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HomeMy Public PortalAbout140_010_suntrustescrow EXHI►:tll'II'F Lease No.: Shown on Schedule I Equipment Schedule: Shown on Schedule I SUNTRUST EQUIPMENT FINANCE&LEASING CO '. ESCROW AGREEMEF T This ESCROW AGREE 'ENT,made and entered into as of the Date shown or Schedule I,by and among SUNTRUST EQUIPMENT FINANCE& LEASING CO P., 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 Schedule I ("Lessee"), and SUNTRUST BANK, a Georgia banking corporation,as Escrow Agent("Escrow Agent"). In consideration of the mutual covenants herein contained,the parties hereto agree as follows: ARTICLE L 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 F 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<.te executed pursuant to the Lease,together with any and all modifications,additions and alterations thereto,to be acquired from the money 3 held in the Equipment Acquisition Fund. "Equipment Acquisition Fund" means the account by that name established Ind 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 identific 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 III. APPOINTMENT OF ESC OW AGENT;AUTHORITY Section 2.1. Appointment of Escrow Agent. Lessor and Lessee hereby appoii.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/I2.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, losses or expenses which may be incurred as a result of Escrow Agent so acting or failing to so act;provided, however,Escrow Agent shall not be relieved from liability for damages arising out of its proven gross negligence or willful misconduct under this Escrow agreement. Escrow Agent shall in no event incur any liability with respect to(i)any action taken or omitted to be taken in good fain 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)t 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,matures are affixed hereto. ARTICLE III. EQUIPMENT ACQUISITION FUND Section 3.1. Equipment Acquisition Fund. Escrow Agent shall establish special escrow account designated as the "Equipment Acquisition Fund" (the "Equipment Acquisition Fund"), shall keep such Equip!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,I D be sent by Lessor to Escrow Agent by wire transfer to: SunTrust Bank,ABA#061000104,Account#9443OO1321,Account Name: Escrow Services Richmond, is:eneficiary as shown on Schedule I,Attention: ' atthew Ward. Section 3.3. Disbursements. Escrow Agent shall use the moneys in the Eq ripment Acquisition Fund from time to time to pay the Acquisition Cost of each item of Equipment,within a reasonable time of receipt .rith 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 entiti 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■m Cost and related payment information, without such schedules, invoices or other supporting documentation. Escrow Agent may act a 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 an-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 Princi;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 I 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 2 propriate 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 monie: assessed to Lessee resulting from disbursements made from the Equipment Acquisition Fund. 8/5/2014:BQ-ESC.DOC/rev.07/12.st1 2 ARTICLE IV. T'w UST; 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 whethe or not any security interest exists in the Equipment Acquisition Fund or any part of the Equipment Acquisition Fund or to file a ty financing statement under the Uniform Commercial Code of any jurisdiction with respect to the Equipment Acquisition Fund or and 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 mr 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 Acq>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, N.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 11e 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 AGENTS AUTHORITY; INIIDEMNIFICATIC'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`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 himsa 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.end expenses of such counsel,as provided in Section 6.1. Escrow Agent shall not be answerable for the default or misconduct of any such sttorney,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 pal ties to this Escrow Agreement or among them or any other persons resulting in adverse claims and demands being made in connecti,in with or for any money or other property involved in or affected by this Escrow Agreement, Escrow Agent shall be entitled, at the option of Escrow Agent, to refuse to comply with the demands of such parti es,or any of such parties,so long as such disagreement s-tall continue. In such event,Escrow Agent shall make no delivery or other disposition of the Equipment Acquisition Fund or any part(f 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: I. the rights of such parties have been finally settled by binding arbitration or duly adjudicated in a court having jurisdiction of the parties and the Equipment Acquisition Fund;or 2. the parties have reached an agreement resolving their differe ices and have notified Escrow Agent in writing of such agreement and have provided Escrow Agent with indemnity satisfactory to l'sscrow 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)w Agent shall have the right, in addition to the rights described above and at the option of Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all money and property compris:.ng the Equipment Acquisition Fund and may take such c Cher legal action as may be appropriate or necessary, in the opinion of Escrow Agent. Upon such tender,the parties hereto agree that I,scrow 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 Went 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 extra)rdinary 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 lis.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 liability 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:rent and it officers,directors,employees and agents and save Escrow Agent and its officers, directors, employees and agents harmle;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 legE 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 A gent as escrow agent under this Escrow Agreement,or (c)the performance by Escrow Agent of its powers and duties under this Escro N 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, litigation and court costs and expenses and amounts pal i in settlement), directly or indirectly resulting from, arising out of or relating to one or more Claims. Upon the written request of F scrow 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 assurr 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 ft Dm 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 VII. CCMIPENSATI10 N 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.07/12.st 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[fall 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"Inves anent 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 Investt lent defined herein. Lessor and Lessee hereby authorize Escrow Agent to periodically deduct the Investment Fees from investment eaminl 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:lion 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;t Fifty Million Dollars ($50,000,000), and be subject to supervision or examination by federal or state authority. If such bank or trust c,mpany 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 ne from it obligations under this Escrow Agreement by providing written notice to the parties hereto. Such resignation shall be effectiv: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 sl 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-:hen 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 business(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. A TICLE Viii. A1.MINISTRATIVE 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 er titled thereto at its contact information specified on Sche Jule 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 tten 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. t inding Effect. This Escrow Agreement shall be binding upon at d inure to the benefit of the parties and their respective 8/5/2014 13Q-ESC DOC/rev.07/12.st1 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, Escrow 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 construa 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 ✓aive 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 INTENTII)NALLY BLANK] 8/5/2014:BQ-ESC.DOC/rev.07/12.st1 6 EXECUTIION PAGE OF ESCR$W,LGRIEiIEMENT ITN WITNESS WHEREOF,the parties have executed this Escrow Agreement as of the Date of Escrow Agreement shown on Schedule 1. SUNT'UST BANK, • SUNT"UST EC UIIPMi TENT FINANCE& Escrow Agent LEASING COI LP., Lessor By: By: Name: Name: Title: Title: CITY OF TY 4 I,E ISLAND, Lessee By:� -' -�--/ Name: Jason B ielterman [SEAL] Title: Mayor Schedule I Information to Complete Escrow Agreement Exhibit A Payment Request Form 8/5/2014:BQ•ESC.DOC/rev.07/I2.stl 7 SCHEDULE I INFORMATION TO COMPLETE ESCF OW 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 1plicable 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/title) [signature] [n une/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:BQ-ESC/SIB.DOC/rev.07i 12.stl Lease Number:09517 Equipment Schedule:002 EXHIBIT A PAYMENT REQUEST FORM Ni SUNTRUST rANK,as Escrow Agent under an Escrow Agreement dat xi as of the Lease Date(the"Escrow Agreement")by and among Escrow Agent, SUNTRUST EQUIPMENT FINANCE& LEASING(20 r.,as Lessor, and CITY OF"TY(;EE ISLAN IP, 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:st Form but not defined herein shall have the meanings assigned to them in the Escrow Agreement. Pavee/Pavrnerat Instr-;!ctions Amour t E Lessee hereby certifies that: I. 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 ti Lie 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 occurn d. Dated: J."—P/ ,20 CITY OF TY ILEE ISLAND, SUNTRUST EC UIPMENT FINANCE& Lessee LEASING COF P., Lessor By: . , By:C.f. •••‘'. Name:JasorrBuelterman Nan Title: Mayor Title: , Date: n — /51 Date: 8/5/2014 SQ-ESC/STB DOC/rev 07/12 stl EXHIBIT G-1 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 evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming SUNTRUST EQUIPMENT FINANCE&LEASING CORP.and/or 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 di mage liability PROPERTY: Vendor: Flint Equipment Company Equipment: One(1)Noram 65E Motor Grader,Unit#F553751,S/N 65ET-9766 One(1)John Deere 310SK Backhoe Loader LOCATION: 76 Polk Street,Chatham County,Tybee Island,GA 31328 Upon issuance of the coverage outlined above, please mail a certificate of insurance to SUNTRUST EQUIPMENT FINANCE&LEASING CORP.,300 East Joppa Road,7t''Floor,Towson,M D 21286. Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated. Very truly yours, CITY OF TYBEE ISLAND, B N. Jason Buelterman Title: Mawr Date: 1st iLI 8/5/2014.13Q-ESC/STB.DOC/rev.07;12.stl