16,913.67 55 10/102015 2,811.79 2,776.27 35.52 14,109.64 56 11/102015 2,811.79 2.782.16 29.63 11,299.66 57 121102015 2,811.79 2,788.06 23.73 8,483.72 58 1/102016 2,811.79 2,793.98 17.81 5,661.80 59 2/102016 2,811.79 2,799.90 11.89 2,833.90 60 31102016 2.811.79 2,805.88 5.91 0.00 Totals 168,707.40 158,257.00 1%450.40 ` After payment of Rental Payment due on such dale. mrotrlSSNpESCtVrl�er. Wanemrc 5 Lease Number. 07717 Equipment Schedule: 03 CITY OF SOUTH MIAMI, Lessee By. T Nem .HectorMirabile Title: City Manager Daze: [Escrow) EXHIBIT B-i Lease Number. 07717 Equipment Schedule: 03 TAX AGREEMENT AND ARBITRAGE CERTIFICATE This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificam") is issued by CITY OF SOUTH MIAMI ( "Lessee") in favor of SUNTRUSF EQUIPMENT FINANCE & LEASING CORP. ("[.essof ") in connection with that certain Master Lease Agreement dated as of July 7, 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 refunding the financing of cerain equipment (the "Equipment ") to be acquired by Lessor and leased to Lessee pursuant to and In accordance with the Equipment Schedule referenced above (the "Equipment Schedule") executed under the Agreement (together with all related documents executed pursuant thereto and comempumannsly, herewith, the "Financing Documents"). As described in the Financing Documents, Lessor shall apply 5358,257.00 (the "Principal Amasmt" ) toward the acquisition of the Equipment and Lessee shall matte Rental Payments anderthe terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility Of reviewing and executing the Financing Dneummts, 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 ofproviding funds for financing the cost of acquiring, equipping and Including 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 the Financing Documents and held by SUNTRUSF BAW as escrow agent (the "Escrow Agent") pending acquisition of the Equipment under the terms of that certain Escrow Agreement dated as of March 10, 2011, (the "Escrow Ageatnent "), by and between Lesser and Escrow Agent L4, Lessee will timely file for each payment schedule issued unde'rhe Lease a Form 8038 -0 (or, if the invoico price of the Equipment under such schedule is less than $100,000, a Farm 8038-OC) relating to such Lease with the Internal Revenue Service in accordance with Section 149(e) of the Internal Remume Cade of 1986, as amended (the "Code "). 1.5. Lessee has not issued, and reasonably anticipates that it and its subordinate entities, if any, will net issue, tax-exempt obligations (including the Lean) in the amount of mom than 810,000,000 during the cannot calendar year. Lessen hereby designates the Lease as a qualified tax-exempt obligation" within the meaning ofSection 265(b )(3) of the Code and agum fivat it and its subordinate entities, if any, will not designate more than $10,000,000 oftreir obligations as "qualified tax-exempt obligations" during the current calendar year. Section 2 No -A b'traee Certifi®tions 2.1. The Rental Payments due unmet the Financing Documents will be made with monies retained in Lessee's general operating fiord (or an accohmt or subaccoum tbemin). 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. 12. 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 dare of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of financing with the Financing Docrurhums and (iii) paid out ofsubsiantially 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. 2.1 Other than the Principal Amount held underthe 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 substrate, replacement or separate source offrancing 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 byLessor from Re malPayment received under the Financing D00ummu- 2.5. The principal Amount does not exceed the amount necessary for the govemmenml purpose for which the Financing Documents were entered into. Such hands 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 w convey, sublease or otherwise dispose of the Equipment, in whole or in part, m a date which is earlier tan 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 10 the vendors or manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee an reimbursement for acquisi0on cost payments already made by it art long as gmeendi6ons set forth in Section 3.2 below are satisfied. 3.2. Lessee shall nut request thatit be reimbursed for Equipment acquisition cost payments already made by it unless each of the following snnonvesopasaoarnw.var , conditions have Been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent in accordance will Trasury Regulation § 1.150 -2 (die "Ikxlamr;on of Official Intent"), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or portion of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than suety (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 (I8) months aft" the expenditure was paid or efgbten (18) months after (be items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect in wddeh reimbursement is being sought is a capital expenditnm, 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 rcs ridioru or arbitrage rebate requirements. Section 4 U and investment of Fundds: Tenr rary Period. 41. Lessor: has incurred or will incur, within six (6) months from the date of issuance of Ole Finaxdng7Mcuments, binding obligations to pay an amount equal In at least live percent (5 %) of the Principal Amount toward the costs of the Equipment An obligation is not binding if it is subject to contingencies within Lesse's cannot. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of final acceptance of the Equipment 4.2. An amount equal to at least eighty-five percent (85 %) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the dueyear period commencing on the date of this Certificate No portion of the Principal Amount will be used to acquire investments that do not carry, out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of four (4) years or mom. 4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited Order the Escrow Agreement to the Internal Revenue Service if required by, and in accordance with, Section 148(1) of the Code, and make the 'annual detemdnitions and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably expects re cause the Equipment m be acquired by September 4, 2012. -(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(1) of the Code unless (i) the entire principal Amount is expended on the Equipment by the date that is the stx- month anniversary of the Financing Docmnrarts or (u) 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 eamings thereon will be applied to the cost of the Equipment within six months from the date of issuance of the Pinancing Documents; at least sixty pervert (60 /) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months tram the date of issuance of the Financing Documents; and one hundred percent (100 0%) of the Principal Amount and interest earnings daemon will be applied to the cost of the Equipment prior to eighteen (18) months from the date of issuance of die Financing Documents. (c) Lessee hereby covenants that (() Lessee is a governmental unit with general tax Powers; (ii) the Lease is not a "private activity bond" under Section 141 of the Code; (iu) at least ninety-five percent (95 %) of the Principal Amount is used for 010 governmental arthritics of Lessee; and (iv) the aggregate principal amount of all tax-exempt obligations (including the Lease) issued by Lessee and its subordinate entities, ifarry, during the current calendar year is not reasonably exposed to exceed $5,000,000. Accordingly, the rebate requirements of Section 148(Q of the Code we treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above. Section S. Escrow Account, The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or manufacturar(s) of the Equipment are due. Lessee will ensure that such investment will not result in Lessees 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 Fact®r the investment of more funds shall be labeled as interest earned. Ali each monies will be disbursed on or promptly after the date that Lessee accepts the Equipment. Section 6 No Private Usq No Consumer Loan. Lessee will not t mote than 6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. S i6calty, P l0%ofthe Principal Amount to be used for a private Business Use (as defined herein) if, in adds ion, the payment ofmore bran ten percent (I D%) 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 (501*) of the Principal Amount is used as described above with respect to Private Business Use and (B) more than five percent (50/0) of die Principal Amount plus lutenist came thereon is secured by Private Business Use property or payments as described above, then the excess over such five percent(S1o) (the "Excess Private Use Portion ") will be used for a Privets, 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 rn,]on)FS.bPEra /in uwnan. Portion is related. For purposes of INS paragraph 6- 1, 'Private Business Use' means use of bond proceeds or bond financed- property directly or indirectly in a trade or business carried on by a natural person or in any activity earned on by a person other than a natural person, excluding, however, use by a sedeor local governmental unit and excluding use as a memberof the general public. 61. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to nom 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 agencyor instrumentality thereof. 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 thereat or (i) invested, directly or indirectly, in &dcmlly insured deposits or accounts if such investment would cause the financing under the Financing Documents to be "federally guaranteed" within the meaning of Section 149(6) of the Code. Sections. Miscellaneous. E.I. Lessee shall keep a complete and accurate record of all owners or assignees of the financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessees agent for such purpose. 9.2. 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 full under the Financing Documents. S_3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are an other facts, estimates or circumstances that would materially change the expectations expressed herein. IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of March 10,2011. CITY OF SOUTH MIAMI, Lessee By: Name: war Mrabile Title: Ciy gar Date :_ _ snaonaesapasamrnw.�m+n�, (Escrow] EXIOBTF C -1 Lease Number: 07717 Equipment Schedule: 03 RESOLUTION OF GOVERNING BODY At a duty called meet' g of the governing body of Lessee held in accordance with all applicable legal requirements, including open meeting laws, on the'1 day of �,., the following resolution was introduced and adopted: RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE AGREEMENT, EQUIPMENT SCHEDULE NO. 03, AN ESCROW AGREEMENT, AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the governing body of CITY OF SOUTH MIAMI ( "Lessee ") desires to obtain certain equipment (the "Fquipmem ") described in Equipment Schedule No. 03 to the Master Lease Agecmem (wllectively, the "Lease ") with SUNTRUST EQUIPMENT FINANCE & LEASING CORP., the form of which has been available for review by the governing body of Lessee prior to this mceting; and WHEREAS, tImEquipment is essential for the Lessee to perform its govemmeatsl functions; and WHEREAS, the funds made available under the Lease will be deposited wife SUNTRUST BANK (the "Escrow Agent") pursuant ro 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 many applicable legal bidding requirements, to manage for the acquisition of the Equipment; and WHEREAS, Lessee proposes to enter into the Lease with SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and the Escrow AgrecmwLwith the Escrow Agent substantially in the forms presented to this meeting. NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF LESSEE AS FOLLOWS: S ' n 1. R is hereby found and determined that the terms of the Lease and the Escrow Agreement (collectively, the "Financing Documents") in the forms presented to this meeting and incorporated in this resolution arc in the best interests of Lessee for the acquisition of Ore Equipment Section 2. The Financing Documents and the acquisition and financing of the Equipment under the temu and conditions as described in the Financing Documents are hereby approved. The EjDLM_grPger of Lessee and any other officer of Lessee who shall have power W "mute contracts on behalf of Lessee be, and each of them hereby is, subdrized to execom acknowledge and deliver the Financing Documents with any changes, insertions and omissions therein as may In approved by the officers who execute the Financing Documents, such approval to be conclusively evidenced by such cxceulion and delivery of the Financing Documents. The City Clerk of the Lessee and any other officer of Lessee who shall have power to do so be, and each of them hereby is, authorized to affix the official Seal of Lessee to the Financing Documents and attest the same. Section 2i The properofficets ofL== be, andeach of them hereby is, authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acrs and things necessary or proper for carrying out this resolution and the Financing Documents. Section 4. Payment to Seaton 265(b) of the Internal Revenue Code of 1986, as amended ((he "Code"), Lessee hereby specifically designates the Lease as a "qualified rax�scuapt obligation "for purposes of Section 265(b)(3) of the Co&. "WilES- apePcXK%m Va/ W The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and further certifies that the lease and Escrow Agreement executed on behalf of Lessee are the same as presented at such meeting of the governing body ofiessce, excepting only such changes, insertions and omissions as shall lave been approved bythcofficers who executed the same. Date. MkIG CTTY OR SOUTH MIAMI, Lessee Nam Hector Mirabilc Title: City Manager Attested 6y: Name: Msp .Menen ez Title: City Clerk ORDINANCE NO. 12 -11 -2085 An Ordinance of the Mayor and City Commission of the City of South Miami, Florida, authorizing the City Manager to finance up to $4 (6) new police vehicles for an amount not to exceed $165,000 and accepting the Interest rate of 2.44% through S"Trost Bank, charging Debt Service - Principal Account No. 001.1910521.7110 and Debt Service - Interest Account No. 001.1910.521.7210; providing for severability, ordinances in conflict and an effective date. WHEREAS, the 2010 -2011 approved budget reflects the allocation of fords for the purchase and financing of the six now police vehicles; and WHEREAS, in accordance with competittve bidding procedures, three (3) banks have provided quotes, SanTrust Bank, First National Bank of South Miami and Executive National Bank; and WHEREAS, SunTrust Bank has provided the lowest rate and has agreed to finance the six new police vebicles at an interest rate of 2.44 % for 5- years. NOW THEREFORE BE IT ORDAMD BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MAW FLORHIA; Section L That the City Manger is authorized to execute a contract with SuaTrust Bank for financing as described in this Ordinance. Section 2. That the funding will be provided from Account No. 001.1910.521.7110 Debt Service - Principal, with a current balance of $72,987.02 and Account No. 001.1910321.7210 Debt Service - Interest, with a current balance of $995535. Section 3. This Ordinance shall take effect immediately upon adoptiom PASSED AND ADOPTED this 1 stday of March 20I1. ATTEST: APPROVE' OCL-& 2Y R 1`Rouling- 2/15/11 e assdiax- 3/1/11 COMMISSION VOTE: 5 -0 READ AND APPROVED AS TO FORM 7.�vw� ICIENCY: Mayor Stoddard: Yea Vice Mayor Newman: Yea Commissioner Palmer: Yea Commissioner Beasley: Yea CITY ATTORNEY Commissioner Harris: Yea Page I of I EXHIBIT D Lease No.: 07717 Equipment Schedule: 03 INCUMBENCY CERTIFICATE I do hereby certify that I am the duly elected or appointed and acting ChY CI of CITY OF SOUTH MIAMI, a political subdivision duly organized and existing under the laws of the State of Florida, that I have custody of the records of such entity, and that, as of the date hereof the individuals named below are the duly elected or appointed officers of such entity holding 0re offices set forth opposite their respective names. I further certify that (i) the signatures set opposite their respective names and titles are their no and authentic signatures and (ii) such officers have the authority on behalf ofsuch entity b enter into that certain Master Lease Agreement dated as oftuly 7,20 10 between such entity and SUNTRUST EQUIPMENT FINANCE & LEASING CORP. NAME klecro Mirebil City masmagg � tFA6 IN WITNESSWORREOF, I have duly executed this certificate as oftbis day of 2011. ,�b Br: N M. Menen cz Title: City Clerk 11 xmxon:racePUawcx•r.tun�, y souAt tip' �'Cg hORI /� <ro xip 0166iCO/jammx /ill.Q /72G March 10, 2011 SUNTRUST EQUIPMENT FINANCE & LEASING CORP. 300 East Joppa Road, 7th Floor Towson, MD 21286 Re: Master Lease Agreement dated as of July 7, 2010 (the "Agreement ") by and between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ( "Lessor ") and CITY OF SOUTH MIAMI ( "Lessee ") Ladies and Gentlemen: We have acted as counsel to Lessee with respect to the Agreement described above and various related matters, and in this capacity have reviewed a duplicate original or certified copy thereof and Equipment Schedule No. 03 executed pursuant thereto (together with the Agreement. the "Lease'). The terms capitalized in this opinion but not defined herein shall have the meanings assigned to them in the Lease. Based upon the examination of these and such other documents as we have deemed relevant, it is our opinion that I. Lessee is a political subdivision of the State of Florida (the "State') within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended, and is duly organized, existing and operating under the Constitution and laws of the State. Lessee is authorized and has the power under applicable law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Lease has been duly authorized, executed and delivered by and on behalf of Lessee, and is a legal, valid and binding obligation of Lessee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally and by general equitable principles. South Miami 6130 Sunset Drive South Miami, Florida 33143 -5D93 • Tel: (305) 663 -6338 • Fax: (305) 663.6345 Ww cityolsouthmiami.net 4. The authorization and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with aft applicable open meeting, public records, public bidding and all other laws, rules and regulations of the State. S. The execution of the Lease and the appropriation of moneys to pay the Rental Payments coming due thereunder do not and will not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. 6. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body that challenges the organization or existence of Lessee, the authority of Lessee or its officers or its employees to enter into the Lease, the proper authorization and/or execution of the Lease or the documents contemplated thereby, the appropriation of moneys to make Rental Payments under the Lease for the current Fiscal Year of Lessee, or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. To the best of our knowledge, no such litigation, action, suit or proceeding is threatened. T The Equipment is personal property, and when used by Lessee will not be or become fixtures under the laws of the State. B. Ordinance No. 12 -11 -2085 of the governing body of Lessee was duly and validly adopted by such governing body on March 1 2011, and such resolution has not been amended, modified, supplemented or repealed and remains in full force and effect This opinion may be relied upon by the addressee hereof and its successors and assignees of interests in the Lease, but only with regard to matters specifically set forth herein. Very truly yo , Laurence Feingold, Esq. City Attorney SunTrust Equipment Finance & Leasing Corp. 300 East Joppa Road, 7a' Floor Towson, MD 21286 Lease No.: Sbown 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 L by and among SUNTRUST EQUIPMENT FINANCE & LEASING CORP., a Virginia corporation ("Lessor "), the Lessee named on Schedule t, wblch is a political subdivision of public body politic and corporate of the Suite or Commonwealth 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: ARTICLEL DEFINITIONS AND RECITALS Section 1.1 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 L "Acquisition Costs" means, with respect to the Equipment, the contract price paid or 10 be paid to the person entitled to such payment upon acquisitionordelive ry ofany porhimofihe Equipment in accordance with the purchase orderorcon tracttherefor. Acquisition Costs may include the admiaisnative, 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 Cenificate executed pursuant w 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 establisbed and held by Escrow Agent pursuant to Article U 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 1. "Escrow Agreement" means this Escrow Agreement and any duly authorized and executed amendment or supplement herein. "Initial Deposit Amount" means the amount shown as the Initial Deposit Amount on Schedule I. "Lease" means the Master Lease, together with the Equipment Schedule identified on Schedule 1, by and between Lessee and Lessor, and any duly amlarized and executed amendment or supplement thereto. "Master Lease" means the Master Lease Agreement, dated as of the date shown on Schedule I, by and between Lessee and Lessor, including say Equipment Schedules entered into thereunder sad any duly authorised and executed amendment or supplement H=ero. "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 forEmrow tarstomers of SUNTRUST EQUIPMENT FINANCE & LEASING CORF. and Sunft Bantu By $igning this Escrow Agrecmen4 Lessee acknowledges that such Qualified Invesen ent is a permitted investment under any stare, county or municipal law applicable to the investment of Lessee's heads. ARTICLEU. APPOINTMENT OF ESCROW AGENT, AUTHORITY 13 sutra t ]axapealuorn.+nranm« Stollen 2 X Appointment of Escrow Amen t Lessor and Lessee hereby appoint and employ Escrow Agent to receive, hold, invest and disburse the moneys to be paid W Escrow Agent pursuant to this Escrow Agreement and to perform certain other functions, all as hereinafter provided. By executing and delivering We 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 dudes under this Escrow Agreement, or upon the claimed failure to perform any of its duties hereunder, Escrow Agent shall not be liable W 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 he relieved from liability for damages arising out of its proven gross negligence or willful misconduct under this Escrow Agreement w Escro Agent shall in no event incur any liability with respect to (i) any action taken or omitted W be taken in good faith upon advice of legal counsel, which may be counsel to say party hereto, given with respect W any question relating to the duties and responsibilities of Escrow Agent hereunder or v C') m y action taken or omitted W be taken in reliance upon my 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 Master Lease, whether or not Escrow Agent has knowledge of any such agreement or contract. Section 21. Authority. Each of the parties has authority to enter into this Escrow Agreemrnk and bas taken all actions necessary to authorize the execution of this Escmw Agreement by the representatives whose signmi are affixed hereto. ARTICLE III. EQUIPMENT ACQUISITION FUND Section 31 Equipment Amuisitiun Fund. Escrow Agent shall establish a special escrow account designated as the "Equipment Acquisition Fund" (the "Equipment Acquisition Fund'7, shall keep such Equipment Acquisition Fund separate and span from all other funds and moneys held by it and shall administer such Equipment Acquisition Fond as provided in this Escrow Agreement. Section 3.2 Deposit Upon execution ofthe Lease and delivery to lessor by Lessee of all documents required to be delivered thereunder, Lessor shall deposit orcauseto be deposited wit h Escrow Agenter amoundamed to the Initial DeposhAmounc Escrow Agent shall credit such amount to the Equipment Acquisition Fund. The Initial Deposit Amount is to be sent by Lessor to Escrow Agent by wire tmnsferto: SunTrust Bank, ABA# 061000104, Account# 9443001321, Account Name: Eserow Services Richmond, Beneficiary as shown on Schedule 1, Attention: Matthew Ward. Section 3 . Disbursements. Escmw Agent shall use the moneys in the Equipment Acquisition Fund from (uric to time to pay the Acquisition Cost of each item of Equipment, within a reasonable time of receipt with respect thereto of payment Request Form executed by Lessor and Lessee. Upon receipt of aPaymant Request Form executed by Lessor and Lessee, an amount equal to the Acquisition Cost as shown !herein 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 salmdules, invoices and other supporting document attached W it, Lessor will send to Eserow Agentomy the page or pages showing the signatures of Lessor and Lessee, the Acquisition Cost and related payment information, without 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 arty such schedules, invoices or other supporting do(AfflatimatiOn- Section 3. 4 Transfers Upon Camnlefion. Unless all of the funds deposited by Lessor in the Equipment Acquisition Fond have been previonsly disbursed pursuant to Section 3.3 or paid to Lessor pursuant W Section 3.5, on the Ending Date shown on Schedule L Escrow Agent shall pay upon avritmadirection all remaining moneys in the Equipment Acquisition Fund to Lessoror its assignee far application as a prepayment of the unpaid Principal under the related Lease. Any amounts paid pursuant W this Section 3.4 shall be subject W a prepayment fee equal to two percent (2 9/0) of such amount Lessor shall apply amounts received under this Section 3.4 first to unpaid foes, late charges and collection vests, if any, which have accrued or been incurred under the Master Lease, then to overdue Principal and Interest on the Leese and then, in the sole discretion of Lessor, either d) to principal payments (hereafter due under the Tease in the inverse order of their maturities or (ii) proportionately W each Principal payment thereafter due under the Lease. In the event thin Lessor elects W apply any such amounts in accordance with clause () of the preceding senteruce, Lessee shall continue W make Rental Payments as scheduled in the applicable Payment Schedule. In the event shat Lessor elects W apply such amounts in accordance with clause (ii) of this Section 3.4, Lessor shall provide Lessee with a revised Payment Schedule which shall reBem the revised Principal balance and reduced Rental Payments due under the Lease. Capitalized terms used in this Secton 3.4, but not defined herein, shall have the meanings given W such terms in the Lease. Escrow Agent shall have no responsibility to see W the appropriate application of any moneys returned under this Section 3.4. Section 3. Lia 'lotion. Upon receipt of written notice from Lessor or Lessee that the Lease has been terminated pursuant to Sections 14 roamr,tts.eQ'GMOOV VXa r 3.2 or 122 thereof, Escrow Agent shall liquidate all investments held in the Equipment Acquisition Fund and transfer the proceeds thereof and all other moneys held in lheEquipment Acquisition Fwd a Lessor. ARTICLEIV. TRUST, INVESTMENT Section 4.I. Irrevocable Trust The moneys and investments held by Escrow Agent under this Escrow Agreement are irrevocably held in trust for the benefit of Lessor and Lessee, and such moneys, together with any income or interest tamed, shall be expanded only as provided in this Escrow Agreemen4 and shall not be subject a levy or adachment or lien by or for the benefit of any creditor of either Lessor or Lessee limber 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 Equipment Acquisition Fund or any part of the Equipment Acquisition Fund or to file any financing statement under the Uniform Commercial Code of anyjurisdictime with respect to the Equipment Acquisition Fwd 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 afl'diate, as principal or agent, investments authorized by this Article N. Such investments and re investarents shall be made giving full considem5on for the time at which fiords are required to be available. Any income received on such investments shall be credited to the Equipment Acquisition Fwd and any loss on such investments shall be charged to the Equipment Acquisition Elrod. Escrow Agent shall not be responsible or liable for any loss suffered in wnnecgOn with any investment of moneys made by it in accordance with this Article IV. Sect" 4.& 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 order 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 famish to Lessor and Lessee no less than quarterly an accounting of all investments and interest and income therefrom. Section 4.5, Termination. This Escrow Agreement shall terminate upon disbursement by Escrow Agent of all moneys held by it hemunder. Notwithstanding the foregoing, this Escrow Agreement shall not be considered to be terminated until all fees, costs and expenses ofEscmw 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; INDEMNIFICATION Section 51. 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 instanter; and may nssune that any person purporting to give any writing, ratite, advice or instructions in connection with the provisions ber eeof has been duly authorized an do so, and Escrow Agent shall be under no duty to make any investigation or inquiry as to any of the foregoing. Eaceow Agent shall net be liable in any manner for the sufficiency or correctness as to form, summer and ""none, or validity of any instrument deposited with it, Our as to the identity, authority or right of any person executing the same. Escrow Agent shall be entitled to rely upon any statement, certificate, document or instrument presented to it by or on behalfofLessee 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 s; an authorized representative of Lessee. Section 52 Use of Counsel and Aeca Escrow Agent may execute any of the tusk or powers hereof and perform the duties required of it hereunder by or through atameys, agents, orrewivem Escrow Agent shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder and shalt be paid or reimbursed 'the reasonable fees and expense, of such cowsol, as provided in Section 6.1. Escrow Agent shalt not be answerable for the default or misconduct of my such attorney, sSm4 or receiver selected by it with treasonable care. rnnon:rpsnpnsamocnw.wvxm. 15 Section 53 Iutemrctation. 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 Ageat, to refuse to comply with the demands of such parties, or any of such parties, se long as such disagreement shall cautious. 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 nomilhstanding, Escrow Agent shall not be or became 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 m continue to refrain and refine to deliver or otherwise dispose of the Equipment Acquisition Fund or any part thereof or in otherwise set hereunder, as stated above, unless and until: I. the rights of such parties have been finally settled by binding arbitration or duly adjudicated in a cond 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 of 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 the 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 money and property comprising the Equipment Acquisition Fund and may take such other legal action as may be appropriate or necessary, in the opinion of Escrow Agent Upon such tender, the parties hereto agree that Escrow Agent shall be discharged from all further duties and msponsibifties under this Escrow Agreement; provided, however, that the filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder named prior to such filing and discharge of Escrow Agent of its duties and responsibilities hereunder. The parties heremjointly and severally agree that, whether under this Section 5.3 or any other provisions of this Escrow Agreement, in the event any controversy arises underor 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. Session 5 A. Limited Liability of Escrow Anent. Escrow Agent shall not be liable in connection with the perfomr m or observation of its duties or obligations hereunder except for in the case of its proven gross negligence or willful misconduct. &crow Agent shall have no obligation or liability in any of the other parties under this Escrow Agreement for the failure or minsal of any other party to perform any covenant or agreement made by such party hereunder or under the 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 in take any legal action in connection with this Fscrow 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 cast, 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, direcmts, employees and agents and save Esorow 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. 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 dimt action, 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 wise out of, result from, relate he or be based upon, in whole or in part: (a) the ants or omissions of Lessor or Lessee, (b) the appointment of Escrow Agent as escrow, agent under this Escrow Agreement, or (e) 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 altomeys', accountants' and other professionals' fees, litigation end court costs and expenses and amounts paid in settlement), directly or indirectly resulting from, Rising out of or relating to one or more Claims. Upon the writren request of Escrow Agent or any such officer, director, employee or 16 rnmiv.rsaofsacov�.uuea,+. 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 cast 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 of 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 61. 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 Ices and court costs, incurred or 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 62. The Escrow Agent Fee and such other costs, expenses, disbursements and advances shall be payable from the interest earnings from the Equipment Acquisition Fund. In the event a shortfall occurs, said shortfall shall be the responsibility of Lessee and not the responsibility of Escrow Agent, Lessor, or their agents or assigns. Such shortfall shalt be paid by Lessee w Escrow Agent within 30 days following receipt by Lessee of written statement setting forth such shortfall. Section 6.2, Investment Fees. Escrow Agent shall be entitled w charge reasonable fees and commissions in wnneciion with the investment by it of amounts held in the Equipment Acquisition Fund (the "Investment Fees"). Leasear and lessee hereby authorizeEscmw Agent to periodically deduct the Investment Fees from investment earnings on the Equipment Acquisition Fund. Section 63 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 is 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 shalt be prior to all other security interests, limos or claims against the Equipment Acquisition Fund or any part thereof ARTICLE VIL CHANGE OF ESCROW AGENT Section 71. 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 succa scar 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 (550,000,000), and be subject to supervision or examination by federal or state authority. If such bank or cast company publishes a report of condition at least annually, pursuant to statute or the requirements; of any federal or state supervising or examining authority, than 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 as published. Seetion 71 Resionation 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 setforth in such written notice which shall be no earlier than 30 days after such written notice has been given, unless an earlier resignation data and the appointment Of suecenar Escrow Agent shall have been approved by Lesser and Lessee. In the event no successor escrow agent has been appointed on or priorto 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. Mercer 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 corpomm trust business (provided that such company shall be eligible under 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 17 rnnaulrsaPasa000ar.imNSa, Warier to the party entitled thereto at its contact information specified on Schedule 1, or at such contact information as the party may provide to the other parties hereto in writing from time to time. Any such native 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 A. Any notice given by any party shall be given in both other parties. Section 8.2, Assignment Except as expressly berem 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 assignment by Lessor of its rights under the Lease. Section 3. Binding Effect. This Escrow Agreement shall he binding upon and inure to the benefit of the parties and their respective successors and assigns. Section 8.4 Severabri ile. In the event any provision of this Escrow Agreement shall be held invalid or unenforceable by any court of competentjurisdiction, such holding shall not invalidate or render anceforeeable any other provision hereof. Section 8.5.- :ntire Atonement; Amendments. This Escrow Agreement constitutes the entire agreement of the parties with mspect to the subject matter hereof and supersedes all prior and eme mpomneous writings, understandings, agreements, solicitation documents and representations, express or implied. By aimendon of this Escrow Agreement, Escrow Agent shelf not be deemed or considered to be a party many other document, including the 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 & Cantlons. The captious or headings in this Escrow Agreement arc for convenience only and in an way define, limit or describe the scope or intent of any provisions, Articles, Sections orchmees hereof. Section 8.7. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from Lune to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be necessary or proper to carry out the intention or to facilitate the performance of the parties under this Escrow Agreement, and for better asutng and oonfimdng the rights and benefits provided herein. Section 8.8 Governing Law. This Escrow Agreement shall be continued and governed in accordance with the laws of the Commonwealth of Virginia- Section 8.9. Esmation in Counternnrts. This Escrow Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute bat one and the same Escrow Agreement. Section 9.10. waiver of Jury Trial. Lessor, Lessee and Escrow Agent hereby waive any right m his] byjury in any action or proceeding with respect to, in connection with or arising out of(his Escrow Agreement. Section g.11_._N_o Tax Bewrdne. Escrow Agent will not be responsible for tax reporting of my income on the Equipment Acquisition Fund. WMANDER OF PAGE LEFT INTENTIONALLY BLANK] 18 enrmn>rs.vPVSamrna,ro�romr EXECUTION PAGE OF ESCROW AGREEMENT W WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the Date ofEsemw Agreement shown on Schedule L SUNTRUST BANK, gUNTRUSE EQUIPMENT FINANCE & LEASING CORP., Escrow Agent Lessor By: (SEAL] Schedulel information to Complete Escrow Agreement Exhibit A Payment Request Foml MI3UIllJi4BQPSP.0001ay.IhM w By; Name: Donald S. Keough Title: Vice President CITY OF SOUTH MIAMI, Lessee BY. Name: ector Mimb e Title: City Manager 19 ION 3 Tom, QIYOBSOUMML9ML Lessee (SEAL) '6Ue: cin hUlaw vuxivaeo�ewaew.ww.r 19 SCHEDULE INFORMATION TO COMPLETE ESCROW AGREEMENT Lease Number: 0 07717 Equipment Schedule: 0 003 Date of Escrow Agreement: M March I I Name of Lessee: C CITY OF SOUTH MIAMI Lessee's State( Commonwealth: f florid a Escrow Agent Fee: $ $ 250. 00 - INCLUDED WITH EQUIPMENT COST (initial Deposit Amount) Investment Fees, ifany, are more fully dermed on the attached prospectus, if MY Initial Deposit Amount: $ $158.257.00 Date of Master Lease Agreement J July 7. 201 E emeficimy Name for Fund: C CITY OF SOUTH MIAMI Ending Date: S SaiternhIm 4 Lot Lessee's Address: 6 6130 Surect Drive City Hall, 14 Floor South Miami, FL 33143 Attention: H H t Mimbile Lessee's Telephone: 3 3 0 516 63 6 3 43 Lessee's Facsimile: 3 305/663-6146 4 Lessee's Taxpayer Identification Number: 5 4 �� Lessee's Authorized Representatives H HeciorMirabile, City Manager / Escrow Agent's Address: SunTrust Bank 919 East Main Street, 7u Floor Richmond, VA 23219 Attention: Mart Ward Escrow Agent's Telephone: (804) 782-7182 Escrow Agem's Facsimile: (804) 782 -7855 Lessor's Address: SUNTRUST EQUIPMENT FINANCE & LEASING CORP. 300 East 7oppaRoad, 7e Floor Towson, MD 21286 Attention: Escrow Disbursamm Coonlinum Lessor's Telephone: (410) 307 -6749 Lessor's Facsimile: (410) 307 -6665 Lessor's Taxpayer rdentificationNumber. EXHIBIT C-1 Lease No.: 07717 Equipment Schedule. 03 TO: Bro &BrownofFlonda.Ine. 8000 Go errors sonar Bo l d S 't 400 M'ami Lakes. FL 33016 Pbope•305- 364- 7818/F '305 -413 -2518 Ate R ben H011arat r /engso Awllarde. a)bbpjkcom Insurance Agent Name & Address Phone Number and Fax Number Gentlemen: CITY OF SOUTH MIAMI has entered into a Master Lease Agreaccal dated as of July 7, 2010 with SUNTRUST EQUIPMENT FINANCE & LEASING CORP.. in accordance with the Agreement, Lessee certifies that it has insWeteci the insurance agent named above to issue: a. All Risk Physical DamagoInsurance on the leased Equipment evidenced by a CertilIcate of Insurance and Long Forot Loss Payable Clause naming SUNTRUST EQUIPMENT FINANCE & LEASING CORP. andlor its assigns MS Loss Payee. The Coverage Required is 3158,257.00. Public Liability Insonolow evidenced by a Cendihate of Insurance naming SUNTRUST EQUIPMENT FINANCE & LEASING CORP, and/or its assigns as Additional Insured. The following minimum coverage is requited: 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: SIX (6)24111 FORD CROWN VICTORIA POLICE IPFERCEPtORS LOCATION: 6130 SUNSET DRIVE SOUTH MIAMI, FL 33143 Upon issuance of the coverage outlined above, please mad a certificate of insurance to SUNTRUST EQUIPMENT FINANCE & LEASING CORP., 300 East Joppa Road, 7" Floor, Towson, MD 21286. Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated. Very truly yours, CITY OF SOUTH MI 22 SnrNl i LFSHp6aMG,ev.I.W.t,wr By � f. Nam :Hector Mirebile Title: City Manz cr D ate :_�p11 22 SnrNl i LFSHp6aMG,ev.I.W.t,wr EXHIBIT C-2 Lease Number: 07717 Equipment Schedule: 03 QUESTIONNAIRE FOR SELF - INSURANCE TO MASTER LEASE AGREEMENT In connection with the Master Lease Agreement (the "Agreemenel, dated as of July 7, 2010, made and entered into by and between SUNTRUST EQUIPMENT FINANCE & LEASING CORP., as Lessor (the "Lessor"), and the lessee identified below, as Losses (the "Lessee" ), Lessee warrants and represents; m Lessor the following information. The terns capitalized herein but not defined herein shall have the meaning assigned to them in the Agreement 1. Properly Insurance. a Lessesisself- insuredfordamageordes the Equipment YES '�.DiO -J (circle one) Ifyes, the dollar amount limit for property damage to the Equipment under the Lessee's self insurance program is $J b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self - insurance limits for property damage to the Equipment as indicated above. YES NNOO (circle one) Ifyes, the umbrella policy provides coverage Wr all risk property damage. YES NO (circle one) if yes, the dollar Omftforpropertydamageto the Equipmentunder such umbrella policy is$_ 2 LiabiltNlnsurance. a. Lessee is selFinsured for liability for injury or death of any person or damage or lass of property adsingout of orrelating to thecondition or operation of the Equipment. YES (e'ucle one) Ifyes, the dollar limit for such liability c a underlhe Lessee's self - insurance program is $` b. The Lesser maintains an umbrella insurance policy for claims in excess of Lessees self- insurance Omits for liability including injury or death of persons or damage to property as indicated above. YES (circleotte) Ifyes, the umbrella policy provides coverage for liabilities for injury and death to persons as =11 as damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES /°ft�Q (circle one) If yes, the dollar amountof the umbrella policy's limits forsuch liability coverage is $_ 3A Setflnsurance Fund a. Lessee maintains a self - insurance fund. YES NO ^! (circle ono) Ifyes, please complete the following Monies in the self- insurance fund am subject to annual appropriation. YES NO (circle one) The total amount maintained in the seifinsurance fund m cover Lessee's self - insurance liabilities is $_ b. Amounts paid from the Lessee's self insumew fund are subject to limitations for each claim. YES NO (circle one) Ifyes, the dollar amount of limit per claim is S 23 3nnO11aFS�aQESRDDGU:lbamw, 3B. N_o Selfliuwrid. a. If Lessee does not maintain a self-insurance fund, please complete the following: Lessee obtains Ponds to pay claims for which it has self - insured from the following sources: �6cZT b. Tile limitations on the amounts payable for claims from the above sources are as follows: 4 ,dmhority. a. The follow vg entity or officer has ambority to authorize payment for claim: b. in the event the entity or officer named in the prior response denies payment ofa claim, does the claimant have recourse to another administrative officer, agency or the muds? YES NO (eircleone) Ifyes, to whom does the claimant have recourse? 1-f 11 t 9MW Attached hereto are mpies of certificates ofinsuranee with respect to policies maintained by Lessee. IN WITNESS WHEREOF, Lessee bas caused this Questionnaire to be executed as a supplement to the representations of Lessee in the Agreement by its duly authorized officer. CITY OF SOUTH MIAMI, Lessee Attachment 24 )PmUn:IESBpvsRexnw.l.olaem: ay: ZIT Name dwtorml rebile Title: City Date: X11 Telephone: 3051663 -6343 Facsimile: 3051663 -6346 SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ADDENDUM TO EQUIPMENT SCHEDULE NO- 03 TO MASTER LEASE AGREEMENT (LEASE NO. 07717) , RELATING TO SELF- INSURANCE % THIS ADDENDUM is made as of March 10, 2011, between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. (the "Lessor ") and CITY OF SOUTH MIAMI (the "Lessee'). Recitals A, Lesserand Lessee have entered into a Master Lease Agreement dated as of July 7, 2010 (the "Agreement "). B. Lessee desires to lease equipment described in Equipment Schedule No. 03 to the Agreement (the "Equipment ") and Lessee has requested that Lessor lase such Equipment to Lessee. C. With respect to Equipment Schedule No. 03, 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 ofthe 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 notdefined 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 concert 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 tens and condidons of the Agreement not specifically amended by this Addendum shall remain in full force and affect and me hereby ratified and confined by Lessee. 4. Lessee represents and warrants that all representations and warranties contained in the Questionnaire for Self - Insurance W Master Lease Agreement (the "Questionnaire ") are we and correct as of the date hereof. 5. Losses acknowledges receipt of the Questionnaire and, in reliance upon the infonation provided therein, agrees that Lessee may satisfy the requirements of Sections 7.1 through 73 of the Agreement with respect to Equipment Schedule No. 03 through self - insurance, 6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 03 to accept sel &insurance in lieu of the insurance required by Section 7.1 through 73 of the Agreement at any time during the related Lease Ten 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 W ff M WHEREOF, the parties by their duty authorized officers have executed this Addendum as of the date and year first above written. CITY OF SOUTH MIAMI, SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessee Lessor Title: Cuy Ma r Title: Vice President Date: �Lt ) i Date: 25 tnnou:facao[saooc/mAu OA40w G Information Return for Tax- Euefnpt Govemrnerdai Ob6gat3ons Fenn 8038 ulcer meomat Rarwme code soc+ron tas(s) orae No. tsasorxo (are+. May 2atq ► Sun oepandle hu5vmiam. V"n :Tn Cleanup: It the More price 0 aloe SIW,,=, use FOm >8a3&f'c Regarding Auitrof If Amended Return, check here ► a tu=ve cnio m'aew�+��mnm.rari ande for n.0. box N ma brat 4 W 1 T NemeM baud Equipment Schedule N 993t0 MaSW Le YAq tNO 97717 on in 11 Education 12 Health and hosphal 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Public safety . 15 Environment (including sewage bonds). . . . 18 Housing . . . . . . . . . . . . . . . . . . . . . Proceeds dead far credit enhancement 17 Mimes . . . . . . . . . . . . . . . . . . . . 19 Other, Describe ! Proceeds allocated to masonabiy required reserve or replacement fund . ► 19 If obligations are TANS or RAMS, check only box 19a ► ❑ 27 If obligations are BANS, chook only box 19b . ► 20 if obligations are In the farm of a Ie9a9 or Instalment sale. check box . (n1 FMel nduiYy dale I iq once odoe I id picNa et mmuM _a+a,�mewmY I IN �eId 22 prok:oeda used for accrued interest. . . . . . . . . . . . . . . . . 2s Issue prim of entire issue (Ater amount tram line 21, column (b)) . 24 Proceeds used for bond issuance caste (ncudkrg mderwdtere discount) . 24 25 Proceeds dead far credit enhancement 25 26 Proceeds allocated to masonabiy required reserve or replacement fund . 25 27 pmcaccis used to cunerny refund prior Issues.. . . . . . 27 2$ Proceeds used to advance refund prior UILMS . . . 2a Total (add lines 24 through 2) . _ ' . _ G_e at Enter the remaining weighted average maturity of the bonds to be currently relurdod. . . ► inn roe' ► NIA Nears 32 Enter the remaining weighted he rsfuo ed bon of the bonds d (M advance refurdetl . ► 33 Enter the last data on which the refunded binds wtll be called (MMND/YYYI) . 34 Enter the dart the refunded bonds wore Issued ►ICftmnom'v1'! For privacy Amend Papmnvark Reduction Act Notice, aam aoperate in511Lenona. M No. sorrss Fxm 8D:f6 -G iPa�. i�tal IITMU 35 Faster the amount of the statc volume cap allocated to five Issue under soc3on i4i(bH51. "' 3ffa Enterthe amcuntofgmsspmcw. invesi. . to be Invested inagvara. . imvasanent contract (GIC)(aee instmctlons) . b Enter the final maturity date Of ft GIG f 3T Pooled financings: a Proceeds of this issue that we to be used to make loam to other STa governmental units . • b if this issue is a ban rnado from the proceeds Of another lax- gxornpt issue, check box ► 0 and enter the name of the issuer ► arxi the date of the Issue ► 38 If the tesuer hea designated the issue under aection 265(hp) (Ej)Mj In (smell suer exceptkai), check box . . . ► a M If the issuer has elected to pay a peaft in rrev of arbitrage rebate, check box . . . . . . . . . . . . • ► ❑ 40 if the beoer has identified a hedge, chock box . . . . . . . . . . . . . . . . :January 28, 201'1 Mr, Alfredo Riverol Chie£Financidl Officer City of South. Miami 6130 Sunset Drive Miami, FL 33143 Re: Executive National Bank Ioan to the City of South Miami Dear Mr. Riverol, We appreciate the opportunity -for Executive National Bank ("Bank", "ENB") to provide you with this term sheet for the above - referenced transaction. The purpose of this letter is to briefly outline the proposed terms and conditions of the financing. If you find them acceptable, we can continue with the underwriting process. Please understand this letter is not a commitment on behalf of the Bank to lend, it is merely a detailed expression of interest.. Final approval can only be granted by the Bank's senior loan committee. The proposed terms are as follows: Borrower: ' City of South Miami Loan Amount: $165,000 Purpose: To finance the purchase of new police vehicles Term of Loan: 60 Months' Repayment Terms: 60 Monthly payments of principal and interest, fully amortized Rate of Interest: 3.5 %,'fixed Guarantors: None Conditions: 1. Subject to underwriting requirements such as audited financial statements that evrdence saiisfacbrg abrli�y' for debt repayment by-a-Tatio-a�f �at least 1.25x; 2. Subject to a depository relationship, m the minimum amount of at least $250,000; www.executivebank.com MAIN OFFICE AVENTURA BRANCH SOUTH MIAMI BRANCH TAMIAMI BRANCH Member 9600 North Kendall or 20906 N.E.3(P Ave., Suite 103 6193 Suntret Or. 13364 S.w.12& st Cln'C c+wz Mlami, FL 33176 Aventum, FL 38180 Miami, FL 58143 Miami, FL 33186 FDIC i ! t I I i i i i i i I i 3. Copies of competitive bids of.work to.be completed. 4. Copy of minutes evidencing the subject purchase was approved. The terms. and .conditions contained in this letter .are being presented for discussion purposes only. Other terms'and conditions may apply if a commitment letter is issued.. In closing, I would like to thank you again for considering Executive National Sank. We are hopeful that you will irmd'the proposed terms and conditions acceptable. If you. have any questions, please do not hesitate to contact me at 305-219 -9277. I look forward to hearing from you soon. Very truly yours, No 's varez Vice President, Branch Manager WwW. Bxecut iveban k. COn1 MAIN OMCE AVENTURA BRANCH SOUTH MIAMI BRANCH 9806 North Kendall Dr. 20900 N.E. Se Ave., Soho 103 6193 Sunset Dr. Karol, FL 33176 Aventura,FL33180 Miami, FL 33143 a TAMIAMI BRANCH Member 1 S.W. t Miami, FL 33186 FDIC Integrity for Generations January 31, 2011 Alfredo Riverol, CPA Cr.FA Chief Financial Officer City of South Miami 6130 Sunset Drive South Miami, Florida 33143 Re: Purchasing police cruisers Dear Mr. Riverol: First National bank of South Miami can provide an interest rate of 3.25% for the financing of your new police cruisers. The loan will have a term of 5 years. If you have any questions, please contact me. Sincerely, J. Perlmutter Senior Vice President 5750 SUNSET DRNE, SOUTH MIAMI, FL 33143 305.667 -5611 1VVW.FN8SM.00M FAX _ \ } > C v \_ \ � �\ \ .!| !; \� ! \ ;> )\ (' \ (( /) !! r ) � ; � ) !f` t!( § ¢ Sourcing gated 415 wit"60Y of living apace, 3 erode; grand heamse, m rrb!e floors, O zone AC, t,doV wasvines pod.gbmge.dock 92,495,000 ' 901Coranodo Avenue Beawhdyupdamd a(SOax9.e2z BaOAgurro Avenue Cwnptmeyupdatar1q M1h' 4lat mMlar ow 0001. huge em- lnvuod a ryauc k.9drarr. hardwood Floor, m01co0ki4aahenvMLVlpugapp4muaxiar a0dmn. open FnW)JoWr Jvougtuut.rod, 2 ear 9am9e, gazage.wa9ed6gacd omme -0md mee43'+59,000 1flII Cape Street UpdOred Mean nvostorytum 1989. s /zs.M1ghretpngzl rorga,age,momforpohl,t2ea000 0314 4206Molarmito SUeot S0p10arkarad3 /2sWA,mnmmq wood a mmbie kad,en. garage pad roweard 3939,000 Cecilia Samaja Estate Agent MOBILE 1 305.343.8443 EMAIL I csamafa ®onesothebysvewhycom sea a CITY OF SOUTbj MIAMI COURTESY HOYiCE NOTICE i5 HEREBY given that the City Chmmfsslon of the City of South ideas, Florida will conduct PubHo Hearings of Its regular City Commission meeting scheduled for =d 'M I t 20t1 beginning at 7:30 p.m.., in the City Commission Chambers, 6130 Sumsot Drive, to consider the following Item(s): An Ordinance amending the Land Development Code In order to set shah that the Planning and Zoning Director is the responsible City Adminisltator to make final mterpretallons of regulations contained in the Land Development Code and establishing an appeal procedure, by amending Section 204.9 enlflied - Inrerprma ton ". An Ordinance amending the Land Development Code to place in one article all current regulations pertaining to f letirgo preservation by amending Section 20.6.1 (D)(1)(a) entitled 'Historic Presenrallop Board Establishment and Memberstorro in order to require that one member be a licensed attorney, and by creating new Article A. "Historic Preservation Regulalions' Including Scaffold 20417 to be entitled "Historic Preservation Standards "; Section 20.11.2 to be entitled "Designation of Historic §Hex "; Section 20 -113 to be entitled "Historic Designation Reports "; Section 20114 to be entHktl "badminton of designated sites; demolition by neglect and ceitificates of appropriateness "; Section 20-1 IS 10 be entitled "Special Provisions Applicable to Designated Historic; S tes" end making revisions to update current wording and to modify certain provisions related to file demolition doily ceded; and deleting from the Land Development Code regulations pertaining to historic preservation Including Sections 20 -4:y,, 20411, 20 -5.17, 20.5.10.20- 5.19,. An Ordinance amending the Land Development Code Section 20- 8.9(8)(1) entitled "Special exceptlons" in order to reduce the time limit for commencing and completing a development project which has been Seemed a special exception in a Transit Oriented Development Disfdct(TODD). i' An Ordinance aulhor¢ing the City Manager to finance up to six (6) now police vehicles for an amount not to exceed $165,000.and accepting the interest rate of 2.44% through Sun7rust Bank, charging Debt Service- Principal Account No. 001.1910.521.7110 and �IebtService- interest Account No. 001.1910.521.721D. ..J A Recolulion out robing the City Manager to execute an agreement with the company Ocrequatics, fre., also Imewn as O raquelcsSwim School ii, the top ranked respondent for the Murray Park Community Pool Operator Request for Proposals (REP) No. SM -FN 201D-15, td provide consulling services as pert of tine City's Murray Park Community . Pool Deslgn/Suild Team and to provide operations management thereafter the facllity's coasbuction, Inclusive of all costs and requiring no annual fee from Iha City, for the contracts initial three (3) year tens and Its two (2) one (f) year options to ronew for a total ton 'of five (5) years. . A Resolution of the Mayor and City.Conmission of the City of South Miami, Florida, authorizing the City Manager to an agreement with the collection firm providing debt collection services for a percentage of the principal amount owed to the City and collecting sold fee As a percentage of the outstanding principal- This agreement shall be for the duration of an Initial [has (3) year period with two (Q) one (1) year option to renew periods fora possible total term of fide (5) years, and providing an effective date. A Resolution of Tire Mayor and City Commission of too City of South shows Florida aulhorking the City Manager to enter into a contract with LaRue Planning and Management Services, Inc. fertile purchase of providing conauliant services to the Planning and Zoning Department to easier in the ptepamfron of the 2012 Comprehensive Plan Evaluation and Appraisal Rapod.(FAR) in the amount Of $30,009 total for FY 2010 -2011 and FY 2011- 2012; the selection of the firm is a result Of a compelUively seated Request for Proposal process; funding for the contract shall come from file Planning and Zoning Department Account No. 001- 1620.524 -3450 (ContraOlual Services); and providing an effective date. Forlurther information, please contact the City Cled<'s Office at (305) 663 -6340. ALL Interested parties are invited to attend and Will be heard. Maria M. Menendez, CMC City Cierit Personal to Florida Statutes 266.0105, the City hereby advises the public that 0 a person derides to appeal any decision made by this Board, Agency or Commission with respect to any matter considered at its meeting or.beadng, he or site will need a record of the proceed!ngs, and that for such purpose, affected person may need to ensure that a verbatim record of the proceedings is made which record includes file testimony and evidence upon which the appeal is to be based. t aOS I SUNDAY FEBRUARY 20,2011 SE i MiamiHeraldcom I TKNIANINERALL 'f Sourcing gated 415 wit"60Y of living apace, 3 erode; grand heamse, m rrb!e floors, O zone AC, t,doV wasvines pod.gbmge.dock 92,495,000 ' 901Coranodo Avenue Beawhdyupdamd a(SOax9.e2z BaOAgurro Avenue Cwnptmeyupdatar1q M1h' 4lat mMlar ow 0001. huge em- lnvuod a ryauc k.9drarr. hardwood Floor, m01co0ki4aahenvMLVlpugapp4muaxiar a0dmn. open FnW)JoWr Jvougtuut.rod, 2 ear 9am9e, gazage.wa9ed6gacd omme -0md mee43'+59,000 1flII Cape Street UpdOred Mean nvostorytum 1989. s /zs.M1ghretpngzl rorga,age,momforpohl,t2ea000 0314 4206Molarmito SUeot S0p10arkarad3 /2sWA,mnmmq wood a mmbie kad,en. garage pad roweard 3939,000 Cecilia Samaja Estate Agent MOBILE 1 305.343.8443 EMAIL I csamafa ®onesothebysvewhycom sea a CITY OF SOUTbj MIAMI COURTESY HOYiCE NOTICE i5 HEREBY given that the City Chmmfsslon of the City of South ideas, Florida will conduct PubHo Hearings of Its regular City Commission meeting scheduled for =d 'M I t 20t1 beginning at 7:30 p.m.., in the City Commission Chambers, 6130 Sumsot Drive, to consider the following Item(s): An Ordinance amending the Land Development Code In order to set shah that the Planning and Zoning Director is the responsible City Adminisltator to make final mterpretallons of regulations contained in the Land Development Code and establishing an appeal procedure, by amending Section 204.9 enlflied - Inrerprma ton ". An Ordinance amending the Land Development Code to place in one article all current regulations pertaining to f letirgo preservation by amending Section 20.6.1 (D)(1)(a) entitled 'Historic Presenrallop Board Establishment and Memberstorro in order to require that one member be a licensed attorney, and by creating new Article A. "Historic Preservation Regulalions' Including Scaffold 20417 to be entitled "Historic Preservation Standards "; Section 20.11.2 to be entitled "Designation of Historic §Hex "; Section 20 -113 to be entitled "Historic Designation Reports "; Section 20114 to be entHktl "badminton of designated sites; demolition by neglect and ceitificates of appropriateness "; Section 20-1 IS 10 be entitled "Special Provisions Applicable to Designated Historic; S tes" end making revisions to update current wording and to modify certain provisions related to file demolition doily ceded; and deleting from the Land Development Code regulations pertaining to historic preservation Including Sections 20 -4:y,, 20411, 20 -5.17, 20.5.10.20- 5.19,. An Ordinance amending the Land Development Code Section 20- 8.9(8)(1) entitled "Special exceptlons" in order to reduce the time limit for commencing and completing a development project which has been Seemed a special exception in a Transit Oriented Development Disfdct(TODD). i' An Ordinance aulhor¢ing the City Manager to finance up to six (6) now police vehicles for an amount not to exceed $165,000.and accepting the interest rate of 2.44% through Sun7rust Bank, charging Debt Service- Principal Account No. 001.1910.521.7110 and �IebtService- interest Account No. 001.1910.521.721D. ..J A Recolulion out robing the City Manager to execute an agreement with the company Ocrequatics, fre., also Imewn as O raquelcsSwim School ii, the top ranked respondent for the Murray Park Community Pool Operator Request for Proposals (REP) No. SM -FN 201D-15, td provide consulling services as pert of tine City's Murray Park Community . Pool Deslgn/Suild Team and to provide operations management thereafter the facllity's coasbuction, Inclusive of all costs and requiring no annual fee from Iha City, for the contracts initial three (3) year tens and Its two (2) one (f) year options to ronew for a total ton 'of five (5) years. . A Resolution of the Mayor and City.Conmission of the City of South Miami, Florida, authorizing the City Manager to an agreement with the collection firm providing debt collection services for a percentage of the principal amount owed to the City and collecting sold fee As a percentage of the outstanding principal- This agreement shall be for the duration of an Initial [has (3) year period with two (Q) one (1) year option to renew periods fora possible total term of fide (5) years, and providing an effective date. A Resolution of Tire Mayor and City Commission of too City of South shows Florida aulhorking the City Manager to enter into a contract with LaRue Planning and Management Services, Inc. fertile purchase of providing conauliant services to the Planning and Zoning Department to easier in the ptepamfron of the 2012 Comprehensive Plan Evaluation and Appraisal Rapod.(FAR) in the amount Of $30,009 total for FY 2010 -2011 and FY 2011- 2012; the selection of the firm is a result Of a compelUively seated Request for Proposal process; funding for the contract shall come from file Planning and Zoning Department Account No. 001- 1620.524 -3450 (ContraOlual Services); and providing an effective date. Forlurther information, please contact the City Cled<'s Office at (305) 663 -6340. ALL Interested parties are invited to attend and Will be heard. Maria M. Menendez, CMC City Cierit Personal to Florida Statutes 266.0105, the City hereby advises the public that 0 a person derides to appeal any decision made by this Board, Agency or Commission with respect to any matter considered at its meeting or.beadng, he or site will need a record of the proceed!ngs, and that for such purpose, affected person may need to ensure that a verbatim record of the proceedings is made which record includes file testimony and evidence upon which the appeal is to be based. t 'f I ma Q 7 % T iaa,' s -EIN err• I Sourcing gated 415 wit"60Y of living apace, 3 erode; grand heamse, m rrb!e floors, O zone AC, t,doV wasvines pod.gbmge.dock 92,495,000 ' 901Coranodo Avenue Beawhdyupdamd a(SOax9.e2z BaOAgurro Avenue Cwnptmeyupdatar1q M1h' 4lat mMlar ow 0001. huge em- lnvuod a ryauc k.9drarr. hardwood Floor, m01co0ki4aahenvMLVlpugapp4muaxiar a0dmn. open FnW)JoWr Jvougtuut.rod, 2 ear 9am9e, gazage.wa9ed6gacd omme -0md mee43'+59,000 1flII Cape Street UpdOred Mean nvostorytum 1989. s /zs.M1ghretpngzl rorga,age,momforpohl,t2ea000 0314 4206Molarmito SUeot S0p10arkarad3 /2sWA,mnmmq wood a mmbie kad,en. garage pad roweard 3939,000 Cecilia Samaja Estate Agent MOBILE 1 305.343.8443 EMAIL I csamafa ®onesothebysvewhycom sea a CITY OF SOUTbj MIAMI COURTESY HOYiCE NOTICE i5 HEREBY given that the City Chmmfsslon of the City of South ideas, Florida will conduct PubHo Hearings of Its regular City Commission meeting scheduled for =d 'M I t 20t1 beginning at 7:30 p.m.., in the City Commission Chambers, 6130 Sumsot Drive, to consider the following Item(s): An Ordinance amending the Land Development Code In order to set shah that the Planning and Zoning Director is the responsible City Adminisltator to make final mterpretallons of regulations contained in the Land Development Code and establishing an appeal procedure, by amending Section 204.9 enlflied - Inrerprma ton ". An Ordinance amending the Land Development Code to place in one article all current regulations pertaining to f letirgo preservation by amending Section 20.6.1 (D)(1)(a) entitled 'Historic Presenrallop Board Establishment and Memberstorro in order to require that one member be a licensed attorney, and by creating new Article A. "Historic Preservation Regulalions' Including Scaffold 20417 to be entitled "Historic Preservation Standards "; Section 20.11.2 to be entitled "Designation of Historic §Hex "; Section 20 -113 to be entitled "Historic Designation Reports "; Section 20114 to be entHktl "badminton of designated sites; demolition by neglect and ceitificates of appropriateness "; Section 20-1 IS 10 be entitled "Special Provisions Applicable to Designated Historic; S tes" end making revisions to update current wording and to modify certain provisions related to file demolition doily ceded; and deleting from the Land Development Code regulations pertaining to historic preservation Including Sections 20 -4:y,, 20411, 20 -5.17, 20.5.10.20- 5.19,. An Ordinance amending the Land Development Code Section 20- 8.9(8)(1) entitled "Special exceptlons" in order to reduce the time limit for commencing and completing a development project which has been Seemed a special exception in a Transit Oriented Development Disfdct(TODD). i' An Ordinance aulhor¢ing the City Manager to finance up to six (6) now police vehicles for an amount not to exceed $165,000.and accepting the interest rate of 2.44% through Sun7rust Bank, charging Debt Service- Principal Account No. 001.1910.521.7110 and �IebtService- interest Account No. 001.1910.521.721D. ..J A Recolulion out robing the City Manager to execute an agreement with the company Ocrequatics, fre., also Imewn as O raquelcsSwim School ii, the top ranked respondent for the Murray Park Community Pool Operator Request for Proposals (REP) No. SM -FN 201D-15, td provide consulling services as pert of tine City's Murray Park Community . Pool Deslgn/Suild Team and to provide operations management thereafter the facllity's coasbuction, Inclusive of all costs and requiring no annual fee from Iha City, for the contracts initial three (3) year tens and Its two (2) one (f) year options to ronew for a total ton 'of five (5) years. . A Resolution of the Mayor and City.Conmission of the City of South Miami, Florida, authorizing the City Manager to an agreement with the collection firm providing debt collection services for a percentage of the principal amount owed to the City and collecting sold fee As a percentage of the outstanding principal- This agreement shall be for the duration of an Initial [has (3) year period with two (Q) one (1) year option to renew periods fora possible total term of fide (5) years, and providing an effective date. A Resolution of Tire Mayor and City Commission of too City of South shows Florida aulhorking the City Manager to enter into a contract with LaRue Planning and Management Services, Inc. fertile purchase of providing conauliant services to the Planning and Zoning Department to easier in the ptepamfron of the 2012 Comprehensive Plan Evaluation and Appraisal Rapod.(FAR) in the amount Of $30,009 total for FY 2010 -2011 and FY 2011- 2012; the selection of the firm is a result Of a compelUively seated Request for Proposal process; funding for the contract shall come from file Planning and Zoning Department Account No. 001- 1620.524 -3450 (ContraOlual Services); and providing an effective date. Forlurther information, please contact the City Cled<'s Office at (305) 663 -6340. ALL Interested parties are invited to attend and Will be heard. Maria M. Menendez, CMC City Cierit Personal to Florida Statutes 266.0105, the City hereby advises the public that 0 a person derides to appeal any decision made by this Board, Agency or Commission with respect to any matter considered at its meeting or.beadng, he or site will need a record of the proceed!ngs, and that for such purpose, affected person may need to ensure that a verbatim record of the proceedings is made which record includes file testimony and evidence upon which the appeal is to be based.