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HomeMy Public PortalAboutSunTrust Lease Agreement 09517 08/14 INDEX TO LEGAL DOCUI1 IENTS BANK-QUALIFIED ESC'LOW Master Lease Agreement,Lease Number 09517,Da red as of June 18,2014; Exhibit A- Equipment Schedule No.02; Acceptance Certificate; Payment Schedule; Exhibit B-Tax Agreement and Arbitrage Certificat Exhibit C-Resolution of Governing Body; Exhibit D-Incumbency Certificate; Exhibit E-Opinion of Counsel; Exhibit F-Escrow Agreement,with its Schedule I a rid Exhibit A; Exhibit G-1 Confirmation of Outside Insurance; Exhibit G-2 Questionnaire for Self-Insurance to Lease and Addendum; UCC Financing Statements with attached Schedule.k.; Form 8038-G. Form 8038-G COPY AND PASTE [HE LINK BELOW TO DOWNLOAD THE FORM,COMPLETE,EXECUTE AND RETURN A COPY WITH ALL DOCUMENTS htta://anus.irs.gov/aan/nicklist/list/formsPublica9 ions.html:isessionid=oe6S1 Sxh2WJLCum- hAKOOQ_?value=8038-G&criteria=formNumt er 8/5/2014:BQ-ESC/STB.DOC/rev.07/12.stl EXHIBIT A EQUIPMENT SCHEDULE ■O.02 TO LEASE NO.095E The following Equipment comprises an Equipment Group which is the >ubject of the Master Lease Agreement dated as June 18, 2014 (the "Agreement") between the undersigned Lessor and Lessee. The Agr cement is incorporated herein in its entirety, and Lessee hereby reaffirms as of the Lease Date(as defined below)each of its representatio is,warranties and covenants contained in the Agreement. The Lease Date for this Equipment Schedule is (the"I ease Date"). Lessee warrants that no Non-Appropriation and no Event of Default,or event which,with the passage of time or the giving o;'notice or both,would constitute an Event of Default,has occurred under the Agreement as of the Lease Date. An Acceptance Certifical;, and Payment Schedule are attached to this Equipment Schedule and by reference are made a part hereof. The terms capitalized in this I quipment Schedule but not defined herein shall have the meanings assigned to them in the Agreement. EQUIPMENT GROUI The cost of the Equipment Group to be funded by Lessee under tt is Lease is $167,600.00 (the "Acquisition Cost"). The Equipment Group consists of the following Equipment which has been or shall be purchased from the Vendor(s) named below for the prices set forth below: Vendor: Flint Equipment Company Equipment: One(1)Noram 65E Motor Grader,Unit#F553751,S/N 65ET-9766 One(1)2014 John Deere 310SK Eackhoe Loader The Equipment Group is essential to the governmental functions of L ssee. The Equipment Group is or will be located at the following address(es). Prior to relocation of the Equipment Group or any portion thereof during the Lease Term, Lessee will provide written notice to Lessor: 76 Polk Street,Chatham County,Tybee Island,GA 31328 [Signatures appear on the followi Ig page.] 8/5/2014:BQ-ESC.DOC/rev.07/12.stl 2 IN WITNESS WHEREOF, Lessor has caused this Equipment Sche Jule No. 002 to Lease No. 09517 to be executed in its corporate name by its duly authorized officer, and Lessee has caused this Equ pment Schedule to be executed in its name by its duly authorized officer. CITY OF TYBEE ISLAND, SUNTI LUST EQUIPMENT FINANCE Lessee &LEA SING CORP., Lessor Name on Bue1erman Namo Title: Mayor Title: I Address: 403 Butler Avenue Addres.: 300 East Joppa Road,7th Floor Tybee Island,GA 31328 Towson,MD 21286 Telephone: 912/472-5080 Telephl>ne: Facsimile: 912/786-9465 Facsim le: 1A1U}k1 iii; sa�ais.c ln 8/5/2014:BQ-ESC.DOC/rev.07/12.stl 3 Lease No.:09517 Equipment Schedule: 02 ACCEPTANCE CERTIFI(ATE I,the undersigned,hereby certify that I am the duly qualified and acting officer of Lessee identified below and,with respect to the above referenced Equipment Schedule and Lease,that: 1. The Equipment described below has been delivered and installec in accordance with Lessee's specifications, is in good working order and is fully operational and has been fully accepted by Lessee on o-before the date indicated below: 2. Attached are (a) evidence of insurance with respect to the Equipme nt in compliance with Article VII of the Agreement; (b) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment, and if such i voices have been paid by Lessee, evidence of payment thereof(evidence of official intent to reimburse such payment as required by the Code having been delivered separately by Lessee);and(c) financing statements executed by Lessee as debtor and/or the original certifica0 of title or manufacturer's certificate of origin and title application,if any,for any Equipment which is subject to certificate of title laws. 3. Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule attached to the Equipment Schedule. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments required to be paid under the Lease during the current Fiscal Year of Lessee. Such moneys will be applied in payment of all such Rental Payments due and payable during such current Fisc d Year. Lessee anticipates that sufficient funds shall be available to make all Rental Payments due in subsequent Fiscal Years. 4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying,or directing the payment by Escrow Agent(if applicable) of,the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee in the event such invoice prices have been previously paid by Lessee. 5. 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 Lease)exists at the date hereof. 6. Final Acceptance Certificate. This Acceptance Certificate constitutes final acceptance of all of the Equipment identified in the Equipment Schedule described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to Escrow Agent (if applicable)to make payment, Lessor shall have fully and sat rfactorily performed all of its covenants and obligations under the Lease. [CHECK BOX IF APPLICABLE.] CITY )F TYBEE ISLAND, Lessee By: _ ...r Name:' on Buelterman Title: Mayor Date: 8/5/2014:B Q-ESC/STB.DOC/rev 07 12.sd Lease Number: 09517 Equipment Schedule: 02 PAYMENT SCHEDULE The Funding Date with respect to the above referenced Equipment Gro Ip shall be August 21, 2014. The annual Interest rate applicable to the Equipment Group shall be 1.64%. The amounts of the interest component of Rental Payments payable under this Equipment Schedule have been calculated based on the assumption that the proceeds of this Equipment Schedule were disbursed on the Funding Date and such payments of interest component will be payable as ;et forth in this Payment Schedule regardless of when the proceeds of this Equipment Schedule were actually disbursed. The first Rental Payment is due on September 21, 2014 and subsequent payments are due monthly as set forth below. Payment Payment Payment Principal Interest Prepayment Number Date Amount Component Component Price* 1 9/21/2014 4,774.21 4,545.14 229.07 163,054.86 2 10/21/2014 4,774.21 4,551.35 222.86 158,503.51 3 11/21/2014 4,774.21 4,557.57 216.64 153,945.94 4 12/21/7014 4,774.21 4,563.80 210.41 149,382.13 5 1/21/2015 4,774.21 4,570.04 204.17 144,812.09 6 2/21/2015 4,774.21 4,576.29 197.92 140,235.81 7 3/21/2015 4,774.21 4,582.54 191.67 135,653 27 8 4/21/2015 4,774.21 4,588.80 185.41 131,064.46 9 5/21/2015 4,774.21 4,595.08 179.13 126,469.39 10 6/21/2015 4,774.21 4,601.36 172.85 121,868.03 11 7/21/2015 4,774.21 4,607.64 166.57 117,260.39 12 8/21/2015 4,774.21 4,613.94 160.27 112,646.45 13 9/21/2015 4.774.21 4,620.25 153.96 108,026.20 14 10/21/2015 4,774.21 4,626.56 147.65 103,399.63 15 11/21/2015 4,774.21 4,632.89 141.32 98,766.75 16 12/21/2015 4,774.21 4,639.22 134.99 94,127.53 17 L'21/2016 4,774.21 4,645.56 128.65 89,481.97 18 2/21/2016 4,774.21 4,651.91 122.30 84,830.06 19 3/21/2016 4,774.21 4,658.27 I15.94 80.171.79 20 4/21/2016 4,774.21 4,664.63 109.58 75,507.16 21 5/21/2016 4,774.21 4,671.01 103.20 70,836.15 22 6./21/2016 4,774.21 4,677.39 96.82 66,158.76 23 7/21/2016 4,774.21 4,683.79 90.42 61,474.97 24 8/21/2016 4,774.21 4,690.19 84.02 56,784.78 25 9/21/2016 4,774.21 4,696.60 77.61 52,088.18 26 10/21/2016 4,774.21 4,703.02 71.19 47,385.17 27 11/21/2016 4,774.21 4,709.45 64.76 42,675.72 28 12/21/2016 4,774.21 4,715.88 58.33 37,959.84 29 1/71/2017 4,774.21 4,722.33 51.88 33,237.51 30 2/21/2017 4,774 21 4,728.78 45.43 28,508.73 3/5/201 4.13Q-F.SC/STI3.I)OC/rev.O7/12.tI CONTINUATION OF PAYMENT CHEDULE Payment Payment Payment Principal Interest Prepayment Number Date Amount Component Component Price* 31 3/21/2017 4,774.21 4,735.25 38.96 23,773.48 32 4/21/2017 4,774.21 4,741.72 32.49 19,031.77 33 5/21/2017 4,774.21 4,748.20 26.01 14 283.57 34 6/21/2017 4,774.21 4,754.69 19.52 9,528.88 35 7/21/2017 4,774.21 4,761.18 13.03 4,767.69 36 8/21/2017 4,774.21 4,767.68 6.53 0.00 Totals 171,871.56 167,600.00 4,271.56 CITY OF TYBEE ISLAND, Lessee NN Jason Buelterman Title:!Mayor Date: 1"1 t%.1,-■ After payment of Rental Payment due on such date. 8/520 I 4:13Q•ESC npchcv.07/12sa 2 EXHIBIT B [Escrow] Lease Number:09517 Equipment Schedule: 02 TAX AGREEMENT AND ARBITRAGIC CERTIFICATE This TAX AGREEMENT AND ARBITRAGE CERTIFICATE(this"Certific ate")is executed and delivered as of the Lease Date (the "Lease Date") specified in the Equipment Schedule referenced above (the "E luipment Schedule") by CITY OF TYBEE ISLAND ("Lessee") in favor of SUNTRUST EQUIPMENT FINANCE & LEASING 1 CORP. and its successors and assigns ("Lessor") in connection with that certain Master Lease Agreement dated as of June 18,2014 :the "Agreement")and the Equipment Schedule,each by and between Lessor and Lessee. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. Section I. In General. 1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the financing of certain equipment(the"Equipment")to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the Agreement and the Equipment Schedule(together with all related documents exe cuted pursuant thereto and contemporaneously herewith, the "Financing Documents"). As described in the Financing Documents,Lessor shall apply 167,600.00(the"Principal Amount")toward the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is an officer of.essee delegated with the responsibility of reviewing and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing Documents,a copy of which has been delivered to Lessor. 1.3. The Financing Documents are being entered into for the purpose of providin;funds for financing the cost of acquiring,equipping and installing the Equipment which is essential to the governmental functions of L cssee, which Equipment is described in the Equipment Schedule. The Principal Amount will be deposited in escrow by Lessor on the:.,ease Date and held by SUNTRUST BANK,as escrow agent("Escrow Agent'')pending acquisition of the Equipment under the terms of hat certain Escrow Agreement dated as of the Lease Date (the"Escrow Agreement"),by and between Lessor,Lessee and Escrow Agent. 1.4. Lessee will complete and timely file for each payment schedule issued under the Lease a Form 8038-G(or,if the invoice price of the Equipment under such schedule is less than $100,000, a Form 8038-GC) relat ng to such Lease with the Internal Revenue Service in accordance with Section 149(e)of the Internal Revenue Code of 1986,as amende,I(the"Code"). 1.5. Lessee has not issued, and reasonably anticipates that it and its subordina e entities, if any, will not issue, tax-exempt obligations (including the Lease)in the amount of more than $10,000,000 during the current calendar year. Lessee hereby designates the Lease as a "qualified tax-exempt obligation"within the meaning of Section 265(b)(3)of the lode and agrees that it and its subordinate entities,if any, will not designate more than$10,000,000 of their obligations as"qualified tax-exe mpt obligations"during the current calendar year. Section 2. Non-Arbitrage Certifications. 2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund(or an account or subaccount therein). No sinking,debt service,reserve or similar fund )r account will be created or maintained for the payment of the Rental Payments due under the Financing Documents or pledged as security therefor. 2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be(i) issued or sold within fifteen(15)days before or after the Lease Date,(ii)issued or sold pursuant to a c Ammon plan of financing with the Financing Documents and(iii)paid out of substantially the same source of funds as,or deemed to haves ibstantially the same claim to be paid out of substantially the same source of funds as,the Financing Documents. 2.3. Other than the Principal Amount held under the Escrow Agreement,Lessee foes not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment. 2.4. No portion of the Principal Amount is being used by Lessee to acquire inve tments which produce a yield materially higher than the yield realized by Lessor from Rental Payments received under the Financing D Dcuments. As used in this certificate, the term "yield" means yield computed by the actuarial method using a 360-day year and semi-a ynual compounding,resulting in a discount rate which, when used in computing the present worth of all payments of principal and int crest to be paid on an obligation, produces an amount equal to the issue price, fair market value, present value or purchase price thei eof, as applicable, and is determined in all respects in accordance with Section 148 of the Code. 2.5. The Principal Amount does not exceed the amount necessary for the governr Zental purpose for which the Financing Documents were entered into. Such funds are expected to be needed and fully expended for paymt:nt of the costs of acquiring,equipping and installing the Equipment. 2.6. Lessee does not expect to convey,sublease or otherwise dispose of the Equi)ment,in whole or in part,at a date which is earlier than 8/5/2014:BQ-ESC/S7B.DOC/rev.07/12 stl the final Payment Date under the Financing Documents. Section 3. Disbursement of Funds:Reimbursement to Lessee. 3.1. It is contemplated that the entire Principal Amount deposited in escrow will be used to pay the acquisition cost of Equipment to the vendors or manufacturers thereof,provided that, if applicable,a portion of the p incipal amount may be paid to Lessee as reimbursement for acquisition cost payments already made by it so long as the conditions set fort]t in Section 3.2 below are satisfied. 3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following conditions have been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent n accordance with Treasury Regulation § 1.150-2 (the "Declaration of Official Intent"),wherein Lessee expressed its intent to be reimbt rsed from the proceeds of a borrowing for all or a portion of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the Declaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the expenditure was paid or eighteen(18)months after the items of Equipment to whi:h such payment relates were placed in service; (c) The entire payment with respect to which reimbursement is being sougt t is a capital expenditure,being a cost of a type properly chargeable to a capital account under general federal income tax principles;and (d) Lessee will use any reimbursement payment for general operating expe:ises and not in a manner which could be construed as an artifice or device under Treasury Regulation § 1.148-10 to avoid, in whole o• in part, arbitrage yield restrictions or arbitrage rebate requirements. Section 4. Use and Investment of Funds;Temporary Period. 4.1. Lessee has incurred or will incur,within six(6)months from the Lease Da e,binding obligations to pay an amount equal to at least five percent(5%)of the Principal Amount toward the costs of the Equipment. A:a obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipm,tnt will proceed with due diligence to the date of final acceptance of the Equipment. 4.2. An amount equal to at least eighty-five percent(85%)of the Principal Amo mt will be expended to pay the cost of the Equipment by the end of the three-year period commencing on the Lease Date. No portion of he Principal Amount will be used to acquire investments that do not carry out the governmental purpose of the Financing Documents and hat have a substantially guaranteed yield in excess of the yield on the Lease. 4.3. (a)Lessee covenants and agrees that it will rebate an amount equal to exce s earnings on the Principal Amount deposited under the Escrow Agreement to the Internal Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual determinations and maintain the records required by and otherwise c omply with the regulations applicable thereto. Lessee reasonably expects to cause the Equipment to be acquired by by no later than 18 n;onths from the actual Lease date. (b) Lessee will provide evidence to Lessor that the rebate amount has been t.alculated and paid to the Internal Revenue Service in accordance with Section 148(f)of the Code unless: (i)the entire Principal Amo an is expended on the Equipment by the date that is the six-month anniversary of the Lease Date or (ii) the Principal Amount is expenced on the Equipment in accordance with the following schedule:At least fifteen percent(15%)of the Principal Amount and interest earn ings thereon will be applied to the cost of the Equipment within six months from the Lease Date;at least sixty percent(60%)of the Principm 1 Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the Lease Date;and one hundi ed percent(100%)of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment by no later than 18 n onths from the actual Lease Date. [(c)Lessee hereby covenants that(i)Lessee is a governmental unit with general I ax powers; (ii)the Lease is not a"private activity bond" under Section 141 of the Code; (iii)at least ninety-five percent(95%)of the Pri icipal Amount is used for the governmental activities of Lessee; and (iv)the aggregate principal amount of all tax-exempt obligations (ir cluding the Lease) issued by Lessee and its subordinate entities,if any,during the current calendar year is not reasonably expected to exct ed$5,000,000. Accordingly,the rebate requirements of Section 148(f)of the Code are treated as being met,in lieu of the spending excepti ins set forth in paragraph(b)above.]' Section 5. Escrow Account. The Financing Documents provide that the monies deposited in escrow shall be in'ested until payments to the vendor(s)or manufacturer(s) of the Equipment are Cue. Lessee will ensure that such investment will not resul in Lessee's obligations under the Financing Documents being treated as an"arbitrage bond"within the meaning of Section 148(a)of the Ii temal Revenue Code of 1986,as amended(the"Code"), respectively. Any monies which are earned from the investment of these funds sh dl be labeled as interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment. Section 6. No Private Use:No Consumer Loan. 6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of he Code. Specifically,Lessee will not permit more than 'Not applicable to all transactions;see amount limitation. 8/5/2014:BQ-ESC.DOC/rev.07/12.stl 2 10%of the Principal Amount to be used for a Private Business Use(as defined h(rein)if,in addition,the payment of more than ten percent (10%) of the Principal Amount plus interest earned thereon is, directly or indire qtly, secured by(i)any interest in property used or to be used for a Private Business Use or(ii) any interest in payments in respect of s ich property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use. In addition, if both (A) more than five percent (5%) of the Principal Am)unt is used as described above with respect to Private Business Use and(B)more than five percent(5%)of the Principal Amount plus i Merest earned thereon is secured by Private Business Use property or payments as described above,then the excess over such five percent(5%)(the"Excess Private Use Portion")will be used for a Private Business Use related to the governmental use of the Equipment. Any sucl Excess Private Use Portion of the Principal Amount will not exceed the portion of the Principal Amount used for the governmental use o'the particular project to which such Excess Private Use Portion is related. Fcr purposes of this paragraph 6.1, "Private Business Use" means use of bond proceeds or bond financed-property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person,excluding,however,use by a state or local governmental unit and exclude ig use as a member of the general public. 6.2. No part of the Principal Amount or interest earned thereon will be used,di•ectly or indirectly,to make or finance any loans to non- governmental entities or to any governmental agencies other than Lessee. Section 7. No Federal Guarantee. 7.1. Payment of the principal or interest due under the Financing Documents is nt 1t directly or indirectly guaranteed,in whole or in part,by the United States or an agency or instrumentality thereof. 7.2. No portion of the Principal Amount or interest earned thereon shall be(i)us:d in making loans the payment of principal or interest of which are to be guaranteed, in whole or in part, by the United States or any ages icy or instrumentality thereof,or(ii)invested,directly or indirectly, in federally insured deposits or accounts if such investment would c<use the financing under the Financing Documents to be "federally guaranteed"within the meaning of Section 149(b)of the Code. Section 8. Post-Issuance Compliance. 8.1 In the event an action takes place (or is anticipated to take place)that wiI cause the Equipment not to be used for qualified uses under Section 141 of the Code,Lessee will consult with bond counsel as soon e s practicable about taking remedial action as described in Treasury Regulation Section 1.141-12. Lessee will take all actions necessary to ensure that the "nonqualified bonds" (as defined in Treasury Regulation Section 1.141-12)are properly remediated in accordance w.th the requirements of the Treasury Regulations. Lessee is familiar with the Internal Revenue Service's Voluntary Compliance Agreemei it Program pursuant to which issuers of tax-exempt debt may voluntarily resolve violations of the Code and applicable Treasury Regulat:ons on behalf of the holders of such debt or themselves through closing agreements with the Internal Revenue Service. 8.2. Lessee will actively monitor the requirements of the Code and the Treasury I.egulations(a)set forth in this certificate and confirm that such requirements are met no less than once per year; (b)related to the allocatio i and accounting of proceeds to capital projects and will maintain a list that specifies the allocation of proceeds of the Lease to the cost of the Equipment; (b) related to arbitrage limitations, including yield restriction, rebate requirements and the investment of gross proceeds of the Lease. The offices within Lessee that are currently responsible for such monitoring are the administration and accounting df parments. Section 9. Miscellaneous. 9.1. Lessee shall keep a complete and accurate record of all owners or assign,,es of the Financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a) of ;he Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 9.2. Lessee shall maintain complete and accurate records establishing the exI enditure of the Principal Amount and interest earnings thereon for a period of five(5)years after payment in full under the Financing Do(uments. 9.3. To the best of the undersigned's knowledge, information and belief, the a)ove expectations are reasonable and there are no other facts,estimates or circumstances that would materially change the expectations ex pressed herein. 8/5/2014:SQ-ESC.DOC/rev.07/12.stl 3 IN WITNESS WHEREOF,this Tax Agreement and Arbitrage Certific ste has been executed on behalf of Lessee as of the Lease Date. CITY()F TY IEIE ISLAND, Lessee Bv-2 Nape Buelterman Title: Mayor 8/5/2014:13Q-ESC.DOC/rev.07/12.stl 4 EXHIBIT D Lease No.:09517 Equipment Schedule: 02 INCUMBENCY CERTIFI(ATE I do hereby certify as of the Lease Date specified in the Equipment Scl edule referenced above(the"Lease Date")that I am the duly elected or appointed and acting Clerk of Council of CITY OF TYBEE ISI AND,a political subdivision duly organized and existing under the laws of the State of Georgia("Lessee"),that I have custody of the rec)rds of such entity,and that the individuals named below are the duly elected or appointed officers of such entity holding the offices set foil i opposite their respective names. I further certify as of the Lease Date that(i)the officers of Lessee listec below have the authority on behalf of Lessee to execute and deliver the Master Lease Agreement dated as of June 18,2014 between Sun"rust Equipment Finance&Leasing Corp.and Lessee,all Equipment Schedules thereunder and all other documents, agreements and c rtificates contemplated by the foregoing; and (ii) the signatures set opposite the respective names and titles of such officers are their tru and authentic signature. NAME TITLE SIGNA TURE PHONE NUMBER Jason Buelterman Mayor 912-472-5080 IN WITNESS WHEREOF,I have duly executed this certificate as of ti e Lease Date. ByL'_ � �- ----,. Nam '. Jan LeVi ter Title: Clerk of Council2 2 Signatory cannot be an authorized signer of documents 8/5/2014:BQ-ESC/STB.DOC/rev.07/12sd EXHIBIT F Lease No.: Shown on Schedule I Equipment Schedule:Shown on Schedule I SUNTRUST EQUIPMENT FINANCE&LEASING CORP. ESCROW AGREEMEP T This ESCROW AGREEMENT,made and entered into as of the Date shown or Schedule I,by and among SUNTRUST EQUIPMENT FINANCE& LEASING CORP., a Virginia corporation("Lessor"),the lessee named on Schedule I,which is a political subdivision or public body politic and corporate of the State or Commonwealth shown on Sch rdule I ("Lessee"), and SUNTRUST BANK, a Georgia banking corporation,as Escrow Agent("Escrow Agent"). In consideration of the mutual covenants herein contained,the parties hereto agree as follows: ARTICLE I. DEFINITIONS AND RECITALS Section 1.1. Definitions. The terms defined in this Section 1.1 shall, for all purposes of this Escrow Agreement, have the meanings specified below or on Schedule I. "Acquisition Costs"means,with respect to the Equipment,the contract price r aid or to be paid to the person entitled to such payment upon acquisition or delivery of any portion of the Equipment in accordance with t re purchase order or contract herefore. Acquisition Costs may include the administrative,engineering,legal,financial and other costs incur•ed by Lessee in connection with the acquisition,delivery and financing of the Equipment,if approved by Lessor. "Equipment"means the personal property described in the Acceptance Certific;to executed pursuant to the Lease,together with any and all modifications,additions and alterations thereto,to be acquired from the money;held in the Equipment Acquisition Fund. "Equipment Acquisition Fund" means the account by that name established ;aid held by Escrow Agent pursuant to Article H of this Escrow Agreement. "Escrow Agent Fee"has the meaning set forth in Section 6.1 and the amount of;uch Escrow Agent Fee is shown on Schedule I. "Escrow Agreement"means this Escrow Agreement and any duly authorized an I executed amendment or supplement hereto. "Initial Deposit Amount"means the amount shown as the Initial Deposit Amour t on Schedule I. "Lease"means the Master Lease,together with the Equipment Schedule identifie d on Schedule I,by and between Lessee and Lessor,and any duly authorized and executed amendment or supplement thereto. "Master Lease" means the Master Lease Agreement, dated as of the date she wn on Schedule I, by and between Lessee and Lessor, including any Equipment Schedules entered into thereunder and any duly authoriz;d and executed amendment or supplement thereto. "Payment Request Form" means the document substantially in the form attac hed hereto as Exhibit A to be executed by Lessee and Lessor and submitted to Escrow Agent to authorize payment of Acquisition Costs. "Qualified Investments"means the ST Leasing—Corp Agency NOW Accour t, a SunTrust Deposit Account for Escrow customers of SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and SunTrus Bank. By signing this Escrow Agreement, Lessee acknowledges that such Qualified Investment is a permitted investment under any state, county or municipal law applicable to the investment of Lessee's funds. ARTICLE IL APPOINTMENT OF ESCROW AGENT;AUTHORITY Section 2.1. Annointment of Escrow Agent. Lessor and Lessee hereby appoiJ:t and employ Escrow Agent to receive,hold, invest and disburse the moneys to be paid to Escrow Agent pursuant to this Escrow Ag reement and to perform certain other functions, all as hereinafter provided. By executing and delivering this Escrow Agreement, Esc]ow Agent accepts the duties and obligations of Escrow Agent hereunder. 8/5/2014:BQ-ESC/STB.DOC/rev.07/12.stl Escrow Agent undertakes to perform only such duties as are expressly set fort} herein,and no additional duties or obligations shall be implied hereunder. In performing its duties under this Escrow Agreement, o- upon the claimed failure to perform any of its duties hereunder, Escrow Agent shall not be liable to anyone for any damages, Io:ses or expenses which may be incurred as a result of Escrow Agent so acting or failing to so act;provided, however,Escrow Agent shall not be relieved from liability for damages arising out of its proven gross negligence or willful misconduct under this Escrow i kgreement. Escrow Agent shall in no event incur any liability with respect to(i)any action taken or omitted to be taken in good faitt upon advice of legal counsel,which may be counsel to any party hereto, given with respect to any question relating to the duties and responsibilities of Escrow Agent hereunder or (ii) any action taken or omitted to be taken in reliance upon any instrument delivered t Escrow Agent and believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agen shall not be bound in any way by any agreement or contract between Lessor and Lessee, including the Master Lease,whether or n it Escrow Agent has knowledge of any such agreement or contract. Section 2.2. Authority. Each of the parties has authority to enter into this E crow Agreement, and has taken all actions necessary to authorize the execution of this Escrow Agreement by the representatives whose si;natures are affixed hereto. ARTICLE III. EQUIPMENT ACQUISITION FUND Section 3.1. Equipment Acquisition Fund. Escrow Agent shall establish E. special escrow account designated as the "Equipment Acquisition Fund" (the "Equipment Acquisition Fund"), shall keep such Equips lent Acquisition Fund separate and apart from all other funds and moneys held by it and shall administer such Equipment Acquisition Fur d as provided in this Escrow Agreement. Section 3.2. Deposit. Upon execution of the Lease and delivery to Lessor by Le see of all documents required to be delivered thereunder, Lessor shall deposit or cause to be deposited with Escrow Agent an amount equal to the Initial Deposit Amount.Escrow Agent shall credit such amount to the Equipment Acquisition Fund.The Initial Deposit Amount is to be sent by Lessor to Escrow Agent by wire transfer to: SunTrust Bank,ABA#061000104,Account#9443001321,Account Name: Escrow Services Richmond,Beneficiary as shown on Schedule I,Attention:Matthew Ward. Section 3.3. Disbursements. Escrow Agent shall use the moneys in the Eq iipment Acquisition Fund from time to time to pay the Acquisition Cost of each item of Equipment,within a reasonable time of receipt l✓ith respect thereto of a Payment Request Form executed by Lessor and Lessee. Upon receipt of a Payment Request Form executed by Le:sor and Lessee,an amount equal to the Acquisition Cost as shown therein shall be paid directly by Escrow Agent to the person or entit; entitled to payment as specified therein. Although the Payment Request Form may have schedules,invoices and other supporting docun ent attached to it,Lessor will send to Escrow Agent only the page or pages showing the signatures of Lessor and Lessee, the Acquisiti(In Cost and related payment information, without such schedules, invoices or other supporting documentation. Escrow Agent may act:nd rely upon the signed Payment Request Form without the need to review or verify any such schedules,invoices or other supporting docu nentation. Section 3.4. Transfers Upon Completion. Unless all of the funds deposited t y Lessor in the Equipment Acquisition Fund have been previously disbursed pursuant to Section 3.3 or paid to Lessor pursuant to Sectic n 3.5,on the Ending Date shown on Schedule I,Escrow Agent shall pay upon written direction all remaining moneys in the Equipment Ac luisition Fund to Lessor or its assignee for application as a prepayment of the unpaid Principal under the related Lease. Any amounts paid pursuant to this Section 3.4 shall be subject to a prepayment fee equal to two percent(2%)of such amount. Lessor shall apply air punts received under this Section 3.4 first to unpaid fees, late charges and collection costs, if any, which have accrued or been incurred under the Master Lease, then to overdue Principal and Interest on the Lease and then,in the sole discretion of Lessor,either(i)to Princil aI payments thereafter due under the Lease in the inverse order of their maturities or(ii)proportionately to each Principal payment thereaft;r due under the Lease. In the event that Lessor elects to apply any such amounts in accordance with clause (i) of the preceding senter ce, Lessee shall continue to make Rental Payments as scheduled in the applicable Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause(ii)of this Section 3.4, Lessor shall provide Lessee with a revised Payment Schedule whic 1 shall reflect the revised Principal balance and reduced Rental Payments due under the Lease. Capitalized terms used in this Section 3.4 but not defined herein,shall have the meanings given to such terms in the Lease. Escrow Agent shall have no responsibility to see to the a opropriate application of any moneys returned under this Section 3.4. Section 3.5. Liquidation. Upon receipt of written notice from Lessor or Lessee that the Lease has been terminated pursuant to Sections 3.2 or 12.2 thereof,Escrow Agent shall liquidate all investments held in the Equil ment Acquisition Fund and transfer the proceeds thereof and all other moneys held in the Equipment Acquisition Fund to Lessor. Section 3.6.Responsible Party. Lessee shall be responsible for the initiation of the disbursement process pursuant to Section 3.3 hereof. Neither Escrow Agent nor Lessor shall be responsible for any additional monk: assessed to Lessee resulting from disbursements made from the Equipment Acquisition Fund. 8/5/2014:BQ-ESC.DOC/rev.07/12st1 2 ARTICLE IV. TRUST; INVESTMENT Section 4.1. Irrevocable Trust. The moneys and investments held by Escrow Agent under this Escrow Agreement are irrevocably held in trust for the benefit of Lessor and Lessee, and such moneys, together with a ay income or interest earned, shall be expended only as provided in this Escrow Agreement, and shall not be subject to levy or attachrr ent or lien by or for the benefit of any creditor of either Lessor or Lessee(other than Lessor's security interest granted hereunder). Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Equipment Acquisition Fund or any part of the Equipment Acquisition Fund or to file a ly financing statement under the Uniform Commercial Code of any jurisdiction with respect to the Equipment Acquisition Fund or an part thereof. Section 4.2. Investment. Moneys held by Escrow Agent hereunder shall be in/ested and reinvested by Escrow Agent only in Qualified Investments. Such investments shall be registered in the name of Escrow Agent and held by Escrow Agent for the benefit of Lessor and Lessee. Escrow Agent may purchase or sell to itself or any affiliate,as principal 3r agent,investments authorized by this Article IV. Such investments and re-investments shall be made giving full consideration for the time at which funds are required to be available. Any income received on such investments shall be credited to the Equipment Acgi isition Fund and any loss on such investments shall be charged to the Equipment Acquisition Fund. Escrow Agent shall not be respons ble or liable for any loss suffered in connection with any investment of moneys made by it in accordance with this Article IV. Section 4.3. Disposition of Investments. Escrow Agent shall,without further Erection from Lessor or Lessee,sell such investments as and when required to make any payment from the Equipment Acquisition Fund. Section 4.4. Accounting. Escrow Agent shall keep complete and accurate r;cords of all moneys received and disbursed under this Escrow Agreement which shall be available for inspection by Lessor or Lessee, )r the agent of either of them,at any time during regular business hours upon prior written request. Escrow Agent shall furnish to Lesso-and Lessee no less than quarterly an accounting of all investments and interest and income therefrom. Section 4.5. Termination. This Escrow Agreement shall terminate upon di;bursement by Escrow Agent of all moneys held by it hereunder. Notwithstanding the foregoing, this Escrow Agreement shall not Ile considered to be terminated until all fees, costs and expenses of Escrow Agent have been paid in full. Upon termination,Escrow Aga nt shall be discharged from all duties and responsibilities under this Escrow Agreement. ARTICLE V. ESCROW AGENT'S AUTHORITY; INDEMNIFICATIC'N Section 5.1. Validity. Escrow Agent may act upon any writing or instrument or signature which it believes to be genuine,may assume the validity and accuracy of any statement or assertion contained in such a writing or:nstrument,and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provision; hereof has been duly authorized to do so, and Escrow Agent shall be under no duty to make any investigation or inquiry as to any of the foregoing. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or i alidity of any instrument deposited with it, nor as to the identity,authority or right of any person executing the same. Escrow Agent shall be entitled to rely upon any statement,certificate,documen.or instrument presented to it by or on behalf of Lessee by any of Lessee's Authorized Representatives shown on Schedule I and shall be entitled to rely upon any such statement, certificate, document or instrument presented to it by any other person who identifies himsc if or herself as an authorized representative of Lessee. Section 5.2. Use of Counsel and Agents. Escrow Agent may execute any of th;trusts or powers hereof and perform the duties required of it hereunder by or through attorneys,agents,or receivers. Escrow Agent shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder and shall be paid or reimbursed the reasonable fees;Irid expenses of such counsel,as provided in Section 6.1. Escrow Agent shall not be answerable for the default or misconduct of any such ittorney,agent,or receiver selected by it with reasonable care. Section 5.3. Interpretation. As an additional consideration for and as an inducement for Escrow Agent to act hereunder, it is understood and agreed that, in the event of any disagreement between the panties to this Escrow Agreement or among them or any other persons resulting in adverse claims and demands being made in connecti,m with or for any money or other property involved in or affected by this Escrow Agreement, Escrow Agent shall be entitled, at the Dption of Escrow Agent, to refuse to comply with the demands of such parties,or any of such parties,so long as such disagreement s all continue. In such event,Escrow Agent shall make no delivery or other disposition of the Equipment Acquisition Fund or any part of the Equipment Acquisition Fund. Anything herein to the contrary notwithstanding, Escrow Agent shall not be or become liable to such parties or any of them for the failure of Escrow Agent to comply with the conflicting or adverse demands of such parties or any )f such parties. Escrow Agent shall be entitled to continue to refrain and refuse to deliver or otherwise dispose of the Equipment Acquisition Fund or 8/5/2014 BQ-ESC.DOC/rev.07/12.st1 3 any part thereof or to otherwise act hereunder,as stated above,unless and until: 1. the rights of such parties have been finally settled by bin,ling arbitration or duly adjudicated in a court having jurisdiction of the parties and the Equipment Acquisition Fund;or 2. the parties have reached an agreement resolving their differe ices and have notified Escrow Agent in writing of such agreement and have provided Escrow Agent with indemnity satisfactory to I F,scrow Agent against any liability, claims or damages resulting from compliance by Escrow Agent with such agreement. In the event of a disagreement between such parties as described above, Escr nu Agent shall have the right, in addition to the rights described above and at the option of Escrow Agent,to tender into the registr) or custody of any court having jurisdiction, all money and property comprising the Equipment Acquisition Fund and may take such c ther legal action as may be appropriate or necessary, in the opinion of Escrow Agent. Upon such tender,the parties hereto agree that Escrow Agent shall be discharged from all further duties and responsibilities under this Escrow Agreement;provided, however, that th:filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing and discharge of Escrow Agent of its duties and responsibilities hereunder. The parties hereto jointly and severally agree that,whether under this Section 5.3 or any other provisions of this Escrow Agreement,in the event any controversy arises under or in connection with this Escrow Agree nent or the Equipment Acquisition Fund or in the event that Escrow Agent is made a party to or intervenes in any litigation pertaining o this Escrow Agreement or the Equipment Acquisition Fund,to pay to Escrow Agent reasonable additional compensation for its extraordinary services and to reimburse Escrow Agent for all costs and expenses associated with such controversy or litigation,including rea:onable attorney's fees. Section 5.4. Limited Liability of Escrow Agent. Escrow Agent shall not be li:.ble in connection with the performance or observation of its duties or obligations hereunder except for in the case of its proven gross negli fence or willful misconduct.Escrow Agent shall have no obligation or liability to any of the other parties under this Escrow Agreement fc r the failure or refusal of any other party to perform any covenant or agreement made by such party hereunder or under the Master Lease,but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Escrow Agent hereunder. Section 5.5. Indemnification. Escrow Agent shall have no obligation to :ake any legal action in connection with this Escrow Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which would or might involve it in any cost,expense,loss or IiabiIity unless security and indemnity,a: provided in this Section 5.5,shall be furnished. To the extent permitted by applicable law,Lessee agrees to indemnify Escrow A;ent and it officers,directors,employees and agents and save Escrow Agent and its officers, directors, employees and agents harmleE s from and against any and all Claims (as hereinafter defined)and Losses (as hereinafter defined)which may be incurred by Escrow Agent or any of such officers, directors, employees or agents as a result of Claims asserted against Escrow Agent or any of such offi;ers, directors, employees or agents as a result of or in connection with Escrow Agent's capacity as such under this Escrow Agreemer t by any person or entity. For the purposes hereof,the term "Claims" shall mean all claims, lawsuits, causes of action or other leg2 1 actions and proceedings of whatever nature brought against (whether by way of direct action, counterclaim, cross action or im)leader) Escrow Agent or any such officer, director, employee or agent, even if groundless, false or fraudulent, so long as the c.aim, lawsuit, cause of action or other legal action or proceeding is alleged or determined, directly or indirectly,to arise out of, resu t from,relate to or be based upon, in whole or in part: (a)the acts or omissions of Lessor or Lessee, (b)the appointment of Escrow/i gent as escrow agent under this Escrow Agreement,or (c)the performance by Escrow Agent of its powers and duties under this Escro nv Agreement;and the term"Losses"shall mean losses, costs, damages, expenses,judgments and liabilities of whatever nature (includi 1g but not limited to attorneys',accountants' and other professionals' fees, Iitigation and court costs and expenses and amounts pai i in settlement), directly or indirectly resulting from, arising out of or relating to one or more Claims. Upon the written request of Escrow Agent or any such officer, director,employee or agent (each referred to hereinafter as an "Indemnified Party"), and to the e xtent permitted by law, Lessee agrees to assume the investigation and defense of any Claim, including the employment of counsel acceptable to the applicable Indemnified Party and the payment of all expenses related thereto and, notwithstanding any such assuir ption, the Indemnified Party shall have the right, and Lessee agrees to pay the cost and expense thereof, to employ separate counse with respect to any such Claim and participate in the investigation and defense thereof in the event that such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party which are different from or additional to those available to either Lessor or Lessee. Lessee hereby agrees that the indemnifications and protections afforc ed Escrow Agent in this Section 5.5 shall survive the termination of this Escrow Agreement. ARTICLE VI. COrt4PENSATION Section 6.1. Escrow Agent Fee. Escrow Agent and/or Lessor shall be paid by L;ssee the Escrow Agent Fee shown on Schedule I for the 8/5/2014:BQ-ESC.DOC/rev.07/I2st: 4 ordinary services to be rendered hereunder (the "Escrow Agency Fees") from interest earnings from a deduction taken by Lessor and expressly authorized by Lessee at the time the Escrow Account is closed,and wil be paid and/or reimbursed by Lessee upon request for all costs, expenses, disbursements and advances, such as reasonable attorney's fee and court costs, incurred or made by Escrow Agent in connection with carrying out its duties hereunder,including the costs,expenses,c isbursements and advances described in Sections 5.2,5.3 and 6.2. The Escrow Agent Fee and such other costs, expenses, disbursement; and advances shall be payable solely from the interest earnings from the Equipment Acquisition Fund. In the event a shortfall occurs,;aid shortfall shall be the responsibility of Lessee and not the responsibility of Escrow Agent,Lessor,or their agents or assigns. Such shot tfall shall be paid by Lessee to Escrow Agent within 30 days following receipt by Lessee of a written statement setting forth such shortf ill. Section 6.2. Investment Fees. Escrow Agent shall be entitled to charge re asonable fees and commissions in connection with the investment by it of amounts held in the Equipment Acquisition Fund(the"Inver tment Fees"). Investment Fees are more fully delineated and defined in any prospectus referenced in or attached to the attached Schedu e I. Other Investment Fees may apply for self-directed investment choices or for extraordinary investments outside the Qualified Invests tent defined herein. Lessor and Lessee hereby authorize Escrow Agent to periodically deduct the Investment Fees from investment earnin:s on the Equipment Acquisition Fund. Section 6.3. Security for Fees and Expenses. As security for all fees and expa nses of Escrow Agent hereunder and any and all losses, claims, damages, liabilities and expenses incurred by Escrow Agent in conne ction with its acceptance of appointment hereunder or with the performance of its obligations under this Escrow Agreement and tc secure the obligation of Lessee to indemnify Escrow Agent as set forth in Section 5.5, Escrow Agent is hereby granted a security interest in and a lien upon the Equipment Acquisition Fund, which security interest and lien shall be prior to all other security inter,;sts, liens or claims against the Equipment Acquisition Fund or any part thereof ARTICLE VII. CHANGE OF ESCROW AGENT Section 7.1. Removal of Escrow Agent. Lessor and Lessee, by written agre;ment, may by written request, at any time and for any reason, remove Escrow Agent and any successor thereto, and shall thereupon tppoint a successor or successors thereto, but any such successor shall have capital (exclusive of borrowed capital)and surplus of at lea it Fifty Million Dollars($50,000,000), and be subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to statute or the requirements of any federal or state supervising or exan ining authority,then for the purposes of this Section 7.1, the combined capital and surplus of such bank or trust company may be conclus vely established in its most recent report of condition so published. Section 7.2. Resignation of Escrow Agent. Escrow Agent may resign at any ti me from it obligations under this Escrow Agreement by providing written notice to the parties hereto. Such resignation shall be effective on the date set forth in such written notice which shall be no earlier than 30 days after such written notice has been given, unless an e;rlier resignation date and the appointment of a successor Escrow Agent shall have been approved by Lessor and Lessee. In the event no si ccessor escrow agent has been appointed on or prior to the date such resignation is to become effective, Escrow Agent shall be entit ed to tender into the custody of a court of competent jurisdiction all assets then held by it hereunder and shall thereupon be relieved of all further duties and obligations under this Escrow Agreement. Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. Section 7.3. Merger or Consolidation. Any entity into which Escrow Agent may be merged or converted, or with which it may be consolidated,or any entity resulting from any merger, conversion or consolidatic n to which it shall be a party,or any company to which Escrow Agent may sell or transfer all or substantially all of its corporate trust busi ness(provided that such company shall be eligible under Section 7.1)shall be the successor to Escrow Agent without any execution or filin;;or further act. ARTICLE VIII. ADMINISTRATIVE PROVISIONS. Section 8.1. Notice. All written notices to be given under this Escrow Agreerr.ent shall be given by mail, by facsimile or by overnight courier to the party entitled thereto at its contact information specified on Sche Rule I, or at such contact information as the party may provide to the other parties hereto in writing from time to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified form,with postage full, prepaid,or if given by other means,when delivered at the address or facsimile number specified in Schedule I. Any notice given by any tarty shall be given to both other parties. Section 8.2. Assignment. Except as expressly herein provided to the contrary, the rights and duties of each of the parties under this Escrow Agreement shall not be assignable to any person or entity without the wr ten consent of all of the other parties. Notwithstanding the above, Lessor may freely assign all or any part of its interest in this Escrc w Agreement and the Equipment Acquisition Fund in connection with an assignment by Lessor of its rights under the Lease. Section 8.3. Binding Effect. This Escrow Agreement shall be binding upon ar d inure to the benefit of the parties and their respective 8/5/2014:BQ-ESCDOC/rev.07/12stl 5 successors and assigns. Section 8.4. Severability. In the event any provision of this Escrow Agreeme t shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable;ny other provision hereof. Section 8.5. Entire Agreement;Amendments. This Escrow Agreement constil utes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and representations, express or implied. By execution of this Escrow Agreement, F scrow Agent shall not be deemed or considered to be a party to any other document,including the Master Lease. This Escrow Agreement may be amended, supplemented or modified only by w itten documents duly authorized,executed and delivered by each of the parties hereto. Section 8.6. Captions. The captions or headings in this Escrow Agreement.ire for convenience only and in no way define, limit or describe the scope or intent of any provisions,Articles,Sections or clauses hereof Section 8.7. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver,or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be necessary or proper to carry out the intention or to facilitate the perform;nce of the parties under this Escrow Agreement,and for better assuring and confirming the rights and benefits provided herein. Section 8.8. Governing Law. This Escrow Agreement shall be construf d and governed in accordance with the laws of the Commonwealth of Virginia. Section 8.9. Execution in Counterparts. This Escrow Agreement may be s imultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same E;crow Agreement. Section 8.10. Waiver of Jury Trial. Lessor,Lessee and Escrow Agent hereby iaive any right to trial by jury in any action or proceeding with respect to,in connection with or arising out of this Escrow Agreement. Section 8.11. No Tax Reporting. Escrow Agent will not be responsible for ta, reporting of any income on the Equipment Acquisition Fund. [SIGNATURE PAGES FOLLOW] [REMAINDER OF PAGE LEFT INTENTI■)NALLY BLANK] 8/5/2014 13Q-ESC DOC/rev.07/I2.stl 6 EXECUTION PAGE OF ESCROW,►GREEMENT IN WITNESS WHEREOF,the parties have executed this Escrow Agreement as of the Date of Escrow Agreement shown on Schedule I. SUNTRUST BANK, SUNTRUST E('UIPMENT FINANCE& Escrow Agent LEASING COI tP., Lessor By: By: Name: Name: Title: Title: CITY OF TYBI.E ISLAND, Lessee Name: Jason B ielterman [SEAL] Title: Mayor Schedule I Information to Complete Escrow Agreement Exhibit A Payment Request Form 8/5rz01413Q-ESC.DOCfrev.07l12.sd 7 SCHEDULE I INFORbIATION TO COMPLETE ESCROW AGREEMENT Lease Number: 09517 Equipment Schedule: 002 Date of Escrow Agreement: Name of Lessee: CITY OF TYBEE ISLAND Lessee's State/Commonwealth: Georgia Fees: $250.00(Escrow Agent) Investment Fees,if any,are more ully defined on the attached prospectus,if any Extension and other fees may be a)plicable if not disbursed by the Ending Date. Initial Deposit Amount: 167.600.00 Date of Master Lease Agreement: June 18.2014 Beneficiary Name for Fund: CITY OF TYBEE ISLAND Ending Date: Lessee's Address: 403 Butler Avenue Tybee Island,GA 31328 Attention: Jason Buelterman Lessee's Telephone: 912/472-5080 Lessee's Facsimile: 912/786-9465 Lessee's Taxpayer Identification Number: 58-6000661 Lessee's Authorized Representatives Jason Buelterman.Mayor(name/ti tle) - [signature] [n nne/title] [signature] Escrow Agent's Address: SunTrust Bank 919 East Main Street,7th Floor Richmond,VA 23219 Attention: Matt Ward Escrow Agent's Telephone: (804)782-7182 Escrow Agent's Facsimile: (804)782-7855 Lessor's Address: SUNTRUST EQUIPMENT FINA\ICE&LEASING CORP. 300 East Joppa Road,7th Floor Towson,Maryland 21286 Attention: Escrow Disbursement Coordinator Lessor's Telephone: (410)307-6749 Lessor's Facsimile: (410)307-6665 Lessor's Taxpayer Identification Number: 26-1256148 8/5/2014:8Q-ESC/STB.DOC/rcv.07,12.stl Lease Number:09517 Equipment Schedule:002 EXHIBIT A • PAYMENT REQUEST FORM N). SUNTRUST BANK,as Escrow Agent under an Escrow Agreement dat;d as of the Lease Date(the"Escrow Agreement")by and among Escrow Agent, SUNTRUST EQUIPMENT FINANCE& LEASING CORP.,as Lessor,and CITY OF TYBEE ISLAND.as Lessee, is hereby requested to pay,from the Equipment Acquisition Fund,to the person or entity designated below as payee,that amount set forth opposite each such name, in payment of the Acquisition Costs of the Equipment designated opposite such payee's name and described on the attached page(s). The terms capitalized in this Payment Requ sst Form but not defined herein shall have the meanings assigned to them in the Escrow Agreement. Pavee/Pavment Instructions Amour t Equipment Lessee hereby certifies that: 1. Attached hereto is a duplicate original or certified copy of the following documents relating to the order, delivery and acceptance of the Equipment described in this Payment Request Form: (a) a manufacturer's or dealer's invoice; and (b) unless this Payment Request Form relates to partial payment of a Vendor,as defined in the Lease,in connection with a purchase order approved by Lessor,Lessee's Acceptance Certificate relating to the Equipment. 2. The representations and warranties contained in the Lease are tat ue and correct as of the date hereof. 3. No Non-Appropriation or Event of Default,as each such term s defined in the Lease,or event which with the giving of notice or passage of time or both would constitute an Event of Default,has occurrt Dated:L' .20f CITY OF TYBEE ISLAND, SUNTRUST UIPMENT FINANCE& Lessee LEASING COF P., Lessor By: .. B Y Name:Jas oi uelterman N : . Title: Mayor / Title: Date: �!'`� /51 Date: 8/5/2014.BQ-ESC/STB.DOC/rev.07/12.sti EXI 1EIT GA Lease No.: 09517 Equipment Schedule: 02 TO: Georgia Interlocal Risk Management Agency Attn: Lindsey Albright 404-224-5044 Insert Insurance Agent Name&Address Phone Number and Fax Number Gentlemen: CITY OF TYBEE ISLAND has entered into a Master Lease Agreement dated as of June 18, 2014 with SUNTRUST EQUIPMENT FINANCE LEASING CORP. In accordance with the Agreement,Lessee certifies that it has instructed the insurance agent named above to issue: a. All Risk Physical Damage Insurance on the leased Equipment eviden:ed by a Certificate of'Insurance and Long Form Loss Payable Clause naming SUNTRUST EQUIP ENT FINANCE&LEASING CORP.r nor its assigns as Loss Payee. The Coverage Required is$167 600.00. b. Public Liability Insurance evidenced by a Certificate of Insuran:e naming SUNTRUST EQUIPMENT FINANCE & LEASING CORP.and/or its assigns as Additional Insured. The following minimum coverage is required: Liability: $ 500,000.00 per person Liability-Bodily Injury: $1,000,000.00 aggregate Liability-Property Damage: $1,000,000.00 property dh mage liability OPERTY: Vendor: Flint Equipment Company Equipment: One(1)Norann 65E Motor Grader,Unit#F553751,S/N 65ET-9766 One(1)John Deere 310SK i:ac➢dvoe Load�r LOCATION: 76 Polk Street,Chatham County,Tybee Island,GA 31328 Upon issuance of the coverage outlined above, please mail a eel tificate of insurance to SUNTRUST EQUIPMENT FINANCE •. LEASING CORP.,300 East Joppa Road,7th Floor,Towson,l%1 D 21286. Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated. Very truly yours, CITY FT OF TYBEE ISLAND, B � ' . iS.��r, - Nam ason Buelterman Title: M'pr Date: 8/5/201413Q-ESGSTB.DOC/rev.07 12.st1 EXHIBIT G-2 Lease Number:09517 Equipment Schedule: 02 QUESTIONNAIRE FOR SELF-INS URANCE TO MASTER LEASE AGREED LENT In connection with the Master Lease Agreement (the "Agreement"), dated as o June 18, 2014, made and entered into by and between SUNTRUST EQUIPMENT FINANCE & LEASING CORP., as Lessor "Lessor"), and the lessee identified below, as Lessee ("Lessee"),Lessee warrants and represents to Lessor the following information z s of the Lease Date specified in the Equipment Schedule referenced above(the"Lease Date") . The terms capitalized herein but not defin ed herein shall have the meanings assigned to them in the Agreement. 1. Property Insurance. a. Lessee is self-insured for damage or destru on to the Equipment. YES NO (circle one) If yes,the dollar amount limit for prope age to the Equipment c nder Lessee's self-insurance program is$ b. Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for property damage to the Equipment as indicated above. YES NO (circle one) If yes,the umbrella policy provides coverage for all risk property clan age. YES NO (circle one) If yes,the dollar limit for property damage to the Equipment under si ch umbrella policy is$ 2. Liability Insurance. a. Lessee is self-insured for liability for injury or death of any person or iamage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes,the dollar limit for such liability clainis under Lessee's self-insu-ance program is$ b. Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for liability including injury or death of persons or damage to property as indicate(]above. YES NO (circle one) If yes,the umbrella policy provides coverage-fo'r liabilities for injury a 1d death to persons as well as damage or loss of property arising out of or relating to the condition or operation of the I:quipment. YES NO (circle one) If yes,the dollar amount of the umbrella policy's limits for sucl d liability coverage is$ 3A. Self Insurance Fund. a. Lessee maintains a self-insurance fund. YES NO (circle one) If yes, please complete the following: Monies in the self-insurance fund are subject to annual appropriation. YES NO (circle c ne) The total amount maintained in the self-insurance fund to cover Lessee's self-insurance liabilities is$ - b. Amounts paid from Lessee's self-insurance fund are subject to limitat ons for each claim. YES NO (circle one) If yes,the dollar amount of limit per claim is-$ 8/5/2014:BQ-ESC/STB.DOC/rev.07/I2,sd 3B. No Self Insurance Fund. a. If Lessee does not maintain a self-insurance fund,please complete the following: Lessee obtains funds to pay claims for which it has self-insured from tie following sources: Arr loolf b. The limitations on the amounts payable for claims from the above sot.rces are as follows: h'1 r r,i c' en} 4. Authority. a. The following entity or officer has authority to authori payment for ;laim: b. In the event the entity or officer named in the prior response denies pE yment of a claim,does the claimant have recourse to another administrative off c r,agency or the courts? ti S NO (circle one) If yes,to whom does the claimant have recourse? /14 4 y 4-1 / kA=4--Zs 5. Certificates of Insurance. Attached hereto are copies of certificates of insurance with respect to pol cies maintained by Lessee. IN WITNESS WHEREOF,Lessee has caused this Questionnaire to be execute I as a supplement to the representations of Lessee in the Agreement by its duly authorized officer as of the Lease Date. CITY OF TYBEE ISLAND, Lessee By Nameon Buelterman Title: Mayor Telephone: 912/472-5080 Facsimile: 912/786-9465 Attachment 8/5/20I4:BQ-ESC.DOC/rcv.07/12.stl 2 SUNTRUST EQUIPMENT FINANCE& LEASING CORP. ADDENDUM TO EQUIPMENT SCE EDULE NO.02 TO MASTER LEASE AGREEMENT(I EASE NO.09517) RELATING TO SELF-INSUI LANCE THIS ADDENDUM is made as of as of the Lease Date specified in the Eql iipment Schedule referenced above (the "Lease Date"), between SUNTRUST EQUIPMENT FINANCE&LEASING CORP.("Lessc r")and CITY OF TYBEE ISLAND("Lessee"). Recitals A. Lessor and Lessee have entered into a Master Lease Agreement dated as of Ju ie 18,2014(the"Agreement"). B. Lessee desires to lease equipment described in Equipment Schedule No. l'2 to the Agreement (the "Equipment") and Lessee has requested that Lessor lease such Equipment to Lessee. C. With respect to Equipment Schedule No.02,Lessee has requested that Lessor permit it to provide self-insurance for liability claims and property damage. D. Lessor is willing to grant Lessee's request subject to the following terms and c)nditions. NOW,THEREFORE,in consideration of the premises and mutual covenants an i agreements contained herein and in the Agreement,it is hereby agreed as follows: 1. The terms capitalized in this Addendum but not defined herein shall hive the meanings assigned to them in the Agreement. 2. Lessee hereby represents and warrants that all representations and w.trranties contained in the Agreement are true and correct as of the Lease Date and that neither a Non-Appropriation nor any Event of Defi ult or event which,with the passage of time or giving of notice or both,would constitute an Event of Default has occurred under the Agree nent. 3. All other terms and conditions of the Agreement not specifically ar tended by this Addendum shall remain in full force and affect and are hereby ratified and confirmed by Lessee. 4. Lessee represents and warrants that all representations and warranties contained in the Questionnaire for Self- Insurance to Master Lease Agreement(the"Questionnaire")are true and correct as of the Least Date. 5. Lessor acknowledges receipt of the Questionnaire and, in reliance it ton the information provided therein, agrees that Lessee may satisfy the requirements of Sections 7.1 through 7.3 of the Agreement wi h respect to Equipment Schedule No. 02 through self- insurance. 6. By written notice to Lessee,Lessor may revoke its agreement relativ,:to Equipment Schedule No. 02 to accept self-insurance in lieu of the insurance required by Section 7.1 through 7.3 of the Agreement ;t any time during the related Lease Term when Lessor deems itself insecure with respect to such self-insurance. Within thirty(30)days pf receipt of notice from Lessor,Lessee agrees to obtain insurance in compliance with Section 7.1,7.2 and 7.3 of the Agreement and provic.e evidence thereof to Lessor. IN WITNESS WHEREOF,the parties by their duly authorized officers have exe;uted this Addendum as of the Lease Date. CITY OF TYBEE ISLAND, SUNTE UST EQUIPMENT FINANCE& Lessee LEASE IG CORP., Lessor By: By: l � Name'Tasi Buelterman Name: •Title: Mayor Mayor Title: r" 8/5/2014:BQ-ESC.DOC/rev.07/12stl 3 PAGE TO BE REPLACED IBY UCC IFIINAF'CIING STATP`177NT1 8/5/20I4:13Q-ESCrs78.DOGrev.07n 2.st1 SCHEDULE A TO FINANCING ST.kTEMENT OF CITY OF TYBEE ISLAND,AS DI BTOR,AND SUNTRUST EQUIPMENT FINANCE&LEASING 7ORP.,AS SECURED PARTY Continuation of Collateral Description The financing statement to which this Schedule A is attached cove s the types of property described on the face of such financing statement and all of the Debtor's right,title and interest in and to(col ectively,the"Collateral"): Vendor: Flint Equipment Company Equipment: One(1)Noram 65E Motor Grader,Unit l f553751,S/N 65ET-9766 One(1)John Deere 310SK Baekhoe Loac er (a) the equipment described in Equipment Schedule No.02 dated as c f (the "Equipment Schedule") to the Master Lease Agreement dated as of June 18, 2014 (the "Agreement," an( together with the Equipment Schedule, the "Lease") between Debtor, as lessee,and Secured Party, as lessor, as such Lease may be amended,modified or supplemented from time to time together with all of Debtor's right, title and interest in and to the Equipm mt Acquisition Fund established in Debtor's name at SUNTRUST BANK("Escrow Agent")pursuant to the Escrow Agreement(fat d as of (the "Escrow Agreement") among Debtor,Secured Party and Escrow Agent; (b) to the extent not included in the foregoing,all books,Iedgers and records and all computer programs,tapes,discs,punch cards, data processing software, transaction files, master files and related p-operty and rights (including computer and peripheral equipment)necessary or helpful in enforcing,identifying or establishing any item of Collateral;and (c) to the extent not included in the foregoing,all repairs,replacemer ts,substitutions and modifications and all proceeds and products of any or all of the foregoing,whether existing on the date hereof or a ising hereafter. 8/5/2014:13Q-ESC/S1B.DOC/rev.01/12.stl Form 8038-G Information Return for Tax-Exempt Gol'ernmental Obligations (Rev.September2011) ■Under Internal Revenue Code se;tion 149(e) OMB No.1545-0720 ►See separate instructiot Department of the Treasury Caution:if the issue price is under$100,000,use Form 8038-GC. Internal Revenue Service Part I Reporting Authority If Amended Return,check here I► ❑ 1 Issuer's name 2 Issuer's employer identification number(EIN) 3a Name of person(other than issuer)with whom the IRS may communicate about this return(se;instructions) 3b Telephone number of other person shown on 3a 4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only) 131 6 City,town,or post office,state,and ZIP code 7 Date of issue 8 Name of issue 9 CUSIP number 10a Name and title of officer or other employee of the issuer whom the IRS may call for more infor nation(see 10b Telephone number of officer or other instructions) employee shown on 10a Part II Type of Issue (enter the issue price).See the instructions ai id attach schedule. 11 Education 11 12 Health and hospital 12 13 Transportation 13 14 Public safety 14 15 Environment(including sewage bonds) 15 16 Housing 16 17 Utilities 17 18 Other. Describe • 18 19 If obligations are TANs or RANs, check only box 19a ® ❑ If obligations are BANs,check only box 19b I► ❑ 20 If obligations are in the form of a lease or installment sale,check box ® ❑ Part III Description of Obligations.Complete for the entire issue 1 Dr which this form is being filed. (a)Final maturity date (b)Issue price (c)Stated reder ption (d)Weighted price at matu ity average maturity (e)Yield 21 1 1 $ 1 $ 1 years % Uses of Proceeds of Bond Issue(including underwriters' discount) 22 Proceeds used for accrued interest 22 I 1 23 Issue price of entire issue(enter amount from line 21,column(b)) 23 1 1 24 Proceeds used for bond issuance costs(including underwriters'discount). . 124 I 25 Proceeds used for credit enhancement ( 25 26 Proceeds allocated to reasonably required reserve or replacement fund 126 27 Proceeds used to currently refund prior issues 127 28 Proceeds used to advance refund prior issues 128 29 Total(add lines 24 through 28) 29 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and e lter amount here) . . 30 Part V Description of Refunded Bonds. Complete this part only 1 Dr refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currE ntly refunded . . . . ® years 32 Enter the remaining weighted average maturity of the bonds to be adva ice refunded . . . ► years 33 Enter the last date on which the refunded bonds will be called(MM/DD YYYY) Bo- 34 Enter the date(s)the refunded bonds were issued I►(MM/DD/YYYY) For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2011) Form 8038-G(Rev.9-2011) Page 2 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under s action 141(b)(5) . . . 135 I I 36a Enter the amount of gross proceeds invested or to be invested in a guar anteed investment contract (GIC)(see instructions) 36a b Enter the final maturity date of the GIC► c Enter the name of the GIC provider► 37 Pooled financings: Enter the amount of the proceeds of this issue that,ire to be used to make loans to other governmental units 37 38a If this issue is a loan made from the proceeds of another tax-exempt is ue,check box► ❑and enter the following information: b Enter the date of the master pool obligation► c Enter the EIN of the issuer of the master pool obligation► d Enter the name of the issuer of the master pool obligation► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(sn all issuer exception),check box . . . ► ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,chec k box ► ❑ 41a If the issuer has identified a hedge,check here► ❑ and enter the foil'>wing information: b Name of hedge provider► c Type of hedge► d Term of hedge► 42 If the issuer has superintegrated the hedge,check box Is ❑ 43 If the issuer has established written procedures to ensure that all ionqualified bonds of this issue are remediated according to the requirements under the Code and Regulations(see ins:ructions),check box ► ❑ 44 If the issuer has established written procedures to monitor the requirem ants of section 148,check box ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures,cl eck here • ❑ and enter the amount of reimbursement ► b Enter the date the official intent was adopted► Under penalties of perjury,I declare that I have examined this return and accomp nying schedules and statements,and to the best of my knowledge Signature and belief,they are true,correct,and complete.I further declare that I consent to he IRS's disclosure of the issuer's return information,as necessary to and process this return,to the person that I have authorized above. Consent ��: � C Win -c-i ._ Signatti-e of issuer's authorized representative Date Type or print name and title Paid Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN Preparer self-employed Use Only I Firm's name ► I Firm's EIN ► Finn's address D. I Phone no. Form 8038-G(Rev.9-2011) LAW OFFICES CALLAWAY, BRAUN, RIDDLE SL HUGHES P.C. A PROFESSIONAL CORPORATION TIMOTHY F.CALLAWAY,III 301 WEST CONGRESS STREE REPLY TO: DANA F.BRAUN SAVANNAH,GEORGIA 31401 POST OFFICE BOX 9150 R.KRANNERT RIDDLE SAVANNAH,GEORGIA31412 EDWARD M.HUGHES TELEPHONE(912)238-2750 D.SCOTT PORCH,IV FACSIMILE(912)238 2767 THOMAS E.BRANCH,III Voice Mail Extension-108 E-Mail-Shughesccicbrhiaw.cor. August 25, 2014 SunTrust Equipment Finance & Leasing Corp. 300 East Joppa Road, 7th Floor Towson, Maryland 21236 RE: Master Lease Agreement dated as of June 18, 201 I (the"Agreement")by and between SUNTRUST EQUIPMENT FINANCE LEASING CORP. ("Lessor") and CITY OF TYBEE ISLAND ("Lessee") Ladies and Gentlemen: We have acted as counsel to Lessee with respect :o the above referenced Agreement and related matters, and in this capacity have reviewed a du plicate original or certified copy of the Agreement and Equipment Schedule No. 01 executed pursuant thereto (together with the Agreement, the "Lease") and the Escrow Agreement dated as of between Lessor, Lessee and SunTrust Bank, as Escrow Agent (the "Escrow Agreement," and together with the Lease, the "Financing Documents." T le terms capitalized in this opinion but not defined herein shall have the meanings assigned to them in the Lease. Based upon the examination of these and such other documents as have d;emed relevant, it is our opinion that: 1. Lessee is a political subdivision of the St ate of Georgia (the "State") within the meaning of Section 103(c) of the Internal Revenue Cc de of 1985, as amended, and is duly organized, existing and operating under the Constitution z nd laws of the State. 2. Lessee is authorized and has the power ander applicable law to enter into the Financing Documents, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Financing Documents have been dub authorized, executed and delivered by and on behalf of Financing Documents, and are legal, 'alid and binding obligations of Lessee enforceable in accordance with their terms, except as e aforcement thereof may be limited by bankruptcy, insolvency and other similar laws affectin; the enforcement of creditors' rights generally and by general equitable principles. 4. The authorization and execution of the Financing Documents and all other proceedings of Lessee relating to the transactions conten plated thereby have been performed in accordance with all applicable open meeting, public records, public bidding and all other laws, rules and regulations of the State. 5. The execution of the Lease and the obligal ion to pay the Rental Payments coming due thereunder do not and will not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of it debtedness which may be incurred by Lessee. 6. There is no litigation, action, suit or pa ceeding pending or before any court, administrative agency, arbitrator or governmental bod IT that challenges the organization or existence of Lessee, the authority of Lessee or its officers or its employees to enter into the Financing Documents, the proper authorization and/or execution of the Financing Documents or the documents contemplated thereby, the obligation of Lessee to make Rental Payments under the Lease, or the ability of Lessee otherwise to perfor Ti its obligations under the Financing Documents and the transactions contemplated thereby. fo the best of our knowledge, no such litigation, action, suit or proceeding is threatened. 7. The Equipment is personal property, anc when used by Lessee will not be or become fixtures under the laws of the State. 8. Resolution No. of the governil ig body of Lessee was duly and validly adopted by such governing body on , 2014, and such resolution has not been amended, modified, supplemented or repealed and remains in full force and effect. This opinion may be relied upon by the addressee hereof and its successors and assignees of interests in the Lease, but only with regard to matters s;)ecifically set forth herein. Very truly yours, Edward M. Hughes EMH/md EXHIBIT C [Escrow] Lease Number:09517 Equipment Schedule: 02 RESOLUTION OF GO VERNING BODY At a duly called meeting of the governing body of Lessee held in accordancf with all applicable legal requirements, including open meeting laws,on the /4-day of a,-Hsu-eC,. ile,vg4Ine following resolution was introduced and adopted: RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OI'A MASTER LEASE AGREEMENT,EQUIPMENT SCHEDULE NO. 02, AN ESCROW AGREEMENT, AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the governing body of CITY OF TYBEE ISLAND ("Lessee") desires to obtain certain equipment (the "Equipment") described in Equipment Schedule No.02(the"Equipment Schedule")to the Mater Lease Agreement(collectively,the"Lease"),between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ("Lessor") and Lessee,the form of which has been available for review by the governing body of Lessee prior to this meeting;and WHEREAS,the Equipment is essential for Lessee to perform its governmental fu actions;and WHEREAS, the funds made available under the Lease will be deposited with SUNTRUST BANK ( "Escrow Agent") pursuant to an Escrow Agreement between Lessor, Lessee and Escrow Agent (the "Escrow A reement") and will be applied to the acquisition of the Equipment in accordance with said Escrow Agreement;and WHEREAS,Lessee has satisfied the legal requirements,including those relating:o any applicable public bidding requirements,to arrange for the acquisition of the Equipment and the execution and delivery of the Lease a nd the Escrow Agreement;and WHEREAS,Lessee proposes to enter into the Lease with SUNTRUST EQUIPMENT FINANCE&LEASING CORP.and the Escrow Agreement with Lessor and Escrow Agent substantially in the forms presented to his meeting. NOW,THEREFORE,BE IT RESOLVED BY THE GOVERNING BODY OF LESSEE AS FOLLOWS: Section 1. It is hereby found and determined that the terms of the Lease a ad the Escrow Agreement (collectively, the "Financing Documents") in substantially the forms presented to this meeting and incorporate d in this resolution are in the best interests of Lessee for the acquisition of the Equipment. Section 2. The Financing Documents and the acquisition and financing of the E guipment under the terms and conditions as described in the Financing Documents are hereby approved. The Mayor of Lessee and any ather officer of Lessee who shall have power to execute contracts on behalf of Lessee be, and each of them hereby is, authorized to exe:ute, acknowledge and deliver the Financing Documents with any changes, insertions and omissions therein as may be approved by th z. officers who execute the Financing Documents, such approval to be conclusively evidenced by such execution and delivery of the Fir ancing Documents. The Clerk of Council of Lessee and any other officer of Lessee who shall have power to do so be,and each of them I ereby is,authorized to affix the official seal of Lessee to the Financing Documents and attest the same. Section 3. The proper officers of Lessee be,and each of them hereby is,authorized and directed to execute and deliver any and all papers, instruments,opinions,certificates,affidavits and other documents and to do or ca Be to be done any and all other acts and things necessary or proper for carrying out this resolution and the Financing Documents. Section 4. Pursuant to Section 265(b) of the Internal Revenue Code of 198E, as amended (the "Code"), Lessee hereby specifically designates the Lease as a"qualified tax-exempt obligation"for purposes of Sectio a 265(b)(3)of the Code. Section 5. This resolution shall take effect immediately. 8/5/2014:BQ-ESC/STB.DOC/rcv.07/12 stl The undersigned further certifies as of the Lease Date specified in the E luipment Schedule that the above resolution has not been repealed or amended and remains in full force and effect and further certifies tha the Lease and Escrow Agreement executed on behalf of Lessee are the same as presented at such meeting of the governing body of Less(e,excepting only such changes,insertions and omissions as shall have been approved by the officers who executed the same. CITY OF TYBEE ISLAND, Lessee 17,—/Z--- Name;, son Buelterman Title!--- Mayor Attested By Name: Jan eViner Title: Clerk of Council 8/5/2014BQ-ESC.DOC/rev.07/12st1 2