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HomeMy Public PortalAboutPNC Finance Agreement 5 25 2023 - Fire Truck LeaseE05 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.'Wilson 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 defined herein apply eq uallyto boththe singular and plural form ofsuch terms. (a) "Equipment" means the property described in the Schedule, together with all attachments, additbre, accessions, improvements, replacements and substkutions 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, schedulesand 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 theAcaual 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 time to time in writing). EE�( ��SSS,�' SLY ->•. rflpcwain Qj Q pay IAA IS ABS�E ANDDIT •_ , T CTTO AN�OF p. D� . COUN RGLis►„ ABATEME RFC r R Y. h 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. Lessee has ved and inebected di Equip' mpnt: al Eau 4. ACCEPTANCE; FUNDING CONDITIONS. (a)�$n and Lifor ss gees that Is n anod wp no artier a cornnlies with a[( purchase orders/ contracts end. s ; I i �� essee accepts u �me aankses of this"a5.1 where-ls": and iv L 9ves y debt �a vok its acre cg. (b) Lessor has no oi to pay the Purchase Price of� t�qurpmentas stated in the Sc ule (the "Purchase Price") unless all reasonable coed bns established by Lessor ("Funding Conditions") have been satisfied, including, without limitation, the following: (i) Lessee has signed and delivered the Schedule; (ii) no Event of Default shall have occurred and be continuing; (Ili) no material adverse change shall have occured in the Internal Revenue Code of 1986, as amended, and the related regulations and rulings (collectively, the "Code"); Qv) no material adverse change shall have occurred in the Lessee's financial condition or any suppler of the Equipment (v) all representations of Lessee herein remain true, accurate and complete; and (vi) Lessor has received a1 of the following documents, which shall be reasonably satistory, in form and substance, to Lessor. (A) evidence of required insurance coverage; (B) an opinion of Lessee's counsel; (C).reasonably detalled invoices for tie Equipment; (D) Uniform Commercial Code (UCC) financing statements; (E) copies of resolutions by Lessees governing body duly authorizing this Lease and incumbency certificates for the person(s) who have signed this Lease; (F) such documerts 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 Lessors first sole Lien noted thereon and to deliver such MSO or COT d irectly 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 Tern commences and that it currentiy 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 th 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 w w ;, oed funds. The Lease will not be a general obligation of Lessee and shall not constitute a pledge of either Lessee's full faith and credit or of Lessee's taxing power. (b) if Lessee's governing body fails to appropriate suffbient 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 shad pay all Rent Payments and otherarnounts payableunderthe Leaseforwhich 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 return the Equipment "Return 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 manufacturer's or supplier's warranties. Lessor authorizes Lessee to obtain the customary services fumished in connection with such warranties at Lessee's sole expense. The Equlpmw,tls sold "AS IS". LESSEEAcKNOWLEDGESTI.IAT LESSOR DID NOT MANUFACTURE THE EQUIPMENT. LESSOR DOES NOT REPRESENT TI-E 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 MERCHANTABILJTY OR FITNESS FORA PARTICULAR PURPOSE OR OTHERIMSE 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 ORTHISLEASE- 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 liabi8y 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 wananty, representation, or agreement made by any manufacturer or supplier or airy 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 Equipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee agrees 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 existirg or hereafter arising) of Lessee hereunder. (b) As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority securiy interest in the Equipment (now existing or hereafter acquired) and any and all prooeeds thereof. Lessee agrees to execute and deliver to Lessor all necessary documents to evidenceand perfectsuch securlyinterest, including, without limitation, UCC financing statements. (c) "Secured Obligations" means Lessee's obligations to pay ad 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 wilt (a) repair and maintain the Equipment in good condition and working order in accordance with manufacturer's instructions; (b) supplyand install all replacement parts or other devices when required to so maintain the Equipment orwhen req aired by applicable taw or regulation, which parts or devices shall automatically become part of the Equipments (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 r improvements ("Imp rovements") to any Equipmentwithout Lessor's prior written consent unless the Improvements may be readily removed without damage to the operation, veins or utility ofthe 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 will not be deemed to be affixed orattachedto real estate or any 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 wit, 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 incorne of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without [imitation (i) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property taxes, and (ii) interest, penalties or fines on ary 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 Lehr true and complete copies of the invoice or bill of sale covering the replacement equipment; or (li) 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 revsed Schedule. (c) To the extent not prohibiteed by State law, Lessee shall bearthe risk of lossfor, shalt paydirectly, and shall defend againstany 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 daims, liabiities, proceedings, actions, expenses (including attomey's fees), damages 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 dir ctly 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 et 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 include the payment of any premium for any liability insurance coverage for bodily injury andfor property damage caused to others and no such insurance will be purchased by Lessor. (c) Lesseeat is 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 ofothers relating in any way to any Equipment. Proceeds of such pubic liability or property insurance shall be payable firstto Lessor as additional insured to the extent of its liability and then to Lessee. All insurers will be reasonably satisfactory to Lessor. Lessee will promptly deliver to Lessor satisfactory evidence of required insurance coverage and all renewals and replacementsthereof. Each insurance policy will require that theinsturer 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 Defame 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, pubic bidding and property acquisition laws) and all applieable 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 to 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 poitical 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 stale ora political subdivision thereof. 15 TAX COVENANTS. Lessee covenants that it: (a) shall comply with ail of the requirements of Sections 149(a) and 149(e) of the Code, as they may be amended from time to time, including, but not limited to, executing and filing intemal 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 actwhichwill 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) ff 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 exdudethe .interest component of any Rent Payment under a Tax -Exempt Lease fromfederal 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 respectto 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 exclusion, 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. Addftionally, 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 hen holder (an "Assignee') shall have all of the rights of Lessor underthe 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 agentto 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 bindlrg upon the heirs, executors, administrators, sucoessors 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 wrilten notice thereof; (d) any statement, representation or warranty made by Lessee herein or in any writing delivered by Lessee in comection 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 fled 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 rnay, at its option, do one or more of the folio irg: (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 return all Eq uipmert to Lessor in the manner set forth in Section 19, (iii) enter upon the premises where any Equipmentis located and repossess such Equipmentwithout demand 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 more p ublico r private transactions, and if Lessor so disposes of any Equipment, Lessor will retain the entire proceeds of such disposition free of any clairns 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 dauses (ax? 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 underapphcabte 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. Exerdse of one or more remedies will not preclude As exercise of any other remedy. No delay or failure in exercising any remedy hereundershatl 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 underthe provisions of this Lease or If Lessee is obligated at any time to return any Equipment, then (a) title to the EquipmentsM 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 isassembte, 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 requked hereunder shall be free and clear of any Liens (except Lessors Lien); and shall comply with all applicable laws and regulations. Untt the Equipment is returned as required above, this Lease shall remain in full force indudr , 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 AT o OR NEV. 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' Lessoss request the pubhdy 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 all Claims directly or indirectly arising out of or connected with (a) the manufacture, installation, use, lease, possession or delivery of the Equipment, (b) any defectsin the Equipment, any wrongful act oromiss fon 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 attorrya fees and costs), claims, actions and suits, whether in contract, tort or otherwise. Lessee hereby appoints Lessor its true and lawful attorney -in -fact (with full power of substitution). to (i) prepare any instrument, certtlicate of title or financing statement covering the Equipment or otherwise protecting Lessors 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 draftsfor 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 shag be deemed one instrument. Only one counterpart of this Lease wr11 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 ineffectiveto the extent of such prohon without invalidating the remainder of the Lease. (d) All notices to be given hereunder shall be rt writing and either personally delivered or mated by regular or certified mail or sent by an overnight courier delivery company tote 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 certifiedmall, or on the next business day if sent by overnight courier, or on the day of delivery if delivered personally. 23. ANTI -MONEY LAUNDERINGiINTERNATIONAL 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 modtication of this Lease or any Lease, and at atr 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 (dii) does business in or with, or derives any of ks 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, anal (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 embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented orrepknoed 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 Exdtartge 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 becomes a Sanctioned Person, or is indicted, arraigned, investigated or custodialy detained, or receives an.inquily from regulatory or law enforcement officials, in connection with any Anti -Terrorism Law or any predicate crime to any Anti -Terrorism Law, orself-discovers facts orcircumstances implicating any aspect of its o perations with the actual or possible violation of any Anti Terrorism Law, "Sanctioned Country' means a country subjectto 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, prohibited, sanctioned ordebaned person or entity, or subject to any limitations or prohibitions (including but not limited to the bioddng 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 financial institutions to obtain, verify and record information that identifies each lesseethat opens an account. Mat this means: when Lessee opens an account, Lessor will ask for the business name, business address, taxpayer identifying number and other formation that will allow Lessorto identify Lessee, such as organizational documents. For some businesses and organizations, 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 53400t or longer box -type trailer an a highway within California, the heavy-duty tractor must be compliant with sections 95300-95312,_title 17 California Code of Reouiajions, 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 -roiling -resistance tires that are U.S. Environmental Protection Agency (U.S. EPA) SmartVday Verified Technologies prior to current or future use in California, or may entirely prohibit use of this tractor in California 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 actions 0-95312xtitle 17, California Code.of R nulations, 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 SrrrartV4ay Verified Technologies prior to ament or future use in Caiitomia. (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 Calfomia Heavy -Duty Veliicle 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 plaarg calls using an automated dialing system to cell, VolP or other wireless phone number, or leaving prereooided 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. Title: City 9f Crestview. Florida. a igunickki Corooratbn ("Lessee') By: �r. Mayor 198 N. Wilson Street Crestview, FL 32536 ATTEST: Ma City Clerk der PNC Bank. National Asipciation ("Lessor? BY: Title 155 East Broad Street, B4-B230-05-7 Columbus, OH 45215 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 Na. 119033-2, together with all exhibits, schedules, addenda, and other attachments thereto, executed by Lessee and Lessor (the "Lease'. Unless otherwisedeliined herein, capitalized terms will have the same meaning ascibed 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, effiaentand economic functioning or to the services that Lessee providesto its citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the full 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 governing body. 3. BANK QUALIFIED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE -PURCHASE AGREEMENTAS A QUALIFIED TAX-EXEMPT OBLIGATION IN ACCORDANCE NTH 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 THATTHE 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: May 25.2023 (b) Amount Financed: i. Equipment Purchase Price $1458:979.48 Additional Equipment $200.000E00 Purchase Price Deductions SLUR Prepay Discounts $54.885.82 Trade in iii. Total Amount Financed (Cash Sale Price minus Purchase Price Deductions) (c) Payment Schedule: Accrual Date: May 25r 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 8 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 j 455,770.81 1,934.95 453,835.86 1.00 1 fir. of Cnestview,Flodda..A Municipal Corporation PNC Baok. National Association ("Lessor") ("Lessee') By: Title: ATTEST: hrader City Clerk s BY: Title: olt;;;;;4N 4 osAre V% :•-. ��t eta v� 4NIZE9*• .r 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 less 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 922 Pierce Mar Florid& — Turn 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 ail 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 pertormance of the foregoing agreement of Lessee to retum the Equipment to Lessor, "(c) if Lessee returns 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 Lessor's actions under this section, including, without limitation, any attorney 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. &22 Pierce Rider Florida — Tom in CitY of Crestview, Florida, A Municipal Corporation (Lessee) BY: Title: ATTEST: Ma nne City Clerk PNC Bank, National Association ( Lessor) By: Title 942 Pierce Rider Florida — Tum In E05 ESCROW RIDER Dated As of May 25, 2023 Lease -Purchase Agreement No. 1194033-2 Dated May 25.2023 Lessee: 2v 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 Lessorwii 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 Agreement. 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 shalt 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 itsrights and remedies under the related Schedule. Any funds on depositin 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 interest thereon shall remain payable in accordance with the term 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 EquipmentAcquisilion 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 EscrowAgreement 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 EscrowAgreement 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 sane 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 aiy 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.4111i e 1 N - yl z: 2. t el , - tr. Title: Aeffi y d✓ ATTEST: w ne �•er City erk .9tAkA-4,3ki By Name: Title: Er ESCROW AGREEMENT THIS ESCROW AGREEMENT ("EscrowAgreemeni') 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 NATIONALAssocIATiM as escrow agent ("EscrowAgent) Lessor and Lessee have heretofore entered into that certain Lease -Lease Purchase Agreement No. 11940334 dated as of Me425. 2023 (the "Lease'). The Lease contemplatesthatcertain equipment described therein (the 'Equipme► t') 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 terns set forth herein. Such deposit, together with all interestand other additions received with respectthereto (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 llnal acceptance of the Equipment by Lessee); tt applicable, to reimburse Lessee for progress payments already made by it to the Vendor of the Equipment; and, if applicable, to rent 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 paties agree as follows: 1. (a) Escrow Agent hereby agrees to serve as escrow agent upon the terms and condtions 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, togetherwith any income orinterest earned 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 condtions contained herein for the d isbursement of funds by the EscrrwAgenttherefrom. However, if the parties' intention that Lessee shalt 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 sum due to Lessor under the Lease. For such purpose, Escrow Agent hereby agrees to act as agent for Lessor in connedion with the perfection of such security interest and ag rees 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'1), 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 togetherwith 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 expres purpose, which shall be clearly identified on the books and records of Escrow Agent as being held in its capacity as Esaor Agent. Securities and other negotiable instruments comprising the Escrow Fund from time to time shall be held or reg istere in the name of Escrow Agent (or its nominee). The Escrow Fund shall not, to the extent permitted by applicable law, b4 subject to levy or attachment or lien by orfor the benefit of any creditor of any of the parties hereto (except with respect it the security interest therein held by Lessor). 4. The cash comprising the Escrow Fend from time to time shall be invested and reinvested by Escrow Agent in one or more investments as directed by Lessee in Exhibl 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 loss, cost or penalty resulting from any sale or liquidation of any such investment. Escrow 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 av such check or other instruments. Interest orotheramountsearned and received by EscrowAgentwith respect to the Escrow Fund shall be deposed in and comprise a part of the Escrow Fund. The EscrowAgent may elect, but shad not be obligated, 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, kr moll 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 shad be provisional in nature, and Escrow Agent shall be authorized to reverse or offset any such transactions or advances offunds in the event that it does not receive good fends with respect thereto, and (11) 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 P- 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 shad 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 Agentsacceptance of the deposit of the Purchase Price, anamount equaltoEscrow Agent's setup 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 timeto time, Escrow Agentshall pay to the Vendor of the Equipment payments then due and payable with respell thereto upon receipt of duly executed Requisition Request and Certificate ofAcceptanoeform 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 shad 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 Lessees acceptance of all the Equipment or to the extent that funds have not been disbursed f rom 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 Lc s AC inninwrtari hu r ems.. (e) Upon receipt by Escrow Agent of written notice from Lessor that the purchase price of tt Equipment has been paid in full, Escrow Agent shall applythe then remaining Escrow Fund, first, to all outstandir fees and expenses Incurred by Escrow Agent in connection herewith as evidenced by its statement forwarded 1 Lessor and Lessee, and, second, to Lessor for application against the interest component of Rent Payments unfit the Lease as providedtherein, unless otherwise agreed by Lessor. 7. The fees and expenses, including any legal fees, of Escrow Agent incurred in connection herewith sha4 br the responsibility of Lessee. The basic fees and expenses of Escrow Agent shall be as set forth on Exhibit 2 hereto arc Escrow Agent is hereby authorized to deduct such fees and expenses from the Escrow Fund as and when the same are incurred without anyfurtherauthorization from Lessee or Lessor. Escrow Agent may employ legal counsel and other expert 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 oromission in connection with this Escrow Agreement except for its own gross negligence, willful 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 permtited 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, except to the extentsuch Losses are finally determined by a courtof competent jurisdiction, which determination is not subjectto appeal, to have been directly caused solely by the gross negligenceorwilrul misconduct of such Indemiified Party in connection with Escrow Agent's material breach of this Escrow Agreement. Lessee further agrees to indemnly 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 penrissive rights shalt not be construed as duties. Escrow Agent shaft have no Liability under and no duty to inquire as to the provisions of any document other than this Escrow Agreement, including without limitation any other agreement 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 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 fury indemnified by Lessee in acting in accordance with the advice of such counsel. 13. Escrow Agent shall not be responsible for delaysorfaiures in performance resulting f rom acts of God, 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 subjectto any writ, order, decree or process of any court. or in case disturna mnt of the ce .r c,...a :.. • - court order, Escrow Agent is authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writ orders, decrees or process so entered or issued, whether with or without jurisdiction; and if Escrow Agent relies upon c complies with any such writ, order, decree or process, it shall not be liable to any of the parties hereto or to any other perso 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. Sucl 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 transferthe 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 shalt 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 (1) 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 (n) 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 ref rain from making any delivery or other d isposition 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 fa its failure or refusal to comply with such conflicting or adverse demands, and Escrow Agent shall be entitled to continue so to refrain and refuse so to actuntil: (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. Alt notices (excluding billings and communications in the ordinary course of business) hereunder shall be in writing, and shall be sufffcientiy 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 overnight delivery,is available, (d) by facsimile with a confirmation copy by regular United States mail, postageprepaid, or (e) by email with confirmation of receipt from the recipient, addressed to the other party at its respective address staffed 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 Agreement)to another entity, the successor ortransferee entity without any further act shall 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 agreementbetween 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 Par1t s env rinht harm& n r r nw&...f ..�.- .-• •__ _ _ _ . or by reason of this Escrow Agreement. 21. EACH PARTY TO THIS ESCROW AGREEMENT, TO THE FULLEST EXTENT PERMITTED B' 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 RELATE[ 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 "Noticeby electronic transmission (including by e-mail, facsimi transmission, web portal orotherelectronic 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 byDocuSign, Orbit, Adobe Sign orany other dgital.signature pmilder acceptable to Escrow Agent) shell 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, induding without limitation the risk of Escrow Agent acting on an unauthorized Notice, and the risk of interception or misuse by third parties. Notwithstanding the foregoing, Escrow Agent may in any instance and in its sole discretion require that an original document bearing a manual signature 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 Forrn 1099-B reporting on payments of gross pioceeds under internal Revenue Code Section 6045 and Form 1099 and Form 1042-S reporting with respect to investment income eamed 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 calctations and information and will have no responsibtlky for the accuracy or completeness of any such calculations or information. Lessee and Lessor shall provide Escrow Agent a properly completed IRS Form V1N9 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 taw 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 exec 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 : N e Title: Address: 198 N. Wilson Street Crestview, FL 32536 U.S. Bank National Association, as Escrow/Vent BY Name: Title: Address: 10 W. Broad St.,12n Floor CNOHBDI2 Columbus, OH 43215 U.S. Bank National Association 10 W. Broad Street, 12" 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 Escrow Ladies and Gentlemen: Pursuant to the above -referenced Escrow Agreement, 00.a1Ja.0awilI be deposited in escrow with you on or about May 25, 2023. Such funds shal be invested in one or more of the following qualified investments in the amounts indicated: PLEASE CHECK DESIRED QUALIFIED INVESTMENTS: �— Direct general obligations of the United States of America; AMOUNT OF INVESTMENT SZen IPo0 j_ Obligations —the timely payment of the principal $ of and interest on which is fully and unconditionally guaranteed by the United States of America; (_ General obligations of the agencies and instrumentalities of the United States of America acceptable to Lessor, L 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 INTHE FOURTH CATEGORY ABOVE, UNTIL LESSEE DIRECTS OTHERWISE. Very truly yours, City of Crestview, Florida, a Municipal Corporation, AS LESSEE By: Name: Title: ATTEST: Maryinne •, rader City Clerk • ExHBIT 2 ESCROW AGENT FEES AND EXPENSES SET --UP FEES $250.OQ, 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 responsibikty of Lessee and paid from W 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 morn market deposit account designed to meet the needs of its customers. Selection of this investment includes authorization t place funds on deposit and invest with U.S. Bank. U.S. Bank uses the daily balance method to calculate interest on thi account (actual365 or 366). This method apples a daily periodic rate to the principal balance in the account each day Interest is accrued drily and credited monthly to the account. Interest rates are determined at U.S. Bank's discretion, and may be tiered based on customer deposf 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 agentforGiobai 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. Bark Money Market Deposit Account Customer confirms that the U.S. Bank Money Market Deposit Account is a permitted Investment under the goveming agreement and this authorization is the permanent direction for investment of the moneys until the applicable U.S. Bank Ently is notified in writing of alternate instructions. 1�'ity of Crestview.. Florida. a Municipal Cornoratiorl Company Name Trust Account Number —includes existing ature of Authorized Directing Party err rtle tglate EXHIBIT 3 REQUISmON REQUEST AND CERTIFICATE OF ACCEPTANCE No. (to be submitted with each requisition request for payment to the vendor) -or- (4) FINAL REQUISrON REQUEST AND CERTIFICATE OF ACCEPTANCE (to be submitted with the final requisition request upon acceptance of the Equipment) The EscrowAgentis hereby requested to pay fromthe Escrow Fund established and maintained under that certain Escrow Agreement dated as of May 25, 2023 (the "Escnav 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 Ag reement No. 1194033-2 dated as of May 25, 2023 (the "Lease'), by and beM een 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 by the 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 manufacturer'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 adman/ledges that it accepts the Equipme it 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, woad becomesuch an Eventof Default o r Non -Appropriation Event has occurred and is continues on the date hereof. 7. Suffident funds have been appropriated by the Lessee for the payment of al 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 $ienholder if any part of the Equipment consists of motor vehicles, and evidence of fang; 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 axt 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 Offidal Intent and other evidence that Lessee has satisfied the requirements for reimbursement set forth in Treas. Reg. §1.150-2. Acceptance Date: City of Crestview, Florida, a Municipal Corporation, as Lessee By: Title: Date: 9/22 Pierce Standard Escrow n^^ T — PNC Bank, National Association, as Lessor By: Title: Date: 9/22 Pierce Standard Escrow Doc Template ESCROW ACCOUNT SET-UP FORM LESSEE NAME: City of Crestview. Florida, a Municipal Corporation LESSEE ADDRESS: 198 N 1Jlilson Street, Crestview, FL 32536 LESSEE CONTACT Gina Toussaint, Finance Director PHONE NO: 850-682-1560 EMAIL: g inatoussaintecityofcrestview.org LEASE NO. 1194033-2 ESCROW AMOUNT: $200,000.00 ACCEPTANCE FEE $250.00 EXPECTED SET-UP DATE: May 25, 2023 INITIAL DISBURSEMENT REQUESTED: NO TAXPAYER ID NO.: PNC Bank Contact: 59-6000295 Gianna O'Lone at gianna.olonecpnccom FUNDS MALL BE WIRED AS FOLLOVIS: Bank Name: U. S. Bank National Assocdatbn ABA: 091000022 A/C: 104793255431 Forcredit to escrow account # Attention: Michelle Lemon TO BE COMPLETED BY ESCROWAGENT DATE ESCROWACCOUNT SET-UP PRINCIPAL ACCOUNT NO.: INCOME ACCOUNT NO.:. CONFIRMED BY ESCROWAGENT 9/22 Pierce Standard Escrow Doc Template 9/22 Pierce Standard Esavw Doc Tempit JONATHAN HOI. LOWAY, RA. May 25, 2023 Lessee: Lessor. Re: Gentlemen: 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 cany 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 Lesser 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 niay rely upon this opinion. Respectfully submitted, cc: City of Crestview, Florida than T. olloway 420 East Pine Avenue • Crestview, Florida 32539 • (850) 398-6808 101 INSURANCE COVERAGE DISCLOSURE PNC Bank, National Association, LESSOR City of Crestview, Florida, A Munidpal 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. All 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 Specked b. Public Liability Insurance evidenced by a Certcate 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 spectiied in 1(a) above. b. Public Iiabifty 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 B Title: }Jny 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. Wison Street Crestview, FL 32538 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 finanang 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 only lienholder on the title, per the contract 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 titfrg agency with Lender, as first and only 5enho/der: We appreciate your business and are avalable to help you navigate the process. If you have any questions, you may call 855.531-1727 or email your questions to: PNCEFCoQatera#c2i7pnc.com. very truly yours, PNC BANK, NATIONAL ASSOCIATION Glenna O'Lone Commercial Transaction Coordinator YOUR NEXT STEP CUSTOMER'S RESPONSIBILITYTO TITLE AND REGISTER FINANCED EQUIPMENT TO SECURE LOAN FOR OUR LESSEESIBORROWERS if the Lessee/Borrower is completing title work andlor registration: - The vendor or prior vehide owner will provide you with a completed MSO/MCO or Title' and Title Application. The Lessee/Borrower is responsible for all additional costsffees associated with titling and registration. Such payments are not built in to your Lease/Loan. FOR VENDORS OR PRIOR VEHICLE OWNERS Proof of OriginationlOwnerahip - Please provide PNC Bank, National Associationwith a copy of the FRONT side of the MSO ICO or Current Title and Title Application. Hem Vendor or Prior Owner Is completing title work andlorregistration: • PNC Bank, National Association must receive a copy of the Title Application and reverse side of the Titie/MSO/MCO showing Lessee/Borrower as Owner and PNC Bank, National Association as Uenholder prior to releasing funds. TITLE INFORMATiON New title listing PNC Bank, National Association. should appear as follows (unless gfJrerwise staterI in your Lea4e Loan pgmemenf: - Owner. Lessee/Borrower - Lienholder: "PNC Bank, Nation'. Association" Original TltieelllASO ACO ▪ 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. Mall TitleIMSOtMCO(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 856-531-1727 or ema8 PNCEFCaliateralt , nc.com 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 ofthe 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 sane 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 Terrn, Lessee she 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): (L) Lessee may pay the Balloon Rent Payment and all other amounts set forth in paragraph 2 below; or al) subject to the requirements of paragraph 3 below, Lessee may tum 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 rerfinancethe Balloon Rent Payment 2. BALLOON RENT PAYMENT. Unless Lessee has made an effective and timely election under paragraphs3 or4 below, atthe end ofthe Lease Terrn, Lessee shall pay Lessor the Balloon Rent Payment together with all other unpaid Rent Payments and al other amounts then due and payable by Lessee under the Lease and thereafter the Lease shall terminate in accordance with Sedan 13 of the Lease. "Baloon 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 sM.. automatically be obligated to pay to Lessor in full the amounts set forth in this paragraph 2. 3. "TURN4N" 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 mast 18 months (fit no more th 24 months) before the end of the Lease Term, then Lessee agrees for the benefit of both Lessor and Pierce that: (a) Lessee shall retum the Equipmerrtte 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 shalt pay in full ail amounts set forth in subparagraphs 3.1, 3.2 and 3.3 below. If and only if (i) Lessee complies in fill 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 thls 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 return 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, includig, 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 "trade4' condition, and any paint or body repair exceeding $500.00 shall be completed at Lessee's expense; (3) al electrical components shall be fully operational and shall pass the Pierce QSD113 electrical test (or is reasonable equivalent as determiied by Pierce); (4) all pumps must pass NFPA standard 1911 third -party certtficatbn (or its reasonable equivalent as determined by Pierce);(5) engines shall perform according to original equipment manufacturer (OEM)specficatbns withoutexcessivefluid leaks or blow by (as specified in the owner's manual or its equivalent); (6) the transmissions shall shft properly at rated bads and speeds and the mechanical drivelines, differentials and final drives shall be in good condition without leaks or excessive vibration; (7) air conditioning units shall be fuly functional and cooling to their rated capacity; (8) all environmental equipment shall be fuly 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 usefid life; (12) each tire shall have at least 50% remaining useful life, shall be of original size and rated capacity arid shall not have any material damage, and any the not satisfying said standards shall be replaced at Lessee's expense; (13) frame and structural members must be structurally sound and without breaks orcracks; (14) glass shall not be cracked or broken; (15) batteries must hold their rated charge for 72 hours; (18) 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 1914third-party certification (or its reasonable equivalent 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 bead 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 Eq uipment to the roc a on 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 providea historical. record of all maintenance and repairs of the Equipment and periodic lubrication analyses done d urirtg the Lease Term in orderto verify Lessee's compliance with the foregoing return and maintenance conditions, and (b) Lessee shall transfer good titleto the Equipment free and dear of all Liens to PNC Bank, Natior i Assodation (or its designee) and deliver a Certificate of Titre and such other documents as PNC Bank, National Association reasonably requests in connection with such transfer of title. Within 20 days of Lessee's return of the Equipment, Pierce and/or its authorized agents will conduct a comprehensive road test, takeiubrication testing samples fro mthe engine, transmission and d ifferential (and such lubricant tests must show no contaminants or excessive metal particles) and conduct other tests in orderto determine whetherthe Eq uipmentcompties with the foregoing return and maintenance reequireements anid Lessee shall pay all costs and expenses necessary to make the Equipment comply with the foregoing retum and maintenance requirements. All sums due underthis 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 underthis 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 Mileage at the End of the Lease Term: 70.000 miles Excess Usage Fee: $L per mle 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 Place's designated dealer; provided, that(a)theterms and conditions of said contractshall be reasonablysatisfactoryto Pierre or Pierce's designated dealer, and (b) the acquisition cost of the Replacement Fire Truck shall not be Tess than the Balloon Rent Payment and the aoquisitbn 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 factor,, Lessee represents and warrants to Lessor and Pierce that Lessee has no current fixed intention to exercise ds option under this paragraph 3. 3.6 if Pierce determines that the “turn -in' conditions set forth herein have not been satisfied by Lessee, then the “tum-in“ option of Lessee set forth in this paragraph 3 shall be void and Lessee shall be obligated to pay to PNC Bank, National Assodation in full the amounts set forth in paragraph 2 above. 4. RE -FINANCE OPTION. N 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 (put nq more tljan 6 months), before the end of the Lease Term, then .Lessor agrees to refinance the Balloon Rent Payment with Lessee so long as all of the following conditions are satisfied in ful: (a) Lessor in its sole discretion approves in writing the extension of credit to Lessee in correction with said re-finandng; (b) the interest rate and tens ofthe re -financing shall be mutually aeoeptabie to Lessor and Lessee (provided, that if for any reason Lessor aid Lessee fail to agree on the interest rate and term for the re-finandng, 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, (1) an amendment of the Lease and its Schedule to reflect the terms of the re-finandng approved by Lessor, (ii) no Event of Defaut underthe Lease shall have occurred and be continuing; (iii) no material adverse changeshall have occuned 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 governing 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. Citx of Crestview. Florida. A Munictoal Corporation PNC Bank .National Association (Lessee Name) ("Lessor) By:By: Pierce Manufacturing Inc., soteryforthe purposes of acknowledging the Balloon Rent Payment and its status as Third -Party beneficiary under certain terms of this Agreement. By: Title: Title: RESOLUTION: 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 4yr.„ piiate 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 appwpiiation 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. 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: )1/411/44-0.--41 Signature of a ity Clerk of City of Crestview � Print Name: 1 1�I ld` ��++++,, 0� 1. r(� Q ,c (SEAL) Official Title: Date: 5 — — E24 CERTIFICATE OF INCUMBENCY Lessee:City of Crestview, Florida, A Muniapal Corporation Lease -Purchase Agreement No.:1194033-2 Dated: May 25, 2023 I, the undersigned Secretary/Clerk identlied bebw, do hereby certify that 1 am the duly elected or appointed and acting Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision duy 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 indivkluals named bebw are the duly elected or appointed offices of the Lessee holding the offices set forth opposite their respective names. [NOTE: Use same titles as Authorized Representatives stated in Resolutions.] T. 13 .%t, 4-}'cr, a or Name Title 1 • 1-,tea t rr Name C.. Ci Title c - gnature IN WITNESS WHEREOF, I have duly executed this certificate and effaced the seal of such Lessee as of the date set forth bebw. \s/kA.Alt4s.1.)._ 1:cretary/Clerk of Lessee Print Name: r L.rb wyrvr, Se.hr &deg- rLt j�) Official Title: T y 1.... ! e ric. Date: MR- Z S Z o z 3 ,k01•••••••49. - ISO -O .43 Ior 1%.,APRIL; !.` E28 FOUR PARTY AGREEMENT Dated as of May 25.2023 Lessee means City of Crestview, Florida, A Municipal Corporation "Lease" means Lease-PurchaseAgreement No. 1194033-2 dated bAav 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 dealer of 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 notyet been delivered to Lessee and the Equipment has notyet 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 Exhibk 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 sad Purchase Price is paid on or before the Advance Payment Date set forth bebw Purchase Price: $1 458 97 .48 Additional Equipment: Z 885.0I00 Q. Vendor Discounts: $54.d Advance Payment Date: May 25.2023 3. Upon execution of the Lease anddelivery 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 bebw. 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: $Q,.QQ Trade In: $QQ Amount Financed: $1804.093.66 4. (a) Supplier antidpates that it shall deliver the Equipment to Lessee by the Anticipated Delivery Dale set forth bebw. Anticipated Delivery Date: Decembp 27, 2024 (b) Suppler anticbates 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 temps and conditions of any purchase order/purchase agreement relating thereto. Outside Delivery Date: February- 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 afterthe Outside Delivery Date, Pierce shall pay to Lessee the Lessee Down Payment for the Delayed 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 afterthe Outside Delivery Date, Pieroe shall pay to Lessorforthe Delayed Equipment the Amount Financed plus interest at the Prime Rate plus one percent (1%) per annum 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 Wail 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 shell 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. Lesseers 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 ten is usedin the Program Agreement, as amended, between Pierce and Lessor. 7. Supplierag revs theta performance bond (the "Perfon nance Bond") will be issued which names Supplier as Principal, the Lessee as Obligee and the Lessor as Additional Obligee. The. Perfo mtanoe Bond wrl apply solely to the terms and conditions of the purchase orderlpurchase 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. Exceptas expressly setforth herein, the Lease and terms and condlions of the purchase order/purse 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. Citysof Crestvimflorida A Munich ai Corporation PNC Bank, Nat gnat Association ("Lessee") ("Lessor") By: �i(1,h20 By: Title:1__�tc, Title: pipirce Mpnufacturino Inc. Ten-8 Fire & Safety.. LLC ("P1erce) ("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 follows: 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 all Equipment; (b) all Equipment is in good working order and complieswith all purchaseorders, contrails and specifications; (c) Lessee accepts all Equipment for purposes of the Lease "as -is, where -is"; and (d) Lessee waves any right to revoke such acceptance. ACCEPTANCE DATE: 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: PNC Bank, National Association INFORMATION REQUEST LESSEE NAME: City of Crestview. Florida, A Municipal Cor roration FEDERAL TAX I.D. # --� - S 0 ©r'2 9`S BILLING ADDRESS: Lech Qi Mains chiixn/ Billing Contact ' R /J . ;1�S- Address or Post Office Box 4) 1� re,sTV i c 32.S 3lo City, State and Zip i 5 -to Z.-/5,D S. 2' Phone Number PHYSICAL ADDRESS (IF DIFFERENT): Street Address or Post Office Box City, State and Zip Require Board Approval for Payments? Board Meeting Date? S 2- 2- I 102.3 Require signed vouchers for payments? Yes e1,"a Fax Number 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: Part III Part 1 22 23 2425 2@ 27 28 29 30 Part V 31 32 33 34 (Rev. September 2010) Department of the Treasury Internal Reverts@ Service Part I Reirtil 1 Issuer's name Clxv of Crestview. Florid®. A status c _ sa Name of person (other than leaner) with whom the IRS may communicate about this return (see Instructions) information Return for Tax -Exempt Governmental Bonds I. Under internal Revenue Cods section 140(e) ► See separate instructions. Caution: if the issue price is under $100,000, use Form 8038-GC. • Go to www isagov/199038G for instructions and the latest information. Atdho'iur:' if Amended Return, check here )► ❑ • 2 Issuer's employer identification number (BN) 59-6000295 3b Telephone number of other parson shown on 3a 4 Number and sheet (or P.O. box if mail Is not delivered to street address) Room/sutte 198 N. Willson Street 6 MY. town, or post office. state. and ZIP code Crestview. FL 3ZS 9 Name of issue Lease#. 1194033-2. 10a Name and title of officer or other employee of the Issuer whom the IRS may calf for more information (see Instructions) 5 Report number (For IRS Use Only) 3 7 Date of issue Me'• 25 2023 8 CUSP number 10b Telephone number of officer or other employee shown on 10a Gina T . r Finance Directs! Part!! • = of (SSW (enter the Issue price). See the instructions and attach schedule. 11 12 13 14 Education Health and hospital Transportation Public safety 16 Environment (including sewage bonds) 16 Housing 17 Utilities . 18 Other. Describe 19a ff bonds are TANs or RANs, check only box 19a , b 1 bonds are BANs, check only box 19b )• 0 20 If bonds are In the form of a lease or installment sale, check box s rz_ dmaliption of Bonds. Complete for the entire issue for which this form is beinm,:.filed. (e) Stated redemption 44 Weighted price at maturity average maturity 24I 25 26 27 28 Description of i-11.6 nddc-- ; Bonds. Complete this part only for refunding bonds. Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) . . Enter the dates, the refunded bonds were issued tMM/DDIYYYY! For Paperwork Reduction Aot Notice, see separate instructions. Cat. No. 637735 (a) Final maturity date lb) Issue price v ars242s19Proceeds of Bond Issue (Inc1udinq underwriters' discount) Proceeds used for accrued Interest issue price of entire Issue (enter amount from line 21, column (b)) Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to refund prior tax-exempt bonds. Complete Part V . . Proceeds used to refund prior taxable bonds. Complete Part V . . . Total (add lines 24 through 28) Nonrefundinp proceeds of the Issue (subtract line 29 from line 23 and enter amount here) . . OMB No.1545-0720 850482.1580 11 12 13 f 14 15 18 17 18 7 years 1.604,093 (e) Yield 22 23 11iO4: 00 29 t3Q ■ ■ 10. 66 5.020 % 66 1.504.081 66 years years Form 8038-6 (Rev. 9-2014 Form 8038-G (Rev. 9-2018) Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(bX5) • . • • 38a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GC). See instructions b Enter the final maturity date of the GIC (MM/DDNYYY) o Enter the name of the GIC providerP. 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 98a If this issue is a loan made from the proceeds of another tax-exempt Issue, check box 0 and enter the following information: b Enter the date of the master pool bond P. (MM/DDNYYY) c Enter the BN of the issuer of the master pool bond I► d Enter the name of the issuer of the master pool bond P. 39 If the Issuer has designated the issue under section 265(b)(3)(B) j(IIl) (small issuer exception), check box . • t.- 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box t- 0 41a If the issuer has Identified a hedge, check here ❑ and enter the following information: b Name of hedge provider I c Type of hedge - d Term of hedge t 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 • ❑ 44. If the issuer has established written procedures to monitor the requirements of section 148, check box f► ❑ 45a If some portion of the proceeds was used to reimburse expenditures, check here M- 0 and enter the amount of reimbursement ), b Enter the date the official intent was adoated Y iMM/DtW'V `, Under penalties of perkuy. I declare that I have examined this retum end 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 IIS's disobsure of the issues return irdom1ation. as necessary to process this return. to the parson that I have authorized above. Signature Consent Consent Paid Preparer Use Only ATTEST: Mari inn City Clerk Printfrype p►eparer'e name Preparers slpnatu e Flrm'e name Firm'saddress ► rader �,.o6eo.....ej• 0.* F CREST.`.,. :A230e°114 .44\ e i0 36a Date 'Type or print name and ti o , CRE • ,,•,,1,� tic:.. f Date Check 0 if sad -employed ' Rrm's EN P. Phone no. PAP Form 8038-G (Rev. 9-2018)