2003-R-26RESOLUTION NO.2003-R-26
0 10 ^'
N1✓Y,
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
EDGEWATER, FLORIDA, AUTHORIZING THE
EXECUTION AND DELIVERY OF A MASTER
LEASE/PURCHASE AGREEMENT WITH BANC OF
AMERICA LEASING & CAPITAL, LLC; AUTHORIZING A
LEASE OF ONE MILLION EIGHTY-NINE THOUSAND NINE
HUNDRED FORTY-SEVEN DOLLARS ($1,089,947.00)
THEREUNDER; AUTHORIZING THE EXECUTION OF
SUCH OTHER DOCUMENTS AS MAY BE NECESSARY TO
COMPLETE THE TRANSACTIONS CONTEMPLATED
HEREBY; REPEALING RESOLUTIONS IN CONFLICT
HEREWITH AND ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Edgewater, Florida, has made the following
determinations:
WHEREAS, that in the best interest of continued public safety, health and welfare the City
is in need of capital equipment; and
WHEREAS, Staff has determined that the most affordable solution to satisfy the needs of
our Community is to enter into a Master Lease/Purchase Agreement with Banc of America Leasing
& Capital, LLC; and
WHEREAS, this capital lease program allows the City to obtain all previously approved
capital equipment with minimal impact to the authorized Operating Budget for Fiscal Yar 2004.
NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Edgewater,
Florida:
Section 1. Findings. It is hereby ascertained, determined and declared that:
(a) The City deems it necessary, desirable and in the best financial interest of the City
and its inhabitants that it enter into a Master Equipment Lease/Purchase Agreement
(the "Master Lease/Purchase Agreement') with Banc ofAmerica Leasing & Capital,
LLC (the "Lessor'), to provide for the lease and purchase from time to time of
2003-R-26
equipmen~ential to the governmental, municipal ~ublic purposes or functions
of the City or to the services the City provides its inhabitants.
(b) The City has an immediate need for the Capital Equipment (hereinafter referred to
as "Equipment"), attached hereto and incorporated herein as Exhibit" A", for the
welfare of its citizens, and it is in the best financial interest of the City that the
Equipment be leased pursuant to the Master Lease/Purchase Agreement.
(c) The City is authorized and empowered by the Constitution and laws of the State of
Florida, including particularly Chapter 166, Florida Statutes, and other applicable
provisions (the "Act").
(d) The City is authorized and empowered by the Act to enter into transactions such as
those contemplated by the Master Lease/Purchase Agreement and to fully perform
its obligations thereunder in order to acquire the Equipment.
(e) The small size of the lease financing, current market conditions and other
circumstances require that the Master Lease/Purchase Agreement and the leases of
equipment thereunder be negotiated at private sale rather than offered by competitive
bid.
Section 2.
Authorization of Execution and Delivery of Master Lease/Purchase
Aereement.
The Master Lease/Purchase Agreement, substantially in the form attached hereto as Exhibit
"B", with such omissions, insertions and variations as may be approved on behalf of the City by the
Mayor, such approval to be evidenced conclusively by the Mayor's execution thereof, is hereby
approved and authorized. The City hereby authorizes and directs the Mayor to execute the Master
Lease/Purchase Agreement and for the City Clerk to deliver the same to the Lessor. All provisions
of the Master Lease/Purchase Agreement, when executed, dated and delivered by or on behalf of the
2003-R-26
2
Cit;y as authorized herein~d by or on behalf of the Lessor, shal~ deemed to be part of this
Resolution as fully and to the same extent as if incorporated verbatim herein.
Section 3. Authorization of Leases of the Equipment. The lease of the Equipment
pursuant to the Master Lease/Purchase Agreement, as set forth on the Capital Equipment listing
(Exhibit "A" to this Resolution), is hereby approved. The City hereby authorizes and directs the
Mayor to execute each of the Schedules and deliver the same to the Lessor. All of the Schedules,
when executed, dated and delivered by or on behalf of the City as authorized herein and by or on
behalf of the Lessor, shall be deemed to be part of this Resolution as fully and to the same extent as
if incorporated verbatim herein.
Section 4. General Authority. The Mayor, the City Clerk and the officers, attorneys
and other agents and employees of the City are hereby authorized to do all acts and things required
of them by this Resolution or desirable or consistent with the requirements hereof for the full,
punctual and complete performance of all of the terms, covenants and agreements contained in the
Master LeaseIPurchase Agreement and the Schedules, and they are hereby authorized to execute and
deliver all certificates and documents which shall reasonably be required by the Lessor to effectuate
the transactions described herein, including without limitation the documents described in Exhibits
"B", "C" and "E" of the Master LeaseIPurchase Agreement.
Section 5. Severability of Invalid Provisions. If anyone or more of the covenants,
agreements or provisions of this Resolution shall be held contrary to any express provision of law
or contrary to the policy of express law, though not expressly prohibited, or against public policy,
or shall for any reason whatsoever be held invalid, then such covenants, agreements and provisions
shall be null and void and shall be deemed separable from the remaining covenants, agreements and
provisions of this Resolution, and shall in no way affect the validity of any of the other covenants,
sagreements or provisions hereof.
2003-R-26
3
Section 6. Eft. _.ive Date. This resolution shall take Lct upon adoption.
After Motion by —councilwoman Lichtand Second by Councilman Browq the vote on
this resolution was as follows:
AYE NAY
Mayor Donald A. Schmidt x
Councilman James P. Brown _Y
Councilman Dennis A. Vincenzi —
Councilwoman Harriet E. Rhodes _
Councilwoman Judy Lichter x
PASSED AND DULY ADOPTED this 17th day of November, 2003.
ATTEST:
For the use and reliance only by the City of
Edgewater, Florida. Approved as to form and
legality by: Scott A. Cookson, Esquire
City Attorney
Foley & Lardner
2003-R-26
CITY COUNCIL OF THE
CITY OF EDGEEWDATER, FLORIDA
Donald A. Schmidt
Mayor
Robin L. Matusick
Legal Assistant/Paralegal
Approved by the City Council of the City of
Edgewater at a meeting held on this 17th
day of November 2003 under
Agenda Item No. 6L
4
r HE CITY OF EDPEWATER
t
POST OFFICE BOX 100-EDGEWATER, FLORIDA 32132-0100
EXHIBIT "A"
TO RESOLUTION #2003-R-26
City of Edgewater Equipment Description for FY 2004
Quantity
Year, Make, Model and Description
1
2004 Ford F-550 Super Duty with Dump Body
2
2004 Ford Crown Victoria Police Car
1
2004 Pumper Pierce Enforcer Fire Truck
1
2004 Altec At37G Bucket Truck
2
2004 Massey Ferguson Tractor 451
1
2004 Ford F-250 Extended Cab
1
A/S 400 Model 810-2647 170 cpw 1w SSTAR
t
HTE Traditional Operating System
1
2004 Ford F-350 Crew Cab and Utility Box
1
2004 Ford F-250 3/4 Ton
1
2004 John Deere 310
1
2004 Dodge Dakota 4x4
1
2004 Anderson Trailer 12 ton
2
2004 Leach/Steding LT9513 Refuse Trucks
1
2004 F-550 Semi Tractor
1
2004 Spec Tec Walking Floor Refuse Trailer
1
2004 Ford F-550 Super Duty with Dump Body
Cost Fund
$31,000.00 General Fund
$63,573.00 General Fund
$264,994.00 General Fund
$81.180.00 General Fund
$30,000.00 General Fund
$20,000.00 General Fund
$138,000.00 General Fund
$32,000.00 General Fund
$30,000.00 Water and Sewer Fund
$17,000.00 Water and Sewer Fund
$43,000.00 Stormwater Fund
$17,000.00 Stormw der Fund
$8,200.00 Stonnwaler Fund
$164,000.00 Refuse Fund
$70,000.00 Refuse Fund
$45,000.00 Refuse Fund
$35,000.00 Refuse Fund
Total $1,089,947.00
BankofAmerica.
November 5, 2003
VIA FEDEX
Mr. Son Williams
City of North Edgewater
104 N. Riverdale Drive
Edgewater, FL 32132
Re: Lease Documents
Dear Son:
Attached please find the following Lease Documents
Master documents
(1) Two (2) Certificates Required by Florida Statutes
(2) Acknowledgement and Consent Letters
(3) Master Equipment Lease/Purchase Agreement
(4) Acquisition Fund Agreement
(5) Resolution
(6) Insurance Instructions
(7) Two (2) Florida League of Cities, Inc. Fee Invoices.
(8) New Account Set -Up Form
(9) Substitute W-9 Form
Schedule No. 001
(1)
Schedule of Property No. 001
(Exhibit
A)
(2)
Rental Payment Schedule
(Exhibit
A-1)
(3)
Acceptance Certificate
(Exhibit
B)
(4)
Clerk Certificate
(Exhibit
C)
(5)
Opinion of Counsel
(Exhibit
D)
(6)
Essential Use Certificate
(Exhibit
E)
(7) Advance Notice of Sale letter
(8) Bond Form BF2003/BF2004 and Cover Letter
(9) Form 8038-G and Cover Letter
Schedule No. 002
(1)
Schedule of Property No. 002
(Exhibit
A)
(2)
Rental Payment Schedule
(Exhibit
A-1)
(3)
Acceptance Certificate
(Exhibit
B)
(4)
Opinion of Counsel
(Exhibit
D)
(5)
Essential Use Certificate
(Exhibit
E)
(6)
Advance Notice of Sale letter
(7)
Bond Form BF2003/BF2004 and Cover Letter
(8)
Form 8038-G and Cover Letter
Bank of Amenca
Leasing and Capital Group
2059 Northlake Parkway, 4th Floor
Tucker, GA 30084
Tel 770.270.8400
Caztificate
This letter is addressed to the mayor and members of the city council.
Please retain this document for your records.
USA
G"
usom;vi�m:
Advance Notice of Sale letter
The City is responsible for forwarding this letter to the Division of
Bond Finance before closing (November 191h) takes place. This document
is a notification of your intent to lease.
Please forward a `copy' of letter to me.
"Form 8038-0 and Cover Letter-*
FL6ABX FORWARD TRR RyBCO7= ORIGINAL to Banc of America Leasing.
Complete Section 9. Banc of America Leasing will have this form filed
with the Internal Revenue Service.
Bond Form BF2003/BF2004
The City is responsible for reviewing, completing and sending this form
to be filed with the Division of Bond Finance after closing. All
blanks must be filled. If this form is not completed, it WILL be
rejected by the Division of Bond Finance. If you need assistance
completing this document, please refer to your counsel or contact
Sharron Williams at 850-413-1304 at Division of Bond Finance. Please
forward a `copy" of the executed form to me.
Florida League of Cities, Igo. Pea Invoice
Forward check(s)along with executed documents.
Insusaace -
An insurance certificate showing appropriate coverage is required
before funds are to be released after the equipment and vehicles have
been delivered and accepted.
In addition, please notice that particular Exhibits to the master Lease
Agreement do not have a date for the "Schedule of Property No. 001 &
002 (Exhibit A) Won executing the Schedule of Property No. 001 6
002, Please type the date of execution on the appropriate exhibits.
Please review all the documents carefully, date and sign everywhere
indicated and return to me. If you have any questions, please contact
me at 770-270-8472.
Note: Please forward the following completed documents to Cynthia
Ramirez as soon as possible: (1) Acquisition Fund Agreement, (2) New
Account Set -Up Form and (3) W-9 Form. Cynthia's address is Bank of
America, N.A., 1025 International Daytona Beach FL 32114. Her phone
number is 386-258-3693.
Thank you.
Sincerely,
Vivian Hankins
Encl.
BankofAmeric .
101001
Bank of America
Leasing and Capital Group
CERTIFICATE REQUIRED BY 2059 North lake Parkway.4th Floor
SECTIONS 218.385(2) AND (3), FLORIDA STATUTES Tucker, GA 30084
Tel 770.270,8400
November 5, 2003
The Mayor and Members of
the City Council of
City of Edgewater, Florida
Re: $170,000 00 City of Edgewater Lease/Purchase of A/S 400 Model 810 2647 170 cow 1 w
SSTAR and HIE Traditional Overatine System
Ladies and Gentlemen:
In connection with the proposed Master Equipment Lease/Purchase Agreement to be
entered into between the City of Edgewater (the "City) and us, we have agreed to finance the leases
of equipment described in Schedule of Property No. 001 to the Master Equipment Lease/Purchase
Agreement (the "Schedules") upon the terms and conditions set forth therein and in the Master
Equipment Lease/Purchase Agreement.
The purpose of this letter is to famish the City with information in connection with
the obligations described in the Schedules, as required by the provisions of Section 218.385(2) and
218.385(3), Florida Statutes, as amended.
1. The City is proposing to enter into the obligations represented by the Master
Equipment Lease/Purchase Agreement and the Schedules for the purpose of financing the cost of a.
A/S 400 Model 810-2647 170 cpw lw SSTAR and a HIE Traditional Operating System. The
obligations are expected to be repaid over a period of three (3) years. At the interest rates specified
in the Schedules, total interest paid over the life of the obligation is expected to be approximately
$6,816.84.
2. The source of repayment or security for the obligation is an appropriation of
funds to satisfy such obligations on an annual basis, subject to the City's right to nonappropriate in
any given year and terminate the obligations. Authorizing the obligations and budgeting and
appropriating sufficient funds to pay such obligations each year will result in an average of
approximately $58,938.94 of such revenues not being available to finance other services each year
for approximately three (3) years.
We understand that the statements set forth in paragraphs numbered 1 and 2 are for
informational purposes only and shall not affect or control the actual terms and conditions of the
obligations.
BANC OF AMERICA LEASING & CAPITAL, LLC
By ,
Mich T. Spiva, ice Presid t
o .27oaae.1
., I
BankofAmerica.
Bank of America
Leasing and Capital Group
CERTIFICATE REQUIRED BY 2059 North lake Parkway, nth Floor
SECTIONS 218.385(2) AND (3), FLORIDA STATUTES rocker, GA 30084
Tel 770.270.8400
November 5, 2003
The Mayor and Members of
the City Council of
City of Edgewater, Florida
Re: $919,947.00 City of Edgewater Lease/Purchase of Light & Heavy vehicles such as a Fire
Truck, Police Cars, Refuse Trucks. Tractors and Trailers
Ladies and Gentlemen:
In connection with the proposed Master Equipment Lease/Purchase Agreement to be
entered into between the City of Edgewater (the "City") and us, we have agreed to finance the leases
of equipment described in Schedule of Property No. 002 to the Master Equipment Lease/Purchase
Agreement (the "Schedules") upon the terms and conditions set forth therein and in the Master
Equipment Lease/Purchase Agreement.
The purpose of this letter is to famish the City with information in connection with
the obligations described in the Schedules, as required by the provisions of Section 218.385(2) and
218.385(3), Florida Statutes, as amended.
1. The City is proposing to enter into the obligations represented by the Master
Equipment Lease/Purchase Agreement and the Schedules for the purpose of financing the cost of
Light & Heavy vehicles such as a Fire Truck, Police Cars, Refuse Trucks, Tractors and Trailers.
The obligations are expected to be repaid over a period of five (5) years. At the interest rates
specified in the Schedules, total interest paid over the life of the obligation is expected to be
approximately $90,099.23.
2. The source of repayment or security for the obligation is an appropriation of
funds to satisfy such obligations on an annual basis, subject to the City's right to nonappropriate in
any given year and terminate the obligations. Authorizing the obligations and budgeting and
appropriating sufficient funds to pay such obligations each year will result in an average of
approximately $202,009.24 of such revenues not being available to finance other services each year
for approximately five (5) years.
USA
We understand that the statements set forth in paragraphs numbered 1 and 2 are for
informational purposes only and shall not affect or control the actual terms and conditions of the
obligations.
BANC OF AMERICA LEASING & CAPITAL, LLC
By: -)- P-; -0, J--�
Mic r elt T. Spiv , Vice Pre# ent
0 .7704 6.1
BankofAmerica.
Bank of Amenca
Leasing and Ca pi[al Group
November 5, 2003 2059 Nonniake Parkway, 4m noor
Tucker, GA 30084
City of Edgewater Tel 770,270.8400
104 N. Riverside Drive
Edgewater, FL 32132
Subject: Master Equipment Lease/Purchase Agreement dated as of November 5, 2003
between Banc of America Leasing & Capital, LLC ("Lessor") and City of Edgewater
("Lessee").
Dear Sir or Madam:
Pursuant to Section 11.01 of the Master Equipment Lease/Purchase Agreement dated as
of November 5, 2003 between Banc of America Leasing & Capital, LLC ("Lessor") and
City of Edgewater ("Lessee") (the "Agreement"), Lessor hereby requests your consent to
the transfer of its interest including an assignment of all rights and a delegation of all
duties and obligations under such Agreement to an affiliate, Banc of America Public and
Institutional Financial Funding, LLC. The transfer will include all right, title and interest
of Lessor and all duties and obligations under the Agreement. Lessor intends to complete
the transfer no later than November 19, 2003.
Please sign the consent and acknowledgement and return to me. If you have any
questions concerning this matter, please contact me at 770-270-8475 or Vivian Hankins
at 770-270-8472. Thank you in advance for your cooperation on this matter.
;V,�ous,ivaYT t V
Banc of America Leasing & Capital, LLC
2059 Northlake Parkway, 4d' Floor
Tucker, GA 30084
ACKNOWLEDGEMENT AND CONSENT:
Consent is hereby given to the foregoing assignment.
City of Edgewater
By:
Title:
USA
BankofAmeric .
November 5, 2003
Re: Assignment of Master Equipment Lease/Purchase Agreement
Dear Sir or Madam:
Bank OAmerica
Leasing and Capital Group
2059 Northlake Parkway, 4th Floor
Tucker, GA 30084
Tel 770.270.8400
Pursuant to Section 11.01 of the Master Equipment Lease/Purchase Agreement dated as
of November 5, 2003 among Banc of America Leasing & Capital, LLC ("BALC"), as
Lessor, City of Edgewater, as Lessee, BALC is hereby giving you notice of its intent to
transfer all of its right, title and interest in and to the Lease to an affiliate, Banc of
America Public and Institutional Financial Funding, LLC. Such transfer will occur no
later than November 19, 2003.
Please make all payments to Banc of America Public and Institutional Financial Funding,
LLC, 1850 Gateway Boulevard, Concord, CA 94520-3282; or if you are making
payments by wire transfer, to Bank of America — Concord, CA, ABA 121-000-358, For
Credit to Account No. 12334-05297.
Thank you for your cooperation on this matter. Should you have any questions
concerning the billing on this account, please contact me at 770-270-8475.
V ruly Yours,
e .lpt
Vi resident
Banc of America Leasing & Capital, LLC
2059 Northlake Parkway, 4ih Floor
Tucker, GA 30084
USA
Master Equipment Lease/Purchase Agreement
(Standard Program)
This Master Equipment Lease/Purchase Agreement (this "Agreement") dated as of
November 5, 2003, and entered into among Banc of America Leasing & Capital, LLC, a Delaware
limited liability company ("Lessor'), Florida League of Cities, hic., a Florida not -for -profit
corporation ("Sponsor") and City of Edgewater, a body corporate and polifiemunicipality existing
under the laws of the State of Florida ("Lessee").
WITNESSETH:
WHEREAS, Lessor has established, and the Sponsor is sponsoring, a Master
Lease/Purchase Program Agreement to provide political subdivisions in the State of Florida with
low-cost, tax-exempt equipment financing alteratives; and
WHEREAS, Lessee desires to lease and acquire from Lessor certain equipment described in
each Schedule (as each such tern is defined herein), subject to the terms and conditions of and for
the purposes set forth in each Lease; and in the event of a conflict the tents of a Schedule prevail;
and
WHEREAS, the relationship between the parties shall be a continuing one and items of
equipment may be added to the Equipment from time to time by execution of additional Schedules
by the parties hereto and as otherwise provided herein; and
WHEREAS, Lessee is authorized under the constitution and laws of the State to enter into
this Agreement and the Schedules hereto for the purposes set forth herein;
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, and in consideration of the premises hereinafter contained, the parties hereby agree
as follows:
ARTICLE I.
Section 1.01. Definitions. The following terms will have the meanings indicated below
unless the context clearly requires otherwise:
Acquisition Amount" means the amount specified in each Lease and represented by the
Lessee to be sufficient to acquire the Equipment listed in such Lease, which amount shall be not
less than $50,000 per Lease.
"Acquisition Fund " means, with respect to any Lease, the fund established and held by the
Acquisition Fund Custodian pursuant to the related Acquisition Fund Agreement, if any.
"Acquisition Fund Agreement" means, with respect to any Lease, an Acquisition Fund
Agreement in fort and substance acceptable to and executed by the Lessee, the Lessor and the
Acquisition Fund Custodian, pursuant to which an Acquisition Fund is established and
administered.
004237888.8
"Acquisition Fund Custodian" means the Acquisition Fund Custodian identified in any
Acquisition Fund Agreement, and its successors and assigns.
"Acquisition Period" means, with respect to each Lease, that period stated in such Lease,
commencing on the date of execution thereof and ending not later than three years thereafter, during
which the Lease Proceeds attributable to such Lease may be expended on Equipment Costs.
"Act" means, collectively, Chapter 166, Florida Statutes, the Constitution of the State, and
other applicable provisions of law.
"Agreement" means this Master Equipment Lease/Purchase Agreement, including the
exhibits hereto, together with any amendments and modifications to the Agreement pursuant to
Section 13.07.
"Code" means the Internal Revenue Code of 1986, as amended. Each reference to a Section
of the Code herein shall be deemed to include the United States Treasury Regulations proposed or
in effect thereunder.
"Commencement Date" means, for each Lease, the date when Lessee's obligation to pay
Rental Payments commences under such Lease, which date shall be the earlier of (i) the date on
which the Equipment listed in such Lease is accepted by Lessee in the manner described in Section
5.01, or (ii) the date on which sufficient moneys to purchase the Equipment listed in such Lease are
deposited for that purpose with an Acquisition Fund Custodian.
"Equipmem" means the property listed in each of the Leases and all replacements, repairs,
restorations, modifications and improvements thereof or thereto made pursuant to Section 8.01 or
Article V. Whenever reference is made in this Agreement to Equipment listed in a Lease, such
reference shall be deemed to include all such replacements, repairs, restorations, modifications and
improvements of or to such Equipment.
"Equipment Costs" means, to the extent permitted by the Act, the total cost of the
Equipment listed in each Lease, including all delivery charges, installation charges, capitalizable
consulting and training fees approved by Lessor, legal fees, financing costs, motor vehicle
registration fees, recording and filing fees, and other costs necessary to vest full, clear legal title to
the Equipment in Lessee, subject to the interest granted to and retained by Lessor as set forth in
each Lease, and otherwise incurred in connection with the financing provided by the lease -purchase
of the Equipment as provided in each Lease; provided that in no event shall capitalizable delivery
charges, installation charges, taxes and similar capitalizable "soft costs" relating to such Equipment
exceed 20% of the total cost of such Equipment as determined by Lessor.
"Expense Fund" means, with respect to any Lease, the fund established and held by the
Acquisition Fund Custodian pursuant to the related Acquisition Fund Agreement.
"Event of Default" means an Event of Default described in Section 12.01.
"Funding Expiration Date" means November 5, 2006.
004.237888.8 -2-
"Lease" means a Schedule and the terms of this Agreement which are incorporated by
reference into such Schedule. Each Schedule with the incorporated terns of this Agreement shall
constitute a separate and independent Lease.
"Lease Proceeds" means, with respect to each Lease, the total amount of money to be paid
by the Lessor to the Acquisition Fund Custodian for deposit and application in accordance with
such Lease and the Acquisition Fund Agreement.
"Lease Term" for each Lease means the Original Term and all Renewal Terms therein
provided and for this Agreement means the period from the date hereof until this Agreement is
terminated.
"Lessee" means the entity referred to as Lessee in the first paragraph of this Agreement
"Lessor" means (a) the entity referred to as Lessor in the first paragraph of this Agreement
or (b) any assignee or transferee of any right, title or interest of Lessor in and to the Equipment
under a Lease or any Lease (including Rental Payments thereunder) pursuant to Section 11.01, but
does not include any entity solely by reason of that entity retaining or assuming any obligation of
Lessor to perform under a Lease.
"Original Term" means the period from the Commencement Date for each Lease until the
end of the fiscal year of Lessee in effect at such Commencement Date.
"Purchase Price" means, with respect to the Equipment listed on a Lease, the amount that
Lessee may pay to Lessor to purchase such Equipment as provided in such Lease.
"Renewal Terms" means the renewal terns of each Lease, each having a duration of one
year and a tern coextensive with Lessee's fiscal year, as specified in the Schedule applicable
thereto.
"Rental Payments" means the basic rental payments payable by Lessee under each Lease
pursuant to Section 4.01, in each case consisting of a principal component and an interest
component.
"Schedule" means each separately numbered Schedule of Property substantially in the form
of Exhibit A hereto together with a Rental Payment Schedule attached thereto substantially in the
form of Exhibit A-1 hereto.
"Sponsor" means Florida League of Cities, Inc., a Florida not for profit corporation.
"State" means the State of Florida.
"Vendor" means the manufacturer or supplier of the Equipment or any other person as well
as the agents or dealers of the manufacturer or supplier from whom Lessor arranged Lessee's
acquisition and financing of the Equipment pursuant to the applicable Lease.
004.237866.8 -3-
ARTICLE II.
Section 2.01. Representations and Covenants of Lessee. This Section 2.01 sets forth facts
and estimates upon which Lessor and its counsel, and Sponsor and its counsel, may rely regarding
the exclusion of the interest portion of the Rental Payments from the gross income of the Lessor,
and the facts and estimates upon which Lessee bases its reasonable expectation that the obligation to
make Rental Payments pursuant to the Leases does not create an arbitrage bond under Section 148
of the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations.
Lessee represents, covenants and warrants for the benefit of Lessor and Sponsor on the date
hereof and as of the Commencement Date of each Lease as follows:
(a) Lessee is a political subdivision of the State within the meaning of Section
103(c) of the Code, duly organized and existing under the constitution and laws of the State,
including the Act, with full power and authority to enter into this Agreement and each Lease
and the transactions contemplated hereby, and to perform all of its obligations hereunder and
under each Lease.
(b) Lessee has duly authorized the execution and delivery of this Agreement and
each Lease by proper action of its governing body at a meeting duly called, regularly
.convened and attended throughout by the requisite quorum of the members thereof, or by
other appropriate official approval, and all requirements have been met and procedures have
occurred in order to ensure the validity and enforceability of this Agreement and each Lease.
(c) No event or condition that constitutes, or with the giving of notice or the
lapse of time or both would constitute, an Event of Default exists at the date hereof. Lessee
is not in default under any indenture, mortgage, deed of trust, bank loan, credit agreement or
other material instrument to which Lessee is a party.
(d) The entering into and performance of each Lease by the. Lessee will not
violate any judgment, order, or regulation applicable to Lessee, and except as otherwise
expressly provided in this Agreement, result in the creation of any lien, charge, security
interest, or other encumbrance upon any assets of Lessee pursuant to any indenture,
mortgage, deed of trust, bank loans, credit agreement or other instrument to which Lessee is
a party or by which it or its assets may be bound.
(e) There are no actions, suits, proceedings or tax claims pending or, to the
knowledge of Lessee, threatened against or affecting Lessee in any court or before any
governmental commission, board or authority, which, if adversely determined, will have a
material adverse effect on the ability on the Lessee to perform its obligations under this
Agreement or any Lease.
(f) If applicable to the Lease, Lessee has complied and will comply with Sections
218.38, 218.385(2) and 218.385(3), Florida Statutes, with respect to each Lease.
(g) If applicable to the Lease, the interest rate for the interest portion of the Rental
Payments, on the first date interest begins to accrue, does not exceed a rate of interest
permitted by Section 215.84, Florida Statutes.
004.237888.8 -4-
(h) Lessee will do or cause to be done all things necessary to preserve and keep
in full force and effect its existence as a political subdivision within the meaning. of Section
103(c) of the Code.
(i) Lessee has complied and will comply with such open meeting laws and
public bidding requirements as may be applicable to this Agreement and each Lease and the
acquisition by Lessee of the Equipment as provided in each Lease or, in the case of public
bidding requirements, has otherwise complied and will comply with Section 218.385(1),
Florida Statutes, in connection with each Lease.
0) During the Lease Term, the Equipment will be used by Lessee only for the
Purpose of performing essential governmental or proprietary functions of Lessee permitted
under the Act. Lessee does not intend to sell or otherwise dispose of the Equipment or any
interest therein prior to the last Rental Payment (including all Renewal Terms) scheduled to
be paid under each Lease.
(k) Lessee has kept and throughout the Lease Term shall keep its books and
records in accordance with generally accepted accounting principles and practices
consistently applied and shall deliver to Lessor (i) annual audited financial statements
(including a balance sheet, statement of revenues, expenses and changes in fund balances
for budget and actual, statement of cash flows and notes, and schedules and attachments to
the financial statements) within 180 days of its fiscal year end, (ii) upon the request of the
Lessor, quarterly financial statements (including a balance sheet, statement of revenues,
expenses and changes in fund balances for budget and actual and statement of cash flows
and notes), within 60 days of the end of the fiscal quarter for which such information has
been requested, (iii) such other financial statements and information as Lessor may
reasonably request, and (iv) its annual budget for the following fiscal year within 90 days of
the adoption of such budget. Such statements in clause (i) above shall be accompanied by
an unqualified opinion of the Lessee's auditor. Credit information relating to Lessee may be
disseminated among Lessor and any of its affiliates and any of their respective successors
and assigns.
(1) Lessee has an immediate need for the Equipment listed on each Schedule and
expects to make immediate use of the Equipment listed on each Schedule. Lessee's need for
the Equipment is not temporary and Lessee does not expect the need for any item of the
Equipment to diminish during the Lease Term of such item. The use of the Equipment is
essential to Lessee's proper and efficient operation.
(m) The original proceeds of each Lease, and the interest to be earned thereon, do
not and will not exceed the amount necessary for the purpose for which such Lease is
executed.
(n) No sinking fund is expected to be created by Lessee with respect to any
Lease or the Rental Payments.
(o) No other governmental obligations of Lessee are being issued at substantially
the same time and sold pursuant to a common plan of financing which will be paid out of (or
004.237866.8 -5-
have substantially the same claim to be paid out of) substantially the same source of funds as
each Lease.
(p) No portion of the amounts received pursuant to each Lease will be used as a
substitute for other funds which were otherwise to be used as a source of financing for any
portion of the costs of Equipment and which have been and will be used to acquire, directly
or indirectly, obligations producing a yield in excess of the yield on each Lease.
(q) In connection with the execution and delivery of each Lease, no action has or
will be taken which attempts to circumvent the provisions of Section 148 of the Code and
the regulations promulgated thereunder by (i) enabling Lessee to exploit the difference
between tax-exempt and taxable interest rates to gain a material financial advantage and (ii)
over burdening the tax-exempt bond market within the meaning of Treas. Reg. 31.148-
10(a)(4) promulgated under the Code.
(r) Lessee will not directly or indirectly use or permit the use of any proceeds of
a Lease, or take or omit to take any action, that would cause the Rental Payments to be
"federally guaranteed" within the meaning of Section 149(b) of the Code.
(s) Lessee will submit to the Secretary of the Treasury information reporting
statements and other information related to each Lease at the times and in the forms required
by the Code.
(t) To the best of the knowledge and belief of the Lessee, the expectations of
Lessee, as set forth in this Section 2.01, are reasonable, and there are no present facts,
estimates and circumstances which would change the expectations contained therein.
(u) Lessee will, at its expense, maintain its legal existence in good standing and
do any further act and execute, acknowledge, deliver, file, register and record any farther
documents Lessor may reasonably request in order to protect Lessor's interest in the
Equipment and Lessor's rights and benefits under this Lease.
(v) The payment of the Rental Payments or any portion thereof is not (under the
terms of any Lease or any underlying arrangement) directly or indirectly (1) secured by any
interest in property used or to be used in any activity carried on by any person other than a
state or local governmental unit or payments in respect of such property; or (2) on a present
value basis, derived from payments (whether or not to Lessee) in respect of property, or
borrowed money, used or to be used in any activity carried on by any person other than a
state or local governmental unit. The Equipment will not be used, directly or indirectly, in
any activity carried on by any person other than a state or local governmental unit. No
portion of the Equipment Costs for the Equipment will be used, directly or indirectly, to
make or finance loans to any person other than Lessee. Lessee has not entered into any
management or other service contract with respect to the use and operation of the
Equipment.
004.237866.8 -6-
(w) Lessee has reviewed and will review Internal Revenue Service Form 8038-G
or Form 8038-GC to be filed in connection with the execution and delivery of each Lease,
and all of the information contained therein is, and will be, to the best of Lessee's
knowledge, true and correct, and Lessee will cause such Form 8038-G or Form 8038-GC to
be filed not later than 30 days after the execution and delivery of each Lease.
(x) Lessee reasonably expects that at least 85% of the proceeds of each Lease
will be expended for the governmental purpose of the Lease within 3 years of the initial date
of the Lease term, and less than 50% of the proceeds of each Lease will be invested in
investment securities with a substantially guaranteed yield for 4 years or longer.
ARTICLE III.
Section 3.01. Lease of Equipment. Subject to the terms of this Master Lease, the Lessor
agrees to provide the funds specified as the "Acquisition Amount" in each Lease to acquire the
Equipment. Upon the execution of each Lease, Lessor demises, leases, transfers and lets to Lessee,
and Lessee acquires, rents and leases from Lessor, the Equipment as set forth in such Lease and in
accordance with the terms thereof. The latest date for any funding under this Agreement is the
Funding Expiration Date•, provided that within 90 days prior to the then applicable Funding
Expiration Date, the Lessee may request in writing a one-year extension of the Funding Expiration
Date, which the Lessor may grant in its sole discretion after its credit review and approval process.
Lessee shall be limited to three such extensions.
Section 3.02. Continuation of the Lease Term. The Lease Term for each Lease may be
continued, solely at the option of Lessee, at the end of the Original Term or any Renewal Tenn for
the next succeeding Renewal Term up to the maximum Lease Tenn set forth in such Lease. At the
end of the Original Term and at the end of each Renewal Term until the maximum Lease Term has
been completed, Lessee shall be deemed to have exercised its option to continue each Lease for the
next Renewal Tent unless Lessee terminates such Lease pursuant to Section 3.03 or Section 10.01.
The terms and conditions during any Renewal Tenn shall be the same as the terms and conditions
during the Original Term, except that the Rental Payments shall be as provided in the applicable
Lease.
Lessee intends, subject to Section 3.03, to continue the Lease Term of each Lease through
the Original Term and all Renewal Terms and to pay the Rental Payments thereunder. Lessee
affirms that sufficient funds are available for the current fiscal year, and Lessee reasonably believes
that an amount sufficient to make all Rental Payments during the entire Lease Term of each Lease
can be obtained from legally available funds of Lessee. Subject to Section 3.03, Lessee further
intends to do all things lawfully within its power to obtain and maintain funds sufficient and
available to discharge its obligation to make Rental Payments due hereunder, including making
provision for such payments to the extent necessary in each budget or appropriation request
submitted and adopted in accordance with applicable provisions of law, to have such portion of the
budget or appropriation request approved and to exhaust all available reviews and appeals in the
event such portion of the budget or appropriation request is not approved.
Section 3.03. Nomppropriation. Lessee is obligated only to pay such Rental Payments
under each Lease as may lawfully be made from funds budgeted and appropriated for that purpose
during Lessee's then current fiscal year. Should Lessee fail to budget, appropriate or otherwise
004.237888.8 -7-
make available funds to pay Rental Payments under any Lease following the then current Original
Term or Renewal Term, such Lease or Leases shall be deemed terminated at the end of the then
current Original Term or Renewal Term. Lessee agrees to deliver notice to Lessor of such
termination at least 90 days prior to the end of the then current Original Term or Renewal Term, but
failure to give such notice shall not extend the term beyond such Original Term or Renewal Term.
If any Lease is terminated in accordance with this Section, Lessee agrees to peaceably deliver the
Equipment identified in such Lease to Lessor at the location(s) to be specified by Lessor.
Section 3.04. Substitution. Lessee reserves the right to substitute Equipment of the same
quantity and general type with the approximate equal value, utility and remaining useful life as the
Equipment so replaced. Such substitution is subject to Lessor's prior written consent, which
consent shall not be unreasonably withheld, and shall be reflected in an amendment to the
appropriate Schedule.
Section 3.05. Conditions to Lessor's Performance Under Any Lease.
(a) As a prerequisite to the performance by Lessor of any of its obligations pursuant
to any Lease, Lessee shall deliver to Lessor the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) An Acquisition Fund Agreement, executed by Lessee and the
Acquisition Fund Custodian, unless Lessor pays 100% of the Acquisition Amount
directly to the Vendor (or to the Lessee in reimbursement for payments to the
Vendor) upon execution of the Lease;
(iii) A Certificate executed by the Clerk or Secretary or other comparable
officer of Lessee, in substantially the form attached hereto as Exhibit C, completed to
the satisfaction of Lessor.
(iv) A certified copy of a resolution or other official action of Lessee's
governing body authorizing the execution and delivery of the Lease and performance
by Lessee of its obligations thereunder.
(v) An opinion of counsel to Lessee in substantially the form attached
hereto as Exhibit D respecting such Lease and otherwise satisfactory to Lessor, with
the tax opinion in paragraph 6 to be provided by outside counsel to Lessee; provida
however. that if the Acquisition Amount for a particular Lease is $1,000,000 or less,
the tax opinion in paragraph 6 of Exhibit D maybe provided by internal counsel to
Lessee at Lessee's option.
(vi) An executed Essential Use/Source of Funds Certificate in
substantially the form attached hereto as Exhibit E.
(vii) Evidence of insurance as required by Section 7.02 hereof.
(viii) All other closing documents reasonably required by Lessor, including
certificates, notices and similar instruments, in form satisfactory to Lessor.
ooazsraes.e -8-
(ix) A copy of a fully completed and executed Form 8038-G or Form
8038-GC.
(b) In addition, the performance by Lessor of any of its obligations pursuant to any
Lease shall be subject to (i) no material adverse change in the financial condition of Lessee
since the date of this Agreement, (ii) no Event of Default having occurred, (iii) no event of
non -appropriation with respect to any Lease under this Agreement shall have occurred and
(iv) if no Acquisition Fund has been established, the Equipment must be accepted by Lessee
no later than the funding date.
(c) This Agreement is not a commitment by Lessor to enter into any Lease not
currently in existence, and nothing in this Agreement shall be construed to impose any
obligation upon Lessor to enter into any proposed Lease, it being understood that whether
Lessor enters into any proposed Lease shall be a decision solely within Lessor's discretion.
(d) Subject to satisfaction of the foregoing, Lessor will pay the Acquisition Amount
for Equipment described in a Schedule to the Vendor (or to reimburse the Lessee for
payments to the Vendor) upon receipt of the documents described in Section 5.01 i or if an
Acquisition Fund has been established pursuant to an Acquisition Fund Agreement, Lessor
will deposit the Acquisition Amount for Equipment described in the Schedule with the
Acquisition Fund Custodian.
(e) Lessee will cooperate with Lessor in Lessor's review of any proposed Lease.
Without limiting the foregoing, Lessee will provide Lessor with any documentation or
information Lessor may request in connection with Lessor's review of any proposed Lease.
Such documentation may include, without limitation, documentation concerning the
Equipment and its contemplated use and location and documentation or information
concerning the financial status of Lessee and other matters related to Lessee.
ARTICLE W.
Section 4.01. Rental Payments. Subject to Section 3.03, Lessee shall promptly pay
Rental Payments, in lawful money of the United States of America, to Lessor on the dates and in
such amounts as provided in each Lease. Lessee shall pay Lessor a charge on any Rental Payment
not paid on the date such payment is due at the rate of 16% per annum or the maximum amount
permitted by law, whichever is less, from such date. Rental Payments consist of principal and
interest payments as more fully detailed on each Schedule, the interest on which begins to accrue as
of the Commencement Date for each such Schedule. The interest component of Rental Payments
shalt be computed on the basis of a 360-day year of twelve 30day months.
Section 4.02. Interest and Principal Components. A portion of each Rental Payment is
paid as, and represents payment of, interest, and the balance of each Rental Payment is paid as, and
represents payment of, principal. Each Lease shall set forth the principal and interest components
of each Rental Payment payable thereunder during the Lease Term.
Section 4. 03. Rental Payments to Constitute a Current Expense of Lessee. Lessor and
Lessee understand and intend that the obligation of Lessee to pay Rental Payments under each
Lease shall constitute a current expense of Lessee payable solely from its general fund or other
funds that are legally available for that purpose and shall not in any way be construed to be a debt of
004.237866.8 -9-
Lessee in contravention of any applicable constitutional or statutory limitation or requirement
concerning the creation of indebtedness by Lessee. THE RENTAL PAYMENTS ARE TO BE
MADE ONLY FROM THE LESSEE'S LEGALLY AVAILABLE REVENUES APPROPRIATED
ON AN ANNUAL BASIS, AND NEITHER THE LESSEE, THE STATE, NOR ANY POLITICAL
SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY ANY SUMS DUE
UNDER A LEASE FROM THE COMPELLED LEVY OF AD VALOREM OR OTHER TAXES
EXCEPT FROM THOSE LEGALLY AVAILABLE REVENUES APPROPRIATED BY THE
LESSEE ON AN ANNUAL BASIS, AND NEITHER THE FULL FAITH AND CREDIT NOR
THE TAXING POWER OF THE LESSEE, THE STATE OF FLORIDA OR ANY POLITICAL
SUBDIVISION THEREOF ARE PLEDGED FOR PAYMENT OF SUCH SUMS DUE UNDER A
LEASE.
Section 4.04. Rental Payments to be Unconditional. Except as provided in Section 3.02
and Section 3.03, the obligations of Lessee to make Rental Payments and to perform and observe
the other covenants and agreements contained in each Lease shall be absolute and unconditional in
all events without abatement, diminution, deduction, set-off or defense, for any reason, including
without limitation any failure of the Equipment, after it has been accepted by Lessee, any defects,
malfunctions, breakdowns or infirmities in the equipment or any accident, condemnation or
unforeseen circumstances.
Section 4.05. Tax Covenant. Lessee agrees that it will not take any action that would
cause the interest component of Rental Payments to be or to become ineligible for the exclusion
from gross income of the owner or owners thereof for federal income tax purposes, and will not fail
to take in a timely manner, any action necessary to maintain the exclusion from gross income of the
owner or owners thereof for federal income tax purposes, including, without limitation, the
calculation and payment of any rebate required to preserve such exclusion. Subject to Lessee's
right to terminate the Lease as provided herein, the foregoing covenant shall remain in effect until
the date on which all obligations of Lessee in fulfilling the above covenant under the Code have
been met.
Section 4.06. Event of Taxability: Upon the occurrence of an Event of Taxability, the
interest component shall be at a taxable rate retroactive to the date as of which the interest
component is determined by the Internal Revenue Service to be includible in the gross income of
the owner or owners thereof for federal income tax purposes, and Lessee will pay such additional
amount as will result in the owner receiving the interest component at the taxable rate identified in
the related Lease. Lessee will also pay any penalties and interest charged to Lessor by the Internal
Revenue Service in connection with an Event of Taxability.
For purposes of this section, "Event of Taxability" means a determination that the interest
component is includible for federal income tax purposes in the gross income of the owner thereof
due to Lessee's action or failure to take any action.
Section 4.07. Mandatory Prepayment. If the Lease Proceeds are deposited into an
Acquisition Fund, any funds remaining in the Acquisition Fund on or after the Acquisition Period
and not applied to Equipment Costs, shall be applied by Lessor on the next Rental Payment date,
Pro rats to the prepayment of the principal component of the outstanding Rental Payments due
under the applicable Schedule.
004.237866.8 -10-
Section 4.08. Annual Fees to Sponsor. Lessee agrees to pay the Sponsor an annual fee of
10 basis points of the outstanding loan amount for providing the lease purchase program
represented by this Agreement. The fee payable to the Sponsor may be financed as part of a Lease
or paid as an up -front payment based on the present value of the total fee for the life of the Lease.
The fee amount will be remitted by Lessee to Lessor and Lessor shall provide all funds so collected
to the Sponsor within 30 days after receiving such funds from the Lessee. Notwithstanding
anything herein to the contrary, Lessor shall not in any event be responsible for the payment of any
fees payable to the Sponsor by Lessee except to the extent Lessor has collected such fees from
Lessee; and Lessor shall be required only to use its reasonable best efforts to cause the Lessee to
pay such fees to Lessor on behalf of the Sponsor.
ARTICLE V.
Section 5.01. Delivery, Installation and Acceptance of Equipment.
(a) Lessee shall order the Equipment, cause the Equipment to be delivered and
installed at the location specified in the Leases, and pay any and all delivery and installation
costs and other Equipment Costs in connection therewith. When the Equipment listed in any
Lease has been delivered and installed, Lessee shall promptly accept such Equipment and
evidence said acceptance by executing and delivering to Lessor an acceptance certificate in
the form attached hereto as Exhibit B (the "Acceptance Certificate").
(b) Lessee shall deliver to Lessor original invoices and bills of sale (if title to such
Equipment has passed to Lessee) relating to each item of Equipment accepted by Lessee.
With respect to Equipment not purchased through an Acquisition Fund, Lessor shall, upon
receipt of an Acceptance Certificate from Lessee, prepare a Schedule of Property and a
Rental Payment Schedule. Lessee shall execute and deliver such Schedules to Lessor within
5 business days of receipt.
Section 5.02. Enjoyment of Equipment. Lessor shall provide Lessee with quiet use and
enjoyment of the Equipment during the Lease Term, and Lessee shall peaceably and quietly have,
hold and enjoy the Equipment during the Lease Terry without suit, trouble or hindrance from
Lessor, except as otherwise expressly set forth in the related Lease. Lessor shall not interfere with
such quiet use and enjoyment during the Lease Term so long as Lessee is not in default under the
related Lease.
Section 5.03. Location and Inspection of the Equipment. Once installed, Lessee will not
move any item of the Equipment from the location specified for it in the Lease on which such item
is listed without Lessor's consent, which consent shall not be unreasonably withheld. Lessor shall
have the right at all reasonable times during regular business hours to enter into and upon the
property of Lessee for the purpose of inspecting the Equipment. Lessee shall promptly provide any
information about the Equipment or a Lease that may be reasonably requested by Lessor.
Section 5.04. Use and Maintenance of the Equipment. Lessee will not install, use,
operate, or maintain the Equipment improperly, carelessly, in violation of any applicable law or in a
manner contrary to that contemplated by the related Lease. Lessee shall provide all pewits and
licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee
agrees to comply in all respects with all applicable laws, regulations and rulings of any legislative,
004.237866.8 -11-
executive, administrative, or judicial body, provided that Lessee may contest in good faith the
validity or application of any such law, regulation or ruling in any reasonable manner that does not,
in the opinion of Lessor, adversely affect the interest (including the reversionary interest) of Lessor
in and to the Equipment or its interest or rights under the Lease.
Lessee agrees that it will maintain, preserve, and keep the Equipment in good repair and
working order, in accordance with manufacturer's recommendations. Lessor shall have no
responsibility to maintain, repair or make improvements or additions to the Equipment. If
commercially available, Lessee will maintain in force a standard maintenance contract with the
manufacturer of the Equipment, and upon request will provide Lessor with a copy of that contract.
Upon the prior written consent of Lessor, which consent shall not be unreasonably withheld, Lessee
may use another third party maintenance provider provided the maintenance contract between
Lessee and such third party requires the third party to maintain the Equipment at the manufacturer's
then current release, revision and engineering change levels, including hardware, software
enhancements and microcode levels. In all cases, Lessee agrees to pay any costs necessary for the
manufacturer to re -certify the Equipment as eligible for manufacturer's maintenance upon the return
of the Equipment to Lessor as provided for herein.
Lessee shall not alter any item of Equipment or install any accessory, equipment or device
on an item of Equipment if that would impair any applicable warranty, the originally intended
function or the value of that Equipment. All repairs, parts, accessories, equipment and devices
famished, affixed to or installed on any Equipment, excluding temporary replacements, shall
thereupon become subject to the interest of Lessor.
ARTICLE VI.
Section 6.01. Title to the Equipment. During each Lease Term all right, title and interest
in and to each item of the Equipment shall be vested in Lessee immediately upon its acceptance of
each item of Equipment, subject to the terms and conditions of the applicable Lease. Lessee shall at
all times protect and defend, at its own cost and expense, its title in and to the Equipment from and
against all claims, liens and legal processes of its creditors, and keep all Equipment free and clear of
all such claims, liens and processes. Upon the occurrence of an Event of Default or upon
termination of a Lease pursuant to Section 3.03 hereof, unless the Lessee has elected not to return
the Equipment and to purchase it pursuant to Section 10.01(a), fall and unencumbered legal title to
the Equipment shall be conveyed by Lessee to Lessor within 10 days of such occurrence or
termination, and upon such conveyance, Lessee shall have no further interest therein (except to the
extent provided in Section 12.02(c) and Section 12.04). In addition, upon the occurrence of such an
Event of Default or such termination, Lessee shall execute and deliver to Lessor such documents as
Lessor may request to evidence the conveyance of such legal title to Lessor and the termination of
Lessee's interest therein, and upon request by Lessor shall deliver possession of the Equipment to
Lessor in accordance with Section 12.02. Upon purchase of the Equipment under a Lease by
Lessee pursuant to Section 10.01, Lessor's interest in the Equipment shall terminate, and Lessor
shall execute and deliver to Lessee such documents as Lessee may request to evidence the
termination of Lessor's interest in Equipment subject to the related Lease.
004z37eas.e -12-
Section 6.02. Personal Property. The Equipment is and will remain personal property
and will not be deemed to be affixed to or a part of the real estate on which it may be situated,
notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner
physically affixed or attached to real estate or any building thereon. Upon the request of Lessor,
Lessee will, at Lessee's expense, famish a waiver of any interest in the Equipment from any party
having an interest in any such real estate or building.
ARTICLE VII..
Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee
shall keep the Equipment free of all levies, liens, and encumbrances except those created by each
Lease. The parties to this Agreement contemplate that the Equipment will be used for a
governmental, municipal or public purpose or function of Lessee and that the Equipment will
therefore be exempt from all property taxes. If the use, possession or acquisition of any Equipment
is nevertheless determined to be subject to taxation, Lessee shall pay when due all taxes and
governmental charges lawfully assessed or levied against or with respect to such Equipment.
Lessee shall pay all utility and other charges incurred in the use and maintenance of the Equipment.
Lessee shall pay such taxes or charges as the same may become due; provided that, with respect to
any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee
shall be obligated to pay only such installments as accrue during each Lease Term. In the event that
the installation of any component of any item of Equipment could be deemed to require a
performance and payment bond under Section 255.05, Florida Statutes, or be deemed subject to the
mechanic's lien provisions of Chapter 713, Florida Statutes, or any successor statute to each, as they
may be amended from time to time, Lessee shall require such bonds, post such notices and do all
other things provided for under such laws in order to keep the Equipment free of and exempt from
all liens.
Section 7, 02. Insurance. Lessee shall during each Lease Tern maintain or cause to be
maintained (a) casualty insurance (with such deductibles as Lessor may approve) naming the Lessor
and its assigns as additional insured and loss payee and insuring the Equipment against loss or
damage by fire and all other risks covered by the standard extended coverage endorsement then in
use in the State, and any other risks reasonably required by Lessor, in an amount at least equal to the
then applicable Purchase Price of the Equipment; (b) liability insurance that protects Lessor from
liability in all events in fora and amount satisfactory to Lessor, and (c) worker's compensation
coverage as required by the laws of the State; provided that, with Lessor's prior written consent,
Lessee may self -insure against the risks described in clause (a). Lessee shall famish to Lessor
evidence of such insurance or self-insurance coverage throughout each Lease Term. Lessee shall
not cancel or modify such insurance or self-insurance coverage in any way that would affect the
interests of Lessor without first giving written notice thereof to Lessor at least 30 days in advance of
such cancellation or modification. Except to the extent self-insurance is permitted, all insurance
policies required by this Section 7.02 shall be taken out and maintained with responsible insurance
companies qualified to do business in the State and shall contain a provision that the insurer shall
not cancel or revise coverage thereunder without giving written notice to the insured parties at least
30 days before the cancellation or revision becomes effective.
Section 7.03. Advances. In the event Lessee shall fail to keep the Equipment in good
repair and working order, Lessor may, but shall be under no obligation to, maintain and repair the
Equipment and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional
oo4z37e66.8 -13-
rent for the then current Original Term or Renewal Term and Lessee covenants and agrees to pay
such amounts so advanced by Lessor with interest thereon from the due date until paid at the rate of
16% per annum or the maximum amount permitted by law, whichever is less.
ARTICLE VIII.
Section 8.01. Damage, Destruction and Condemnation. Unless the Lessee shall have
exercised its option to purchase the Equipment by making payment of the Purchase Price as
provided in the related Lease, if, prior to the termination of the applicable Lease Term, (a) the
Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other
casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken
under the exercise or threat of the power of eminent domain by any governmental body or by any
person, firm or corporation acting pursuant to governmental authority, Lessee and Lessor will cause
the Net Proceeds of any insurance claim or condemnation award or sale under threat of
condemnation to be applied to the prompt replacement, repair, restoration, modification or
improvement of the Equipment. Any balance of the Net Proceeds remaining after such work has
been completed shall be paid to Lessee.
If the Lessee elects to replace any item of the Equipment (the "Replaced Equipment")
pursuant to this Section, the replacement equipment (the "Replacement Equipment") shall be of
similar type, utility and condition to the Replaced Equipment and shall be of equal or greater value
than the Replaced Equipment. The Lessee shall represent, warrant and covenant to Lessor that each
item of Replacement Equipment is free and clear of all claims, liens, security interests and
encumbrances, excepting only those liens created by or through the Lessor, and shall provide to the
Lessor any and all documents as the Lessor may reasonably request in connection with the
replacement, including, but not limited to, documentation in form and substance satisfactory to
Lessor evidencing Lessor's interest in the Replacement Equipment. The Lessor and the Lessee
hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this
paragraph shall constitute "Equipment" for purposes of this Master Equipment Lease and the related
Lease. Lessee shall complete the documentation of Replacement Equipment on or before the next
Rental Payment date after the occurrence of a casualty event, or be required to exercise the Purchase
Option with respect to the damaged equipment.
For purposes of this Article, the tern "Net Proceeds" shall mean the amount remaining from
the gross proceeds of any insurance claim or condemnation award or sale under threat of
condemnation after deducting all expenses, including attorneys' fees, incurred in the collection
thereof.
Section 8,02. Insufficiency ojNet Proceeds. If the Net Proceeds are insufficient to pay in
full the cost of any replacement, repair, restoration, modification or improvement referred to in
Section 8.01, Lessee shall either (a)complete such replacement, repair, restoration, modification or
improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) pay or
cause to be paid to the Lessor the amount of the then applicable Purchase Price for the Equipment,
and, upon such payment, the applicable Lease Tenn shall terminate and the Lessor's interest in the
Equipment shall terminate as provided in Article VI hereof. The amount of the Net Proceeds, if
any, remaining after completing such repair, restoration, modification or improvement or after
purchasing such Equipment and such other Equipment shall be retained by Lessee. If Lessee shall
make any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement
004.237866.8 -14-
therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under
Article IV,
ARTICLE IX.
Section 9. 01. Disclaimer of Warranties. Lessor makes no warranty or representation,
either express or implied, as to the value, design, condition, merchantability or fitness for particular
purpose or fitness for use of the Equipment, or any other warranty or representation, express or
implied, with respect thereto and, as to the Lessor, the Lessee's acquisition of the Equipment shall
be on an "as is" basis. In no event shall Lessor be liable for any incidental, indirect, special or
consequential damage in connection with or arising out of this Agreement, any Lease, the
Equipment or the existence, furnishing, functioning or Lessee's use of any item, product or service
provided for in this Agreement or any Lease.
Section 9.02. Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent
and attorney -in -fact during each Lease Term, so long as Lessee shall not be in default under the
related Lease, to assert from time to time whatever claims and rights (including without limitation
warranties) relating to the Equipment that Lessor may have against Vendor. Lessee's sole remedy
for the breach of such warranty, indemnification or representation shall be against Vendor of the
Equipment, and not against Lessor. Any such matter shall not have any effect whatsoever on the
rights and obligations of Lessor with respect to any Lease, including the right to receive fiill and
timely payments under a Lease. Lessee expressly acknowledges that Lessor makes, and has made,
no representations or warranties whatsoever as to the existence or the availability of such warranties
by Lessor of the Equipment.
ARTICLE X.
Section 10.01. Purchase Option. Lessee shall have the option to purchase all of the
Equipment listed in a Lease, upon giving written notice to Lessor at least 30, but not more than 120,
days before the date of purchase, at the following times and upon the following terms:
(a) From and after the date specified in the related Schedule (the "Purchase
Option Commencement Date"), on the Rental Payment dates specified in each Lease, upon
payment in full of the Rental Payments then due under such Lease plus the. then applicable
Purchase Price, as set forth in the applicable Schedule; or
(b) In the event of substantial damage to or destruction or condemnation of
substantially all of the Equipment listed in a Lease, on the day specified in Lessee's notice to
Lessor of its exercise of the Purchase Option upon payment in full to Lessor of the Rental
Payments then due under such Lease plus the then applicable Purchase Price.
Lessee shall have the option to purchase all of the Equipment listed in a Lease upon the
expiration of the Lease Term, upon payment in full of all Rental Payments then due and all other
amounts then owing under the Lease, and the payment of $1.00 to Lessor.
ARTICLE XI.
Section 11.01. Assignment by Lessor. Lessor's right, title and interest in and to Rental
Payments and any other amounts payable by Lessee under any and all of the Leases, and all
004.237866.8 -15-
proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or
subassignees by Lessor, without the necessity of obtaining the consent of Lessee; provided,
however, that any such assignment, transfer or conveyance to a trustee for the benefit of owners of
certificates of participation shall be made in a manner that conforms to any applicable State law.
Nothing in this Section 11.01 shall be construed, however, to prevent Lessor from executing any
such assignment, transfer or conveyance that does not involve funding through the use of
certificates of participation within the meaning of applicable State law, including any such
assignment, transfer or conveyance as part of a multiple asset pool to a partnership or trust, interests
in which are offered and sold in a private placement or limited offering only to investors whom
Lessor reasonably believes are qualified institutional buyers or accredited investors within the
meaning of the applicable federal securities law; provided further, however, that in any event,
Lessee shall not be required to make Rental Payments, to send notices or to otherwise deal with
respect to matters arising under a Lease with or to more than one individual or entity. No
assignment, transfer or conveyance permitted by this Section 11.01 shall be effective until Lessee
shall have received a written notice of assignment that discloses the name and address of each such
assignee; provided, however, that if such assignment is made to a bank or trust company as trustee
or paying agent for owners of certificates of participation, trust certificates or partnership interests
with respect to the Rental Payments payable under a Lease, it shall thereafter be sufficient that
Lessee receives notice of the name and address of the bank or trust company as trustee or paying
agent. During the term of each Lease, Lessee shall keep, or cause to be kept, a complete and
accurate record of all such assignments in form necessary to comply with Section 149 of the Code.
Lessee shall retain all such notices as a register of all assignees and shall make all payments to the
assignee or assignees designated in such register. Lessee shall not have the right to and shall not
assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor
or die Vendor. Assignments in part may include without limitation assignment of all of Lessor's
rights in, to and under the Lease related to the Equipment listed in a particular Lease. The option
granted in this Section may be separately exercised from time to time with respect to the Equipment
listed in each Lease, but such option does not permit the assignment of less than all of Lessor's
interests in the Equipment listed in a single Lease.
Section 11. 02. Assignment and Subleasing by Lessee. None of Lessee's right, title, and
interest in, to and under any Lease or any portion of the Equipment may be assigned or encumbered
by Lessee without prior written consent of Lessor.
ARTICLE XIL
Section 12.01. Events of Default Defined. Any of the following events shall constitute an
"Event of Default" under a Lease, subject to Section 3.03:
(a) Failure by Lessee to pay any Rental Payment or other payment required to be
paid under any Lease at the time specified herein;
(b) Failure by Lessee to observe and perform any covenant, condition or
agreement on its part to be observed or performed, other than as referred to in subparagraph
(a) above, for a period of 30 days after written notice specifying such failure and requesting
that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an
extension of such time prior to its expiration; provided that, if the failure stated in the notice
cannot be corrected within the applicable period, Lessor will not unreasonably withhold its
004.237886.8 -16-
m
consent to an extension of such time if corrective action is instituted by Lessee within the
applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to
any Lease or its execution, delivery or performance shall prove to have been false, incorrect,
misleading, or breached in any material respect on the date when made;
(d) Any default occurs under any other agreement for borrowing money or receiving
credit under which the Lessee may be obligated as borrower, if such default consists of (i)
the failure to pay any indebtedness of $50,000 or more when due or (ii) the failure to
perform any other obligation thereunder that gives the holder of the indebtedness the right to
accelerate the indebtedness if such indebtedness is $50,000 or more; provided, however, that
if the Lessee defaults under any other agreement for borrowing money or receiving credit
and the default consists of (i) the failure to pay any indebtedness when due or (ii) the failure
to perform any other obligation thereunder that gives the holder of the indebtedness the right
to accelerate the indebtedness, the Lessee shall notify the Lessor in writing of its failure to
pay such indebtedness or perform such obligation.
(e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee,
custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be
unable, fail or admit in writing its inability generally to pay its debts as they become due,
(iii) make a general assignment for the benefit of creditors, (iv) have an order for relief
entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in
bankruptcy or a petition or an answer seeking reorganization or an arrangement with
creditors or taking advantage of any insolvency law or any answer admitting the material
allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency
proceeding;
(f) An order, judgment or decree shall be entered by any court of competent
jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator or
Lessee or of all or a substantial part of the assets of Lessee, in each case without its
application, approval or consent, and such order, judgment or decree shall continue unstayed
and in effect for any period of 30 consecutive days; or
(g) Lessee shall consolidate, merge or otherwise combine with any other entity, or
sell, lease or dispose of all or a substantial portion of its assets.
Section 12.02. Remedies on Default. Whenever any Event of Default exists, Lessor shall
have the right, at its sole option without any further demand or notice, to take one or any
combination of the following remedial steps:
(a) Lessor may by notice in writing to Lessee terminate the Lease, whereupon all
rights of Lessee to use the Equipment shall cease and termnate;
(b) By written notice to Lessee, Lessor may demand that Lessee pay, as liquidated
damages for loss of a bargain and not as a penalty, all unpaid Rental Payments payable by
Lessee pursuant to such Lease and other amounts payable by Lessee under such Lease to the
end of the then current Original Term or Renewal Term;
ooa.zsrses.a -17-
(c) With or without terminating the Lease Term under such Lease, Lessor may
request that Lessee at Lessee's expense promptly return any or all of such Equipment to the
possession of Lessor at such place within the United States as Lessor shall specify. In such
event, Lessor shall use its best efforts to sell or lease such Equipment or, for the account of
Lessee, sublease such Equipment. If Lessee returns the Equipment and Lessor sells, leases
or otherwise disposes of any or all of the Equipment, Lessor shall apply the proceeds of such
sale, lease or other disposition as described in Section 12.04. Lessee shall not be liable for
any deficiency after sale, lease or other disposition of the Equipment. If Lessee elects not to
return the Equipment, Lessor is entitled to payment of unpaid Rental Payments through the
date of Lessor's request to return the Equipment plus the then applicable Purchase Price, as
set forth in the applicable Schedule for such Equipment, subject to Section 4.03. The
exercise of any such remedies respecting any such Event of Default shall not relieve Lessee
of any other liabilities under any other Lease or the Equipment listed therein; and
(d) Lessor may take whatever action at law or in equity may appear necessary or
desirable to enforce its rights under such Lease.
Section 12.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to
Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in
addition to every other remedy given under a Lease now or hereafter existing at law or in equity.
No delay or omission to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver thereof, but any such right or power may be
exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to
exercise any remedy reserved to it in this Article it shall not be necessary to give any notice other
than such notice as may be required in this Article.
Section 12.04. Application of Moneys. Any net proceeds from the exercise of any remedy
under this Agreement shall be applied in the following order of priority: FIRST, to pay all of
Lessor's costs, charges and expenses incurred in taking, holding, repairing, selling, leasing or
otherwise disposing of Equipment, then SECOND, to the extent not previously paid by Lessee, to
pay Lessor all Rental Payments under the applicable Lease through the termination date, then
THIRD, to pay the Purchase Price applicable as of the end of the then current Original Term or
Renewal Term, as set forth in the Schedule for such Equipment, then FOURTH to pay any
remainder to Lessee; provided that if such remedy is exercised with respect to more than one Lease,
Equipment listed in more than one Lease or rights under more than one Lease, then to amounts due
pursuant to such application of moneys pro rata among the Leases or Equipment, as the case may
be.
ARTICLE XIII.
Section 13.01. No Fees Paid by Lessor. Lessor hereby certifies that it has not paid or has
not promised to pay, directly or indirectly, a fee to any person not regularly employed by Lessor to
act as an intermediary between Lessee and Lessor for the purpose of influencing any transaction in
connection with this Agreement or any Lease.
Section 13.02. Sponsor Not Liable. Sponsor's responsibilities under this Agreement are
limited to sponsorship of the Master Lease/Purchase program and facilitation of communication
between Lessor and Lessee in connection with the initial execution of this Agreement. Sponsor
004.237866.8 -18-
shall have no ongoing responsibilities under this Agreement or with respect to any Lease, and shall
have no liability for actions taken by any party under this Agreement.
Section 13.03. Notices. All notices, certificates or other communications under any Lease
shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail,
postage prepaid, or delivered by overnight courier, or sent by facsimile transmission (with
electronic confirmation) to the parties hereto at the addresses immediately after the signatures to
this Agreement (or at such other address as either party hereto shall designate in writing to the other
for notices to such party) and to any assignee at its address as it appears on the registration books
maintained by Lessee.
Section 13.04. Release and Indemnification. To the extent permitted by law, but only from
legally available funds, Lessee shall indemnify, protect, hold haradess, save and keep harmless
Lessor from and against any and all liability, obligation, loss, claim, tax and damage whatsoever,
regardless of cause thereof, and all expenses in connection therewith (including, without limitation,
reasonable counsel fees and expenses, penalties connected therewith unposed on interest received)
arising out of or as a result of'. (a) the entering into of this Agreement or any Lease, (b) the
ownership of any item of the Equipment, (c) the ordering, acquisition, use, operation, condition,
purchase, delivery, rejection, storage or return of any item of the Equipment, (d) any accident in
connection with the operation, use, condition, possession, storage or return of any item of the
Equipment resulting in damage to property or injury to or death to any person, and/or (e) the breach
of any covenant in a Lease or any material misrepresentation contained in a Lease. The
indemnification arising under this paragraph shall continue in full force and effect notwithstanding
the full payment of all obligations under all Leases or the termination of the Lease Term under all
Leases for any reason.
Section 13.05. Binding Effect. Each Lease shall inure to the benefit of and shall be binding
upon Lessor and Lessee and their respective successors and assigns.
Section 13.06. Severability. In the event any provision of any Lease shall be held invalid
or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof Any provisions in this Lease which are in conflict with
any statute, law or applicable rule shall be deemed omitted, modified or altered to conform thereto.
Section 13.07. Amendments, Changes and Modifications. Each Lease may only be
amended by Lessor and Lessee m writing with written notice to Sponsor containing a copy of any
such amendments.
Section 13.08. Execution in Counterparts. Each Lease may be simultaneously executed in
several counterparts, each of which shall be an original and all of which shall constitute but one and
the same instrument.
Section 13.09. Applicable Law. Each Lease shall be governed by and construed in
accordance with the laws of the State.
004.237e6e.8 -19-
Sechbn 13.10. Captions. The captions or headings in this Agreement and in each Lease
are for convenience only and in no way define, limit or describe the scope or intent of any
provisions or sections of this Agreement or any Lease.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in
their names by their duly authorized representatives as of the date first above written.
Lessor: Lessee:
Banc of America Leasing & Capital, LLC City of Edgewater
2059 Northlake Parkway, 4th Floor 104 N. Riverside Drive
Tucker, Georgia 30084 Edgewater, Florida 32132
Attention: Contract Administration Attention: City Clerk
By:
Title:
(Seal)
Attest:
Sponsor:
Florida League of Cities, Inc.
By
Title:
o .zrraea.e -20-
Acquisition Fund Agreement
(Florida Version)
This Acquisition Fund Agreement is dated as of November 5, 2003, by and among
Banc of America Leasing & Capital, LLC, a Delaware limited liability company (hereinafter referred
to as "Lessor"), City of Edgewater, a public body corporate and politic/municipality of the State of
Florida (hereinafter referred to as "Lessee"), and Bank of America, N.A., a national banking
association (hereinafter referred to as "Acquisition Fund Custodian").
Reference is made to that certain Master Equipment Lease/Purchase Agreement dated
as of November 5, 2003 between Lessor and Lessee (hereinafter referred to as the "Lease"), covering
the acquisition and lease of certain equipment described in the Schedules thereto (the "Equipment). It
is a requirement of the Lease that the Equipment Costs (an amount not to exceed $1,090,000.00) be
deposited into an escrow under terms satisfactory to Lessor, for the purpose of fully funding the Lease,
and providing a mechanism for the application of such amounts to the purchase of and payment for the
Equipment.
The parties agree as follows:
1. Creation of Acquisition Fund.
(a) There is hereby created a special trust fund to be known as the "City of Edgewater
Acquisition Fund," for Account No. , relating to Schedules of Property
No. 001 and 002 to the Lease (the "Acquisition Fund") to be held m trust by the Acquisition Fund
Custodian for the purposes stated herein, for the benefit of the Lessor and the Lessee, to be held,
disbursed and returned in accordance with the terms hereof.
(b) The Acquisition Fund Custodian shall invest and reinvest moneys on deposit in the
Acquisition Fund in Qualified Investments (defined below) in accordance with written instructions
received from the Lessee. The Lessee shall be solely responsible for ascertaining that all proposed
investments and reinvestments are Qualified Investments and that they comply with federal, state and
local laws, regulations and ordinances governing investment of such funds and for providing
appropriate notice to the Acquisition Fund Custodian for the reinvestment of any maturing investment.
Accordingly, neither the Acquisition Fund Custodian nor the Lessor shall be responsible for any
liability, cost, expense, loss or claim of any kind, directly or indirectly arising out of or related to the
investment or reinvestment of all or any portion of the moneys on deposit in the Acquisition Fund, and
the Lessee agrees to and does hereby release the Acquisition Fund Custodian and the Lessor from any
such liability, cost, expenses, loss or claim. Interest on the Acquisition Fund shall become part of the
Acquisition Fund, and gains and losses on the investment of the moneys on deposit in the Acquisition
Fund shall be bome by the Acquisition Fund.
(c) For purposes of this agreement, "Qualified Investments" means any investments
which meet the requirements of Sections 218.345 and/or 218.415, Florida Statutes, as applicable.
064.217182.2
(d) Unless the Acquisition Fund is earlier terminated in accordance with the provisions
of paragraph (e) below, amounts in the Acquisition Fund shall be disbursed by the Acquisition Fund
Custodian in payment of amounts described in Section 2 hereof upon receipt of written authorization(s)
from the Lessor, as is more fully described in Section 2 hereof. If the amounts in the Acquisition Fund
are insufficient to pay such amounts, the Lessee shall provide any balance of the funds needed to
complete the acquisition of the Equipment. Any moneys remaining in the Acquisition Fund after the
Acquisition Period (as defined in the Lease) shall be applied as provided in Section 4 hereof.
(e) The Acquisition Fund shall be terminated at the earliest of (i)the final distribution of
amounts in the Acquisition Fund or (ii) written notice given by the Lessor of the occurrence of a
default or termination of the Lease due to non -appropriation.
(f) The Acquisition Fund Custodian may act in reliance upon any writing or instrument
or signature which it, in good faith, believes to be genuine and may assume the validity and accuracy
of any statement or assertion contained in such a writing or instrument. The Acquisition Fund
Custodian shall not be liable in any manner for the sufficiency or correctness as to form, manner of
execution, or validity of any instrument nor as to the identity, authority, or right of any person
executing the same; and its duties hereunder shall be limited to the receipt of such moneys, instruments
or other documents received by it as the Acquisition Fund Custodian, and for the disposition of the
same in accordance herewith.
(g) Unless the Acquisition Fund Custodian is guilty of gross negligence or willful
misconduct with regard to its duties hereunder, the Lessee agrees to and does hereby release and
indenmify the Acquisition Fund Custodian and hold it harmless from any and all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any
character or nature, which it may incur or with which it may be threatened by reason of its acting as
Acquisition Fund Custodian under this agreement; and in connection therewith, does to the extent
permitted bylaw indemnify the Acquisition Fund Custodian against any and all expenses, including
reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any
claim.
(h) If the Lessee and the Lessor shall be in disagreement about the interpretation of the
Lease, or about the rights and obligations, or the propriety of any action contemplated by the
Acquisition Fund Custodian hereunder, the Acquisition Fund Custodian may, but shall not be required
to, file an appropriate civil action to resolve the disagreement. The Acquisition Fund Custodian shall
be reimbursed by the Lessee for all costs, including reasonable attorneys' fees, in connection with such
civil action, and shall be fully protected in suspending all or part of its activities under the Lease until a
final judgment in such action is received.
(i) The Acquisition Fund Custodian may consult with counsel of its own choice and
shall have full and complete authorization and protection with the opinion of such counsel. The
Acquisition Fund Custodian shall otherwise not be liable for any mistakes of fact or errors of
judgment, or for any acts or omissions of any kind unless caused by its willful misconduct.
0) The Lessee shall reimburse the Acquisition Fund Custodian for all reasonable costs
and expenses, including those of the Acquisition Fund Custodian's attorneys, agents and employees
incurred for extraordinary administration of the Acquisition Fund and the performance of the
Acquisition Fund Custodian's powers and duties hereunder in connection with any Event of Default
004.217792.2
under the Lease, or in connection with any dispute between Lessor and Lessee concerning the
Acquisition Fund.
2. Acquisition of Property.
(a) Acquisition Contracts. The Lessee will arrange for, supervise and provide for, or
cause to be supervised and provided for, the acquisition of the Equipment set forth in the Schedule to
the Lease, with moneys available in the Acquisition Fund. The Lessee represents the estimated costs
of the Equipment are within the funds estimated to be available therefor, and the Lessor makes no
warranty or representation with respect thereto. The Lessor shall have no liability under any of the
acquisition or construction contracts. The Lessee shall obtain all necessary permits and approvals, if
any, for the acquisition, equipping and installation of the Equipment, and the operation and
maintenance thereof.
(b) Authorized Acquisition Fund Disbursements. Disbursements from the Acquisition
Fund shall be made for the purpose of paying (including the reimbursement to the Lessee for advances
from its own funds to accomplish the purposes hereinafter described) the cost of acquiring the
Equipment.
(c) Requisition Procedure. No disbursement from the Acquisition Fund shall be made
unless and until the Lessor has approved such requisition. Prior to disbursement from the Acquisition
Fund there shall be filed with the Acquisition Fund Custodian a requisition for such payment in the
form of Disbursement Request attached hereto, stating each amount to be paid and the name of the.
person, firm or corporation to whom payment thereof is due. Each such requisition shall be signed by
an authorized representative of the Lessee (an "Authorized Representative") and by Lessor, and shall
be subject to the following:
(i) Delivery to Lessor of a certificate of the Lessee to the effect that:
(A) An obligation in the stated amount has been incurred by the Lessee,
and that the same is a proper charge against the Acquisition Fund for costs relating to
the Equipment identified in the Lease, and has not been paid;
(B)The Authorized Representative has no notice of any vendor's,
mechanic's or other liens or rights to liens, chattel mortgages, conditional sales
contracts or security interest which should be satisfied or discharged before such
payment is made;
(C) Such requisition contains no item representing payment on account,
or any retained percentages which the Lessee is, at the date of such certificate, entitled
to retain; and
(D) The Equipment is insured in accordance with the Lease.
(ii) Delivery to Lessor of an Acceptance Certificate in the form attached as
Exhibit B to the Lease, executed by Lessee, together with any purchase agreement or bill of
sale and invoice therefor as required by Section 5.01 of the Lease;
(iii) The disbursement shall occur during the Acquisition Period set forth in
the Schedule applicable to such Equipment;
004.217182.2
(iv) There shall exist no Event of Default (nor any event which, with notice
or lapse of time or both, would become an Event of Default);
(v) No material adverse change in Lessee's or any guarantor's financial
condition shall have occurred since the date of the Lease; and
3. Deposit to Acquisition Fund. Upon satisfaction of the conditions specified in Section 3.05
of the Lease, Lessor will cause the Lease Proceeds to be deposited in the Acquisition Fund. The
Lessee agrees to pay any costs with respect to the Equipment in excess of amounts available therefor in
the Acquisition Fund.
4. Excessive Acquisition Fund. Following the final disbursement from the Acquisition Fund
at the end of the Acquisition Period, or termination of the Acquisition Fund as otherwise provided
herein, the Acquisition Fund Custodian shall transfer any remainder from the Acquisition Fund to the
Lessor for application to amounts owed under the Lease in accordance with Section 4.07 of the Lease.
5. Miscellaneous. Capitalized terns not otherwise defined herein shall have the meanings
assigned to them in the Lease. This agreement may not be amended except in writing signed by all
parties hereto. This agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original instrument and each shall have the force and effect of an original and all of
which together constitute, and shall be deemed to constitute, one and the same instrument. Notices
hereunder shall be made in writing and shall be deemed to have been duly given when personally
delivered or when deposited in the mail, first class postage prepaid, or delivered to an express carrier,
charges prepaid, or sent by facsimile with electronic confirmation, addressed to each party at its
address below:
If to the Lessor: Banc of America Leasing & Capital, LLC
2059 Norhlake Parkway 4a Floor
Tucker, GA 30084
Attn: Michael T. Spiva
Phone: (770) 270-8400
Fax: (770) 270-8454
If to the Lessee: City of Edgewater
104 N. Riverside Drive
Edgewater, FL 32132
Attn: Jon Williams
Phone: 386-424-2471
Fax: 386-424-2409
004.217182.2
If to the Acquisition
Fund Custodian: Bank of America, N.A.
1025 International
Daytona Beach, FL 32114
Attn: Cynthia Perrick-Ramirez
Phone:386-258-3693
Fax: 386-258-3623
IN WPPNESS WHEREOF, the parties have executed this Acquisition Fund Agreement
as of the date first above written.
Banc of America Leasing & Capital, LLC City of Edgewater
Bank of America, as Acquisition Fund
Custodian
004217182.2
SAMPLE. PLEASE DO NOT
DISBURSEMENT REQUEST NO.
(Schedule No. _)
Re: Master Equipment Lease/Purchase Agreement dated as of November 5, 2003
by and between Banc of America Leasing & Capital, LLC, as Lessor and
City of Edgewater, as Lessee (the "Lease")
In accordance with the terms of the Acquisition Fund Agreement, dated as of November 5,
2003 (the "Acquisition Pund Agreement") by and among Banc of America Leasing & Capital, LLC
("Lessor's, City of Edgewater ("Lessee) and Bank of America, N.A., (the "Acquisition Fund
Custodian), the undersigned hereby requests the Acquisition Fund Custodian pay the following
persons the following amounts from the Acquisition Fund created under the Acquisition Fund
Agreement (the "Acquisition Fund") for the following purposes.
Payee's Name and Address Invoice Number Dollar Amount Purpose
The undersigned hereby certifies as follows:
(i) An obligation in the stated amount has been incurred by Lessee, and the same is a
proper charge against the Acquisition Fund for costs relating to the Equipment identified in the Lease,
and has not been paid. Attached hereto is the original invoice with respect to such obligation.
(ii) The undersigned, as Authorized Representative, has no notice of any vendor's,
mechanic's or other liens or rights to liens, chattel mortgages, conditional sales contracts or security
interest which should be satisfied or discharged before such payment is made.
(iii) This requisition contains no item representing payment on account, or any retained
percentages which Lessee is, at the date hereof, entitled to retain.
(iv) The Equipment is insured in accordance with the Lease.
(v) No Event of Default, and no event which with notice or lapse of time, or both, would
become an Event of Default, under the Lease has occurred and is continuing at the date hereof.
(vi) The disbursement shall occur during the Acquisition Period set forth in the Schedule
applicable to such Equipment.
ooa.2ma2.2
(vii) No material adverse change in Lessee's or any guarantor's financial condition shall
have occurred since the date of the Lease.
Dated:
Disbursement of funds from the Acquisition
Fund in accordance with the foregoing
Disbursement Request hereby is authorized
Banc of America Leasing & Capital, LLC
as Lessor under the Lease
By:
Title:
Vice President
City of Edgewater
as Lessee under the Lease
004.217182.2
Banc of America Leasing & Capital, LLC
2059 Northlake Parkway, 4 South
Tucker, GA 30084
770/270-8472
INSURANCE INSTRUCTIONS
To the customer: PLEASE FAX THESE INSTRUCTIONS TO YOUR
INSURANCE AGENT.
To the insurance agent:
In order for the insured's equipment to be placed under the lease agreement as soon
as possible, the insurance coverage and endorsements below must be provided to
Banc of America Leasing & Capital, LLC for review and approval.
1. PUBLIC LIABILITY
A. Covae¢e: $ 5,000.000 single limit Bodily Injury and Property Damage Coverage.
B. Endorsements:
1. Lessor as an additional insured; and
2. 30 days' notice of cancellation or reduction or restriction of coverage.
IL PROPERTYINSURANCE
A. Coverage: "All -Risk Coverage" (blanket Emit preferred)
B. Endorssarim :
1. Lessor as sole loss payee with respect to any total actual or constructive loss of the Equipment;
and
2. 30 days' notice of cancellation or reduction or restriction of coverage.
Please provide any Deductibles or Self -Insured Retentions for this customer.
City of Edgewater
Please fax the above requirements to (770) 270-8454, attention of Vivian Hankins.
1�; - -fl$IArQY1Ce iS ✓ire WenQ CI1l,l aCC� 7/G�
�utpmerL� ;K !/
Banc of America Leasing At Capital, LLC
2059 Northlake Parkway, 4 South
Tucker, GA 30084
770/270-8472
INSURANCE INSTRUCTIONS
To the customer: PLEASE FAX THESE INSTRUCTIONS TO YOUR
INSURANCE AGENT.
To the insurance agent:
In order for the insured's equipment to be placed under the lease agreement as soon
as possible, the insurance coverage and endorsements below must be provided to
Banc of America Leasing & Capital, LLC for review and approval.
I. AUTO LIABILITY
A. Co�ry egg: S 5.000.000 single limit Bodily Injury and Property Damage Coverage.
B. Endorsemrnfs:
1. Lessor as an additional insured; and
2. 30 days' notice of cancellation or reduction or restriction of coverage.
H. PHYSICAL DAMAGE
A. Coven : "All -Risk Coverage" (verify comp. & collision deductibles)
B. Endorsements:.
1. Lessor as sole loss payee with respect to any total actual or constructive loss of the Equipment;
and
2. 30 days' notice of cancellation or reduction or restriction of coverage.
Please provide any Deductibles or Self Insured Retentions for this customer.
City of Edgewater
Please fax the above requirements to (770) 270-8454, attention of Vivian Hankins.
13
SAS (A 0 n Ce Is fl� e w%Len � oI ' 7 ate" ?'
+Lt VQhi�I�S
11/04/b3 11:Jj Fl LLHUt OF (Itltb a '/'/b 2'/0 d'454 NJ.G14 YWW/bb4
'Maki Payable -�; .
FLOIUDA LEAGUE OF CITIES, INC.
301 South Bronough Stoat, Suite 300 • P.O. Box 1757 • Tallahassee, FL 32302-1757
(850) 222-9664 • Suncom 278-5331 • Fax (850) 222.3806 • Web site: www.flcltles.com
November 4, 2003
City of Edgewater
104 N. Riverside Drive m
Edgewater, FL 32132
Master Lease Contract -
Banc of America Leasing & Capital LLC & City of Edgewater, FL
Florida League of Cities Servicing Fee: $164.00
TOTAL AMOUNT DUE
If you have any questions regarding this invoice, please contact
Vivian Hankins at Banc of America Leasing &Capital
or Carol Whitaker at The Florida League of Cities, Inc.
850-222-9684, ext. 242.
Please submit payment with your signed document package.
Please return a copy of this invoice.
President DoWe Reeder, Mayor, Seminole
First Vke President Clay Ford, Mayor Pro Tom, Gulf Breeze • Second Vice President Julio Robalmi, Council President, Hialeah
Executive Olrsctor Michael 31t0g • General Cou ,sal Harry Morrison, Jr.
N0Q 04 2003 09:25 904 222 3006 PRGE.03
11/04/03 11; 01 FL LEAUE OF CITIES 4 770 270. 6454 NO.214 P002/004
make Payable To
FLOMDA LEAGUE OF CITIES, INC.
JUI South Bronou®h Street. Suite 300 • P.O. Box 1757 . Tallahassee, FL.32302-1757
(850) 222-9684 . Suncom 278-5331 . Fax (850) 222-3806 • Web site: www.flcities.com
November 4, 2003
City of Edgewater
too N. Riverside Drive
Edgewater, FL 32132
! r-1 1711 1' r 1 r Kong 1 = V M61r
Master Lease Contract -
Banc of America Leasing & Capital LLC & City of Edgewater, FL
Florida League of Cities Servicing Fee: $i,8ir,.00
TOTAL AMOUNT DUE S1.815.00
If you have any questions regarding this invoice, please contact
Vivian Hankins at Banc of America Leasing &Capital
or Carol Whitaker at The Florida League of Cities, Inc.
850-222-9684, ext. 242.
Please submit payment with your signed document package.
Please return a copy of this invoice.
"THANKYQur,
President Dottie Reeder, Mayor, Seminole
first We President Clay Ford, Mayor Pro Tom, Gulf Breeze • Second Vice President Julio Robalne, Council President, Hialeah
Executive Director Michael SNdg . General Counsel Marry Morrison, Jr.
NOU 04 2003 09:24 904 222 3eO6 FPGE.02
Client Investment Strategies New Account Set-up Information
Mail Originals to 400 N. Ashley Dr., FL1-010-04-03, Tampa FL 33602
Account Title: City of Edeewater Acquisition Fund
City
Telephone Fax
TIN Type of Business
Total Net Worth Tax Bracket 15% 28% 31 % 36% 39.6+%
Annual Income Liquid Net Worth-
Person(s) Authorized to transact and open accounts:
Name (include Title) Michael T. Spiva. Vice President - Banc of America Leasing &
Caoital. LLC AND
Source of Funds Checking Acct#
Assets Under Mgmt:0-1MM"1MM-10MM IOMM-100M 100MMover
Are you subject to the Alternative Minimum Tax Yes No
Are you subject to the Florida Intangible Tax Yes No
Do you need for tax-free income Yes No
What are your investment objectives: _Stabilityof Principal —Long-TennGrowth
_Current Income —Aggressive Growth diversification short -Term Growth
_Tax Advantaged Income (rank from 1-7)
GCI number (provided by Client Manager or TMO)
Accounts held at Bank of America _Checking _Loans Money Market
Do you currently hold accounts with other Broker/Dealers? Yes No
If yes to above- How many?
Do you use the services of other financial advisors _Yes ---No
Do you have in house research? Yes No
Will you consent to receiving a copy of our Privacy Regulation at a later time? Yes No
t
,
Subatiture Forth w-9
Request for Taxpayer -
(Rev. January 2002)
��•mtma•= e m
Identification Number and Certification
Give form to the requester.
I..w Rrvyue a.
Do not send to the IRS.
A Nara
G BAS Acount Number
e Name «Atl@xe
Requesters name ant Winne (optional)
Banc of America Securities LLC
cNam.«Aoaeea
DNeme«Address
NChaccapprwria w:
DlMivlauell ❑Corporation OPanneMip
EMdre6e
$
Sole proprietor
a,y o
❑OtMr t
❑Exemprtambackupwithholdltte
F City, mere, ant LP mtle
Taxpayer Identification Number (TIN)
Enter your TIN In the appropriate box. For individuals, this is your social warily number (SSN). I I i i r i i i
However, for a msiderd alien, sole proprietor, or disregarded entity, sw the Pan I Inabuctlons on I
page 3. For other entitles. It Is your employer identification number (EIN). tya do not have a number, OR
see How to get aTIN on page 3.
Nota:Iftheaccounllslnmorafhanonename seetMcfrertonpage3forgu.HeGhes on slwse number amg�o NmnacHllon no
to enter. II I I I I
liI Certification
Under penedes of perjury, I oagry that
t. The number Shawn on this form Is my correct taxpayer dentlaralim number (or I am waiting fora number to be Issued lo me), and
2. 1 am not subject lo backup vvi twldirg becwtal:(a) I am exempt from backup withholding, or(b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a resultof a failure to report all Interest or dividends, or(c) the IRS has
ratified me that I am no longer subject to backup withholding. and
3. 1 an a U.S. person (including a U.S. resident alien).
Certification Instructlons. You must cross out item 2 above If you have been notified by the IRS Nat you are currently subject to backup
withholding because you have failed to repot all interest and dividends on your tax retum. For real estate transactions, fan 2 does not apply.
For mortgage Interest pad, acquisition or abandonment of secured property, cancellation of debt, contributions to an lndWual retirement
arrangement (IRA), and generally, payments other than Interest and divideals, you are not required to sign the Certification, but you rust
K Data h
L Nerve
Raenk Account Numb«
M Name or AM.
RBauemer's name and nttlmae (.prior)
NNe,re «Atldeu
Bank of America, N.A.
`n
`p c
ONome or)%ok ea
SCheck eppapdme low: Oridumt Comorelbn ❑Pa« araM1ip
❑
T:
PAtltrwa
sorewpropkt«
'Cy0fr
Q cev. mere. ant LP code
❑ cars, r ❑ Exempt ft. cookop aahh.kno,
Taxpayer Identification Number (TIN)
Enter your TIN N the appropriate box. For IndNtlush, Ibis IS your nodal Securiy, number (SSN).
However, for a resident alien, Sole proprietor, or disregarded entity, We the Pan l instructions on T
page 3. For other entities, t Is your employer Identification number (EIN). It you do rot he" a numbs, OR
see How to get a TIN on page 3. Bmpto rl 1*
n paint number
Note: ftthe account Is In mon, than one mire, see the chart on page 3 forguldetrlea on whose number
to enter.
Certification
Under penalties of pegtry, I Certify that
t. The number all on this form Is my coned taxpayer dentltcaton amber (or I am welding for a number to be Issued to me), and
2. 1 am not subjed to backup withholding because: (a) I em exempt tom backup withholding. or (b) I have not been notified by the Internal
Revenue Service (IRS) that 1 ern sublet b backup witnddng as a result of a failure to report all Inherent or divdends, or(c) the IRS has
notified me that I am W forger subject In backup wthhctding, and
3. 1 an a U.S. Person (Inducing a U.S. resident alien).
Certification Instructons.You must cross out item 2 above t you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax radium. For real odes, tramaao e, item 2 does not apply.
For mortgage Interest paid, ecqulallbn or abandonment of Secured property, cancellation of debt, contributions to an individual retlremert
arrangement (IRA), and generally, payments other than Interest and dividends, you are not required to sign the Certification, but you must
person h y Date ,
r
L
W-9 Instructions
Substitute Form W-9 Tips
Please read carefully
Complete all Relds utilizing the following IRS Instructions with special attention to the following Items:
- Use Form If Customer is:
- U.S. Citizen
- U.S. Resident Alien (Green Card)
- U.S. Business (Corporation, Partnership, or unincorporated business)
- U.S. Person who is a partner in a foreign partnership
- Foreign trustee or executor of a U.S. trust or estate that is not owned by the grantor and not required to distribute all
income currently; complete for the trust or estate itself
- Complete sections A through V - the IRS requires the Information be Included separately for hate Banc of America
Securities LLC gad Bank of America, N.A.
- When completed, please fax this form (along with all other faxed forms) to 704-602-5876; if fax is not available you can
return via mail to:
Bank of America
NCI-004-0345
200 North College Street' Is Floor
Charlotte, NC 28255
Purpose of Form
A person who is required to file so information
return wit to IRS uses as you correct
taxpayer identification number (TIN) to pm,
for example, vmanepaid m ym4 real wrote
trsmi.im m, rmrtgega mina ofYeveoud ,
acquisition oabmdommentofse esyou made
an IR latron of debt' aconmbutiome Youmadem
an IRA.
Use Form Ml4md nyooareaUS.perms
(malmliag a resident alien), m gWe ymn conmt
TINmtopemaarei, git (the requester)
and, when applicabm, to: m:
1. Cesse,m TlNyer.num ermbeowedi,
youare mass eAssbjeataboleivsmd),
3. Ceholdin aremisubjectm backup
waim exemption
3. Claim ar a U.S. exemptP .wahlmldtg
ifyw uo a U.S. exempt payee.
If you are afiodga me Wa
appropriate Form WA See515,
WIlingofTaxan Nonresident Ali ensarW
Foreign Corporations.
mqueater.or.
2. Youdoemcertifyyaunl4whenrequired
I. the Pert III hahuedaas on page 3 for
detils),or
3. ThalRStelbterequeomthstyw
hmashd an hrurmd TIN, or
4. Tbc IRStaIhyoutlme muaresubjxtm
bedrup wrthoidlug bewuae You did rut
,vat all Your mtant sod &Video& on
your to rerun (for reportable murest sued
dividends onb), er
under C above (for eponable interest and
dividend scsounts opens after 190
ooly).
Cumin payees aid payments are exempt
tram bsrkup withholding. See to Pan 11
instrument sM tin separate Instructions for
the Requester of Form WA.
Penalties
Fagan to mruhh M. Ifyouhilm famish
you Cunect TIN m a requester, you ass aubject
m a parity of 350 faenrh such failure urdess
yen tame is due to rmoanblecause aM mat
mwilifulneglect.
Civg penalty for fain Intervention with
respeat to wIW bolding. Ifyou rnake a flee
statement with no reasonable basis that result
m no lockup withholding, you are subject ae a
S50opermlty.
Comlml vatyfor faldrying hWrmatloa
WnfWlytelstfytg catificomM Or ai loamame
may subject you to trammel penalties including
Ream anver mu, ieaumu.
MMmeofTTNs.nto regaweta law, de
rues TINe a violatimj ctFedasl bw, des
Rgau.may be subject m civil and aimiml
pemltlea
Please refer to the attached page for the remainder of the instructions.
"Specific Instructions
s"�"PmY°•emaer mmumyw Pmuvwnyum anvwwe ropawwyuµ nauugage unaa.yuu pmu,
Name if you aneanindividud,yo^mmt
requester.
"Appliud
acgWddon or abandonment ofsecand
generally enter the name shown an your social
Note: Writing Far"mav Matins
IaopeM,canwllationofdebt,o.M'butlamyou
security card. However, ifym have clmrged
have already app4dfora TIN or that you found
made to an IRA or MSA The IRS mass the
your last came, far measure, des to marriage
ro apptyfor one soon
numbers fmidentificaawpurymma^dmhelp
withoW'v.&..a the Social gecurity,
Pan II -For US Farm Exempt prom Backup
verify the acoumcy, ofyou can rerun. The IRS
Administroien of the more change, rare you
Wltbholdla6
may also provide thin Information to the
first name, the has name shown on you social
hmdividusls(mcluding sole proprietor) are not
Deparfiiait o0mixe for civil and criminal
security card, end your can, last name.
ceempl from backup withholdingCorpmeVom
litigation, and tocities, stmes, and the District of
If clue account is in joint names, list firer and
are exanq from beckmrywiuhlaldinB fen certain
Columbium any out their tax laws.
than rack the come ofdae pawn or entity wbaw
peynants, such as interest and] dividends. For
Youmeaparcdeyour TIN wherheraaatyuu
number you enter in Pan l ofth, faro.
more Infomution an exempt payers, see doer
areregWredmfileaua roues. Payesroufit
Sole proprietor. Enter your individual mnra as
asterisk, Imtrand. for she Requester of Form
generally withhold 3 l% ofeaxable ancient,
slow^ an your social security card oa due"Name"
W-9.
dividend, and catdv other payments to a payse
lire. You may ems your business, made or
Ifyou are exempt fran backup widdmlding,
whodce6rotgive TTNmapayer. Certain
"doing business as PBA)" ame on the near
You should sdlcamplem dais foes to avoid
pealtiesamy also apply.
available"Namm or Address" fine,
Possible emormeoa backup wamholdmg.Enter
What Name and Number To
Llmhed Usually company(LLC). Ifyou are a
you cornet TIN to Pan 1, write"E6empf' m Pont
II and sign and dare du form
Give the Requester
Q
single -member LLC(including a foreign LLC
Ifyou are a nonresident Wica or a foreign rutty
with a domestic owner) Met is disregarded m an
rent subject to backup withholding, give she
GAamxmeamo SSNof
cadtyaepumeham its owner uder Tremuy
regulations section 301.7701-3, enter the
requester the appropriate completed From W-8.
xindwdu.i Theinmadum
owner's same oe the"Name"Roe Enter the
Pan mArdBcadoe
establish to the widdtoMmg agent that you are
Toes
xTwo ormaeinenwuw Theedum son«der.
LLC'a name an the next available "Named
anU.S.person, or resident alien sign Form W-9.
gdma«wam) wmum«,awesnmi
Address"fine,
Course: A disregarded domestic airy Nat has
Your may berequerated to sign by the withholding
meethenmandadaum
uw.«.ass,
°foreign owner eases, a Me appropnam Form
agent even ifitam 1, 3, anal 5 below indicate
acwmadiw °cones der emwr,
W-8.
mbawmss.
moor (Udmmm Gm Is Mums
Otherentltln. Peter yen business name°
ForajoirttaccouuoNytheper6onwhose TIN
era)
shown on required Federal to docmmmeers an the
usslaw^ N Pan l should sip (what required).
J,-om, Theyemamuiee,
"Name "fine. Thi6nemeshoddmatchdaemme
1•mterw4dindend, and bearer exchange
erdc rum bo
sots)
shown on Me charter or other) docunan
,gal
accoueU opened before 1984 a ad
broker s,arvb considered ectivr
a s«eibd owe smarm rde.aud owmr1
creamg the enuity. You easy after any business.
"Near
dunnB1983. Ywmuagive you arm
math naabp.m«wine omen
anuuu
trade, a DBA name an the neat available
TIN, bmya donut haven, sigetho
or Address" line.
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S9da MaeHa Tree wmw,
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you TINIdeeMprloe
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message acconnts opened after 1983 and
aresid1. nr.
Ifyou yardme
Ifyou ereagiblert et a endyouur TIN is
and menmemgdiemgaranSSN,yo
broker march considered native
°sob «cpdsmerq ewmrs
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you IRS individual taxpayer idmdfiatica
during Yokup andgothe
tiaabsckup Widdwldieg will
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apply.
wpty.dyou adyut. merely
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ron
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12. nomud wen re fre'do.mr
LLCls aeaporetiov, partnership, errs.. care the
unless youhavebeca notified
Bat you have previously given an, hantmect
ma0 Apk'^"'e^
m.namedewbbesmr
Note: See the rMrton Mu page farfivther
Notowne: See
TIN"O16a b"include
Parmra payments
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bermes° fa meNrayal^e; good,(ad= dean
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capmatiw), paymenramaronemployco
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fmnervaa4 psycomta to certain fishing boa,
he an unit, a m Water. number mM uer u, nlaed
PP Taxpayer
Application for IRS Individual ,
`Tess nuoubas tied fisherman, and gross
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n YoumundurryowlndoidultoemgbWywmay
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os)'
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ments,,IRA or Mram
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Section E109 ohms Internal Rat Code
others
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amatits.
mquvmyoumgive Youarourn T'INmpeIRS
obreadiave W dayi to
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whomuofile odommioaranm with the IRS
erequlhave60dayamga
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mrepot WsaerS dividends, and oerWn direr
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bandoo,rldaldingonpes"co
paymenay
r We dam tie apply m other types of peyman.
You will be subject to backup withholding an WI
Banc of America Leasing & Capital, LLC
2059 NorlWake Parkway, 4 South
Tucker, GA 30084
770/270-8400
Miscellaneous Invoice
Date: November 5, 2003
Customer
Customer #
Make Check Payable To
City of Edgewater
06712-00
Banc. of America Leasing &
Capital, LLC
Attn: Vivian Hankins
Lease #
Description
Amman
06712-00201
First Rental Payment
$29,469A7
Total Due
$29,469A7
Please remit a separate check for the total due
C P6Wrwe,-A In Advance- — Is-1— Pcurn n �- Due i
Misedlaneoas Invoice 3-02 Page 1 off
Exhibit A
Schedule of Property No. 001
Re: Master Equipment Lease/Purchase Agreement, dated as of November 5, 2003,
between Banc of America Leasing & Capital, LLC, as Lessor, and City of
Edgewater, as Lessee.
1. Defined Terms. All terms used herein have the meanings ascribed to them in the
above -referenced Master Equipment Lease/Purchase Agreement (the "Master Equipment Lease").
2. Eauipment. The following items of Equipment are hereby included under this
Schedule of the Master Equipment Lease.
Quantity Description Location
One (1) A/S 400 Model 810-2647 170 opw lw SSTAR 104 N. Riverside Drive
One (1) HTE Traditional Operating System Edgewater, FL 32132
Payment Schedule.
Rental Payments. The Rental Payments shall be in such amounts and payable on
such dates as set forth in the Rental Payment Schedule attached to this Schedule as Exhibit A-L
Rental Payments shall commence on the date on which the Equipment listed in this Schedule is
accepted by Lessee, as indicated in an Acceptance Certificate substantially in the form of Exhibit B
to the Master Equipment Lease or the date on which sufficient moneys to purchase the Equipment
are deposited for that purpose with an Acquisition Fond Custodian, whichever is earlier.
Purchase Price Schedule. The Purchase Price on each Rental Payment date for the
Equipment listed in this Schedule shall be the amount set forth for such Rental Payment date in the
"Purchase Price" column of the Rental Payment Schedule attached to this Schedule. The Purchase
Price is in addition to all Rental Payments then due under this Schedule (including the Rental
Payment shown on the same line in the Rental Payment Schedule).
4. Representations warranties and Covenants. Lessee hereby represents, warrants and
covenants as follows:
(a) That its representations, warranties and covenants set forth in the Master Equipment
Lease are true and correct as though made on the date of commencement of Rental Payments on this
Schedule. Lessee further represents and warrants that no material adverse change in Lessee's
financial condition has occurred since the date of the Master Equipment Lease.
5. The Lease. The terms and provisions of the Master Equipment Lease (other than to
the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are
hereby incorporated into this Schedule by reference and made a part hereof. The maximum Lease
Tenn, subject to semi-annual appropriation, is thirty-six (36) months.
0"287969.e A-1
6. Acquisition Amount The Acquisition Amount for the Equipment described in this
Schedule, to be deposited in the Acquisition Fund designated "City of Edgewater Acquisition Fund
Account is $170,0000.00.
7. Acquisition Period. The Acquisition Period applicable to this Schedule shall end at the
conclusion of the twelfth (12) month following the date hereof.
Dated:
Lessor: Lessee:
Banc of America Leasing & Capital, LLC City of Edgewater
2059 Northlake Parkway, 4th Floor 104 N. Riverside Drive
Tucker, Georgia 30084 Edgewater, Florida 32132
Attention: Contract Administration Attention: City Clerk
By: _
Title:
Attention City Clerk
By:
Title:
(Seal)
Attest:
By:
Title:
004237866.8 A-2
Exhibit A-1
Rental Payment Schedule
Rental Payment Rental Payment
Date Amount Interest Portion Principal Portion Purchase Price*
Nov-19-03
29,469.47
29,469.47
140,530.53
May-19-04
29,469.47
2,248.49
27,220.99
113,309.54
Nov-19-04
29,469.47
1,812.95
27,656.52
85,653.02
May-19-05
29,469.47
1,370.45
28,099.03
57,554.00
Nov-19-05
29,469.47
920.86
28,548.61
29,005.39
May49-06
29,469.47
464,09
29,005.39
0.00
Nov-19-06
0.00
0.00
0.00
0.00
*The Purchase Option Commencement Date shall be November 19, 2003. The Purchase Price
payable (i) on any Rental Payment date is the amount equal to the aggregate principal portion of the
remaining Rental Payments after payment of the Rental Payment payable on such Rental Payment
Date, and (ii) on any date other than a Rental Payment date is the amount equal to the aggregate
principal portion of the remaining Rental Payments plus an amount equal to the interest portion of
such Rental Payments accrued thereon to such date.
For purposes of this Lease, "Taxable Rate," with respect to the interest component of Rental
Payments, means an annual rate of interest equal to 5.0138%.
Lessee:
City of Edgewater
By: _
Title:
After, payment of the applicable Purchase Price, Lessee will own the related Equipment, free and
clear of any obligations under the related Lease.
004.237666.8 A-3
Exhibit B
Acceptance Certificate
Banc of America Leasing & Capital, LLC
2059 Nordtlake Parkway, 4th Floor
Tucker, Georgia 30084
Re: Schedule of Property No. 001, dated _, to Master
Equipment Lease/Purchase Agreement, dated as of November 5,
2003, between Banc of America Leasing & Capital, LLC, as Lessor,
and City of Edgewater, as Lessee.
Ladies and Gentlemen:
In accordance with the Master Equipment Lease/Purchase Agreement (the "Agreement'),
the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows:
1. All of the Equipment (as such term is defined in the Agreement) listed in the above -
referenced Schedule of Property (the "Schedule') has been dehvered, installed and accepted on the
date hereof.
2. Lessee has conducted such inspection and/or testing of the Equipment listed in the
Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the
Equipment for all purposes.
3. Lessee is currently maintaining the insurance coverage required by Section 7.02 of
the Agreement.
4. No event or condition that constitutes, or with notice or lapse of time, or both, would
constitute, an Event of Default (as defined in the Agreement) exists at the date hereof.
Date:
Lessee
City of Edgewater
[Seal] B��� P LE
004.237866.8 B-I
Exhibit C
Clerk/Secretary Certificate
The undersigned, a duly elected and actingClerk/Secretary of City of Edgewater (the
"Lessee") certifies as follows:
A. The following listed persons are duly elected and acting officials of the Lessee (the
"Officials") in the capacity set forth opposite their respective names below and that the signatures
set opposite thereto are the genuine signatures of such persons;
B. The Officials are duly authorized, on behalf of the Lessee, to negotiate, execute and
deliver the Master Equipment Lease/Purchase Agreement dated as of November 5, 2003 and the
Schedule(s) thereunder and all future Schedule(s) (the "Agreements") by and between the City of
Edgewater and Banc of America Leasing & Capital, LLC and these Agreements are binding and
authorized Agreements of the Lessee, enforceable in all respects in accordance with their terms.
Dated:
Name of Official Title Signature
By: -
Title:
(The signer of this Certificate cannot be listed above as authorized to execute the
Agreements.)
804.237866.8 C-1
Exhibit D
Opinion of Counsel to Lessee
Banc of America Leasing & Capital, LLC
2059 Northlake Parkway, 4th Floor
Tucker, Georgia 30084
Re: Schedule of Property No. 001, dated to Master
Equipment Lease/Purchase Agreement, dated as of November 5, 2003,
between Banc of America Leasing & Capital, LLC, as Lessor, and City
of Edgewater, as Lessee.
Ladies and Gentlemen:
As legal counsel to City of Edgewater (the "Lessee'), I have examined (a) an
executed counterpart of a certain Master Equipment Lease/Purchase Agreement, dated as of
November 5, 2003, and Exhibits thereto by and between Banc of America Leasing & Capital, LLC
(the "Lessor's and the Lessee (the "Agreement'), and an executed counterpart. of Schedule of
Property No. 001, dated by and between Lessor and Lessee (the
"Schedule'), which, among other things, provides for the lease of certain property listed in the
Schedule (the "Equipment"), (b) an executed counterpart of the ordinances or resolutions of Lessee
which, among other things, authorize Lessee to execute the Agreement and the Schedule and (c)
such other opinions, documents and matters of law as I have deemed necessary in connection with
the following opinions. The Schedule and the terms and provisions of the Agreement incorporated
therein by reference together with the Rental Payment Schedule attached to the Schedule are herein
referred to collectively as the "Lease".
Based on the foregoing, I am of the following opinions:
1. Lessee is a public body corporate and politic, duly organized/municipality
duly created and existing under the laws of the State, and has a substantial amount of the following
sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) police power and
is a political subdivision of a state within the meaning of Section 103(c) of the Internal Revenue
Code of 1986, as amended (the "Code"), and the obligations of Lessee under the Agreement will
constitute an obligation of Lessee within the meaning of Section 103(a) of the Code,
notwithstanding Section 103(b) of the Code.
2. Lessee has the requisite power and authority to lease and acquire the
Equipment and to execute and deliver the Lease and to perform its obligations under the Lease;
3. The Lease has been duly authorized, approved, executed and delivered by
and on behalf of Lessee and the Lease is a valid and binding obligation of Lessee enforceable in
accordance with its terms;
4. The authorization, approval, execbtion and delivery of the Lease and all other
proceedings of Lessee relating to the transactions contemplated thereby have been performed in
004237888.8 D-1
accordance with all open meeting laws, public bidding laws and all other applicable state or federal
laws;
5. There is no proceeding pending or threatened in any court or before any
governmental authority or arbitration board or tribunal that, if adversely determined, would
adversely affect the transactions contemplated by the Lease or the interest of Lessor or its assigns,
as the case maybe, in the Equipment thereunder; and
6. The portion of rentals designated as and constituting interest paid by Lessee
and received by Lessor is excluded from Lessor's gross income for federal income tax purposes
under Section 103 of the Code; and such interest is not a specific item for purposes of the federal
individual or corporate alternative minimum taxes. [To be provided by outside counsel to Lessee if
Acquisition Amount exceeds $1,000,000.]
All capitalized terms herein shall have the same meanings as in the Lease unless
otherwise provided herein. Lessor and its successors and assigns, and any counsel rendering an
opinion on the tax-exempt status of the interest components of the Rental Payments, are entitled to
rely on this opinion.
Yours truly,
004.237e6e.8 D-2
Exhibit E
Essential Use/Source of Funds Certificate
Banc of America Leasing & Capital, LLC
2059 Northlake Parkway, 4th Floor
Tucker, Georgia 30084
Re: Master Equipment Lease/Purchase Agreement dated November 5, 2003,
Schedule of Property No. 001 dated
This certificate confirms and affirms that the Equipment described in the Agreement
referenced above is essential to the governmental, municipal or public purposes or functions of the
Lessee or to the services Lessee provides its citizens. Further, Lessee has an immediate need for,
and expects to make immediate use of, substantially all such Equipment, which need is not
temporary or expected to diminish in the foreseeable future. Such Equipment will be used by
Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary
functions permitted under the Act (as defined in the Agreement referenced above).
Lessee expects and anticipates adequate funds to be available for all future payments or rent
due after the current budgetary period, subject to annual appropriation.
City of Edgewater
("Lessee')
By:
Name:
Please return this certificate with complete copies of your two most recent audited financial
statements so we may begin our credit review process. Thank you.
004.237866.8 E-1
[ON LETTERHEAD OF LESSEE OR LESSEE'S COUNSEL]
November 5, 2003
CERTIFIED COPY- RETURN RECEIPT REOUESTED
Division of Bond Finance
Attn: Ms. Sharon Williams
State Board of Administration
1850 Hermitage Boulevard, Suite 200
Tallahassee, FL 32308
Re: $170,000.00 City of Edgewater Lease/Purchase of A/S 400 Model 810-2647 170 cow 1 w
SSTAR and HTE Traditional Operating System
Ladies and Gentlemen:
On behalf of the City of Edgewater (the "City"), a municipality of the State of
Florida, we hereby notify you that the City expects to enter into the above -referenced financing
with Banc of America Leasing & Capital, LLC, as lessor, on November 19, 2003.
We will render the approving opinion.
If you have any questions in this regard, please do not hesitate to call us.
Very truly yours,
cc: Ms. Vivian Hankins, Banc of America Leasing & Capital, LLC
Jeffrey M. McFarland, Esquire
004.00"2.1
[ON LETTERHEAD OF LESSEE OR LESSEE'S COUNSEL]
November 5, 2003
CERTIFIED COPY, RETURN RECEIPT REOUESTED
Division of Bond Finance
State Board of Administration
P. O. Drawer 13300
Tallahassee, FL 32317-3300
Re: $170,000.00 City of Edgewater Lease/Purchase of A/S 400 Model 810-2647 170 cow lw
SSTAR and HTE Traditional Ooerating System
Ladies and Gentlemen:
On behalf of the City of Edgewater, we hereby file with you Bond Information
Form BF2003BF2004. No disclosure document was prepared in connection with the above -
referenced financing.
Very truly yours,
Enclosures
cc: Ms. Vivian Hankins, Banc of America Leasing & Capital, LLC
Jeffrey M. McFarland, Esquire
004.270438.1
STATE OF FLORIDA
DIVISION OF BOND FINANCE
LOCAL BOND MONITORING SECTION
This form represents an update and compilation of the BF2003, BF2004-A and BF2004-B forms.
• Bond Intonation tonne (BF2003) are required to be completed by local governments pursuant to Chapter 19A-1.003, Florida Administrative Code
(F.A.C.).
• Bond Disclosure tonne BF2004-A (Competitive Sale) or BF2004-B (Negotiated Sale) are required to be filed with the Division within 120 days of the
delivery of the Issue pursuant to Sections 218.38(1)(b)l and 218.38(1)(c)l, Florida Statutes (F.S.), respectively.
• Final Official Statements, 8 prepared, are required to be submitted pursuant to Section 218.38(1), F.S.
Please complete ail hems applic b e to the Issuer as provided by the Fodda Statutes.
• PURSUANT TO SECTION 218.369, F.S., ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS.
BF2003
BOND INFORMATION FORM
PART L ISSUER INFORMATION
1. NAME OF GOVERNMENTAL
2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER:
3. COUNTY IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION:
4. TYPE OF ISSUER: —COUNTY _CITY _ AUTHORITY _ INDEPENDENT SPECIAL
DISTRICT —DEPENDENT SPECIAL DISTRICT SPECIFY OTHER
PART IL BOND ISSUE INFORMATION
1. NAME OF BOND ISSUE: Lease -Purchase of Equipment —Schedule of Property No 001
2. AMOUNT ISSUED: $ 3. AMOUNT AUTHORIZED: $
4. DATED DATE: 5. SALE DATE: 6. DELIVERY DATE:
7. LEGAL AUTHORITY FOR ISSUANCE: FLORIDA STATUTES Chapter 166, Florida Statutes
SPECIAL ACTS:
6. TYPE OF ISSUE: _ GENERAL OBLIGATION —SPECIAL ASSESSMENT —SPECIAL OBLIGATION
_REVENUE _ GOP (CERTIFICATE OF PARTCIPAnON) (_LEASE -PURCHASE _ BANK LOAN/UNE OF CREDIT
9. A. IS THIS A PRIVATE ACTIVITY BOND (PAB)? _ YES —NO
B. 1. IF YES, DID THIS ISSUE RECEIVE A PAB ALLOCATION? —YES —NO
2. IF YES, AMOUNT OF ALLOCATION: $
10. SPECIFIC REVENUE(S) PLEDGED:
(1) PRIMARY
(2) SECONDARY
(3) OTHER(S)
11. A. PURPOSE(S) OF THE ISSUE:
(1) PRIMARY (See Schedule A attached)
(2) SECONDARY
(3) OTHER(S)
B. IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING:
(1) FOR EACH ISSUE REFUNDED LIST: NAME OF ISSUE, DATED DATE, ORIGINAL
PAR VALUE (PRINCIPAL AMOUNT) OF ISSUE, AND AMOUNT OF PAR VALUE (PRINCIPAL
AMOUNT) REFUNDED.
(2) REFUNDED DEBT HAS BEEN: - _RETIRED OR _ DEFEASED
(3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY? _YES —NO
B. IF YES, APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEYS %
12. TYPE OF SALE: _COMPETITIVE BID _NEGOTIATED _NEGOTIATED PRIVATE PLACEMENT
13. BASIS OF INTEREST RATE CALCULATION, I.E., INTEREST RATE USED TO STRUCTURE THE BOND
ISSUE:
NET INTEREST COST RATE (NIC) % TRUE INTEREST COST RATE (TIC) %
CANADIAN INTEREST COST RATE(CIC) % ARBITRAGE YIELD (ARBI) %
SPECIFY OTHER:—146%of &veer TreeeurvrMe:
14. INSURANCEIENHANCEMENTS: _AGIC AMBAC _CGIC _CLIC
_HUD MBIA _NGM _ LOC(LETIER aF CREDM SPECIFY OTHER_
NOTINSURED
_FGIC _FSA
15. RATING(S): MOODYS S&P _FITCH _DUFF &PHELPS SPECIFY OTHER
_NOT RATED
16. DEBT SERVICE SCHEDULE: ATTACH COMPLETE COPY OF SCHEDULE PROVIDING THE FOLLOWING
- INFORMATION:
MATURITY DATES (MO/DAY/YR)
COUPONANTEREST RATES
ANNUAL INTEREST PAYMENTS
PRINCIPAL (PAR VALUE) PAYMENTS
MANDATORY TERM AMORTIZATION
17. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: (See Schedule B attached)
18. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE
PURCHASER.
00427044e.1 2.
19. PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO
ADVISED THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE.
_ NO BOND COUNSEL NO FINANCIAL ADVISOR _ NO OTHER PROFESSIONALS
BOND COUNSEL(S):
FINANCIAL AOVISOR(S)/CONSULTANTS(S):
OTHER PROFESSIONALS:
20. PAYING AGENT: _ NO PAYING AGENT
21. REGISTRAR: _ NO REGISTRAR
22. COMMENTS:
PART lll. RESPONDENT INFORMATION
FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT:
Names Title Ph"
Company
INFORMATION RELATING TO PARTY COMPLETING THIS FORM (U different from above):
Name and Title pli
Company
Date Report Submitted
BF2004-A and SF2004-B
NOTE: THE FOLLOWING ITEMS ARE REWIRED TO BE COMPLETED IN FULL FOR ALL BOND ISSUES IXCEPrTHOSE SOLD PURSUANT
TO SECTON 154 PART III; SECTIONS 159 PARTS It, III OR V; OR SECTION 243 PART II, FLORIDA STATUTES,
23. ANY FEE, BONUS, OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN
CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY
SUCH PLACEMENT AGENT OR CONSULTANT:
_ NO FEE, BONUS OR GRATUITY PAID BY PLACEMENT AGENT OR FINANCIAL CONSULTANT
(1) COMPANY NAME.
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(2) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED a FUNCTION SERVED:
(3) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
004.270445.1
(4) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
24. ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE,
INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS:
_ NO FEES PAID BY ISSUER
(1) COMPANY NAME;
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(2) COMPANY NAME
FEE PAID: SERVICE PROVIDED or FUNCTION SERVED:
(3) COMPANY NAME___..
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(4) COMPANY NAME
FEE PAID: $
SERVICE PROVIDED or FUNCTION
PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF EXECUTIVE OFFICER OF THE GOVERNING BODY OF THE
UNIT OF LOCAL GOVERNMENT OR THE GOVERNMENTAL OFFICER PRIMARILY RESPONSIBLE FOR COORDINATING
THE ISSUANCE OF THE BONDS:
NAME(Typed/Printed):
TITLE:
SIGNATURE:
DATE;
BF2004-B
ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE
25. MANAGEMENT FEE CHARGED BY UNDERWRITER: $ 0.00 PER THOUSAND PAR VALUE.
OR
UNDERWRITER FEE: $SA
NO MANAGEMENT FEE OR UNDERWRrTER FEE
26. UNDERWRITER'S EXPECTED GROSS SPREAD: $ 0.00 PER THOUSAND PAR VALUE.
NO GROSS SPREAD
PART IV, RETURN THIS FORM AND THE FINAL OFFICIAL STATEMENT, IF ONE WAS PREPARED, TO:
Courier Deliveries:
Plane:
FAX:
Division of Bond Finance
State Board of Administration
1801 Hermitage Blvd., Suite 200
Taiiahaseee, FL 3230B
9W488-4782
904/413-13151
Mailing Address: Division of Bond Finance
State Board of Administrallon
P.O. Drawer 13300
Tallahasaee, FL 32317-3300
004.270445.1
SCHEDULE A
11A. Purpose(s) of the Issue
The purpose of the issue is to lease and acquire from the Lessor a A/S 400 Model 810-
2647 170 cpw Iw SSTAR and a HTE Traditional Operating System for use in the City of
Edgewater.
004.2]0W.1
SCHEDULEB
16 and 17. Rental Payment Schedules and Prepayment Provisions
Rental Payment Rental Payment
Date Amount Interest Portion Principal Portion Purchase Price'
Nov-19-03
29,469.47
29,469.47
140,530.53
May-19-04
29,469.47
2,248.49
27,220.99
113,309.54
Nov-19-04
29,469.47
1,812.95
27,656.52
85,653.02
May-19-05
29,469.47
1,370.45
28,099.03
57,554.00
Nov-19-05
29,469.47
920.86
28,548.61
29,005.39
May-19-06
29,469.47
464.09
29,005.39
0.00
Nov-19-06
0.00
0.00
0.00
0.00
004z7044s.1
[ON LETTERHEAD OF LESSEE OR LESSEE'S COUNSEL]
November 5, 2003
Internal Revenue Service Center
Ogden, UT 84201
Re: $170,000.00 City of Edeewater Lease/Purchase of A/S 400 Model 810-2647170 cow lw
SSTAR and HTE Traditional Operating System
Ladies and Gentlemen:
On behalf of the City of Edgewater, Florida, we file herewith the enclosed Form
8038-G Information Return for Tax -Exempt Governmental Obligations, with respect to the
above -referenced financing, completed November 19, 2003.
Very truly yours,
Enclosure
cc: Ms. Vivian Hankins, Banc of America Leasing & Capital, LLC
Jeffrey M. McFarland, Esquire
Florida Division of Bond Finance
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
004.270440.1
fern
8038.G
Information Return for Tax -Exempt Governmental Obligations
► Under Mental Revenue Code section 149(e)
OMB No. 1545-0720
(Rev.
November 20D0)
► Sea separate Instructions.
I
pepenrtara m are Treea,y
Inu al aurae.. seat
Caution: If tle issue price is under $100,000, use Form, 8038-GC.
Reporting Auttabirity
If Amended Rat in, Check here ► ❑
1
Issuer's name
2 Issue's employer Identification number
City of Edgewater
59 i 8000314
3
Number and street (a P.O. box if mail is not delivered to street address)
Room/state
4 Repair number
104 N. Rlverelds Drive
3 2003
5
City, tam, a post office, state, and ZIP code
6 Dale of issue
Edgewater, FL 32132
11/19/03
7
Name of Issue
8 CUSIP number
Lease-Purehme, of Equipment — Schedule of Property No.1
Pita
9
Name and title of officer a legal representative whom me IRS may call for mere Information
10 Taephwne number of office air legal represer aM
( 388 )424.2409
IjOULUL Type of Issue (Check applicable boxes) and enter line issue pri"I See Instruc
11 ❑ Education . . . . . . . . . . . . . . . . . . . . . . . . .
12 ❑ Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . .
13 ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . .
14 ❑ Public safety. . . . . . . . . . . . . . . . . . . .
15 ❑ Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . .
16 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17 ❑ Utilities . . . . . . . . . . . . . . . . .
18 Ba Other. Describe ► Computer Equipment
19 If obligations are TANS or RANs, check box ► ❑ If obligations are BANS, check box ► 0
IN final maturity data I IEI Issue pd. I Icl spot. at�mntumy I average mawmy (a) YINd
22
Proceeds used for accrued interest . . . . .
. . . . . . . . .
23
Issue price of entire issue (enter amount from line 21, column (b)) .
. . . . .
24
Proceeds used for bond issuance costs (including underwriters' discount)
24
25
Proceeds used for credit enhancement . . . . .
25
26
Proceeds allocated to reasonably required reserve or replacement font
26
27
Proceeds used to currently refund prior issues . . . . . . . .
27
28
Proceeds used to advance refund prior issues . . . . . . . .
28
29 Total (add lines 24 through 28)
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . ►
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . ►
33 Enter the last sate on which the refunded bonds will be called . . . . . . . . . . . ►
35 Enter the amount of the state volume cap allocated to the Issue under section 1410)(5) . . . � u
368 fitter the amount of gross proceeds Invested a to be invested in a guaranteed investment Contract (see instructions) 36a 0
b Enter the final maturity date of the guaranteed Investment contract ►
37 Pooled financings: a Proceeds of this Issue that are to be used to make loans to other governmental units 37a 0
b If this Issue is a loan made from the proceeds of another tax-exempt Issue, check box No ❑ and enter the name of the
Issuer ► and the date of the Issue ►
38 If the Issuer has designated the Issue under section 265(b)(3)(B)(I)(I10 (small Issuer exception), check box . . . ► ❑
39 If the Issuer has elected to pay a penalty In lieu of arbitrage rebate, check box . . . . . . . . . . . ► ❑
40 If the issuer has Identified a hedge, check box ► ❑
Under pnaftes M peduy, I deters ww I have examined was return and aaanpmying adedulas and sntemems, and w Ne best of my knowledge
aM bald. may are hue, camc4 ant canpkae.
Sign
Here I
Dam r Tvoe or elm name ant wtle
For Paperwork Reduction Act Notice, see page 2 of the Instructions. cat. No. 0773S form 8038-G 1Ra.. 11-2oom
Banc of America Leasing & Capital, LLC
2059 Northlake Parkway, 4 South
'hacker, GA 30084
770/270-8400
Miscellaneous Invoice Date: November 5, 2003
Customer Customer # Make Check Payable To
City of Edgewater 06712-00 Banc of America Leasing &
Capital, LLC
Attn: Vivian Hankins
Lease # Description
06712-00202 First Rental Payment
Total Due
Please remit a separate check for the total due.
Amount
$101,004.62
$101,004.62
Miscelhneom Invoiee 3-02 Page 1 of I
Exhibit A
Schedule of Property No. 002
Re: Master Equipment Lease/Purchase Agreement, dated as of November 5, 2003,
between Banc of America Leasing & Capital, LLC, as Lessor, and City of
Edgewater, as Lessee.
1. Defined Terms. All terms used herein have the meanings ascribed to them in the
.above -referenced Master Equipment Lease/Purchase Agreement (the "Master Equipment Lease").
2. Eguipmeet. The following items of Equipment are hereby included under this
Schedule of the Master Equipment Lease.
Quantity Description
One (1) 2004 Ford F-550 Super Duty with Dump Body
Two (2)
Ford Crown Victoria Police Cars
One (1)
2004 Pumper Pierce Enforcer Fire Truck
One (1)
2004 Altec At37G Bucket Truck
Two (2)
2004 Massey Ferguson Tractor 451
One (1)
2004 Ford F-250 Extended Cab
One (1)
2004 Ford F-350 Crew Cab and Utility Box
One (1)
2004 Ford F-250'N Ton
One (1)
2004 John Deere 310
One (1)
2004 Dodge Dakota 4x4
One (1)
2004 Anderson Trailer 12 Ton
Two (2)
2004 Leach/Sterling LT9513 Refuse Trucks
One (1)
2004 F-550 Semi Tractor
One (1)
2004 Spec Tec Walking Floor Refuse Trailer
One (1)
2004 Ford F-550 Super Duty with Dump Body
3.
Payment Schedule.
Location
104 N. Riverside Drive
Edgewater, FL 32132
Rental Payments. The Rental Payments shall be in such amounts and payable on
such dates as setforth in the Rental Payment Schedule attached to this Schedule as Exhibit A-1.
Rental Payments shall commence on the date on which the Equipment listed in this Schedule is
004.237sss.8 A-1
accepted by Lessee, as indicated in an Acceptance Certificate substantially in the form of Exhibit B
to the Master Equipment Lease or the date on which sufficient moneys to purchase the Equipment
are deposited for that purpose with an Acquisition Fund Custodian, whichever is earlier.
Purchase Price Schedule. The Purchase Price on each Rental Payment date for the
Equipment listed in this Schedule shall be the amount set forth for such Rental Payment date in the
"Purchase Price" column of the Rental Payment Schedule attached to this Schedule. The Purchase
Price is in addition to all Rental Payments then due under this Schedule (including the Rental
Payment shown on the same line in the Rental Payment Schedule).
4. Representations. Warranties and Covenants. Lessee hereby represents, warrants and
covenants as follows:
(a) That its representations, warranties and covenants set forth in the Master Equipment
Lease are true and correct as though made on the date of commencement of Rental Payments on this
Schedule. Lessee further represents and warrants that no material adverse change in Lessee's
financial condition has occurred since the date of the Master Equipment Lease.
5. The Lease. The terms and provisions of the Master Equipment Lease (other than to
the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are
hereby incorporated into this Schedule by reference and made a part hereof. The maximum Lease
Term, subject to semi-annual appropriation, is sixty (60) months.
6. Acquisition Amount The Acquisition Amount for the Equipment described in this
Schedule, to be deposited in the Acquisition Fund designated "City of Edgewater Acquisition Fund
Account is $919,947.00.
7. Acquisition Period. The Acquisition Period applicable to this Schedule shall end at the
conclusion of the twelfth (12) month following the date hereof.
Dated:
Lessor: Lessee:
Banc of America Leasing & Capital, LLC City of Edgewater
2059 Northlake Parkway, 4th Floor 104 N. Riverside Drive
Tucker, Georgia 30054 Edgewater, Florida 32132
Attention: Contract Administration Attention: City Clerk
By: _
Title:
By:
Title: _
(Seal)
Attest:
By:
Title:
004z37806.8 A-2
Exhibit A-1
Rental Payment Schedule
Rental Payment Rental Payment
Date Amount Interest Portion Principal Portion Purchase Price*
Nov-19-03
101,004.62
101,004.62
818,942.38
May-19-04
101,004.62
17,525.37
83,479.26
735,463.12
Nov-19-04
101,004.62
15,738.91
85,265.71
650,197.41
May-19-05
101,004.62
13,914.22
87,090.40
563,107.01
Nov-19-05
101,004.62
12,050.49
88,954.13
474,152.88
May-19-06
101,004.62
10,146.87
90,857.75
383,295.13
Nov-19-06
101,004.62
8,202.52
92,802.11
290,493.02
May-19-07
101,004.62
6,216.55
94,788.07
195,704.95
Nov-19-07
101,004.62
4,188.09
96,816.54
98,888.41
May-19-08
101,004.62
2,116.21
98,888.41
0.00
Nov-19-08
101,004.62
0.00
0.00
0.00
*The Purchase Option Commencement Date shall be November 19, 2003. The Purchase Price
payable (i) on any Rental Payment date is the amount equal to the aggregate principal portion of the
remaining Rental Payments after payment of the Rental Payment payable on such Rental Payment
Date, and (ii) on any date other than a Rental Payment date is the amount equal to the aggregate
principal portion of the remaining Rental Payments plus an amount equal to the interest portion of
such Rental Payments accrued thereon to such date.
For purposes of this Lease, "Taxable Rate," with respect to the interest component of Rental
Payments, means an annual rate of interest equal to 6.7059%.
Lessee:
City of Edgewater
By: _
Title:
After payment of the applicable Purchase Price, Lessee will own the related Equipment, free and
clear of any obligations under the related Lease.
004.2378se.8 A-3
Exhibit B
Acceptance Certificate
Banc of America Leasing &. Capital, LLC
2059 Nordtlake Parkway, 4th Floor
Tucker, Georgia 30084
Re: Schedule of Property No. 002, dated _, to Master
Equipment Lease/Purchase Agreement, dated as of November 5,
2003, between Banc of America Leasing & Capital, LLC, as Lessor,
and City of Edgewater, as Lessee.
Ladies and Gentlemen:
In accordance with the Master Equipment Lease/Purchase Agreement (the "Agreement'),
the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows:
1. All of the Equipment (as such tern is defined in the Agreement) listed in the above -
referenced Schedule of Property (the "Schedule") has been delivered, installed and accepted on the
date hereof.
2. Lessee has conducted such inspection and/or testing of the Equipment listed in the
Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the
Equipment for all purposes.
3. Lessee is currently maintaining the insurance coverage required by Section 7.02 of
the Agreement.
4. No event or condition that constitutes, or with notice or lapse of time, or both, would
constitute, an Event of Default (as defined in the Agreement) exists at the date hereof.
Date:
Lessee
City of Edgewater
By: SA PM LE
[Seal] Title:
004.237866.8 B-1
Exhibit D
Opinion of Counsel to Lessee
Banc of America Leasing & Capital, LLC
2059 Northlake Parkway; 4th Floor
Tacker, Georgia 30084
Re: Schedule of Property No. 001, dated _, to Master
Equipment Lease./Purchase Agreement, dated as of November 5, 2003,
between Banc of America Leasing & Capital, LLC, as Lessor, and City
of Edgewater, as Lessee.
Ladies and Gentlemen:
As legal counsel to City of Edgewater (the "Lessee"), I have examined (a) an
executed counterpart of a certain Master Equipment Lease/Purchase Agreement, dated w of
November 5, 2003, and Exhibits thereto by and between Banc of America Leasing & Capital, LLC
.(the "Lessor") and the Lessee (the "Agreement'), and an executed counterpart of Schedule of
Property No. 002, dated - . by and between Lessor and Lessee (the
"Schedule"), which, among other things, provides for the lease of certain property listed in the
Schedule (the "Equipment'), (b) an executed counterpart of the ordinances or resolutions of Lessee
which, among other things, authorize Lessee to execute the Agreement and the Schedule and (c)
such other opinions; documents and matters of law as I have deemed necessary in connection with
the following opinions. The Schedule and the terms and provisions of the Agreement incorporated
therein by reference together with the Rental Payment Schedule attached to the Schedule are herein
referred to collectively m the "Lease".
Based on the foregoing, I am of the following opinions:
1. Lessee is a public body corporate and politic, duly organized/municipality
duly created and existing under the laws of the State, and has a substantial amount of the following
sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) police power and
is a political subdivision of a state within the meaning of Section 103(c) of the Internal Revenue
Code of 1986, w amended (the "Code"), and the obligations of Lessee under the Agreement will
constitute an obligation of Lessee within the meaning of Section 103(a) of the Code,
notwithstanding Section 103(b) of the Code.
2. Lessee has the requisite power and authority to lease and acquire the
Equipment and to execute and deliver the Lease and to perform its obligations under the Lease;
3. The Lease has been duly authorized, approved, executed and delivered by
and on behalf of Lessee and the Lease is a valid and binding obligation of Lessee enforceable in
accordance with its terns;
4. The authorization, approval, execution and delivery of the Lease and all other
proceedings of Lessee relating to the transactions contemplated thereby have been performed in
004.237866.8 D-1
accordance with all open meeting laws, public bidding laws and all other applicable state or federal
laws;
5. There is no proceeding pending or threatened in any court or before any
governmental authority or arbitration board or tribunal that, if adversely determined, would
adversely affect the transactions contemplated by the Lease or the interest of Lessor or its assigns,
as the case may be, in the Equipment thereunder; and
6. The portion of rentals designated as and constituting interest paid by Lessee
and received by Lessor is excluded from Lessor's gross income for federal income tax purposes
under Section 103 of the Code; and such interest is not a specific item for purposes of the federal
individual or corporate alternative minimum taxes. [To be provided by outside counsel to Lessee if
Acquisition Amount exceeds $1,000,000.]
All capitalized terms herein shall have the same meanings as in the Lease unless
otherwise provided herein. Lessor and its successors and assigns, and any counsel rendering an
opinion on the tax-exempt status of the interest components of the Rental Payments, are entitled to
rely on this opinion.
Yours truly,
004.237e6e.8 D-2
Exhibit E
Essential Use/Source of Funds Certificate
Banc of America Leasing & Capital, LLC
2059 Northlake Parkway, 4th Floor
Tucker, Georgia 30084
Re: Master Equipment Lease/Purchase Agreement dated November 5, 2003,
Schedule of Property No. 002 dated
This certificate confirms and affirms that the Equipment described in the Agreement
referenced above is essential to the governmental, municipal or public purposes or functions of the
Lessee or to the services. Lessee provides its citizens. Further, Lessee has an immediate need for,
and expects to make immediate use of, substantially all such Equipment, which need is not
temporary or expected to diminish in the foreseeable future. Such Equipment will be used by
Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary
functions permitted under the Act (as defined in the Agreement referenced above).
Lessee expects and anticipates adequate funds to be available for all future payments or rent
due after the current budgetary period, subject to annual appropriation.
City of Edgewater
('Lessee')
Title:
Please return this certificate with complete copies of your two most recent audited financial
statements so we may begin our credit review process. Thank you.
004.237866.8 E-1
[ON LETTERHEAD OF LESSEE OR LESSEE'S COUNSEL]
November 5, 2003
CERTIFIED COPY, RETURN RECEIPT REQUESTED
Division of Bond Finance
Attn: Ms. Sharon Williams
State Board of Administration
1850 Hermitage Boulevard, Suite 200
Tallahassee, FL 32308
Re: $919,947.00 City of Edgewater Lease(Purchase of Light & Hem vehicles such as a Fire
Truck, Police Cars, Refuse Trucks. Tractors and Trailers
Ladies and Gentlemen:
On behalf of the City of Edgewater (the "City'), a municipality of the State of
Florida, we hereby notify you that the City expects to enter into the above -referenced financing
with Banc of America Leasing & Capital, LLC, as lessor, on November 19, 2003.
We will render the approving opinion.
If you have any questions in this regard, please do not hesitate to call us.
Very truly yours,
cc: Ms. Vivian Hankins, Banc of America Leasing & Capital, LLC
Jeffrey M. McFarland, Esquire
o .270442.1
[ON LETTERHEAD OF LESSEE OR LESSEE'S COUNSEL]
November 5, 2003
CERTIFIED COPY, RETURN RECEIPT REQUESTED
Division of Bond Finance
State Board of Administration
P. O. Drawer 13300
Tallahassee, FL 32317-3300
Re: $919.947.00 City of Edgewater Lease/Purchase of Light & Heavy vehicles such as a Fire
Truck, Police Cars. Refuse Trucks. Tractors and Trailers
Ladies and Gentlemen:
On behalf of the City of Edgewater, we hereby file with you Bond Information
Form BF2003/BF2004. No disclosure document was prepared in connection with the above -
referenced financing.
Very truly yours,
Enclosures
cc: Ms. Vivian Hankins, Banc of America Leasing & Capital, LLC
Jeffrey M. McFarland, Esquire
004.270438.1
STATE OF FLORIDA
DIVISION OF BOND FINANCE
LOCAL BOND MONITORING SECTION
This form represents an update and wmpliadon of the BF2003, BF2004-A and BF2004-B forms.
' Band Information forms (BF2003) are required to be completed by local govemments pursuant to Chapter 19A-1.003, Florida Administrative Code
(F.A.C.).
• Bond Disclosure fors BF2004-A (Competitive Sale) or BF2004-B (Negotiated Sale) are required lo be filed with the Division within 120 days of Me
delivery of the Issue pursuant to Sections 218.38(1)(b)l and 218.38(1)(c)l, Florida Statutes (F.S.), respectively.
Final Official Statements, it prepared, are required ro be submided pursuant to Section 218.38(1), F.S.
Please complete all time applicable to the issuer as provided by to Florida Stables.
' PURSUANT TO SECTION 218.369, F.S., ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS.
BF2003
BOND INFORMATION FORM
PART L ISSUER INFORMATION
1. NAME OF GOVERNMENTAL UNIT:
2.. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER:
3. COUNTY IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION:
4. TYPE OF ISSUER: COUNTY _CITY _ AUTHORITY INDEPENDENT SPECIAL
DISTRICT —DEPENDENT SPECIAL DISTRICT SPECIFY OTHER
PART IL BOND ISSUE INFORMATION
1. NAME OF BOND ISSUE: Lease -Purchase of Eaulpment — Schedule of Property No. 002
2. AMOUNT ISSUED: $ 3. AMOUNT AUTHORIZED: $
4. DATED DATE: 5. SALE DATE: 6. DELIVERY DATE:
7. LEGAL AUTHORITY FOR ISSUANCE: FLORIDA STATUTES Chapter 166, Florida Statutes
SPECIALACTS:
8. TYPEOFISSUE: GENERAL OBLIGATION _SPECIAL ASSESSMENT _SPECIAL OBLIGATION
REVENUE _ COP (CERTIFICATE OF PARTICIPATION) -29L LEASE -PURCHASE _ BANK LOAN/LNE OF CREDIT
9. A. IS THIS A PRIVATE ACTIVITY BOND (PAB)? _ YES —NO
B. 1. IF YES, DID THIS ISSUE RECEIVE A PAIS ALLOCATION? —YES —NO
2. IF YES, AMOUNT OF ALLOCATION: $
10. SPECIFIC REVENUE(S) PLEDGED:
(1) PRIMARY
(2) SECONDARY
(3) OTHER(S)
11. A.
PURPOSE(S) OF THE ISSUE:
(1)
PRIMARY (See Schedule A attached)
(2)
SECONDARY
(3)
OTHER(S)
B. IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING:
(1) FOR EACH ISSUE REFUNDED LIST: NAME OF ISSUE, DATED DATE, ORIGINAL
PAR VALUE (PRINCIPAL AMOUNT) OF ISSUE, AND AMOUNT OF PAR VALUE (PRINCIPAL
AMOUNT) REFUNDED.
(2) REFUNDED DEBT HAS BEEN: _RETIRED OR _ DEFEASED
(3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY? _YES —NO
B. IF YES, APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY?
12. TYPE OF SALE: _COMPETITIVE BID _NEGOTIATED _NEGOTIATED PRIVATE PLACEMENT
13. BASIS OF INTEREST RATE CALCULATION, I.E., INTEREST RATE USED TO STRUCTURE THE BOND
ISSUE:
NET INTEREST COST RATE (NIC) % TRUE INTEREST COST RATE (TIC) %
CANADIAN INTEREST COST RATE (CIC) % ARBITRAGE YIELD (ARBI) %
SPECIFY OTHER: 133%of 5-wer Treasury rate:
14. INSURANCE/ENHANCEMENTS: _AGIC AMBAC _CGIC _CLIC _FGIC _FSA
_HUD MBIA _NGM _ LOG(=ER OF CREDrr) _ SPECIFY OTHER
NOT INSURED
15. RATING(S): MOODY'S _S&P _FITCH _DUFF B PHELPS SPECIFYOTHER
_NOT RATED
16. DEBT SERVICE SCHEDULE: ATTACH COMPLETE COPY OF SCHEDULE PROVIDING THE FOLLOWING
INFORMATION:
MATURITY DATES (MO'DAYNR)
DOUPONIINTEREST RATES
ANNUAL INTEREST PAYMENTS PRINCIPAL (PAR VALUE) PAYMENTS
MANDATORY TERM AMORTIZATION
17. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: (See Schedule B attached)
18. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE
PURCHASER.
004.270445.1 2
19. PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO
ADVISED THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE.
NO BOND COUNSEL
BOND COUNSEL(S):
_ NO FINANCIAL ADVISOR _ NO OTHER PROFESSIONALS
FINANCIAL ADVISOR(S)/CONSULTANTS(S):
OTHER PROFESSIONALS:
20. PAYING AGENT: NO PAYING AGENT
21. REGISTRAR: _ NO REGISTRAR
22. COMMENTS:
PART 11I. RESPONDENT INFORMATION
FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT:
Name and Y41e Ph�
Company
INFORMATION RELATING TO PARTY COMPLETING THIS FORM (if different from above):
Name and TItle Phone
Date Report
BF2004-A and BF2004-B.
NOTE: THE FOLLOWING REMS ARE REWIRED TO BE COMPLETED IN FULL FOR ALL BOND ISSUES EXCEPT THOSE SOLD PURSUANT
TO SECTION 154 PART III; SECTIONS 159 PARTS It, III OR V; OR SECTION 243 PART II, FLORIDA STATUTES.
23. ANY FEE, BONUS, OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN
CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY
SUCH PLACEMENT AGENT OR CONSULTANT:
NO FEE, BONUS OR GRATUITY PAID BY PLACEMENT AGENT OR FINANCIAL CONSULTANT
(1) COMPANY NAME.
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(2) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(3) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
004.2 0445.1
(4) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
24. ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE,
INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS:
NO FEES PAID BY ISSUER
(1) COMPANY NAME,
FEE PAID: $ - SERVICE PROVIDED or FUNCTION SERVED:
(2) COMPANY NAME
FEE PAID: SERVICE PROVIDED or FUNCTION SERVED:
(3) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(4) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF EXECUTIVE OFFICER OF THE GOVERNING BODY OF THE
UNIT OF LOCAL GOVERNMENT OR THE GOVERNMENTAL OFFICER PRIMARILY RESPONSIBLE FOR COORDINATING
THE ISSUANCE OF THE BONDS:
NAME (rypeamnmed):
SIGNATURE:
TITLE: Mayor DATE:
BF2004-B
ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE
25. MANAGEMENT FEE CHARGED BY UNDERWRITER: $ g.DD PER THOUSAND PAR VALUE.
OR
UNDERWRITER FEE:
NO MANAGEMENT FEE OR UNDERWRITER FEE
26. UNDERWRITER'S EXPECTED GROSS SPREAD: $ D.00 PER THOUSAND PAR VALUE.
NO GROSS SPREAD
PART IV. RETURN THIS FORM AND THERMAL OFFICIAL STATEMENT, IF ONE WAS PREPARED, TO:
Courier Deliveries: Division of Bond Flnanoe
Mailing Address: Division of Bond Finance
State Board of Administration
State Board of Administration
1801 Hermitage Blvd., Suite 200
P.O. Drawer 13300
Tallahassee, FL 32308
Tallahassee, FL 323173300
Phone: 904/488-4782
FAX: 904/41&13151
004.270445.1
SCHEDULE A
11A. Purpose(s) of the Issue
The purpose of the issue is to lease and acquire from the Lessor Light & Heavy vehicles
such as a Fire Truck, Police Cars, Refuse Trucks, Tractors and Trailers for use in the City of
Edgewater.
004.270445.r
SCHEDULE
16 and 17. Rental Payment Schedules and Prepayment Provisions
Rental Payment Rental Payment
Date Amount Interest Portion Principal Portion Purchase Price'
Nov-19-03
101,004.62
101,004.62
818,942.38
May-19-04
101,004.62
17,525.37
83,479.26
735,463.12
Nov-19-04
101,004.62
15,738.91
85,265.71
650,197.41
May-19-05
101,004.62
13,914.22
87,090.40
563,107.01
Nov-19-05
101,004.62
12,050.49
88,954.13
474,152.88
May-19-06
101,004.62
10,146.87
90,857.75
383,295.13
Nov-19-06
101,004.62
8,202.52
92,802.11
290,493.02
May-19-07
101,004.62
6,216.55
94,788.07
195,704.95
Nov-19-07
101,004.62
4,188.09
96,816.54
98,888.41
May-19-08
101,004.62
2,116.21
98,888.41
0.00
Nov-19-08
101,004.62
0.00
0.00
0.00
004.270445.1
[ON LETTERHEAD OF LESSEE OR LESSEE'S COUNSEL]
November 5, 2003
Internal Revenue Service Center
Ogden, UT 84201
Re: $919,947.00 City of Edeewater LeasetPurchase of Light & Heavy vehicles such as a Fire
Truck. Police Cars, Refuse Trucks, Tractors and Trailers
Ladies and Gentlemen:
On behalf of the City of Edgewater, Florida, we file herewith the enclosed Form
8038-G Information Return for Tax -Exempt Governmental Obligations, with respect to the
above -referenced financing, completed November 19, 2003.
Very truly yours,
Enclosure
cc: Ms. Vivian Hankins, Banc of America Leasing & Capital, LLC
Jeffrey M. McFarland, Esquire
Florida Division of Bond Finance
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
004.270440.1
Form 8038-G
I Information Return for Tax -Exempt Governmental Obligations
► antler hwamr l Revenue Code section 149(e)
OMB No. 1545-0720
(Rev. November 2000)
► see separate Instructions.
°ems "mot °r,1„ M r
Caution: If the issue price is under $100,000, use Form 8038-GC.
agMnma
Riabortina
Authority If Amended Return, check here 0-
1 Issuer's name
2 Issuers amoloyer identification number
City of Edgewater
59 i 6000314
3 Number and street (or P.O. box if mail is not delivered to street address)
Room/suite
4 Report number
104 N. Rlveralde Drive
3 2003
5 City, town, or post office, state, and ZIP code
6 Date of Issue
Edgewater, FL 32132
11/19/03
7 Name of issue
8 CUSIP number
Lease-Purchaee of Equipment — Schedule of Property No. 2
rVa
9 Name and ties of officer a legal representative whom the IRS may call for more iniormatlon
10 Telephone nunber of olfica or legal represciagw
( 388 )424-2409
11 ❑ Education . . . . . . . . . . . . . . . . . . . . . . . . .
12 ❑ Health and hospital . . . . . . . . . . . . . . . . . . . .
13 ❑ Transponation . . . . . . . . . . . . . . . . . . . . . . . . . . .
14 ❑ Public safety. . . . . . . . . . . . . . . .
15 ❑ Environment (including sewage bonds) . . . . . . . . . . . . . . . . . .
16 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . .
17 ❑ Utilities . . . . . . . . . . . . . . . . . . . . . .
18 0 Other. Describe ► Vehicles Including a fire truck refuse, peace care, treMore, and ireller
19 If obligations are TANS or RANs, check box ► ❑ If obligations are BANS, check box ► ❑
(a) Final malVxy data I IN Issue Pace I IA
let weld
22
Proceeds used for accrued interest . . . . . . .
. . . 22 a
23
Issue price of enure issue (enter amount from line 21, column (b)) . . .
. 23 919,947.00
24
Proceeds used for bond issuance costs (Including underwriters' discount) 24
0
25
Proceeds used for credit enhancement . . 25
0
26
Proceeds allocated to reasonably required reserve or replacement fund 26
0
27
Proceeds used to currently refund pfia Issues . . . . . . . 27
0
28
Proceeds used to advance refund prior issues . . . . . . . . . 28
0
29
Total (add lines 24 through 28) .
. . 29 0
30
Nonrefurltlin roceeds of the issue subtract line 29 from line 23 and enter amount here
. . 30 919,947.00
Dash tint of Refunded Bands (Complete this part canly for refunding
bonds.
31
Enter the remaining weighted average maturity of the bonds to be currently refunded .
. . ► Na years
32
Enter the remaining weighted average maturity of the bowls w be advance refunded .
. . ► rate years
33
Enter the last date on which the refunded bonds will be called . . . . . . . . .
. . ► Iva
34
Enter the date(s) the refunded bonds were Issued ►
We
Miscellaneous
35 Enter the amount of the state volume cap allocated to the Issue under section 141(b)(5) 35 1 0
36a Enter the amount of gross proceeds immsted or to be Invested in a guaranteed invesumam otarr ct (see instructions) 38a 0
le Enter the final maturity sate of the guaranteed Investment contract ►
37 Pooled financings: a Proceeds of Nis Issue that are to be used to make loans to other gwanmenlal units 37a 0
to If this issue Is a loan made from the proceeds of another tax-exempt Issue, check box ► ❑ and enter the name of the
issuer ► and the date of the issue ►
38 If the issuer has designated the Issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . .. ► ❑
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . ► ❑
40 If the Issuer has Identified a hackie, check box . . . . . . . . . . . . . . . . . . . . . . . ► fl
urge pereNe, of Pedury, I loci
aM belief, they ere sue, correct.
Sign
Here '
siamwre of h
For Paperwork Redaction
aBe page 2 of the Instnrctlons. Cat. No. 07735 Form 8038-G (Rev. 11-20M