HomeMy Public PortalAboutResolution 2023-11 Leasing Agreement_PNCRESOLUTION: 2023- 11
A RESOLUTION OF THE CITY OF CRESTVIEW,
FLORIDA, AUTHORIZING THE FINANCING OF FIRE
EQUIPMENT IN THE AMOUNT OF $1,604,093.66
PROVIDING FOR PAYMENT OF SUCH FINANCING,
MAKING CERTAIN COVENANTS AND AGREEMENTS
IN CONNECTION THEREWITH, AND PROVIDING FOR
AN EFFECTIVE DATE
WHEREAS, the City of Crestview is a political subdivision of the State in which the City of
Crestview (The City) is located in the State of Florida, (the State) and is duly organized and
existing pursuant to the Constitution and laws of the State.
WHEREAS, pursuant to applicable law, the City Council of the City of Crestview is authorized
to acquire, dispose of and encumber real and personal property, including, without limitation,
rights and interest in property, leases and easements necessary to the functions or operations of
the City of Crestview.
WHEREAS, the City Council hereby finds and determines that the execution of one or more
Lease -Purchase Agreements (Leases) in the principal amount not exceeding the amount stated
above for the purpose of acquiring the property (Equipment) to be described in the Leases is
appropriate and necessary to the functions and operations of the City of Crestview.
WHEREAS, PNC Bank, National Association (Lessor) shall act as Lessor under said Leases.
NOW, THEREFORE, Be It Ordained by the City Council of the City of Crestview:
Section 1. Either one of the Mayor and the City Clerk (each an Authorized Representative)
acting on behalf of the City, is hereby authorized to negotiate, enter into, execute, and deliver
one or more Leases in substantially the form set forth in the document presently before the City
Council, which document is available for public inspection at the office of the City of Crestview.
Each Authorized Representative acting on behalf of the City of Crestview is hereby authorized
to negotiate, enter into, execute, and deliver such other documents relating to the Lease as the
Authorized Representative deems necessary and appropriate. All other related contracts and
agreements necessary and incidental to the Leases are hereby authorized.
Section 2. By a written instrument signed by any Authorized Representative, said Authorized
Representative may designate specifically identified officers or employees of the City to execute
and deliver agreements and documents relating to the Leases on behalf of the City of Crestview.
Section 3. The aggregate original principal amount of the Leases shall not exceed the amount
stated above and shall bear interest as set forth in the Leases and the Leases shall contain such
options to purchase by the City of Crestview as set forth therein.
Section 4. The City's obligations under the Leases shall be subject to annual appropriation or
renewal by the City Council as set forth in each Lease and the City's obligations under the Leases
shall not constitute general obligations of the City of Crestview or indebtedness under the
Constitution or laws of the State.
Section 5. As to each Lease, the City of Crestview reasonably anticipates to issue not more than
$10,000,000 of tax-exempt obligations (other than private activity bonds which are not qualified
501(c)(3) bonds) during the calendar year in which each such Lease is issued and hereby
designates each Lease as a qualified tax-exempt obligation for purposes of Section 265(b) of the
Internal Revenue Code of 1986, as amended.
Section 6. This resolution shall take effect immediately upon its adoption and approval.
ADOPTED AND APPROVED on this 22nd day of May 2023.
_ ALA
J Whitten, Mayor
The undersigned City Clerk of the above -named City of Crestview hereby certifies and attests
that the undersigned has access to the official records of the City Council of the City of
Crestview, that the foregoing resolutions were duly adopted by said City Council of the City of
Crestview at a meeting of said City Council and that such resolutions have not been amended or
altered and are in full force and effect on the date stated below.
LESSEE: City of Crestview, Florida, A Municipal Corporation
ATTEST:
Signaip Ere of
Print Name:
(SEAL)
Official Title:
Date:
ity Clerk of City of Crestview
E05
LEASE -PURCHASE AGREEMENT 1194033-2
("Turn -In" Lease for Pierce Equipment)
Dated as of May 25, 2023
Lessee Name: City of Crestview, Florida, A Municipal Corporation
Lessee Street Address: 198 N. Ilrfilson Street Crestview FL 32536
1. EQUIPMENT LEASE. Subject to the terms of this Lease, Lessee leases the Equipment from PNC Bank,
National Association ("Lessor"). This Lease's term ("Lease Term") begins on the date Lessor designates below
(the "Acceptance Date") and, unless terminated early as expressly provided herein, continues until Lessee fully
pays and performs all of its obligations hereunder.
2. CERTAIN DEFINITIONS. All terms d efined herein apply eq ual ly to b oth the sing ular and plural form of such
terms. (a) "Equipment" means the property described in the Schedule, together with all attachments, additions,
accessions, improvements, replacements and substitutions thereto. (b) "Lien„ means any security interest, lien,
mortgage, encumbrance, attachment levy, other judicial process or claim of any nature whatsoever by or of any
person. (c) "Lease" means this Lease -Purchase Agreement, together with the Schedule and the exhibits,
schedules and addenda attached hereto and thereto and made a part hereof. (d) "Schedule" means the Schedule
A-1 executed by Lessee and Lessor that is attached to this Lease.
3. RENT PAYMENTS. Lessee will pay to Lessor the rent payments as set forth in the Schedule ("Rent
Payments"). Part of each Rent Payment represents the payment of interest as set forth in the Schedule. Lessee's
obligation to pay Rent Payments, including interesttherein, accrues as of the Accrual Date stated in the Schedule.
Rent Payments will be paid in U.S. dollars, without notice or demand, at Lessor's office (or such other place as
Lessor designates from �tiimEffe T to time in writing). EXCEPT AS SPECIFICALLY PROVIDED IN SECT1OJV 5. THE
OBLIGATION TO PAY PAYMENTS IS ABSOLUTE AND UNCONDITIONAL IN ALL
NOT SUE3JECT TOANY SETOFF DEFENSE. COUNTERCLAIM. ABATEMENT OR RECOUP EVENTS AND IS
MENT FOR ANY
REASON. if Lessor receives any payment from Lessee after the due date, Lessee shall pay Lessor on demand
as a late charge 5% of such overdue amount, limited, however, to the maximum legal amount.
4. ACCEPTANCE; FUNDING CONDITIONS. (a) As between Lessee and Lessor. Lessee agrees that (I
Lessee has received and inspected all Eauipment: (li) all Eouipment is in aood working order and
complies with all purchase orders, contracts and specifications: (iii) Lessee accepts all Eouiomentfor
purposes of this Lease "as -is, where -is". and (iv) Lessee waives anv right to revoke its acceptance. (b)
Lessor has no obligation to pay the Purchase Price of the Equipment as stated in the Schedule (the "Purchase
Price") unless all reasonable conditions established by Lessor ("Funding Conditions") have been satisfied,
including, without limitation, the following: (1) Lessee has signed and delivered the Schedule; (ii) no Event of
Default shall have occurred and be continuing; (iii) no material adverse change shall have occurred in the internal
Revenue Code of 1986, as amended, and the related regulations and rulings (collectively, the "Code"); (iv) no
material adverse change shall have occurred in the Lessee's financial condition or any supplier of the Equipment;
(v) all representations of Lessee herein remain true, accurate and complete; and (vi) Lessor has received all of
the following documents, which shall be reasonably satisfactory, in form and substance, to Lessor: (A) evidence
of required insurance coverage; (B) an opinion of Lessee's counsel; (C), reasonably detailed invoices for the
Equipment; (D) Uniform Commercial Code (UCC) financing statements; (E) copies of resolutions by Lessee's
governing body duly authorizing this Lease and incumbency certificates for the person(s) who have signed Ns
Lease; (F) such documents and certificates relating to the tax-exempt interest payable hereunder, (including,
without limitation, IRS Form 8038G or 8038GC) as Lessor may request; and (G) such other documents and
information previously identified by Lessor or otherwise reasonably requested by Lessor. Lessee authorizes
Pierce Manufacturing Inc. ("Manufacturer") or its dealer to complete the manufacturer's statement of origin (MSO)
and/or the certificate of title (COT) relating to the Equipment with Lessor's first sole Lien noted thereon and to
deliver such MSO or COT directly to Lessor.
5. TERMINATION FOR NON APPROPRIATION. (a) Lessee represents and warrants: that it has
appropriated and budgeted the funds to make all Rent Payments for the remainder of the fiscal year in which the
Lease Term commences and that it currently intends to make Rent Payments for the full Lease Term if funds are
appropriated for the Rent Payments in each succeeding fiscal year. Without contractually committing itself to do
so, Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can, and will
lawfully be, appropriated therefor. Lessee directs the person in charge of its budget requests to include the Rent
Payments payable during each fiscal year in the budget request presented to Lessee's governing body for such
fiscal year; provided, that Lessee's governing body retains authority to approve or reject any such budget request.
All Rent Payments shall be payable out of the general funds of Lessee or out of other legally appropriated funds.
The Lease will not be a general obligation of Lessee and shall not constitute a pledge of either Lessee's fun faith
and credit or of Lessee's taxing power. (b) If Lessee's goveming body fails to appropriate sufficient funds in any
fiscal year for Rent Payments or other payments due hereunder and if other funds are not legally appropriated for
such payments, a "Non -Appropriation Event" will be deemed to have occurred. if a Non -Appropriation Event
occurs, then: (I) Lessee shall give Lessor immediate notice of such Non Appropriation Event; (ii) on the Return
Date, Lessee shall retum to Lessor all of the Equipment, at Lessee's sole expense, in accordance with Section
19; and (c) the Lease shall terminate on the Retum Date without penalty to Lessee, provided, that Lessee shall
pay all Rent Payments and other amounts payableunderthe Lease forwhich funds shall have been appropriated,
provided further, that Lessee shall pay month -to -month rent at the rate set forth in the Schedule for each month
that Lessee fails to so retum the Equipment. "Retum Date" means the last day of the fiscal year for which
appropriations were made for the Rent Payments due hereunder.
6. NO WARRANTY BY LESSOR. Lessor hereby assigns to Lessee any assignable manufacturers or
supplier's warranties. Lessor authorizes Lessee to obtain the customary services furnished in connection with
such warranties at Lessee's sole expense. The Equipment is sold "AS IS". LESSEEACKNOWLE DGES THAT
LESSOR DID NOT MANUFACTURE THE EQUIPMENT. LESSOR DOES NOT REPRESENT TIE
MANUFACTURER, OWNER, OR DEALER, AND LESSEE SELECTED THE EQUIPMENT BASED UPON
LESSEE'S OWN JUDGMENT. LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OR
AS TO THE EQUIPMENT'S VALUE, DESIGN, CONDITION, USE, CAPACITY OR DURABILITY. LESSEE
AGREES THAT REGARDLESS OF CAUSE, LESSOR IS NOT RESPONSIBLE FOR, AND LESSEE WILL NOT
MAKE ANY CLAIM AGAINST LESSOR FOR, ANY DAMAGES, WHETHER CONSEQUENTIAL, DIRECT,
SPECIAL OR INDIRECT INCURRED BY LESSEE IN CONNECTION WITH THE EQUIPMENT ORTHIS LEASE -
PURCHASE AGREEMENT. NEITHER THE MANUFACTURER, THE DEALER, NOR ANY SALESPERSON,
EMPLOYEE OR AGENT OF THE DEALER OR MANUFACTURER, IS LESSOR'S AGENT OR HAS ANY
AUTHORITY TO SPEAK FOR LESSOR OR TO BIND LESSOR IN ANY WAY. Lessee agrees that (a) all
Equipment will have been purchased in accordance with Lessee's specifications from manufacturer's and
suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no liability for
the delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to any manufacturer's
or supplier's product warranties or guaranties, (d) no manufacturer or supplier or any representative of either is
an agent of Lessor, (e) any warranty, representation, or agreement made by any manufacturer or supplier or any
representative thereof shall not be binding upon Lessor, and (f) Lessor is paying the Purchase Price solely in
connection with this Lease.
7. TITLE; SECURITY INTEREST. (a) Title to the Equipment is vested in Lessee, subject to Lessor's security
interest therein and all of Lessor's other rights hereunder including, without limitation, Sections 5, 18, and 19. (b)
As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest
in the Eq uipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee ag rees to execute
and deliver to Lessor all necessary documents to evidence and perfect such security interest, including, without
limitation, UCC financing statements. (c) "Secured Obligations" means Lessee's obligations to pay all Rent
Payments and all other amounts due and payable hereunder and to perform and observe all covenants,
agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or
hereafter arising) of Lessee hereunder.
(b) As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security
interest in the Equipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee agrees
to execute and deliver to Lessorall necessary documents to evidence and perfect such security interest, including,
without limitation, UCC financing statements. (c) "Secured Obligations" means Lessee's obligations to pay all
Rent Payments and all other amounts due and payable hereunder and to perform and observe all covenants,
agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or
hereafter arising) of Lessee hereunder
8. MAINTENANCE; OPERATION. At its sole expense, Lessee will: (a) repair and maintain the Equipment in
good condition and working order in accordance with manufacturer's instructions; (b) supply and install all
replacement parts or other devices when required to so maintain the Equipment or when required by applicable
law or regulation, which parts or devices shall automatically become part of the Equipment; (c) use all Equipment
in a careful manner in the normal course of its operations and only for the purposes for which it was designed in
accordance with the manufacturer's warranty requirements; and (d) comply with all laws and regulations relating
to the Equipment. Lessor will not provide any maintenance or other service for any Equipment Lessee will not
make any alterations, additions o rimprovements ("Imp rovements") to any Equipment without Lessor's prior written
consent unless the Improvements may be readily removed without damage to the operation, value or utility of the
Equipment, but any such Improvements not removed prior to this Lease's termination shall automatically become
part of the Equipment.
9. LOCATION; INSPECTION. The Equipment will not be removed from, or if the Equipment is rolling stock,
its permanent base will not be changed from, the location specified in the Schedule (the "Location") without
Lessor's prior written consent which will not be unreasonably withheld. The Equipment is, and will remain,
personal property and wilt not be deemed to be affixed orattached to real estate orany building. Upon reasonable
notice, Lessor may enter the Location or elsewhere during normal business hours to inspect the Equipment.
10. LIENS; SUBLEASES; TAXES. (a) Lessee will keep all Eq uipmentfree and clear of all Liens except those
Liens created hereunder. Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other
than Lessee or Lessee's employees. (b) Lessee will pay when due all Taxes which may now or hereafter be
imposed upon any Equipment or its ownership, leasing, rental, sale, purchase, possession or use, upon the Lease
or upon any Rent Payments or any other payments due under the Lease. If Lessee fails to pay such Taxes when
due, Lessor has the right, but not the obligation, to pay such Taxes. If Lessor pays any such Taxes, Lessee will,
upon demand, immediately reimburse Lessor therefor. "Taxes" means present and future taxes, levies, duties,
assessments or other governmental charges that are not based on the net income of Lessor, whether they are
assessed to or payable by Lessee or Lessor, including, without limitation (i) sales, use, excise, licensing,
registration, titling, gross receipts, stamp and personal property taxes, and (ii) interest, penalties or fines on any
of the foregoing.
11. RISK OF LOSS. (a) Lessee bears the entire risk of loss, theft, damage or destruction of the Equipment in
whole or in part from any reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall relieve
Lessee from the obligation to make any Rent Payments or to perform any other obligation hereunder. Proceeds
of any insurance recovery will be applied to Lessee's obligations under this Section 11. If a Casualty Loss occurs
to any Equipment, Lessee shall immediately notify Lessor, and Lessee shall, unless otherwise directed by Lessor,
immediately repair the same. (b) If Lessor determines that any item of Equipment has suffered a Casualty Loss
beyond repair ("Lost Equipment"), Lessee shall either (i) immediately replace the Lost Equipment with similar
equipment in good repair, condition and working order free and clear of any Liens (except Lessor's Liens), in
which event such replacement equipment shall automatically be Equipment hereunder, and deliver to Lessor true
and complete copies of the invoice or bill of sale covering the replacement equipment; or (ii) on the earlier of 60
days after the Casualty Loss or the next scheduled Rent Payment date, pay Lessor (A) all amounts owed by
Lessee hereunder, including the Rent Payments due on or accrued through such date plus (B) an amount equal
to the Termination Value as of the Rent Payment date (or if the Casualty Loss payment is due between Rent
Payment dates, then as of the Rent Payment date preceding the date that the Casualty Loss payment is due) set
forth in the Schedule. If Lessee is making such payment with respect to less than all of the Equipment, Lessor
will provide Lessee with the pro rata amount of the Rent Payment and Termination Value to be paid by Lessee
with respect to the Lost Equipment and a revised Schedule. (c) To the extent not prohibited by State law, Lessee
shall bear the risk of lossfor, shall pay directly, and shall defend against any and all claims, liabilities, proceedings,
actions, expenses (including reasonable attomey's fees), damages or losses arising under or related to any
Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof. These
obligations of Lessee shall survive any expiration or termination of this Lease. Lessee shall not bear the risk of
loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses (including attomey's fees), domes or
losses which arise directly from events occurring after any Equipment has been retumed by Lessee to Lessor in
accordance with the terms hereof or which arise directly from Lessor's gross negligence or willful misconduct.
12. INSURANCE. (a) Lessee at its sole expense shall at all times keep all Equipment insured against all
Casualty Losses in an amount not less than the Equipment's Termination Value. Proceeds of insurance covering
damage or loss of any Equipment shall be payable to Lessor as loss payee. (b) The Total Sale Price as set forth
on the Schedule does not includethe payment of any premium for any liability insurance coverage for bodily injury
and/or property damage caused to others and no such insurance will be purchased by Lessor. (c) Lessee at its
sole expense shall at all times carry public liability and third party property damage insurance in amounts
reasonably satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage
to property of others relating in any way to any Equipment. Proceeds of such public liability or property insurance
shall be payable f irstto Lessor as additional insured to the extent of its liability and then to Lessee. Ail insurers
will be reasonably satisfactory to Lessor. Lessee will promptly deliver to Lessor satisfactory evidence of required
insurance coverage and all renewals and replacements thereof. Each insurance policy will require that the insurer
give Lessor at least 30 days prior written notice of any such cancellation of such policy and will require that
Lessor's interests remain insured regardless of any act, error, misrepresentation, omission or neglect of Lessee.
The insurance maintained by Lessee shall be primary without any right of contribution from insurance which may
be maintained by Lessor.
13. PURCHASE OPTION. Upon 60 days prior written notice by Lessee to Lessor and if no Event of Default
then exists, Lessee may purchase the Equipment on any Rent Payment due date by paying to Lessor all Rent
Payments then due (including accrued interest, if any) plus the Termination Value amount set forth on the
Schedule for such date. Upon satisfaction by Lessee of the foregoing purchase conditions, Lessor shall release
its Lien on the Equipment and Lessee shall retain its title to such Equipment "AS -IS, WHERE -IS", without
representation or warranty by Lessor, express or implied, except for a representation that the Equipment is free
and clear of any Liens created by Lessor.
14. REPRESENTATIONS AND WARRANTIES. Lessee represents and warrants that: (a) Lessee has full
power, authority and legal right to execute and deliver the Lease and to perform its obligations under the Lease,
and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing body;
(b) the Lease has been duly executed and delivered by Lessee and is a legal, valid and binding obligation of
Lessee, enforceable in accordance with its terms; (c) the Lease is authorized under, and the authorization,
execution and delivery of the Lease complies with, all applicable federal, state and local laws and regulations
(including, but not limited to, all open meeting, public bidding and property acquisition laws) and all applicabe
judgments and court orders; (d) the execution, delivery and performance by Lessee of its obligations hereunder
will not result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument
io which Lessee is a party or by which Lessee's properties may be bound or affected; (e) there is no pending, or
to the best of Lessee's knowledge threatened, litigation of any nature which may have a material adverse effect
on Lessee's ability to perform its obligations under the Lease; and (f) Lessee is a state, or a political subdivision
thereof, as referred to in Section 103 of the Code, and Lessee's obligation hereunder constitutes an enforceable
obligation issued on behalf of a state or a political subdivision thereof.
15 TAX COVENANTS. Lessee covenants that it: (a) shall comply with all of the requirements of
Sections 149(a) and 149(e) of the Code, as they may be amended from timeto time, including, but not limited
to, executing and filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other
information statements reasonably requested by Lessor; (b) shall not do (or cause to be done) any act which will
cause, or by omission of any act allow, the Lease to be an "arbitrage bond" within the meaning of Section 148(a)
of the Code or the Lease to be a "private activity bond" within the meaning of Section 141(a) of the Code; and
(c) shall not do (or cause to be done) any act which will cause, or by omission of any act allow, the interest
portion of any Rent Payments to be or become includable in gross income for federal income taxation purposes
under the Code. (d) If Lessor either (i) receives notice, in any form, from the IRS; or (ii) reasonably determines,
based on an opinion of independent tax counsel selected by Lessor and approved by Lessee, which approval
Lessee shall not unreasonably withhold, that Lessor may not exclude the interest component of any Rent
Payment under a Tax -Exempt Lease from federal gross income because Lessee breached a covenant
contained herein, then Lessee shall pay to Lessor, within thirty (30) days after Lessor notifies Lessee of such
determination, the amount which, with respect to Rent Payments previously paid and taking into account all
penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the interest
component of all Rent Payments under such Tax -Exempt Lease due through the date of such event) that are
imposed on Lessor as a result of the loss of the exdusion, will restore to Lessor the same after-tax yield on the
transaction evidenced by such Tax -Exempt Lease (assuming tax at the highest marginal corporate tax rate) that
it would have realized had the exclusion not been lost. Additionally, Lessee agrees that upon the occurrence of
such an event with respect to a Tax -Exempt Lease, it shall pay additional rent to Lessor on each succeeding
Rent Payment due date in such amount as will maintain such after-tax yield to Lessor. Lessor's determination
of the amount necessary to maintain its after-tax yield as provided in this subsection (b) shall be conclusive
(absent manifest error). Notwithstanding anything in a Tax -Exempt Lease to the contrary, any payment that
Lessee is required to make pursuant to this subsection (b) shall be made only from Legally Available Funds.
16. ASSIGNMENT. (a) Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor
otherwise dispose of, this Lease or any Equipment or any interest in this Lease or Equipment. (b) Lessor may
assign its rights, title and interest in and to this Lease or any Equipment, and/or may grant or assign a security
interest in this Lease and its Equipment, in whole or in part, to any party at any time. Any such assignee or lien
holder (an "Assignee") shall have all of the rights of Lessor under the applicable Lease. LESSEE WILL NOT
ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS,
RECOUPMENT OR ANY OTHER SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR.
Unless Lessee agrees otherwise in writing, any such assignment transaction shall not release Lessor from any of
Lessor's obligations under this Lease. An assignment or reassignment of any of Lessor's rights, title or interest
in the Lease or its Equipment will be enforceable against Lessee only after Lessee receives a written notice of
assignment which discloses the name and address of each such Assignee. For purposes of Section 149 of the
Code, Lessee hereby appoints Lessor (or Lessor's designee) as the book entry and registration agent to keep a
complete record of any and all assignments of this Lease. Lessee agrees to acknowledge in writing any such
assignments if so requested. (c) Subject to the foregoing, this Lease inures to the benefit of and is binding upon
the heirs, executors, administrators, successors and assigns of the parties hereto.
17. EVENTS OF DEFAULT. "Event of Default" means the occurrence of any one or more of the following: (a)
Lessee fails to make any Rent Payment (or any other payment) as it becomes due hereunder, and any such
failure continues for 10 days after the due date thereof; (b) Lessee fails to perform any of its obligations under
Sections 10(a), 12, or 16(a); (c) Lessee fails to perform or observe any other condition or agreement to be
performed or observed by it hereunder and such failure is not cured within 30 days after receipt of Lessor's written
notice thereof; (d) any statement, representation or warranty made by Lessee herein or in any writing delivered
by Lessee in connection therewith proves at any time to have been false or misleading in any material respect as
of the time when made; (e) Lessee applies for, or consents to, the appointment of a receiver, trustee, conservator
or liquidator of Lessee or of all or a substantial part of its assets, or a petition for relief is filed by Lessee under
any federal or state bankruptcy, insolvency or similar law, or a petition in a proceeding under any federal or state
bankruptcy, insolvency or similar law is filed against Lessee and is not dismissed within 60 days thereafter, or (f)
Lessee shall be in default under any other lease or under any other financing agreement executed at any time
with Lessor.
18 REMEDIES. (a) If any Event of Default occurs, Lessor may, at its option, do one or more of the following:
(i) require Lessee to pay all amounts then currently due hereunder and all remaining Rent Payments to become
due hereunder, together with interest on such amounts at the rate of 12% per annum (but not to exceed the
highest rate permitted by applicable law) from the date of Lessor's demand for such payment; (ii) require Lessee
to promptly retum all Equipment to Lessor in the manner set forth in Section 19, (iii) enter upon the premises
where any Equipment is located and repossess such Equipmentwithout d emend or notice, without any court order
or other process of law and without liability for any damage occasioned by such repossession; (iv) sell, lease or
otherwise dispose of any Equipment, in whole or in part, in one or mo re public o r private transactions, and if Lessor
so disposes of any Equipment, Lessor will retain the entire proceeds of such disposition free of any claims of
Lessee, provided, that if the net proceeds of the disposition of all the Equipment exceeds the applicable
Termination Value plus the amounts payable by Lessee under this Section's clauses (a)(i) and (a)(vii), then such
excess amount shall be remitted by Lessor to Lessee; (v) terminate, cancel or rescind this Lease as to any and
all Equipment; (vi) exercise any other right, remedy or privilege which may be available to Lessor under applicable
law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under the
Lease; and/or (vii) require Lessee to pay all of Lessor's out-of-pocket costs and expenses incurred as a result
(directly or indirectly) of the Event of Default and/or of Lessor's actions under this Section, including, without
limitation, any attomeyf ees and expenses and any costs related to the repossession, safekeeping, storage, repair,
reconditioning or disposition of any Equipment. (b) None of the above remedies is exclusive, but each is
cumulative and in addition to any other available remedy. Exercise of one or more remedies will not preclude its
exercise of any other remedy. No delay or failure in exercising any remedy hereunder shall operate as a waiver
thereof nor as an acquiescence in any default. No single or partial exercise of any remedy precludes any other
exercise thereof or the exercise of any other remedy,
19. EQUIPMENT RETURN. If Lessor is entitled to obtain possession of any Equipment under the provisions
of this Lease or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment shall
vest in Lessor immediately upon Lessor's notice thereof to Lessee, and (b) Lessee shall, at its sole expense and
risk, immediately de -install, d isassemble, pack, crate, insure and return the Equipment to Lessor (all in accordance
with applicable industry standards) at any location in the continental United States selected by Lessor. The
Equipment shall be in the same condition as when Lessee received it (except reasonable wear, tear and
depreciation resulting from normal and proper use); shall be in good operating order and maintenance as required
hereunder; shall be free and clear of any Liens (except Lessor's Lien); and shall comply with all applicable talus
and regulations. Until the Equipment is returned as required above, this Lease shall remain in full force including,
without limitation, the obligations to pay Rent Payments and to insure the Equipment Lessee will execute and
deliver to Lessor all documents reasonably requested by Lessor to evidence the transfer of the Equipment's legal
and beneficial title to Lessor and to evidence the termination of Lessee's interest in the Equipment.
20. LAW GOVERNING. Each lease shall be governed by the laws of the state of the lessee (The
"State").
21. FINANCIAL INFORMATION; INDEMNITY; POWER OF ATTORNEY. As soon as they are available after
their completion in each fiscal year of Lessee during the Lease Term, Lessee will deliver to Lessor upon Lessor's
request the publicly available annual financial information of Lessee. Lessee shall indemnify, hold harmless and,
if Lessor requests, defend Lessor and its shareholders, affiliates, employees, dealers and agents against al
Claims directly or indirectly arising out of or connected with (a) the manufacture, installation, use, lease,
possession ordelivery of the Equipment, (b) any defects in the Equipment, any wrongful act oro mission of Lessee,
or its employees and agents, or (c) any claims of alleged breach by Lessee of this Lease -Purchase Agreement or
any related document. "Claims" means all losses, liabilities, damages, penalties, expenses (including attorney's
fees and costs), claims, actions and suits, whether in contract, tort or otherwise. Lessee hereby appoints Lessor
its true and lawful attomey-in-fact (with full power of substitution) to (i) prepare any instrument, certificate of title
or financing statement covering the Equipment or otherwise protecting Lessor's interest in the Equipment, to sign
Lessee's name with the same force and effect as if signed by Lessee, and to file same at the proper location(s);
and (ii) make claims for, receive payment of, and execute and endorse all documents, checks or drafts for loss,
theft, damage or destruction to the Equipment under any insurance.
22. MISCELLANEOUS. (a) All section headings in the Lease are for reference only and do not define or limit
the scope of any provision hereof. (b) This Lease may be executed in several counterparts, each of which shall
be deemed an original, but all of which shall be deemed one instrument Only one counterpart of this Lease will
be marked "Lessor's Originar'. All other counterparts will be deemed duplicates. An assignment of, or security
interest in, this Lease may be created through transfer and possession only of the counterpart marked "Lessor's
Original". (c) This Lease constitutes the entire agreement between the parties with respect to the lease of the
Equipment. This Lease shall not be modified or amended except with the written consent of Lessee and Lessor.
Any provision of this Lease found to be prohibited by law shall be ineffective to the extent of such prohibition
without invalidating the remainder of the Lease. (d) All notices to be given hereunder shall be in writing and either
personally delivered or mailed by regular or certified mail or sent by an ovemight courier delivery company to the
other party at its address set forth herein or at such address as the party may provide in writing from time to time.
Any such notices shall be deemed to have been received 5 days after mailing if sent by regular or certified mail,
or on the next business day if sent by overnight courier, or on the day of delivery if delivered personally.
23. ANTI -MONEY LAUNDERING/INTERNATIONAL TRADE LAW COMPLIANCE.
Lessee represents and warrants to Lessor, as of the date of this Lease, the date of each advance of proceeds
pursuant to this Lease, the date of any renewal, extension or modification of this Lease or any Lease, and at all
times until this Lease has been terminated and all amounts thereunder have been indefeasibly paid in full, that:
(a) no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the
possession, custody or control of a Sanctioned Person; or (iii) does business in or with, or derives any of its
operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in
violation of any law, regulation, order or directive enforced by any Compliance Authority; (b) the proceeds of any
Lease will not be used to fund any operations in, finance any investments or activities in, or, make any payments
to, a Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by
any Compliance Authority; (c) the funds used to repay any Lease are not derived from any unlawful activity; and
(d) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions
prohibited by, any laws of the United States, including but not limited to any Anti -Terrorism Laws. Lessee
covenants and agrees that it shall immediately notify Lessor in writing upon the occurrence of a Reportable
Compliance Event.
As used herein: "Anti -Terrorism Laws" means any laws relating to terrorism, trade sanctions programs
and embarg oes, import/export licensing, money laundering, or b ribery, all as amended, supplemented or replaced
from time to time; "Compliance Authority" means each and all of the (a) U.S. Treasury Department/Office of
Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State
Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and
Security, (e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange
Commission; "Covered Entity" means Lessee, its affiliates and subsidiaries, all guarantors, piedgors of collateral,
all owners of the foregoing, and all brokers or other agents of Lessee acting in any capacity in connection with
this Master Lease or any Lease; "Reportable Compliance Event" means that any Covered Entity becomesa
Sanctioned Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from
regulatory or law enforcement officials, in connection with any Anti -Terrorism Law or any predicate crime to any
Anti-Terro rism Law, o rself-discovers facts or circumstances implicating any aspect of its o perationswith the actual
or possible violation of any Anti -Terrorism Law; "Sanctioned Country" means a country subject to a sanctions
program maintained by any Compliance Authority; and "Sanctioned Person" means any individual person, group,
regime, entity orthing listed or otherwise recognized as a specially designated, p rohibited, sanctioned o rdebarred
person or entity, or subject to any limitations or prohibitions (tnciuding but not limited to the blocking of property or
rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or
specially designated under, any sanctions program maintained by any Compliance Authority
24. USA PATRIOT ACT NOTICE.
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all
financial institutions to obtain, verify and record information that identifies each lessee that opens an account. 1/*iat
this means: when Lessee opens an account, Lessor will ask for the business name, business address, taxpayer
identifying number and other information that will allow Lessorto identity Lessee, such as organizational documents.
For some businesses and organations, Lessor may also need to ask for identifying information and documentation
relating to certain individuals associated with the business or organization.
25. HEAVY-DUTY VEHICLE GREENHOUSE GAS EMISSION REDUCTION REGULATION.
(a) If the equipment leased pursuant to the Lease is a tractor, the Lessee of this heavy-duty tractor
understands that when using a heavy-duty tractor to pull a 53-foot or longer box -type trailer on a highway within
California, the heavy-duty tractor must be compliant with sections 95300-95312. title 17 California Code of
Reaylations, and that it is the responsibility of the Lessee to ensure this heavy-duty tractor is compliant. The
regulations may require this heavy-duty tractor to have low -rolling -resistance tires that are U.S. Environmental
Protection Agency (U.S. EPA) SmartWay Verified Technologies prior to current or future use in California, or may
entirely prohibit use of this tractor in Califomia if it is a model year 2011 or later tractor and is not a U.S. EPA
SmartWay Certified Tractor.
(b) If the equipment leased pursuant to the Lease is a trailer, the Lessee of this box -type trailer understands
that when using a heavy-duty tractor to pull a 53-foot or longer box -type trailer on a highway within California, the
box -type trailer must be compliant with sections 95300-95312 tine 17. California Code of Re^ulations, and that it
is the responsibility of the Lessee to ensure this box -type trailer is compliant. The regulations may require this
trailer to have low -rolling -resistance tires and aerodynamic technologies that are U.S. Environmental Protection
Agency SmartWay Verified Technologies prior to current or future use in California.
(c) Notwithstanding anything in the Lease to the contrary, the Lease does not prohibit the Lessee from
modifying the trailer, at Lessee's cost, to be compliant with the requirements of the California Heavy -Duty Vehicle
Greenhouse Gas Emission Reduction Regulation,
26. IMPORTANT INFORMATION ABOUT PHONE CALLS. By providing telephone number(s) to Lessor, now
or at any later time, Lessee authorizes Lessor and its affiliates and designees to contact Lessee regarding Lessee
account(s) with Lessor or its affiliates, whether such accounts are Lessee individual accounts or business
accounts for which Lessee is a contact, at such numbers using any means, including but not limited to placing
calls using an automated dialing system to cell, Vo1P or other wireless phone number, or leaving prerecorded
messages or sending text messages, even if charges may be incurred for the calls or text messages. Lessee
consents that any phone call with Lessor may be monitored or recorded by Lessor.
OPTIONS AT END OF LEASE TERM. At the end of the Lease Term, Lessee shall have the options set forth in
the End -Of -Lease Term Options Rider that is attached to and made a part of the Lease if and only if said End -
Of -Lease Term Options Rider has been executed by Lessee, Lessor and Manufacturer or Manufacturer's
designee.
City{ of Crestview, Florid4. a Municipal.
Corppratpn
("Lessee)
By:
Title:
Mayor
198 N. Wilson Street
PNC Bank, National Association
("Lessor")
By:
Title
155 East Broad Street, B4-B230-05-7
Crestview, FL 32536 Columbus, OH 45215
ATTEST:
City lerk
E28
SCHEDULE A-1 TO LEASE -PURCHASE AGREEMENT
This Schedule A-1, (the "Schedule") is attached and made a part of the Lease -Purchase Agreement No.
1194033-2, together with all exhibits, schedules, addenda, and other attachments thereto, executed by Lessee
and Lessor (the "Lease"). Unless otherwisedefined herein, capitalized terms will have the same meaning ascribed
to them in the Lease. To the extent that there is any conflict between the terms of the Lease and this Schedule,
the terms of this Schedule shall control.
1. EQUIPMENT DESCRIPTION. As used in the Lease, "Equipment" means all of the property described in this
Schedule and all attachments, additions, accessions, parts, repairs, improvements, replacements and
substitutions thereto.
2. ESSENTIAL USE; CURRENT INTENT OF LESSEE. Lessee represents that the use of the Equipment is
essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its
citizens and the Equipment will be used by Lessee only for the purpose of performing its govemmentA or
proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the WI
Lease Term: to use the Equipment; to continue this Lease; and (if applicable) to make Rent Payments if funds are
appropriated in each fiscal year by its goveming body.
3. BANK QUALIFIED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE -PURCHASE
AGREEMENT AS A QUALIFIED TAX-EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF
THE CODE, THAT IT HAS NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS
QUALIFIED TAX-EXEMPT OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT
CALENDAR YEAR AND THATIT REASONABLY ANTICIPATES THAT -THE TOTAL AMOUNTOF TAX-EXEMPT
OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED
$10,000,000.
4. EQUIPMENT LOCATION & DESCRIPTION.
City of Crestview, Florida, A Municipal Corporation
321 W. Woodruff Avenue Crestview, FL 32536
2106 PJ Adams Pkwy Crestview, FL 32536
Okaloosa County
(2) Pierce Saber FR Pumpers and additional equipment
VIN # TBD
5. LEASE PAYMENT SCHEDULE.
(a) Accrual Date:
(b) Amount Financed:
1. Equipment Purchase Price
Additional Equipment
Purchase Price Deductions
Prepay Discounts
Trade In
Mav 25.2023
$1.458.979.48
$200 000.00
$0.00
$54.885.82
$Q Q
iii. Total Amount Financed (Cash Sale Price minus
Purchase Price Deductions)
(c) Payment Schedule:
Accrual Date: May 25.2023
Rent Payment Rent Payment Rent Payment Interest
Number Date Amount Portion
$1.604.093.66
Principal Portion
Termination
Value
1 05/25/2024 221,714.01 80,525.50 141,188.51 no call
2 05/25/2025 221,714.01 73,437.84 148,276.17 no call
3 05/25/2026 221,714.01 65, 994.37 155, 719.64 1,193, 676.62
4 05/25/2027 221, 714.01 58,177.25 163, 536.76 1, 025, 233.76
5 05/25/2028 221, 714.01 49, 967.70 171, 746.31 848, 335.06
6 05/25/2029 221, 714. 01 41, 346. 04 180, 367. 97 662, 556. 05
7 05/25/2030 221, 714.01 32, 291.57 189, 422.44 467, 450.94
8 06/25/2030 455,770.81 1,934.95 453, 835.86 1.00
City of Crestview Florida A Munici ,a! Cor;:oration PNC Bank. National Association
("Lessee") ("Lesso►")
By:C,f.�J
Title:
ATTEST:
Ma an hrader City Clerk
By:
Title:
FLORIDA LEASE -PURCHASE AGREEMENT ADDENDUM
(Florida Local Government Lease)
Dated as of May 25, 2023
Lease -Purchase Agreement Number 1194033-2
Lessee: City of Crestview, Florida, A Municipal Corporation
Reference is made to the above Lease -Purchase Agreement ("Lease") by and between
PNC Bank, National Association ("Lessor") and the above lessee ("Lessee"). This Florida Lease -
Purchase Agreement Addendum ("Addendum") amends and modifies the terms and conditions of
the Lease and is hereby made a part of the Lease. Unless otherwise defined herein, capitalized
terms defined in the Lease shall have the same meaning when used herein.
NOW, THEREFORE, as part of the valuable consideration to induce the execution of
Leases, Lessor and Lessee hereby agree to amend the Lease as follows:
1 Section 5 of the Lease is amended adding the following Subsection (d):
"(d) on the Retum Date, Lessee shall return to Lessor all, but not Tess than all, of the
Equipment covered by the affected Lease, at Lessee's sole expense, in accordance
with Section 19 hereof, provided, that if Lessee fails to so return the Equipment,
then Lessee shall pay to Lessor the full amount under Section 13 hereof as if
Lessee had elected to exercise its purchase option for Equipment;"
2. Section 7 of the Lease is deleted and replaced with the following:
"7. TITLE; UCC FILINGS.
"7.1 Upon Lessee's acceptance of any Equipment under a Lease, title to the Equipment
shall vest in Lessee, subject to Lessor's rights under such Lease including, without limitation,
Sections 5, 18 and 19 hereof.
"7.2 Lessor shall not have a security interest in any of the Equipment under the Uniform
Commercial Code of the State of Florida, but, in order to give notice to others of Lessor's rights
under Sections 5, 18 and 19 hereof, Lessee agrees to execute and deliver to Lessor UCC financing
statements relating to the Equipment and any amendments thereto."
3. 3. All of Section 18 is deleted and replaced with the following:
"18. REMEDIES. If any Event of Default occurs, then Lessor may, at its option,
exercise any one or more of the following remedies:
"(a) Lessor may require Lessee to pay, and Lessee agrees that it shall
pay, (1) all amounts then currently due under all Leases, (2) all remaining Rent
Payments due under all Leases during the fiscal year in effect when the Event of
Default occurs, (3) to the extent permitted by applicable law, the Termination Value
due under all Leases when the Event of Default occurs after subtracting all amounts
paid by Lessee under subclause (2) of this clause (a), and (4) interest on the
9/22 Pierce Rider Florida — Tom In
foregoing amounts at the highest lawful rate from the date of Lessor's demand for
such payment;
"(b) upon Lessor's request, Lessee will promptly return all Equipment to
Lessor in the manner set forth in Section 19, provided, that Lessor waives and
releases any right that it may have at law or in equity to specific or compulsory
performance of the foregoing agreement of Lessee to retum the Equipment to
Lessor;
"(c) if Lessee retums any Equipment to Lessor under clause (b) above,
then Lessor agrees to use commercially reasonable efforts under then current
circumstances to sell, lease or otherwise dispose of such Equipment, in whole or in
part, in one or more public or private transactions, and if Lessorso disposes of any
such Equipment, then Lessor shall retain the entire proceeds of such disposition
free of any claims of Lessee up to, but not exceeding, all amounts then currently due
under all Leases, plus the Termination Value due under all Leases when the Event
of Default occurs plus the expenses set forth in clause (e) of this Section;
"(d) subject to the provisions of the Leases that restrict Lessor's right to
repossess or foreclose on the Equipment, Lessor may exercise any other right,
remedy or privilege which may be available to Lessor under applicable law or Lessor
may enforce any of Lessee's obligations under any Lease by appropriate court
action at law or in equity; and/or
"(e) Lessor may require Lessee to pay (and Lessee agrees that it shall
pay) all out-of-pocket costs and expenses incurred by Lessor as a result (directly or
indirectly) of the Event of Default and/or of Lessors actions under this section,
including, without limitation, any attomey fees and expenses and any costs related
to the repossession, safekeeping, storage, repair, reconditioning or disposition of
any Equipment.
"None of the above remedies is exclusive, but each is cumulative and in addition to
any other remedy available to Lessor. Lessor's exercise of one or more remedies
shall not preclude its exercise of any other remedy. No delay orfailure on the part of
Lessor to exercise any remedy under any Lease shall operate as a waiver thereof,
nor as an acquiescence in any default, nor shall any single or partial exercise of any
remedy preclude any other exercise thereof or the exercise of any other remedy."
4. Lessor acknowledges that (a) no Lease will be a general obligation of Lessee, (b) no
Lease will be payable from a pledge of ad valorem taxes, and (c) no Lease shall constitute a pledge
of either the full faith and credit of Lessee or the taxing power of Lessee.
5. Except as expressly amended by this Addendum and other modifications signed by
Lessor, the Lease remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date
first referenced above.
9l22 Pierce Rider Florida — Turn In
CitY of Crestview, Florida, A Municipal Corporation
(Lessee)
BY:
Title:
ATTEST:
,/ea/Va
Y !lr. e •
Mary. nnet . er
City Clerk
•
ft �, •
a i i� •
•
e.St •
ei t ti•
"•to N zl=o PQ%` o,
GRES pi;••.,eb
PNC Bank, National Association (
Lessor)
By:
Title
9i22 Pierce Rider Florida — Turn In
E05
ESCROW RIDER
Dated As of May 25, 2023
Lease -Purchase Agreement No. 1194033-2 Dated Mav 25, 2023
Lessee: Ci±! of Crestview Florida a Municipal Corporation
Reference is made to the above Lease -Purchase Agreement ("Lease") by and between PNC
Bank, National Association ("Lessor") and the above lessee ("Lessee"). This Addendum amends and
modifies the terms and conditions of the Lease and is hereby made a part of the Lease. Unless
otherwise defined herein, capitalized terms defined in the Lease shall have the same meaning when
used herein.
NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Lease,
Lessor and Lessee hereby agree to amend the Lease as follows:
1. "Escrow Agreement" means the Escrow Agreement relating to a Schedule, dated the
Commencement Date under such Schedule and substantially in the form attached to this Lease, among
Lessor, Lessee and the escrow agent therein identified, with respect to the Escrow Fund established
and to be administered thereunder. "Escrow Fund" means the fund of that name established pursuant
to an Escrow Agreement.
2. Lessee and Lessor together with a mutually acceptable escrow agent agree to enter into an
escrow agreement ("Escrow Agreement") establishing a fund ("Equipment Acquisition Fund") from
which the Purchase Price of the Equipment will be paid. The terms and conditions of the Escrow
Agreement shall be satisfactory in form and substance, to Lessor and Lessee.
3. In order to provide financing to pay the costs to acquire and install the Equipment ("Total
Amount Financed") as described in a Schedule, Lessor and Lessee hereby agree to execute and deliver
an Escrow Agreement relating to such Schedule on the date on which the Funding Conditions for such
Schedule are satisfied as provided in Section 5.3. If Lessee signs and delivers a Schedule and an
Escrow Agreement and if all Funding Conditions have been satisfied in full, then Lessor will deposit or
cause to be deposited into an Escrow Fund under the related Escrow Agreement an amount (which
may include estimated investment earnings thereon) equal to the Purchase Price for the Equipment to
be financed under the related Schedule.
4. Lessee shall, at its sole expense, arrange for the transportation, delivery and installation of
all Equipment to the location specified in the Schedule ("Location") by Equipment suppliers ("Suppliers')
selected by Lessee. Lessee shall accept Equipment for purposes of the related Lease as soon as it
has been delivered and is operational. Lessee shall evidence its acceptance of any Equipment by
signing and delivering to Lessor a Certificate of Acceptance in the form and manner required by the
applicable Escrow Ag reement.
5. If a Non -Appropriation Event or an Event of Default occurs prior to Lessee's acceptance of
all the Equipment under the related Schedule, the amount then on deposit in the Escrow Fund shall be
applied to prepay the unpaid principal component of the Rent Payments in whole on the first business
day of the month next succeeding the occurrence of either such Event plus accrued interest to the
prepayment date; provided, however, that the amount to be prepaid by Lessee pursuant to this
Section 6 shall first be paid from moneys in the related Escrow Fund and then from Legally Available
Funds and other moneys available for such purpose as a result of the exercise by Lessor of its rights
and remedies under the related Schedule. Any funds on deposit in the Escrow Fund on the prepayment
date described in this Section 6 in excess of the unpaid principal component of the Rent Payments to
be prepaid plus accrued interest thereon to the prepayment date shall be paid promptly to Lessee.
6. To the extent that Lessee has not accepted items of Equipment before the 18-month
anniversary of the Commencement Date identified on the related Schedule, the amount then on deposit
in the related Escrow Fund shall be applied to prepay the unpaid principal component of the Rent
Payments in part, in inverse order of Rent Payments, on the first business day of the next month plus
accrued interest to the prepayment date; provided, however, that the amount to be prepaid by Lessee
pursuant to this Section 6 shall first be paid from moneys in the related Escrow Fund and then from
Legally Available Funds. Notwithstanding any such partial prepayment, the related Schedule shall
remain in full force and effect with respect to the portion of the Equipment accepted by Lessee during
such 18-month period, and the portion of the principal component of Rent Payments remaining unpaid
after such prepayment plus accrued interestthereon shall remain payable in accordance with the terms
of the related Schedule. Upon Lessor's request, Lessee shall execute an amendment to the related
Payment Schedule that reflects the change to the Rent Payments as a result of such partial prepayment
7. As collateral security for Lessee's obligations to pay all Rent Payments and all other amounts
due and payable under each Lease and to perform and observe all covenants, agreements and
conditions (direct or indirect, absolute or contingent, due or to become due or existing or hereafter
arising) of Lessee under such Lease, Lessee hereby grants to Lessor a first priority, exclusive security
interest in any and all of the Equipment (now existing or hereafter acquired) under each Lease, moneys
and investments held from time to time the Escrow Fund under each Escrow Agreement and any and
all proceeds of any of the foregoing. Lessee agrees to execute and deliver to Lessor all necessary
documents to evidence and perfect such security interest, including, without limitation, Uniform
Commercial Code ("UCC") financing statements and any amendments thereto and certificates of title
or certificates of origin (or applications thereof) noting Lessor's interest thereon.
8. The Lease Term of the Lease shall commence on the earlier of the date specified in the
Payment Schedule to the Lease or the date of Lessor's deposit of funds into the Equipment Acquisition
Fund. Notwithstanding the statements regarding delivery and acceptance of the Equipment in the
Schedule, the parties acknowledge that the Equipment will be delivered or installed as provided in the
Escrow Agreement.
9. The delivery of documents and the satisfaction of any other conditions required by the
Escrow Agreement or this Addendum shall be additional Funding Conditions for the Lease.
10. Upon Lessee's execution of the EscrowAgreement, Lessee hereby represents and warrants
to Lessor that:
(a) Lessee has full power, authority and legal right to execute and deliver the Escrow
Agreement and to perform its obligations under the EscrowAgreement, and all such actions have
been duly authorized by appropriate findings and actions of Lessee's goveming body;
(b) the Escrow Agreement has been duly executed and delivered by Lessee and
constitutes a legal, valid and binding obligations of Lessee, enforceable in accordance with its terms;
and
(c) the Escrow Agreement is authorized under, and the authorization, execution and
delivery of the Escrow Agreement complies with, all applicable federal, state and local laws and
regulations (including, but not limited to, all open meeting, public bidding and public investment (laws)
and all applicable judgments and court orders.
11. The opinion of Lessee's legal counsel will include statements to the same effect as the
representations of Lessee in Paragraph 6 above.
12. It shall be an additional event of default under the Lease if lessee fails to pay or perform any
of its obligations under the Escrow Agreement or this Addendum or if any of the representations of
Lessee in the Escrow Agreement or this Addendum prove to be false, misleading or erroneous in any
material respect.
Except as expressly amended by this Rider and other modifications signed by Lessor, the Lease
remains unchanged and in full force and effect.
IN WITNESS WHEREOR, the parties hereto have executed this Rider as of the date first
referenced above.
City of Crestview, Florida, A Municipal Corporation PNC Bank, National Association
(Lessee) (Lessor)
By: ,r By
Na tc)l( 11-teA Name:
Title: 44✓ Title:
ATTEST:
ark ne S der
City erk
E05
ESCROW AGREEMENT
THIS ESCROW AGREEMENT ("Escrow Agreement') is made as of May 25, 2023 by and among PNC Bank, Nation
Association ("Lessor'), City of Crestview, Florida, a Municipal Corporation ("Lessee') and U.S. BANK NATIONAL ASSOCIATION,
as escrow agent ("Escrow Agent').
Lessor and Lessee have heretofore entered into that certain Lease -Lease Purchase Agreement No. 1194033-2
dated as of Ma , 25 2023 (the "Lease'). The Lease contemplatesthatcertain equipment described therein (the "Equipment)
is to be acquired from the vendor(s) or manufacturer(s) thereof. After acceptance of the Equipment by Lessee, the
Equipment is to be leased by Lessor to Lessee pursuant to the terms of the Lease.
The Lease further contemplates that Lessor will deposit an amount equal to the anticipated aggregate acquisition
cost of the Equipment (the "Purchase Price'), being $200.000.00, with Escrow Agent to be held in escrow and applied on
the express terms set forth herein. Such deposit, together with all interest and other additions received with respect thereto
(hereinafter the "Escrow Fund') is to be applied to pay the vendor(s) or manufacturer(s) of the Equipment (the "Vendor') its
invoice cost (a portion of which may, if required, be paid prior to final acceptance of the Equipment by Lessee); if applicable,
to reimburse Lessee for progress payments already made by it to the Vendor of the Equipment; and, if applicable, to remit
to Lessor amounts due pursuant to the Lease.
The parties desire to set forth the terms on which the Escrow Fund is to be created and to establish the rights and
responsibilities of the parties hereto.
Now, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) in hand paid, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. (a) Escrow Agent hereby agrees to serve as escrow agent upon the terms and conditions set forth
herein. (b) The moneys and investments held in the Escrow Fund are irrevocably held in escrow for the benefit of Lessee
and Lessor, and such moneys, together with any income or interest eamed thereon, shall be expended only as provided in
this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either
Lessee or Lessor. Lessor, Lessee and Escrow Agent intend that the Escrow Fund constitute an escrow account in which
Lessee has no legal or equitable right, title or interest until satisfaction in full of all conditions contained herein for the
disbursement of funds bythe EscrowAgenttherefro m. However, if the parties' intention that Lessee shall have no legal or
equitable right, title or interest until all conditions for disbursement are satisfied in full is not respected in any legal
proceeding, the parties hereto intend that Lessor have a security interest in the Escrow Fund, and such security interest is
hereby granted by Lessee to secure payment of all sums due to Lessor under the Lease. For such purpose, Escrow Agent
hereby agrees to act as agent for Lessor in connection with the perfection of such security interest and agrees to note, or
cause to be noted, on all books and records relating to the Escrow Fund, the Lessor's interest therein.
2. On such day as is determined to the mutual satisfaction of the parties (the "ClosingDate'), Lessor shall deposit
with Escrow Agent cash in the amount of the Purchase Price, to be held in escrow by Escrow Agent on the express terms
and conditions set forth herein.
On the Closing Date, Escrow Agent agrees to accept the deposit of the Purchase Price by Lessor, and further
agrees to hold the amount so deposited together with all interest and other additions received with respect thereto, as the
Escrow Fund hereunder, in escrow on the express terms and conditions set forth herein.
3. Escrow Agent shall at all times segregate the Escrow Fund into an account maintained for that express
purpose, which shall be clearly identified on the books and records of Escrow Agent as being held in its capacity as Escrow
Agent. Securities and other negotiable instruments comprising the Escrow Fund from time to time shall be held orregistered
in the name of Escrow Agent (or its nominee). The Escrow Fund shall not, to the extent permitted by applicable law, be
subject to levy or attachment or lien by or for the benefit of any creditor of any of the parties hereto (except with respect to
the security interest therein held by Lessor).
4. The cash comprising the Escrow Fund from time to time shall be invested and reinvested by EscrowAgent in
one or more investments as directed by Lessee in Exhibit 1 attached hereto. Escrow Agent will not provide supervision,
recommendations or advice relating to the investment of Escrow Fund or the purchase or disposition of any investment.
Escrow Agent has no responsibility whatsoever to determine the market or other value of any investment and makes no
representation or warranty as to the accuracy of any such valuations. Escrow Agent may, without notice to Lessee and
Lessor, sell or liquidate any investments at any time for any disbursement of the Escrow Fund permitted or required
hereunder and shall not be liable for any Toss, cost or penalty resulting from any sale or liquidation of any such investment.
Es crow Agent will use due diligence to collect amounts payable under a check or other instrument for the payment of money
comprising the Escrow Fund and shall promptly notify Lessee and Lessor in the event of dishonor of payment under any
such check or other instruments. Interestorotheramountseamed and received by EscrowAgentwith respect to the Escrow
Fund shall be deposited in and comprise a part of the Escrow Fund. The EscrowAgent may elect, but shall not beobligated,
to credit the Escrow Fund with funds representing income or principal payments due on, or sales proceeds due in respect
of, assets in the Escrow Fund account, or to credit to the account assets intended to be purchased with such funds, in each
case before actually receiving the requisite funds from the payment source, or to otherwise advancefunds for account
transactions. Notwithstanding anything else in this Escrow Agreement, (i) any such crediting of funds or assets shall be
provisional in nature, and Escrow Agent shall be authorized to reverse or offset any such transactions or advances of funds
in the event that it does not receive g ood funds with respect thereto, and (ii) nothing in this Escrow Agreement shall constitute
a waiver of any of U.S. Bank National Association's rights as a securities intermediary under Uniform Commercial Code §9-
206. Escrow Agent may also set-off against and deduct from Escrow Fund with respect to checks or other deposits that
have been credited to the account but are subsequently returned unpaid or reversed, or other overdrafts that may arise
from time to time in the Escrow Fund (whether by reason of provisional credit, failed or assumed settlements, claw -backs
or other reason).
5. Upon request by Lessee and Lessor, Escrow Agent shall send monthly statements of account to Lessee and
Lessor, which statements shall set forth all withdrawals from and interest eamings on the Escrow Fund as well as the
investments in which the Escrow Fund is invested.
6. Escrow Agent shall take the following actions with respect to the Escrow Fund:
(a) Upon Escrow Agent's acceptance of the deposit of the Purchase Price, an amount equal to Escrow
Agent's set-up fee, as set forth o n Exhibit 2 hereto, shall be disbursed from the Escrow Fund to Escrow Agent in
payment of such fee.
(b) From time to time, Escrow Agentshall pay to the Vendor of the Equipment payments then due and
payable with respect thereto upon receipt of duly executed Requisition Request and Certificate of Acceptanceform
attached as Exhibit 3 hereto, subject to Lessor's prior written approval of each such Requisition Request and
Certificate of Acceptance.
(c) From time to time if applicable, Escrow Agent shall pay to Lessor amounts then due and payable
pursuant to the Lease upon receipt of duly executed instructions from Lessor.
(d) If an Event of Default or Non -Appropriation Event occurs under the Lease prior to the Lessee's
acceptance of all the Eq uipment o r to the extent that funds have not been disbursed from the Escrow Fund within
the eighteen -month period identified in the Lease, funds then on deposit in the Escrow Fund shall be applied to the
prepayment of Rent Payments under the Lease ac inctn irtort r.« 1 neenr
(e) Upon receipt by Escrow Agent of written notice from Lessor that the purchase price of the
Equipment has been paid in full, Escrow Agent shall applythe then remaining Escrow Fund, first, to all outstanding
fees and expenses incurred by Escrow Agent in connection herewith as evidenced by its statement forwarded to
Lessor and Lessee, and, second, to Lessor for application against the interest component of Rent Payments under
the Lease as provided therein, unless otherwise agreed by Lessor.
7. The fees and expenses, including any legal fees, of Escrow Agent incurred in connection herewith shall be
the responsibility of Lessee. The basic fees and expenses of Escrow Agent shall be as set forth on Exhibit 2 hereto and
Escrow Agent is hereby authorized to deduct such fees and expenses from the Escrow Fund as and when the same are
incurred without any further authorization from Lessee or Lessor. Escrow Agent may employ legal counsel and other experts
as it deems necessary for advice in connection with its obligations hereunder. Escrow Agent waives any claim against
Lessor with respect to compensation hereunder.
8. Escrow Agent shall have no liabilityfor acting upon any written instruction presented by Lessor in connection
with this Escrow Agreement, which Escrow Agent in good faith believes to be genuine. Furthermore, Escrow Agent shall
not be liable for any act or omission in connection with this Escrow Agreement except for its own gross negligence, wilful
misconduct or bad faith. Escrow Agent shall not be liable for any loss or diminution in value of the Escrow Fund as a result
of the investments made by Escrow Agent
9. Lessee agrees, to the fullest extent permitted by law, to indemnify and hold harmless Escrow Agent and each
director, officer, employee and affiliate of Escrow Agent (each, an "Indemnified Party ") upon demand against any and all
claims (whether asserted by Lessee, Lessor or any other person or entity and whether or not valid), actions, proceedings,
losses, damages, liabilities, penalties, costs and expenses of any kind or nature (including without limitation reasonable
attorneys' fees, costs and expenses) (collectively, "Losses") arising from this Escrow Agreement or Escrow Agent's actions
hereunder, exceptto the extentsuch Losses are f inallydetermined by a co urtof competentjurisdiction, whichdetermination
is not subjectto appeal, to have been directly caused solely by the gross negligence orwiltut misconduct of such Indemnified
Party in connection with Escrow Agent's material breach of this Escrow Agreement. Lessee further agrees to indemnify
each Indemnified Party for all costs, including without limitation reasonable attorneys' fees, incurred by such Indemnified
Party relating to the enforcement of Lessee's obligations hereunder. The obligations of Lessee under this Section shall
survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent.
10. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be
implied. Escrow Agent has no fiduciary or discretionary duties of any kind. Escrow Agent's permissive rights shall not be
construed as duties. Escrow Agent shall have no Iiabibty under and no duty to inquire as to the provisions of any document
other than this Escrow Agreement, including without limitation any other ag reement between any of the parties hereto or
any other persons even though reference thereto may be made herein and whether or not a copy of such document has
been provided to Escrow Agent.
11. Escrow Agent may conclusively rely upon any notice, instruction, request or other instrument, not only as to
its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein,
which Escrow Agent believes in good faith to be genuine and to have been signed or presented by the person purporting to
sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages
or penalties of any kind (including, but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of
such damages or penalty and regardless of the form of action.
12. The Escrow Agent may consult with counsel of its own choice and shall incur no liability and be fully
indemnified by Lessee in acting in accordance with the advice of such counsel.
13. Escrow Agent shall not be responsiblefordelaysorfailuresinperformanceresultingfromactsofGod,strikes,
lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer
viruses, attacks or intrusions, power failures, earthquakes or any other circumstance beyond its control. Nothing in this
Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties or in the exercise of any of its rights or powers hereunder.
14. If any portion of the Escrow Fund is at any time attached, garnished or levied upon, or otherwise subject to
any writ, order, decree or process of any court. or in case dishu rsAmpnt of the t=cnri.w C.•...+ a---- -- --- . • •
court order, Escrow Agent is authorized , in its sole discretion, to respond as it deems appropriate or to comply with all writs,
orders, decrees or process so entered or issued, whether with or without jurisdiction; and if Escrow Agent relies upon or
complies with any such writ, order, decree or process, it shall not be liable to any of the parties hereto or to any other person
or entity by reason of such compliance even if such order is reversed, modified, annulled, set aside or vacated.
15. Escrow Agent may resign at any time by giving thirty (30) days' prior written notice to Lessor and Lessee.
Lessor may at any time remove Escrow Agent as Escrow Agent under this Escrow Agreement upon written notice. Such
removal or resignation shall be effective on the date set forth in the ap plicable notice. Upon the effective date of resignation
or removal, Escrow Agent will transfer the Escrow Fund to the successor Escrow Agent selected by Lessor. If no such
successor has been appointed prior to the effective date of such resignation or removal, Escrow Agent may petition a court
of competent jurisdiction to appoint a successor escrow agent, and all costs and expenses related to such petition shall be
paid by Lessee.
16. This Escrow Agreement and the escrow established hereunder shall terminate upon receipt by Escrow Agent
of the written notice from Lessor specified in Section 6(c) or Section 6(d) hereof.
17. In the event (i) of any disagreement between the undersigned or any of them, and/or any other person, resulting
in adverse claims and demands being made in connection with or for any moneys involved herein or affected hereby or ()
Escrow Agent is unable to determine the proper action with respect to its obligations hereunder, Escrow Agent shall be
entitled at its option to file an appropriate civil action including an interpleader action to resolve the disagreement or
uncertainty and/or refuse to comply with any such claim or demand, so long as such disagreement or uncertainty shall
continue, and in so ref using Escrow Agent may refrain from making any d elivery orother disposition of any moneys involved
herein or affected hereby and in so doing Escrow Agent shall not be or become liable to the undersigned or any of them or
to any person or party for its failure or refusal to comply with such conflicting or adverse demands, and Escrow Agent shell
be entitled to continue so to refrain and refuse so to act until:
(a) the rights of the adverse claimants have been finally adjudicated in a court assuming and having
jurisdiction of the parties and the moneys involved herein or affected hereby; or
(b) all differences shall have been adjusted by agreement and Escrow Agent shall have been notified
thereof in writing signed by all of the persons interested.
18. All notices (excluding billings and communications in the ordinary course of business) hereunder shall be in
writing, and shall be sufficiently given and served upon the other party if delivered (a) personally, (b) by United States
registered or certified mail, return receipt requested, postage prepaid, (c) by an overnight delivery by a service such as
Federal Express or Express Mail from which written confirmation of ovemight delivery is available, (d) by facsimile with a
confirmation copy by regular United States mail, postage prepaid, or (e) by email with confirmation of receipt from the
recipient, addressed to the other party at its respective address stated below the signature of such party or at such other
address as such party shall from time to time designate in writing to the other party, and shall be effective from the date of
receipt.
19. This Escrow Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their
respective successors and assigns. No rights or obligations of any party under this Escrow Agreement may be assigned
without the prior written consent of the other parties hereto, provided that if Escrow Agent consolidates, merges or converts
into, or transfers all or substantially all of its corporate trust business (including the escrow contemplated by this Escrow
Ag reement) to another entity, the successor or transferee entity without any fu rt her act s hall be the successor Escrow Agent.
20. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of
California. This Escrow Agreement constitutes the entire agreement between the parties hereto with respect to the subject
matter hereof, and no waiver, consent, modification or change of terms hereof shall bind any party unless in writing signed
by all parties. Nothing in this Escrow Agreement, express or implied, is intended to or shall confer upon any person other
than the signatory parties hereto and the Indemnified Parties anu inn+ honoe+„r rt.-in/AA, __a..__ _._ _ _
or by reason of this Escrow Agreement.
21. EACH PARTY TO THIS ESCROW AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, HEREBY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIM,
COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR IN ANY WAY RELATED
TO THIS ESCROWAGREEMENT.
22. Escrow Agent shall not have any duty to confirm that the person sending any notice, approval, consent,
request or other communication hereunder (each, a "Notice") by electronic transmission (including by e-mail, facsimile
transmission, web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures believed
by Escrow Agent to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten
sig natures and digital signatures provided by DocuSign, Orbit, Adobe Sign orany otherdigitalsignature provider acceptable
to Escrow Agent) shall be deemed original signatures for all purposes. Each other party assumes all risks arising out of the
use of electronic signatures and electronic methods to send Notices to Escrow Agent, including without limitation the risk of
Escrow Agent acting on an unauthorized Notice, and the risk of interception or misuse by third parties. Notwithstandirg the
foregoing, Escrow Agent may in any instance and in its sole discretion require that an original document bearing a manual
sig nature be delivered to Escrow Agent in lieu of, or in addition to, any such electronic Notice.
23. Except as otherwise ag reed by Escrow Agent in writing, Escrow Agent has no tax reporting or withholding
obligation except to the Internal Revenue Service with respect to Form 1099-B reporting on payments of gross proceeds
under Internal Revenue Code Section 6045 and Form 1099 and Form 1042-S reporting with respect to investment income
earned on the Escrow Fund, if any. Except as otherwise directed by Lessee and Lessor in writing, Escrow Agent will report,
on an accrual basis, all interest or income on the Escrow Fund as being owned by Lessee for federal income tax purposes.
To the extent that U.S. federal imputed interest regulations apply, Lessee shall so inform Escrow Agent, provide Escrow
Agent with all imputed interest calculations and direct the Escrow Agent to disburse imputed interest amounts as Lessee
and Lessor deem appropriate. Escrow Agent will rely solely on such provided calculations and information and will have
no responsibility for the accuracy or completeness of any such calculations or information. Lessee and Lessor shall provide
Escrow Agent a properly completed IRS Form W 9 or Form W-8, as applicable, for each payee. If requested tax
documentation is not so provided, Escrow Agent is authorized to withhold taxes as required by the United States Internal
Revenue Code and related regulations.
24. To help the government fight the funding of terrorism and money laundering activities, federal law requires all
financial institutions to obtain, verify and record information that identifies each person who opens an account For a non -
individual person such as a business entity, a charity, a trust or other legal entity, Escrow Agent requires documentation to
verify its formation and existence as a legal entity. Escrow Agent may require financial statements, licenses or identification
and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.
Lessee and Lessor agree to provide all information requested by Escrow Agent relating to any legislation or regulation to
which Escrow Agent is subject, in a timely manner
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed as of the day
and year first above set forth.
PNC Bank, National Association, as Lessor
By :
Name:
Title:
Address: 995 Dalton Avenue
Cincinnati, OH 45203
City of Crestview, Florida, a Municipal Corporation, as
Lessee
By N27:?...r.,
-re, 4 11. -rh
Title: r
Address: 198 N. Wilson Street
Crestview, FL 32536
U.S. Bank National Association, as Escrow Agent
By
Name:
Title:
Address: 10 W. Broad St.,120 Floor
CN OH BD12
Columbus, OH 43215
U.S. Bank National Association
10 W. Broad Street, 12m Floor
CN OH BD12
Columbus, OH 43215
Re:
EXHIBIT 1
INVESTMENT DIRECTION LETTER
Escrow Agreement dated as of May 25, 2023,
among PNC Bank, National Association, as Lessor, City of
Crestview, Florida, a Municipal Corporation as Lessee, and
U.S. Bank National Association, as Esc rowAgent
Ladies and Gentlemen:
Pursuant to the above -referenced Escrow Agreement, $200.000.00will be deposited in escrow with you on or
about May 25, 2023. Such funds shall be invested in one or more of the following qualified investments in the amounts
ind icated:
PLEASE CHECK DESIRED QUALIFIED INVESTMENTS:
L Direct general obligations of the United States of
America;
L_ Obligations —the timely payment of the principal
of and interest on which is fully and
unconditionally guaranteed by the United States
of America;
AMOUNT OF
INVESTMENT
$ .%ts r) tor,
L_ General obligations of the agencies and $
instrumentalities of the United States of America
acceptable to Lessor,
Money market funds whose investment
parameters target investments in securities as
described above;
IF NONE OF THE ABOVE BOXES ARE CHECKED, INVESTMENT SHALL BE MADE IN MONEY MARKET
FUNDS AS DESCRIBED IN THE FOURTH CATEGORY ABOVE, UNTIL LESSEE DIRECTS OTHERWISE.
Very truly yours,
ATTEST:
11
Maryanne $c
City Clerk \-
v -
rader
City of Crestview, Florida, a Municipal Corporation, AS LESSEE
By:' goy,-
Name:
Title: 1.Ir.4y.rr
•
2
t0•
EXHIBIT 2
ESCROW AGENT FEES AND EXPENSES
SET-UP FEES
$250.00 payable from the Escrow Fund upon acceptance of escrow deposit.
EXPENSES
Any and all out-of-pocket expenses incurred by Escrow Agent will be the responsibility of Lessee and paid from the
Escrow Fund.
U.S. BANK NATIONAL ASSOCIATION
MONEY MARKET ACCOUNT
DESCRIPTION AND TERMS
The U.S. Bank Money Market Deposit account is an U.S. Bank National Association ("U.S. Bank") interest -bearing money
market deposit account designed to meet the needs of its customers. Selection of this investment includes authorization to
place funds on deposit and invest with U.S. Bank. U.S. Bank uses the daily balance method to calculate interest on this
account (actual/365 or 366). This method applies a daily periodic rate to the principal balance in the account each day.
Interest is accrued daily and credited monthly to the account. Interest rates are determined at U.S. Bank's discretion, and
may be tiered based on customer deposit amount.
The owner of the account is U.S. Bank, U.S. Bank Trust National Association, or U.S. Bank Trust Company National
Association (as applicable) (the "U.S. Bank Entities") as ag entfor Global Corporate Trust customers. The U.S. Bank Entities
perform all accountdepositsand withdrawals. Deposit accounts are FDIC -insured per depositor, as determined under FDIC
regulations, up to applicable FDIC limits.
THE U.S. BANK ENTITIES, WHEN ACTING AS AN INDENTURE TRUSTEE OR IN A SIMILAR CAPACITY, ARE NOT
REQUIRED TO REGISTER AS A MUNICIPAL ADVISOR WITH THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF COMPLYING WITH THE DODD-FRANK WALL STREET REFORM & CONSUMER PROTECTION ACT.
INVESTMENTADVICE, IF NEEDED, SHOULD BE OBTAINED FROM YOUR INVESTMENT ADVISOR.
AUTOMATIC AUTHORIZATION
In the absence of specific written direction to the contrary, as may be authorized under the governing agreement, the
applicable U.S. Bank Entity is hereby directed to investand reinvest proceeds and other available moneys in the U.S. Bank
Money Market Deposit Account. Customer confirms that the U.S. Bank Money Market Deposit Account is a permitted
investment under the governing agreement and this authorization is the permanent direction for investment of the moneys
until the applicable U.S. Bank Entity is notified in writing of altemate instructions.
City of Crestview, Florida, a Municipal Corporation
Company Name Sig ature of Authorized Directing Party
Trust Account Number — includes existing
itie / [fake
6V?-31
EXHIBIT 3
REQUISITION REQUEST AND CERTIFICATE OF ACCEPTANCE No.
(to be submitted with each requisition request for payment to the vendor)
-or-
(J) FINAL REQUISITION REQUEST AND CERTIFICATE OF ACCEPTANCE
(to be submitted with the final requisition request upon acceptance of the
Equipment)
The Escrow Agent is hereby requested to payf romthe Escrow Fund established and
maintained under that certain Escrow Agreement dated as of May 25, 2023 (the "Escrow
Agreement') by and among PNC Bank, NationalAssociation (the "Lessor"), City of Crestview,
Florida, a Municipal Corporation (the "Lessee', and U.S. Bank National Association (the
"Escrow Agent'), the amount set forth below to the named payee(s). The amount shown is
due and payable under a purchase order or contract (or has been paid by and not previously
reimbursed to Lessee) with respect to equipment being leased under that certain Lease -
Purchase Agreement No. 1194033-2 dated as of May 25, 2023 (the "Lease"), byand between
the Lessor and the Lessee, and has not formed the basis of any prior requisition request.
PAYEE AMOUNT
Total requisition amount $
The undersigned, as Lessee under the Lease hereby certifies:
1. The items of the Equipment, as such term is defined in the Lease, fully and
accurately described on the Equipment List attached hereto have been delivered at the
location(s) set forth therein.
2. A present need exists for the Equipment which need is not temporary or
expected to diminish in the near future. The Equipment is essential to and will be used byte
Lessee only for the purpose of performing one or more governmental functions of Lessee
consistent with the permissible scope of Lessee's authority.
3. The estimated useful life of the Equipment based upon the manufacture's
representations and the Lessee's projected needs is not less than the Lease Term of lease
with respect to the Equipment.
4. The Lessee has conducted such inspection and/or testing of the Equipment as
it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment
for all purposes as of the date of this Certificate.
5. The Equipment is covered by insurance in the types and amounts required by the
Lease.
9/22 Pierce Standard Escrow Doc Template
6. No Event of Default or Non -Appropriation Event, as each such term is defined
in the Lease, and no event which with the giving of notice or lapse of time, or both, would
becomesuch an Event of Defaultor Non -Appropriation Event has occurred and is continuing
on the date hereof.
7. Sufficient funds have been appropriated by the Lessee for the payment of aU
Rent Payments due under the Lease during Lessee's current fiscal year.
8. Based on the foregoing, Lessor is hereby authorized and directed to fund the
acquisition of the Equipment set forth on the Equipment List by paying, or causing to be paid,
the manufacturer(s)/vendor(s) the amounts set forth on the attached invoices.
9. The following documents are attached hereto and made a part hereof'
(a) Copy of Invoice(s);
(b) Copies of Certificate(s) of Origin designating Lessor as lienholder if
any part of the Equipment consists of motor vehicles, and evidence of filing; and
(c) Requisition for Payment
10. If this is the final acceptance of Equipment, then as of the Acceptance Date
stated below and as between the Lessee and the Lessor, the Lessee hereby agrees that: (a)
the Lessee has received and inspected all of the Equipment described in the Lease; (b) all
Equipment is in good working order and complies with all purchase orders, contracts and
specification; (c) the Lessee accepts all Equipmentfor purposes ofthe Lease "as -is, where -is";
and (d) the Lessee waives any right to revoke such acceptance.
If Lessee paid an invoice prior to the commencement date of the Lease and is requesting
reimbursement for such payment, also attach a copy of evidence of such payment together
with a copy of Lessee's Declaration of Official Intent and other evidence that Lessee has
satisfied the requirements for reimbursement set forth in Treas. Reg.
§1.150-2.
Acceptance Date:
ATTEST:
M; ryanne
City Clerk
-a3-i.3
City of Crestview, Florida, a Municipal
Corporation,
as Lessee
By.
9/22 Pierce Standard Escrow Doc Template
PNC Bank, National Association,
as Lessor
By.
Title:
Date:
9/22 Pierce Standard EscrowDocTemplate
ESCROW ACCOUNT SET-UP FORM
LESSEE NAME: City of Crestview. Florida, a Municipal Corporation
LESSEE ADDRESS: 198 N Wilson Street, Crestview, FL 32536
LESSEE CONTACT Gina Toussaint, Finance Director
PHONE NO: 850-682-1560
EMAIL: ginatoussaint@cityofcrestview.org
LEASE NO. 1194033-2
ESCROW AMOUNT: $200,000.00
ACCEPTANCE FEE: $250.00
EXPECTED SET-UP DATE: May 25, 2023
INIl1AL DISBURSEMENT REQUESTED: NO
TAXPAYER ID NO.:
PNC Bank Contact:
59-6000295
Gianna O'Lone at gianna.olone@pnc.com
FUNDS WILL BE WIRED AS FOLLOWS:
Bank Name: U. S. Bank National Association
ABA: 091000022
A/C: 104793255431
For credit to escrow account #
Attention: Michelle Lemon
TO BE COMPLETED BYESCROWAGENT
DATE ESCROW ACCOUNT SET-UP
PRINCIPAL ACCOUNT NO.:
INCOME ACCOUNT NO.:.
CONFIRMED BY ESCROWAGENT
9/22 Pierce Standard Escrow Doc Template
9/22 Pierce Standard Escrow Doc Templa
May 25, 2023
Lessee:
Lessor:
Re:
Gentlemen:
I ONATHAN HOLLOWAY5 RA.
City of Crestview, Florida, a municipal corporation
PNC Bank, National Association
Lease -Purchase Agreement No. 1194033-2 dated May 25, 2023, by and between the above -
named Lessee and the above -named Lessor
I have acted as counsel to Lessee with respect to the Lease -Purchase Agreement, Schedule A-1 to Lease -Purchase
Agreement and all other agreements described above or related thereto (collectively, the "Agreements") and
various related matters, and in this capacity have reviewed a duplicate original or certified copy of the
Agreements and such other documents as I have deemed necessary for the purposes of this opinion.
Based upon the examination of such documents, it is my opinion that:
1. Lessee is a political subdivision of the State of Florida (the "State") duly organized, existing and operating
under the Constitution and laws of the State.
2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its
obligations thereunder and the transactions contemplated thereby.
3. The Agreements and all other documents related thereto have been duly authorized, approved, and executed
by and on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee enforceable
in accordance with its terms, except to the extent limited by State and Federal law affecting creditor's
remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the
enforcement of creditors' rights.
4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating
to the transactions contemplated thereby have been performed in accordance with all applicable Local, State
and Federal laws (including open meeting laws and public bidding and property acquisition laws).
5. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative
agency or governmental body, that challenges: the organization or existence of Lessee; the authority of its
officers; the proper authorization; approval and execution of any of the Agreements or any documents
relating thereto; the appropriation of monies to make payments under the Agreements for the current fiscal
year; or the ability of Lessee otherwise to perform its obligations under the Agreements and the transactions
contemplated thereby.
6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of
1986, as amended, and the related regulations and rulings thereunder.
Lessor, its Assignee and any of their assigns may rely upon this opinion.
Respectfully submitted,
AO
1
than T. Solloway
cc: City of Crestview, Florida
420 East Pine Avenue • Crestview, Florida 32539 • (850) 398-6808
I01
INSURANCE COVERAGE DISCLOSURE
PNC Bank, National Association, LESSOR
City of Crestview, Florida, A Municipal Corporation, LESSEE
RE: INSURANCE COVERAGE REQUIREMENTS
1. In accordance with the Lease -Purchase Agreement, Lessee certifies that it has instructed the
insurance agent named below (please fill in name, address, and telephone number):
to issue:
a. Ali Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance
naming PNC Bank, National Association and/or its assigns as Loss Payee.
Coverage Required: Termination Value Specified
b. Public Liability Insurance evidenced by a Certificate of Insurance naming PNC Bank, National
Association and/or its assigns as an Additional Insured.
Minimum Coverage Required:
$1,000,000.00 per occurrence
$2,000,000.00 aggregate bodily injury liability
$1,000,000.00 property damage liability
Proof of insurance coverage will be provided to PNC Bank, National Association, 995 Dalton Ave,
Cincinnati, OH 45203; prior to the time that the property is delivered to Lessee.
OR
2. Pursuant to the Lease -Purchase Agreement, Lessee represents and warrants, in addition to other
matters under the Lease -Purchase Agreement, that it is lawfully self -insured for: (check to indicate
coverage)
a. All risk, physical damage in the amount specified in 1(a) above.
b. Public liability for not less than the amounts specified in 1(b) above.
Lessee has attached a signed letter describing self-insurance.
LESSEE: City of Crestview, Florida, A Municipal Corporation
By:
Title: /4yii"
INSURANCE INFORMATION
Please provide the following information to your insurance company to help expedite
receipt of the necessary coverage:
ITEMS WHICH NEED TO BE REFLECTED ON INSURANCE CERTIFICATE:
• PNC Bank, National Association must be named Lender Loss Payee and
Additional Insured
• 30 Days' Notice of Cancellation
• Not Less than $2,000,000.00 limits on liability
• Certificate must reflect a short equipment description
• Certificate must reflect an expiration date
Certificate Holder Information:
PNC Bank, National Association, its successors and/or all assigns
995 Dalton Ave.
Cincinnati OH 45203
Please send a copy of certificate to Gianna O'Lone at Gianna.OLone@pnc.com,
The original should be mailed to the same at:
PNC Bank, National Association
995 Dalton Ave.
Cincinnati OH 45203
Please call Gianna O'Lone at 513-455-2343, if you have any questions.
PNC
EQUIPMENT FINANCE
May 25, 2023
City of Crestview, Florida, A Municipal Corporation
198 N. Wilson Street
Crestview, FL 32536
Attention: Gina Toussaint
RE: Lease -Purchase Agreement No. 1194033-2 dated May 25, 2023, ("Lease") by and between City of
Crestview, Florida, A Municipal Corporation ("Lessee") and PNC BANK, NATIONAL ASSOCIATION
("Lender").
Dear Gina:
Thank you for choosing PNC Bank, National Association for your financing needs. Please refer to the
second page, to guide you through the transfer of title and vehicle registration process.
As the Lessee, it is your responsibility that all titled equipment show evidence of Lender, as first and onty
Iienholder on the title, per the contractterms. As Lender, PNC Bank, National Association agrees to give
the Borrower 45 days, from the vehicle delivery date to have the titles processed with the respective fitting
agency with Lender, as first and only Iienholder.
We appreciate your business and are available to help you navigate the process. If you have any
questions, you may call 855-531-1727 or emal your questions to: , iNCEFCollateralApnc.com.
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION
Gianna O'Lone
Commercial Transaction Coordinator
YOUR NEXT STEP
CUSTOMER'S RESPONSIBILITY TO TITLE AND REGISTER FINANCED
EQUIPMENT TO SECURE LOAN
FOR OUR LESSEES/BORROWERS
If the Lessee/Borrower is completing title work and/or registration:
- The vendor or prior vehicle owner will provide you with a completed MSO/MCO or Title and Title
Application. The Lessee/Borrower is responsible for all additional costs/fees associated with titling
and registration. Such payments are not built in to your Lease/Loan,
FOR VENDORS OR PRIOR VEHICLE OWNERS
Proof of Origination/Ownership
- Please provide PNC Bank, National Association with a copy of the FRONT side of the MSO/IVIOO
or Current Title and Title Application.
If the Vendor or Prior Owner is completing title work and/or registration:
PNC Bank, National Association must receive a copy of the Title Application and reverse side of
the Title/MSO/MCO showing Lessee/Borrower as Owner and PNC Bank, Nation Association as
Lienholder p dor to releasing funds.
TITLE INFORMATION
New title listing PNC Bank, National Association should appear as follows (unless otherwise stated
in your Lease/Loan eareement):
- Owner: Lessee/Borrower
- Lienholder: "PNC Bank, National Association"
Original Titres/MSO/MCO
- All Original Titles (or Lien Statements, when applicable) listing Lessee/Borrower as Owner and
PNC Bank, National Association as Lienholder must be mailed to PNC Bank, National
Association within 45 days of registration. PNC Bank, National Association will retain all titles
subject to the terms of the Lease/Loan. An exception to this would be if your contract states that
PNC Bank, National Association be named as the "Owner" of the titled equipment, i.e. TRAC
lease.
Mail Title/MSQIMCO(s) to the following address:
PNC Bank, National Association
995 Dalton Avenue
Cincinnati, OH 45203
Attn: Colateral Department
- For questions, please call our Client Care
Department at 855-531-1727 or email
END -OF -LEASE TERM OPTIONS RIDER
(Including "Turn In" Option)
Lease -Purchase Agreement Number 1194033-2 Dated May 25.2023
Lessee: City of Crestview, Florida, A Municipal Corporation
Balloon Rent Payment $455 770.81 (Payable at the End of the Lease Term)
Reference is made to the above Lease -Purchase Agreement together with its Schedule A-1 and
all related ag reements("Lease") between PNC Bank, National Association ("Lessor") and the above Lessee
("Lessee"). Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same
meaning when used herein. Lessee and Lessor agree that this Rider is attached to and made a part of the
Lease.
1. THREE OPTIONS AT THE END OF THE LEASE TERM. At the end of the Lease Term, Lessee shall
have the following three options (provided, that if Lessee fails to furnish the advance written notice as
required in paragraphs 3 or 4 below, then Lessee shall automatically be obligated to pay in full the
amounts set forth in paragraph 2 below): (i) Lessee may pay the Balloon Rent Payment and all other
amounts set forth in paragraph 2 below; or (ii) subject to the requirements of paragraph 3 below, Lessee
may turn in the Equipment to Pierce Manufacturing Inc. ("Pierce") and Lessee shall agree to acquire a new
fire truck supplied by Pierce or Pierce's designated dealer; or (iii) subject to the requirements of paragraph
4 below, Lessee may re-financethe Balloon Rent Payment.
2. BALLOON RENT PAYMENT. Unless Lessee has made an effective and timely election under
paragraphs 3 or 4 below, at the end of the Lease Term, Lessee shall pay Lessor the Balloon Rent Payment
together with all other unpaid Rent Payments and all other amounts then due and payable by Lessee under
the Lease and thereafter the Lease shall terminate in accordance with Section 13 of the Lease. "Balloon
Rent Payment" means the amount set forth above as the Balloon Rent Payment. Lessee expressly agrees
that if it fails to fumish the advance written notice as required in paragraphs 3 or 4 below, then Lessee shad
automatically be obligated to pay to Lessor in full the amounts set forth in this paragraph 2.
3. "TURN -IN" OPTION WITH RETURN & MAINTENANCE REQUIREMENTS. If and only if Lessee
sends written notice to Lessor and Pierce that Lessee elects to exercise Lessee's rights under this
paragraph 3 at least 18 months (but no more than 24 months) before the end of the Lease Term, then
Lessee agrees for the benefit of both Lessor and Pierce that: (a) Lessee shall return the Equipment to
Pierce in accordance with subparagraphs 3.1 and 3.2 below; (b) Lessee shall enter into a binding contract
with Pierce (or Pierce's designated dealer) to acquire a Replacement Fire Truck in accordance with
subparagraph 3.4 below; and (c) Lessee shall pay in full all amounts set forth in subparagraphs 3.1, 3.2
and 3.3 below. If and only if (i) Lessee complies in fr.il with all of the requirements of this paragraph 3, then
Lessee shall not be obligated to pay Lessor the Balloon Rent Payment at the end of the Lease Term.
Lessee acknowledges that Pierce is the intended third party beneficiary of the terms and conditions of this
paragraph 3, and Lessee agrees that Pierce, directly in its own name and for its own benefit, may demand
performance of and enforce any or all of Lessee's obligations as set forth in this paragraph 3
3.1 If Lessee has made an effective and timely election under the above terms of this paragraph
3, then at the end of the Lease Term, Lessee shall return the Equipment to Pierce at a location selected
by Pierce and Lessee agrees for the benefit of both Lessor and Pierce that the Equipment shall comply
with the following retum and maintenance conditions on such date, all as determined by Pierce in its sole
discretion: (1) during the Lease Term, Lessee shall have properly maintained the Equipment, including,
without limitation, all oil supplies, lubrication, brake and hydraulic fluids, refrigeration fluids, filters and
pollution control devices of the Equipment; (2) all paint shall be in normal condition without excessive
scratches, dents and chips, all graphics must be professionally removed so that the exterior is in "trade-in"
condition, and any paint or body repair exceeding $500.00 shall be completed at Lessee's expense; (3) all
electrical components shall be fully operational and shall pass the Pierce QSD 113 electrical test (or its
reasonable equivalent as determined by Pierce); (4) all pumps must pass NFPA standard 1911 third -party
certification (or its reasonable equivalent as determined by Pierce); (5) engines shall perform according to
original equipment manufacturer (OEM) specifications without excessive fluid leaks o r blow by (as specified
in the owner's manual or its equivalent); (6) the transmissions shall shift properly at rated bads and speeds
and the mechanical drivelines, differentials and final drives shall be in good condition without Teaks or
excessive vibration; (7) air conditioning units shall be fully functional and cooling to their rated capacity; (8)
all environmental equipment shall be fully functional; (9) the engine and exhaust systems shall conform to
all federal and state emissions standards; (10) replacement parts installed on the Equipment shall have
been supplied by approved OEM suppliers; (11) all brakes shall have at least 50% remaining useful life;
(12) each tire shall have at least 50% remaining useful life, shall be of original size and rated capacity and
shall not have any material damage, and any tire not satisfying said standards shall be rep laced at Lessee's
expense; (13) frame and structural members must be structurally sound and without breaks or cracks; (14)
glass shall not be cracked or broken; (15) batteries must hold their rated charge for 72 hours; (16) any cost
to repair damage to the chassis interior (including seat surfaces, headliners, door panels, dash and radio
equipment mounting) exceeding $500.00 shall be paid by Lessee; (17) aerials must pass NFPA standard
1914 third -party certification (or its reasonable eq uivalent as determined by Pierce); (18) any cost exceeding
$1,000.00 in total to repair physical damage to hose bed areas, cross lays, compartment interiors and tread
plate surfaces shall be paid by Lessee; (19) all gauges and meters shall be fully operational; (20) Lessee
shall pay all out-of-pocket costs incurred by Pierce or its agent to transport the Equipment to the location
specified by Pierce and to insure the Equipment during such transportation; and (21) Lessee shall have
maintained the Equipment in compliance with Section 8 of the Lease.
3.2 At the time of Lessee's return of the Equipment to Pierce, (a) Lessee shall provide a historical
record of all maintenance and repairs of the Equipment and periodic lubrication analyses done during the
Lease Term in order to verify Lessee's compliance with the foregoing retum and maintenance conditions,
and (b) Lessee shall transfer good title to the Equipment free and dear of all Liens to PNC Bank, Nation
Association (or its designee) and deliver a Certificate of Title and such other documents as PNC Bank,
National Association reasonably requests in connection with such transfer of title. Within 20 days of
Lessee's retum of the Equipment, Pierce and/or its authorized agents will conduct a comprehensive road
test, take lubrication testing samplesfromthe engine, transmission and differential (and such lubricant tests
must show no contaminants or excessive metal particles) and conduct other tests in order to determine
whetherthe Eq uipmentcomplies with the foregoing retum and maintenance req uirements and Lessee shall
pay all costs and expenses necessary to make the Equipment comply with the foregoing return and
maintenance requirements. All sums due under this paragraph 3 shall be paid to Pierce promptly upon
Pierce's written demand and if said sums are not so paid by Lessee within 10 days from the demand date,
Lessee shall pay Pierce on demand as a late charge 5% of such overdue amount, limited, however, to the
maximum legal amount.
3.3 If Lessee intends to exercise its rights under this paragraph 3 and if at the time of Lessee's
return of the Equipment to Pierce at the end of the Lease Term the mileage recorded on the Equipment's
odometer is greater than the Maximum Mileage noted below, then Lessee shall pay to Pierce an excess
usage fee amount equal to the Excess Usage Fee stated below for each mile in excess of the Maximum
Mileage stated below:
Maximum Milee at the End of the Lease Term: 70.000 miles
Excess Usage Fee: $7.29 per mile
3.4 No later than 18 months before the end of the Lease Term, Lessee shall have entered into a
binding written contract with Pierce or Pierce's designated dealer (which contract remains in effect at all
relevant times) to acquire a new fire truck (a "Replacement Fire Truck") from Pierce or Pierce's designated
dealer; provided, that (a) the terms and conditions of said contract shall be reasonably satisfactory to Pierce
or Pierce's designated dealer, and (b) the acquisition cost of the Replacement Fire Truck shall not be less
than the Balloon Rent Payment; and the acquisition shall be financed by PNC Bank, National Association.
3.5 After careful consideration of the Lessor's Cost of the Equipment, of the length of the Lease
Term, of the physical, technical and performance characteristics of the Equipment, of the anticipated
obsolescence of and Lessee's intended use of the Equipment, and of all other relevant factors, Lessee
represents and warrants to Lessor and Pierce that Lessee has no current fixed intention to exercise its
option under this paragraph 3.
3.6 If Pierce determines that the "tum-in" conditions set forth herein have not been satisfied by
Lessee, then the "turn -in" option of Lessee set forth in this paragraph 3 shall be void and Lessee shall be
obligated to pay to PNC Bank, National Association in full the amounts set forth in paragraph 2 above.
4. RE -FINANCE OPTION. If and only if Lessee sends written notice to Lessor that Lessee elects to
exercise Lessee's rights under this paragraph 4 at least 3 months but no more than 6 months; before
the end of the Lease Term, then Lessor agrees to re -finance the Balloon Rent Payment with Lessee so
long as all of the following conditions are satisfied in full: (a) Lessor in its sole discretion approves in writing
the extension of credit to Lessee in connection with said re -financing; (b) the interest rate and term of the
re -financing shall be mutually acceptable to Lessor and Lessee (provided, that if for any reason Lessor and
Lessee fail to agree on the interest rate and term for the re -financing, then Lessor shall have no obligation
to re -finance the Balloon Rent Payment); (c) Lessee shall execute and deliver to Lessor such agreements
as Lessor reasonably requires for such re -financing including, but not limited to, (I) an amendment of the
Lease and its Schedule to reflect the terms of the re -financing approved by Lessor; (ii) no Event of Defacit
underthe Lease shall have occurred and be continuing; (iii) no material adverse changeshall have occurred
in the Internal Revenue Code of 1986, as amended, and the related regulations and rulings (collectively,
the "Code"); (iv) all representations of Lessee in the Lease remain true, accurate and complete; and (v)
Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and
substance, to Lessor (A) evidence of required insurance coverage; (B) an opinion of Lessee's counsel; (C)
copiesof resolutions by Lessee's g oveming body authorizing the re -financing of the Lease and incumbency
certificates for the person(s) who will sign the required documents for the re -financing; (D) such documents
and certificates relating to the tax-exempt interest payable in connection with the re -financing (including,
without limitation, IRS Form 8038G or 8038GC) as Lessor may request; and (E) such other documents and
information as are reasonably requested by Lessor.
Cit , of Crestview Florida. A Munici:.al Cor::roration PNC Bank National Association
(Lessee Name) ("Lessor")
By: .f /41i ' By:
Title: 1Ja VIP" Title:
Pierce Manufacturing Inc., solely forthe purposes of
acknowledging the Balloon Rent Payment and its status as
Third -Party beneficiary under certain terms of this Agreement.
By:
Title:
E24
CERTIFICATE OF INCUMBENCY
Lessee:City of Crestview, Florida, A Municipal Corporation
Lease -Purchase Agreement No.: 1194033-2 Dated: May 25, 2023
I, the undersigned Secretary/Clerk identified below, do hereby certify that 1 am the duly elected or
appointed and acting Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision duly
organized and existing under the laws of the State where Lessee is located, that I have the title stated
below, and that, as of the date hereof, the individuals named below are the duly elected orap pointed officers
of the Lessee holding the offices set forth opposite their respective names.
[NOTE: Use same titles as Authorized Representatives stated in Resolutions.]
Name
ltorY &r n f... 1e Ley, Ai
Name
or'
Title
CCLr)i
Title
S
g nature
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee
as of the date set forth below.
ign ture c t Secretary/Clerk of Lessee
Print Name: Marti arum `'Slelir0.4tit
Official Title:c T Oie
{
Date:
igty 2.5 Z.oz. 3
010•1•••64
,,,,,co\A1:::00F2c460‘03,,,c,
: .EN,.e.,. orns
.O
E28
FOUR PARTY AGREEMENT
Dated as of Ma,.. 25 2023
Lessee means City of Crestview, Florida, A Municipal Corporation
"Lease" means Lease -Purchase Agreement No. 1194033-2 dated Ma., 25 2023, togetherwith its Schedule
A-1.
"Pierce" means Pierce Manufacturing Inc., the manufacturer of the Equipment.
"Supplier" means: Ten-8 Fire & Safety, LLC
Reference is made to the Lease, described above between PNC Bank, National Association
("Lessor") and the Lessee identified above which relates to Equipment described in Schedule A-1 to the
Lease ("Equipment") to be manufactured by Pierce and supplied by Supplier, an authorized dealerof Pierce
fire equipment. For good and valuable consideration, receipt of which is hereby acknowledged, Lessee,
Lessor, Pierce and Supplier hereby agree as follows:
1. Notwithstanding anything to the contrary in the Lease, Lessee hereby notifies Lessor that the
Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted by Lessee
for purposes of the Lease. Lessee agrees to execute and deliver to Lessor a Delivery and Acceptance
Certificate in the form attached hereto as Exhibit A upon the circumstances set forth in said Certificate.
2. All parties agree that the Purchase Price of the Equipment shall be as set forth below if said Purchase
Price is paid on or before the Advance Payment Date set forth below:
Purchase Price:
Additional Equipment:
Vendor Discounts:
Advance Payment Date:
$1 458 979.48
200.000.00
$54 885.82
May 25 2023
3. Upon execution of the Lease and delivery of all documents required by Lessor, Lessee agrees that it
shall pay the Lessee Down Payment stated below and Lessor agrees that it shall pay the balance of the
Purchase Price (the "Amount Financed") stated below. Lessee agrees that the Lease Term and Lessee's
obligation to pay Rent Payments shall commence on the date set forth in the Lease notwithstanding the
delivery of the Equipment at a later date.
Lessee Down Payment: $0.00
Trade In: $0.00
Amount Financed: $1 604 093.66
4. (a) Supplier anticipates that it shall deriver the Equipment to Lessee by the Anticipated Delivery Date
set forth below.
Anticipated Delivery Date: December27 2024
(b) Supplier anticipates that it shall deliver the Equipment to Lessee no later than the Outside Delivery
Date set forth below and that such Equipment shall comply with all specifications and requirements of
Lessee and with the terms and conditions of any purchase order/purchase agreement relating thereto.
Outside Delivery Date: Februa 27 2025
5. If for any reason whatsoever Supplier fails to deliver the Equipment to Lessee as set forth in
subparagraph 4(b) of this Agreement by the Outside Delivery Date for any piece of Equipment (the
"Delayed Equipment"), and the Lessee has not agreed to revise the Outside Delivery Date with respect to
such Delayed Equipment, then Pierce hereby agrees as follows only for the Delayed Equipment:
(a) On the first business day after the Outside Delivery Date, Pierce shall pay to Lessee the Lessee
Down Payment for the Decayed Equipment plus interest at the Prime Rate plus one percent (1%)
per annum from the Advance Payment Date to the date of such payment;
(b) On the first business day after the Outside Delivery Date, Pierce shall p ay to Lessor f or the Delayed
Equipment the Amount Financed plus interest at the Prime Rate plus one percent (1%) per ante
from the Advance Payment Date to the date of such payment; and
(c) "Prime Rate" means the prime rate of interest as published from time to time in the Wall Street
Journal.
If there is more than one piece of Equipment subject to the Lease, and some of the Equipment is delivered
in accordance with subparagraph 4(b) of this Agreement, the payments owed pursuant to the Lease shall
be modified to reflect only the obligations due on the Equipment that was delivered pursuant to
subparagraph 4(b). The new payment obligation will be determined based on the amount financed for the
Equipment delivered to the Lessee, and based on the interest rate in effect as of the date of Lease
commencement.
6. If Pierce makes the payments described in paragraph 5 for the Delayed Equipment under the
circumstances set forth above and if Lessee has otherwise paid and performed its obligations under the
Lease as of such payment date for the Delayed Equipment, then Lessee and Lessor agree that the Lease
shall terminate as of the date of such payments by Pierce as to the Delayed Equipment only. Lessee's
obligations shall continue unabated for the Equipment that was delivered pursuant to subparagraph 4(b).
Pierce expressly agrees that the Lease identified herein shall be a "Lease" as such term is used in the
Program Agreement, as amended, between Pierce and Lessor.
7. Supplier agrees theta performance bond (the "Performance Bond")will be issued which namesSuppler
as Principal, the Lessee as Obligee and the Lessor as Additional Obligee. The Performance Bond will
apply solely to the terms and conditions of the purchase order/purchase agreement, including related
equipment specifications and warranties, as issued by the Lessee and accepted by Pierce. The "Contract
Date" referred to in the Performance Bond shall be the date of this Agreement.
8. Except as expressy set forth herein, the Lease and terms and conditions of the purchase order/purchase
agreement for the Equipment remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below execute this
Agreement as of the date first written above.
City of Crestview. Florida, A Municipal Corooration PNC Bank, National Association
("Lessee") ("Lesso r')
By: %j-rdZ, By:
Title: Qt t- y' Title:
Pierce Manufacturing Inc. Ten-8 Fire & Safetv LLC
("Pierce") ("Supplier")
By: By:
Title: Title:
Exhibit A
DELIVERY & ACCEPTANCE CERTIFICATE
Lease -Purchase Agreement: 1194033-2
Reference is made to the above Lease -Purchase Agreement ("Lease"), which has been executed
and delivered by the undersigned Lessee ("Lessee") and PNC Bank, National Association ("Lessor"). This
Certificate amends and supplements the terms and conditions of the Lease -Purchase Agreement and is
hereby made a part of the Lease. Unless otherwise defined herein, capitalized terms defined in the Lease -
Purchase Agreement shall have the same meaning when used herein; provided, that "Equipment' shall
mean the Equipment described in the Schedule A-1 and in any attachment or exhibit to this Certificate.
Notwithstanding anything to the contrary, expressed or implied, in the Lease or its Schedule A-1,
Lessee agrees as foUows:
1. ACCEPTANCE OF EQUIPMENT. As of the Acceptance Date stated below and as between Lessee
and Lessor, Lessee hereby agrees that: (a) Lessee has received and inspected aA Equipment (b)al
Equipment is in good working order and complies with all purchaseorders, contracts and specifications;
(c) Lessee accepts all Equipment or purposes of the Lease "as -is, where -is"; and (d) Lessee waives
any right to revoke such acceptance.
ACCEPTANCE DATE: 7 - - ; t i a _
2. RENT PAYMENTS. Lessee hereby agrees that Lessee will pay the Rent Payments for the Equipment
in the amounts and on the dates specified in Schedule A-1 to the Lease.
City of Crestview, Florida, A Municipal Corporation
("Lessee")
By:
Title: M oCkkA 0 r
ATTEST:
Maryanne Sc
City Clerk
PNC Bank, National Association
INFORMATION REQUEST
LESSEE NAME: Cit { of Crestview Florida A Municipal Corporation
FEDERAL TAX I.D. #
BILLING ADDRESS:
Billing Contact
Street Address or Post Office Box
City, State and Zip
Phone Number
PHYSICAL ADDRESS (IF DIFFERENT).
Street Address or Post Office Box
City, State and Zip
Fax Number
Require Board Approval for Payments? Yes No
Board Meeting Date?
Require signed vouchers for payments? Yes No
We typically mail our invoices 30 days in advance. Taking into account a 7-day mail
period, do you foresee any problem that would prevent the payment from being received
on or before the due date?
Yes No
Please list any special instructions below:
..8038-G
(Rev. September 2018)
Department of the Treasury
Internal Revenue Service
Reporting Authority
1 issuer's name
Cii of Crestvi:. �. Florida. A Munici =1 Cons: :::tion
3a Name of person (other than issuer) with whom the IRS may communicate about this retum (see instructions)
4 Number and street (or P.O. box if mall is not delivered to street address)
198 N. Wilson Street
6 City, town, or post office, state, and ZIP code 7 Date of issue
Crestview. FL 32536 6itav 25, 2023
8 Name of issue 9 CUSIP number
Lease# ci84033-2
10a Name and title of officer or other employee of the issuer whom the IRS may call for more Information (see
instructions)
Gina Toussainr. Finance Director 650.682-1580
Type of Issue (enter the issue price). See the instructions and attach schedule.
Part II
10b Telephone number of officer or other
employee shown on 10a
11 Education . .
12 Health and hospital . . . . . . . . . . . . . . . . -
13 Transportation
14 Public safety . . . . . . . . . . . . . • . • . •
15 Environment (including sewage bonds)
16 Housing
17 Utilities
18 Other. Describe ►
19a If bonds are TANs or RANs, check only box 19a �" ❑
b If bonds are BANs, check only box 19b . ► ❑
20 If bonds are in the form of a lease or installment sale, check box ► ❑✓
Description of Bonds. Complete for the entire issue for which this form is being filed.
Part 111
Part IV
Information Return for Tax -Exempt Governmental Bonds
► Under Internal Revenue Code section 149(e)
► See separate instructions.
Caution: if the issue price is under $100,000, use Form 8038-GC.
► Go to www.irs.gov/F8038G for instructions and the latest information.
If Amended Return, check here ► ❑
2 Issuer's employer identification number (EIN)
58-6000295
3b Telephone number of other person shown on 3a
Room/suite 5 Report number (For IRS Use Only)
I
(a) Final maturity date (b) Issue price
6125120a0 $ c.dyt£4r,i)6*.i) + $ : 1PiA years I 5.020 %
Uses of Proceeds of Bond issue (including underwriters' discount)
22 Proceeds used for accrued interest 22
23 Issue price of entire issue (enter amount from line 21, column (b)) 23 1.604.098 66
24 Proceeds used for bond issuance costs (including underwriters' discount) i 24 0 001
25 Proceeds used for credit enhancement 125
26 Proceeds allocated to reasonably required reserve or replacement fund 126
27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . . . [ 27
28 Proceeds used to refund prior taxable bonds. Complete Part V . . . . 128
29 Total (add lines 24 through 28) 29
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . i 30 1.604,093 ei
Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . O. gars
32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► years
33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYV) . . ►
34 Enter the dateesi the refunded bonds were issued ► !MM/DD/YYYY:
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2018)
OMB No. 1545-0720
111
12
13
14
r15 i
16
17
18
1.804.0931
66
Part V
(c) Stated redemption
(d) Weighted
price at maturity average maturity
(e) Yield
Form 8038-G (Rev. 9-2018)
`_^ _ 1I Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC). See instructions 136a
b Enter the final maturity date of the GIC ► (MM/DD/YYYY)
c Enter the name of the GIC provider/P.
37 Pooled financings: Enter the amount of the proceeds of this issue that are 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 issue, check box ► ❑ and enter the following information:
b Enter the date of the master pool bond ► (MM/DD/YYYY)
c Enter the EIN of the issuer of the master pool bond ►
d Enter the name of the issuer of the master pool bond ►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(111) (small issuer exception), check box ► ❑✓
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► ❑
41a If the issuer has identified a hedge, check here ► ❑ and enter the following information:
b Name of hedge provider ►
c Type of hedge ►
d Term of hedge i-
42 If the issuer has superintegrated the hedge, check box ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box ► 0
44 If the issuer has established written procedures to monitor the requirements of section 148, check box ► ❑
45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
of reimbursement
b Enter the date the official intent was ado' led ► rMM/DD'Y'�'�'
Under penalties of perjury, I declare that I have examined this retum and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to
process this retum. to the person that I have authorized above,
Signature
and
Consent
Paid
Preparer
Use Only
ATTEST:
Mar nn
City Cler
ig6
Sig re of issuer's authorized representative
Printlrype preparer's name I Preparer's signature
Firm's name ►
Firm's address ►
43
Date
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Type or print name and tifle
Date Check if PTIN
self-employed
Firm's EIN ►
Phone no.
Form 8038-G (Rev. 9-2018)