HomeMy Public PortalAbout2004-48 A Capital Project concerning Acquisition of Police VehiclesRESOLUTION NO. 2004-48
A CAPITAL PROJECT AUTHORIZING RESOLUTION OF
THE VILLAGE COUNCIL OF THE VILLAGE OF KEY
BISCAYNE, FLORIDA, CONCERNING THE ACQUISITION
OF POLICE VEHICLES FOR THE VILLAGE POLICE
DEPARTMENT; AUTHORIZING AND PROVIDING FOR
THE VILLAGE TO PURCHASE POLICE EQUIPMENT, TO -
WIT: SEVENTEEN (17) POLICE VEHICLES; AUTHORIZING
EXPENDITURE OF FUNDS; AUTHORIZING AND
APPROVING MASTER LEASE AGREEMENT AND
RELATED DOCUMENTS; PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the Village Council as the governing body of the Village of Key Biscayne (the
"Village"), desires to obtain certain police equipment (the "Equipment") for the Village Police
Department as described in Equipment Schedule No. 01 to the Master Lease Agreement
(collectively, the "Lease") with Ford Motor Credit Company ("Ford"), the form of which Lease has
been available for review by the Village Council prior to this meeting; and
WHEREAS, the Equipment is essential for the Village to perform its governmental
functions; and
WHEREAS, the Village has taken the necessary steps, including those relating to any
applicable legal bidding requirements, to arrange for the acquisition of the Equipment and finds the
purchase of Equipment to be exempt from competitive bidding pursuant to Village Code Section 2-
86 as being derived from another government entity's bid process; and
WHEREAS, the Village proposes to enter into the Lease with Ford, substantially in the form
presented at this meeting; and
WHEREAS, the Village Council hereby finds and determines that the terms of the Lease and
related instruments (collectively, the "Purchase Documents") in substantially the form presented at
this meeting and incorporated in this Resolution are in the best interests of the Village for the
acquisition of the Equipment.
NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE VILLAGE COUNCIL
OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. That each of the recitals stated above is hereby adopted
and confirmed.
Section 2. Capital Project Authorizing Resolution. That pursuant to Village Charter
Section 3.07(b), this Resolution shall constitute a Capital Project Authorizing Resolution. The
Capital Project is the purchase of police equipment, to -wit: Seventeen (17) new vehicles (the
"Equipment") for the Village of Key Biscayne Police Department, at a projected cost of Four
Hundred Thousand One Hundred Ninety -Nine ($400,199.00) Dollars, plus fixed annual financing
costs of 3.85% for the four (4) year (48 months) term of the lease — purchase transaction, as payable
in four (4) annual installment payments.
Section 3. Equipment Purchase Authorized.
A. That the purchase of the Equipment is hereby authorized. The Equipment is
further described in the Master Lease Agreement and Equipment Schedule No. 01 (collectively the
"Lease") between the Village and Ford, a copy of which is set forth in Exhibit "A," attached hereto
and incorporated herein. The Equipment shall be utilized by the Village Police Department to
provide law enforcement services for the Village.
B. That the Village Council hereby approves the Lease, and authorizes the
Village Manager to execute the Lease, once approved by the Village Attorney for legal sufficiency,
for the acquisition of the Equipment for a cost which is consistent with this Resolution and the
Lease.
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C. That the Village Manager is authorized to take all action necessary to
implement this Resolution and the Lease, and is authorized to expend Village funds for the purchase
of the Equipment pursuant to the Lease and in accordance with Village budget appropriations.
D. That the Purchase Documents and the acquisition and financing of the
Equipment under the terms and conditions as described in the Purchase Documents are hereby
approved. The Village Manager and any other officer of the Village who shall have power to
execute contracts on behalf of the Village be, and each of them hereby is authorized to execute,
acknowledge and deliver the Purchase Documents with any changes, insertions and omissions
therein as may be approved by the Village Attorney such approval to be conclusively evidenced by
such execution and delivery of the Purchase Documents. The Village Clerk of the Village is
authorized to affix the official seal of the Village to the Purchase Documents and attest the same.
E. That the proper officers of the Village, be and each of them hereby is,
authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates,
affidavits and other documents and to do or cause to be done any and all other acts and things
necessary or proper for carrying out this Resolution and the Purchase Documents.
F. That pursuant to Section 265(b) of the Internal Revenue Code of 1986, as
amended (the "Code"), Village hereby specifically designates the Lease as a "qualified tax-exempt
obligation" for purposes of Section 265(b)(3) of the Code.
Section 4. Effective Date. That this Resolution shall be effective immediately
upon adoption hereof.
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PASSED AND ADOPTED this 9th day of November, 2004.
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/-0 ce(244 .
MAYOR ROBERT OLDAKOWSKI
CONCHITA H. ALVAREZ, CMC, VILLAGE CLE
APPROVED AS TO FORM AND LEGAL SUFFIC
VILLAGE TTO Y
F:\100\ 103001 \Resolutions\capital project acquisition of police vehicles 10.5.04
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Ford Motor Credit Company
Ms. Conchita H. Alvarez, Clerk
City of Key Biscayne, Police Dept.
88 West McIntyre St.
Key Biscayne, FL 33149
1 American Road
P.O. Box 1739
Dearborn, Michigan 48121-1739
December 15, 2004
Subject: Master Equipment Lease -Purchase Agreement - Lease No. 7794000
Dear Ms. Alvarez:
Enclosed are the subject documents for the Equipment being acquired from Duval Ford. Please review the
following documentation for accuracy:
• Master Equipment Lease -Purchase Agreement - Please sign where indicated.
• Addendum - Please sign where indicated.
• Opinion of Counsel - Please have your attorney sign where indicated.
• Amendment - Please sign where indicated. If not appropriate, line through the form and return
unsigned.
• Schedule 7794000, Page 1 - Please sign where indicated.
• Delivery and Acceptance Certificate(s) - Please sign and indicate the date the Equipment was
accepted by you or your authorized representative.
• Temporary Insurance Form - Please complete and sign where indicated.
• 8038-G - Please review and sign where indicated. On your behalf, we will forward the signed original
form to the IRS.
• Also, if you haven't already done so, please be sure to forward the original SIGNED AND NOTARIZED
Municipal Financing Application upon execution of the documents.
Also enclosed is an invoice for the first payment check payable to Ford Motor Credit Company in the amount of
$100,641.24 for the first payment. Please return the check and all signed original documents by 12/22/04,
preferably to the express mail address below. If documents cannot be returned by this date, or if you have any
questions, please call me at 1-800-241-4199, Ext. 172, and refer to Schedule 7794000.
Overnight/Express Delivery
Ford Motor Credit Company
Commercial Lending - MD 7500
1 American Road, Suite 2277
Dearborn, MI 48126
ATTN: Carol Tom, Municipal Finance
U.S. Regular Mail
Ford Motor Credit Company
Commercial Lending - MD 7500
P. O. Box 1739, Suite 2277
Dearborn, MI 48121-1739
ATTN: Carol Tom, Municipal Finance
After the documents are signed for Ford Motor Credit Company, a set of copies will be sent to you.
-losures
Sincerely,
Linda Adamus
Municipal Finance
PLEASE NOTE: The interest rate may be subject to a rate increase or require a rate extension fee if the
documents are not returned by 12131/2004.
FORD MOTOR CREDIT COMPANY
MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT
Lease No. 7794000
Lessee: City of Key Biscayne
88 West McIntyre St.
Key Biscayne, FL 33149
Lessor: Ford Motor Credit Company
P. O. Box 1739
Dearborn, MI 48121-1739
Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the equipment, including all modifications, alterations,
additions, or improvements thereto (the "Equipment"), described in the Schedules (the "Schedules") hereto executed from time to time by
Lessor and Lessee, in accordance with the following terms and conditions of this Master Equipment Lease -Purchase Agreement ("Master
Agreement") and the applicable Schedule.
As provided in Section 17 hereof, Lessor may assign its rights and interests under and related to any one or more Schedules. If none of
Lessor's interest in, to and under any Schedule has been assigned pursuant to Section 17 hereof, or if all of Lessor's interest in, to and under
this Master Agreement and all Schedules have been assigned to the same assignee without any reassignment, the term "Lease" is used
herein to mean this Master Agreement, including all Schedules. If Lessor's interest in, to and under any Schedule or Schedules has been
assigned or reassigned pursuant to Section 17 hereof, the term "Lease" is used herein to mean all Schedules that have the same Lessor and
this Master Agreement as it relates to those Schedules and the Equipment listed therein, and each Lease shall constitute a separate single
lease relating to that Equipment.
1. TERM AND TERMINATION. (a) Lease Term. The lease term (the "Lease Term") for the Equipment listed in each Schedule will
commence on the date that Equipment is accepted pursuant to Section 3 and, unless earlier terminated as expressly provided for in
Paragraphs 6, 19 or 20 of this Master Agreement, will continue until the expiration date (the "Expiration Date") set forth in the applicable
Schedule. The termination or expiration of the lease of any item of Equipment shall apply solely to that item of Equipment and will not result
in the termination of this Master Agreement or the lease of any other item of Equipment, and the rights and obligations of Lessor and Lessee
under this Master Agreement shall continue in full force and effect with respect to the remaining Equipment subject to this Master Agreement.
(b) Term of Master Agreement. The term of this Master Agreement shall commence on the date it is executed by Lessor and Lessee,
and will continue until terminated by either Lessor or Lessee upon at least thirty days prior written notice of the effective date of such
termination (the "Termination Date"); provided, however, that the terms and conditions of this Master Agreement shall continue in full force
and effect and the obligations of Lessee hereunder and any Schedule(s) with respect to Equipment leased prior to the Termination Date shall
remain in full force and effect until all such obligations have been fulfilled.
2. LEASE PAYMENTS. For the lease of the Equipment listed in each Schedule, Lessee shall pay to Lessor the lease payments
other charges (the "Lease Payments") set forth in the applicable Schedule and this Master Agreement. As set forth in the applic,.
Schedule, each Lease Payment includes a principal portion and an interest portion. The Lease Payments will be payable without notice or
demand at the office of Lessor (or such other place as Lessor or its assignee may from time to time designate in writing) on the first Lease
Payment Date and thereafter as set forth in the applicable Schedule. If any Lease Payment is received later than ten (10) days after the due
date, Lessee will pay a late payment charge equal to 1.8% of the amount of the Lease Payment or the maximum amount permitted by law,
whichever is less. Except as specifically provided in Section 6 hereof, the obligation of Lessee to make the Lease Payments hereunder and
perform all of its other obligations hereunder will be absolute and unconditional in all events and will not be subject to any setoff, defense,
counterclaim, or recoupment for any reason whatsoever including, without limitation, any failure of the Equipment to be delivered or installed,
any defects, malfunctions, breakdowns or infirmities in the Equipment or any accident, condemnation or unforeseen circumstances. Lessee
reasonably believes that sufficient funds can be obtained to make all Lease Payments during the applicable Lease Term and hereby
covenants that the official of Lessee responsible for budget preparation will do all things lawfully within his or her power to obtain, maintain
and properly request and pursue funds from which the Lease Payments may be made, including making provisions for Lease Payments to the
extent necessary in each budget submitted for the purpose of obtaining funding, using his or her best efforts to have such portion of the
budget approved and exhausting all available administrative reviews and appeals in the event such portion of the budget is not approved. It is
Lessee's intent to make Lease Payments for the full Lease Term if funds are legally available therefor and in that regard Lessee represents
that the use of the Equipment is essential to its proper, efficient and economic operation. The foregoing provisions shall not be construed to
require Lessee's governing body or other governmental body charged with budgeted or appropriating funds for Lessee to budget or
appropriate funds to make Lease Payments. Lessor and Lessee understand and intend that the obligation of Lessee to pay Lease Payments
hereunder and each Schedule hereto shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of
Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by
Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or monies of Lessee.
3. DELIVERY AND ACCEPTANCE. Lessee will cause the Equipment to be delivered to Lessee at the location specified in the
applicable Schedule ("Equipment Location"). Lessee will pay all transportation and other costs, if any, incurred in connection with the delivery
and installation of the Equipment. Lessee will accept the Equipment as soon as it has been delivered and is operational. Lessee will
evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate (in the form provided
by Lessor) within three days of delivery of the Equipment.
4. WARRANTIES. (a) Assignment of Warranties. So long as no Event of Default has occurred and is continuing, Lessor assigns to
Lessee during the Lease Term of the Equipment all manufacturer's warranties, if any, expressed or implied with respect to the Equipm
and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's expense. Le&
will resolve any claims under such warranties directly with the appropriate manufacturer or vendor. Lessee's sole remedy for the breach of
any warranty shall be against the party providing the warranty, and not against Lessor. Lessee expressly acknowledges that Lessor makes,
and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the manufacturer or
vendor of the Equipment.
January 2001 - Previous editions may NOT be used
(b) DISOLAIMER OF WARRANTIES. LESSEE ACKNOWLEDGES AND AGREES THAT THE EQUIPMENT IS OF A SIZE, DESIGN AND
' CAPACITY SELECTED BY LESSEE, THAT LESSOR IS NEITHER A MANUFACTURER NOR A VENDOR OF THE EQUIPMENT AND THAT
LESSOR LEASES AND LESSEE TAKES THE EQUIPMENT AND EACH PART THEREOF "AS -IS" AND THAT LESSOR HAS NOT MADE,
AND DOES NOT MAKE, ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE
MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, DESIGN, OPERATION, FITNESS FOR USE, OR SUITABILITY OF THE
EQUIPMENT IN ANY RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE, OR AS
T '-IE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY
II ,JGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, OR AS TO ANY OBLIGATION BASED ON STRICT LIABILITY IN TORT
OR ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH
RESPECT THERETO, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY LESSEE AND LESSOR SHALL
NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF OR TO LESSEE OR ANY
OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE EQUIPMENT AND
THE MAINTENANCE THEREOF.
5. RETURN OF EQUIPMENT. Unless Lessee shall have exercised its purchase option as provided in Section 20 hereof, upon the
expiration or earlier termination of the Lease Term of the Equipment pursuant to the terms hereof, Lessee shall, at its sole expense but at
Lessor's option, return the Equipment to Lessor packed for shipment in accordance with manufacturer's specifications and freight prepaid and
insured to any location within 200 miles of the Lessee.
6. NON -APPROPRIATION OF FUNDS. Notwithstanding anything contained in this Master Agreement or any Schedule to the contrary,
in the event no funds or insufficient funds are appropriated and budgeted and sufficient funds are otherwise unavailable by any means
whatsoever in any fiscal period for all Lease Payments under a Lease, Lessee will immediately notify Lessor in writing of such occurrence and
the Lease Term for the Equipment under that Lease shall terminate on the last day of the fiscal period for which sufficient appropriations have
been received or made without penalty or expense to Lessee, except as to Lessee's obligations and liabilities under this Master Agreement
relating to, or accruing or arising prior to, such termination. In the event of such termination, Lessee agrees to peaceably surrender
possession of the Equipment under that Lease to Lessor on the date of such termination in the manner set forth in Section 5 hereof and
Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. If the Lease Term for any Equipment is
terminated in accordance with this Section, Lessee agrees, to the extent permitted by law, that Lessee will not expend funds for the purchase
or use of equipment performing functions similar to those performed by the Equipment which has been terminated for a period of 90 days
following the termination of the Lease Term; provided this restriction shall not be applicable in the event that the Equipment is sold, released
or otherwise disposed of by Lessor and the amount received from such disposition, less all costs of such sale or disposition, is sufficient to
pay all then applicable Concluding Payments (as defined in the Schedules) or to the extent that the application of these restrictions is unlawful
and would affect the validity of a Lease or this Master Agreement. This Section shall remain in full force and effect notwithstanding the
termination of this Master Agreement or any Lease Term.
7. REPRESENTATIONS, COVENANTS AND WARRANTIES. Lessee represents, covenants and warrants as of the date hereof and
at ^" times during the Master Agreement Term that: (a) Lessee is a State or a fully constituted political subdivision of a State, and has a
sr itial amount of one or more of the following sovereign powers: (1) power to tax, (2) power of eminent domain, or (3) police power, and
mi. _.., or cause to be done all things necessary to preserve and keep in full force and effect its existence and this Master Agreement; (b) the
execution, delivery and performance by the Lessee of this Master Agreement and all documents executed in connection herewith, including,
without limitation, all Schedules hereto and the Delivery and Acceptance Certificates referred to in Section 3 hereof (this Master Agreement
together with all such documents shall be collectively referred to herein as the "Lease Documents") have been duly authorized by all
necessary action on the part of the Lessee; (c) the Lease Documents each constitute a legal, valid and binding obligation of the Lessee
enforceable in accordance with their respective terms; (d) all required public bidding procedures regarding the award of the Master Agreement
and the purchase of the Equipment have been followed by Lessee, and no governmental orders, permissions, consents, approvals or
authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and
delivery of the Lease Documents; (e) Lessee has sufficient appropriations or other funds available to pay all Lease Payments and other
amounts due hereunder for the current fiscal period; (f) the use of the Equipment by Lessee is essential to and will be limited to the
performance by Lessee of one or more governmental functions of Lessee consistent with the permissible scope of Lessee's authority; and (g)
no portion of the Equipment will be used directly or indirectly in any trade or business carried on by any person other than Lessee. At the
request of Lessor, Lessee shall deliver to Lessor an opinion of Lessee's counsel in form and substance as set forth in the form of opinion of
counsel attached hereto or otherwise acceptable to Lessor, dated the date of acceptance of the Equipment pursuant to Section 3 hereof. In
the event that a question arises as to Lessee's qualification as a political subdivision, Lessee agrees to cooperate with Lessor to make
application to the Internal Revenue Service for a letter ruling with respect to the issue.
8. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment
will vest in Lessee subject to Lessor's rights under this Master Agreement; provided, however, that title will immediately vest in Lessor without
any action by Lessee and Lessee shall immediately surrender possession of the Equipment to Lessor in accordance with Section 5 hereof, if
Lessee terminates the Lease Term of the Equipment pursuant to Section 6, or upon the occurrence of an Event of Default, or if Lessee does
not exercise the purchase option prior to the Expiration Date. In order to secure all of its obligations hereunder, Lessee hereby (a) grants to
Lessor a first and prior security interest in any and all right, title and interest of Lessee in the Equipment including but not limited to computer
programs and computer documentation, if any, relating to the Equipment and in all additions, attachments, accessions, and substitutions
thereto, and on any proceeds therefrom, (b) agrees that this Master Agreement may be filed as a financing statement evidencing such
security interest, (c) agrees to execute and deliver all financing statements, certificates of title and other instruments in form satisfactory to
Lessor necessary or appropriate to evidence such security interest, and (d) authorizes Lessor acting on behalf of Lessee to execute and file
any financing statements and to take any other action required to perfect Lessor's security interest in the Equipment.
USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equip -
m Lessee shall comply with all laws, ordinances, insurance policies and regulations relating to the possession, use, operation or
maintenance of the Equipment. Lessee, at its expense, will keep the Equipment in good working order and repair and furnish all parts,
mechanisms and devices required therefor.
10. ALTERATIONS. Lessee will not make any modifications, alterations, additions or improvements to the Equipment without Lessor's
prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment.
January 2001 - Previous editions may NOT be used
11. LOCATION; INSPECTION. The Equipment will not be removed from or, if the Equipment consists of rolling stock, its permanent
base will not be changed from the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor
will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its
use and operation.
12. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those cr 1
under this Master Agreement. Lessee shall pay, when due, to the extent required by law, all charges and taxes (local, state and feu._ r,i)
which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment, excluding
however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges, or taxes when due, Lessor may, but need not, pay
said charges or taxes and, in such event, Lessee shall reimburse Lessor therefor on demand, with interest at the maximum rate permitted by
law from the date of such payment by Lessor to the date of reimbursement by Lessee.
13. RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee assumes all risk of loss of or damage to the Equipment from any cause
whatsoever, and no such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof shall relieve Lessee of
the obligation to make Lease Payments or to perform any other obligation under this Master Agreement. In the event of damage to any item
of Equipment, Lessee will immediately place the same in good repair, with the proceeds of any insurance recovery applied to the cost of such
repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair, within 30 days of such
determination, Lessee, at the option of Lessor, will either (a) replace the same with like equipment in good repair, or (b) pay Lessor an amount
equal to (1) the Concluding Payment for the immediately preceding Lease Payment Date as set forth in the applicable Schedule, (2) the
accrued interest portion of the next Lease Payment through the date such amount is paid, and (3) all other amounts then due under this
Master Agreement with respect to such Equipment. In the event that Lessee is obligated to make such payment pursuant to subparagraph
(b) above with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata amount of the Concluding Payment to be
made by Lessee with respect to the Equipment which has suffered the event of loss.
14. PERSONAL PROPERTY. The Equipment is and will remain personal property and will not be deemed to be affixed or attached to
real estate or any building thereon. If requested by Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the
Equipment from any party having an interest in any such real estate or building.
15. INSURANCE. Lessee, will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability
and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers satisfactory to
Lessor, or may self -insure against any or all such risks under a self-insurance program satisfactory to Lessor. In no event will the insurance
limits be less than the amount of the then applicable Concluding Payment with respect to such Equipment. Each insurance policy will name
Lessee as an insured and Lessor as an additional insured, and will contain a clause requiring the insurer to give Lessor at least thirty (30)
days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies or self-
insurance will be payable to Lessee and Lessor as their interests may appear. Upon acceptance of the Equipment and upon each insurance
renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that Lessee has been permitted to
insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury or accident involvinc
Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation
relating thereto and shall permit Lessor to participate and cooperate with Lessee in making any claim for insurance in respect thereof.
16. INDEMNIFICATION. Since Lessor's sole responsibility in connection with this transaction is to provide an amount equal to the
principal portion of the Lease Payments to pay costs of the acquisition and lease of the Equipment, the parties intend that Lessor incur no
liability, cost or expense with respect to Lessee's possession, use or operation of the Equipment. Accordingly, Lessee agrees, to the extent
permitted by law, to indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damages
or liabilities, including attorney's fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection,
purchase, delivery, installation, possession, use, operation, rejection, or return and the recovery of claims under insurance policies thereon.
The indemnification provided under this Section shall survive the full payment of all obligations under this Master Agreement or the
termination of the Lease Term for any reason.
17. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (a) assign, transfer, pledge, hypothecate, grant any
security interest in or otherwise dispose of this Master Agreement or the Equipment or any interest in this Master Agreement or the Equipment
or (b) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights,
title and interest in and to this Master Agreement, the Equipment and any documents executed with respect to this Master Agreement and/or
grant or assign a security interest in this Master Agreement and the Equipment, in whole or in part (including without limitations the rights and
interests of Lessor under and related to any Schedule and the Equipment thereunder), and Lessee's rights will be subordinated thereto. Any
such assignees shall have all of the rights of Lessor under this Master Agreement with respect to the rights and interest assigned. Subject to
the foregoing, this Master Agreement inures to the benefit of and is binding upon the successors and assigns of the parties hereto. Lessee
covenants and agrees not to assert against the assignee any claims or defenses by way of abatement, setoff, counterclaim, recoupment or
the like which Lessee may have against Lessor. Upon assignment of Lessor's interests herein, Lessor will cause written notice of such
assignment to be sent to Lessee which will be sufficient if it discloses the name of the assignee and address to which further payments
hereunder should be made. No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will
acknowledge such assignments in writing if so requested. Lessee shall retain all notices of assignment and maintain a book -entry record (as
referred to in Section 21) which identifies each owner of Lessor's interest in the Master Agreement. Upon Lessee's receipt of written notice of
Lessor's assignment of all or any part of its interest in the Master Agreement, the term "Lessor," when used herein with respect to any rights
assigned, shall mean the assignee to whom those rights are assigned and Lessee agrees to attom to and recognize any such assignee as
the owner of Lessor's interest in this Master Agreement, and Lessee shall thereafter make such payments, including without limitation si'h
Lease Payments, as are indicated in the notice of assignment, to such assignee.
18. EVENT OF DEFAULT. The term "Event of Default," as used herein, means the occurrence of any one or more of the following
events: (a) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of this Master
Agreement, and any such failure continues for ten (10) days after the due date thereof; (b) Lessee fails to perform or observe any other cove-
nant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within thirty (30) days after written
notice thereof by Lessor; (c) the discovery by Lessor that any statement, representation, or warranty made by Lessee in this Master
January 2001 - Previous editions may NOT be used
Agreement or in any writing ever delivered by Lessee pursuant hereto or in connection herewith was false, misleading, or erroneous in any
rhaterial respect; (d) Lessee becomes insolvent, or is unable to pay its debts as they become due, or makes an assignment for the benefit of
creditors, applies or consents to the appointment of a receiver, trustee, conservator or liquidator of Lessee or of any of its assets, or a petition
for relief is filed by Lessee under any bankruptcy, insolvency, reorganization or similar laws, or a petition in, or a proceeding under, any
bankruptcy, insolvency, reorganization or similar laws is filed or instituted against Lessee and is not dismissed or fully stayed within thirty (30)
days after the filing or institution thereof; (e) Lessee fails to make any payment when due or fails to perform or observe any covenant,
c 'on, or agreement to be performed by it under any other agreement or obligation with Lessor or an affiliate of Lessor and any applicable
g. period or notice with respect thereto shall have elapsed or been given; or (f) an attachment, levy or execution is threatened or levied
upon or against the Equipment.
19. REMEDIES. Upon the occurrence of an Event of Default under any Lease, and as long as such Event of Default under any Lease is
continuing, Lessor may, at its option, exercise any one or more of the following remedies: (a) by written notice to Lessee, declare an amount
equal to all amounts then due under that Lease, and all remaining Lease Payments due under that Lease during the fiscal year of Lessee in
which the default occurs to be immediately due and payable, whereupon the same shall become immediately due and payable; (b) by written
notice to Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly return the Equipment under that Lease to
Lessor in the manner set forth in Section 5 hereof, or Lessor, at its option, may enter upon the premises where the Equipment under that
Lease is located and take immediate possession of and remove the same; (c) sell or lease the Equipment under that Lease or sublease it for
the account of Lessee, holding Lessee liable for all Lease Payments and other payments due to the effective date of such selling, leasing or
subleasing and for the difference between the amounts otherwise payable by Lessee under that Lease and the purchase price, rental and
other amounts paid by the purchaser, lessee or sublessee pursuant to such sale, lease or sublease; and (d) exercise any other right, remedy
or privilege which may be available to it under applicable laws of the state where the Equipment is then located or any other applicable law or
proceed by appropriate court action to enforce the terms of that Lease or to recover damages for the breach of that Lease or to rescind that
Lease as to any or all of the Equipment under that Lease. In addition, Lessee will remain liable for all covenants and indemnities under this
Master Agreement and, to the extent permitted by law, for all legal fees and other costs and expenses, including court costs, incurred by
Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor.
20. PURCHASE OPTION. Upon at least thirty (30) days prior written notice from Lessee to Lessor, and provided that no Event of
Default has occurred and is continuing, Lessee will have the right to purchase the Equipment under any Schedule at a purchase price equal
to the sum of (a) the Concluding Payment for the immediately preceding Lease Payment date as set forth in the applicable Schedule, (b) the
accrued interest portion of the next Lease Payment through the date the purchase price is paid, and (c) any other amounts then due under
this Master Agreement. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest
in the Equipment to Lessee as is, without warranty, express or implied, except Lessor will warrant that the Equipment is free and clear of any
liens created by Lessor.
21. TAX COVENANTS; INDEMNITY. (a) Tax Assumptions and Covenants. The parties assume that, and Lessor is entering into this
Master Lease with the expectation that, Lessor can exclude from Federal gross income the interest portion of each Lease Payment set forth in
the Qr:hedule under the column captioned "Interest Portion." Lessee covenants that it will (a) execute the appropriate Form 8038 for each
S, Ile prepared on behalf of Lessee by Lessor, who will register this Master Agreement and transfers thereof in accordance with section
14_,_.) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder, (b) not permit the property financed
by this Master Agreement to be directly or indirectly used for a private business use within the meaning of section 141 of the Code, (c) not
take any action which results, directly or indirectly, in the interest portion of any Lease Payment not being excludable from Federal gross
income pursuant to section 103 of the Code and will take any reasonable action necessary to prevent such result, and (d) not take any action
which results in this Master Agreement becoming, and will take any reasonable action to prevent this Master Agreement from becoming an
arbitrage obligation within the meaning of section 148 of the Code or federally guaranteed within the meaning of section 149 of the Code.
(b) Tax Indemnity. In the event that Lessor either (a) receives notice from the Internal Revenue Service, or (b) reasonably determines,
based on an opinion of independent tax counsel selected by Lessor and not reasonably objected to by Lessee within ten (10) days after
notice from Lessor of the selection, that the interest portion of any of the Lease Payments set forth in the Schedules is includable in Lessor's
gross income for Federal income tax purposes, then Lessee will pay Lessor within 30 days after receiving notice from Lessor of such
determination, the amount which, with respect to such Lease Payments previously paid, will restore the after-tax yield (after taking into
account all taxes, interest and penalties) on the transactions evidenced by this Master Agreement to that which would have been had such
interest portion not been includable in Lessor's gross income for Federal income tax purposes, and pay as an additional Lease Payment on
succeeding Lease Payment due dates such amount as will maintain such after-tax yield. Notwithstanding the earlier termination or expiration
of this Master Agreement or Lease Term of the Equipment, the obligations provided for in this Section 21 shall survive such earlier termination
or expiration.
22. MISCELLANEOUS. (a) Notices. All notices to be given- under this Master Agreement shall be made in writing and mailed by
certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the party may provide in writing
from time to time. Any such notice shall be deemed to have been received five days subsequent to mailing.
(b) Section Headings. All section headings contained herein are for the convenience of reference only and are not intended to define or
limit the scope of any provision of this Master Agreement.
(c) Governing Law. This Master Agreement shall be construed in accordance with, and governed by, the laws of the state of the
Equipment Location.
(d) Delivery of Related Documents. Lessee will execute or provide, as requested by Lessor, such other documents and information as
are sonably necessary with respect to the transaction contemplated by this Master Agreement.
te) Entire Agreement. The Lease Documents constitute the entire agreement between the parties with respect to the lease of the
Equipment, and this Master Agreement shall not be modified, amended, altered, or changed except with the written consent of Lessee and
Lessor. Any provision of this Master Agreement found to be prohibited by law shall be ineffective to the extent of such prohibition without
invalidating the remainder of this Master Agreement. The waiver by Lessor of any breach by Lessee of any term, covenant or condition
hereof shall not operate as a waiver of any subsequent breach thereof.
January 2001 - Previous editions may NOT be used
(f) Interest Rate Limitations. It is the intention of the parties hereto to comply with any applicable usury and other interest rate limitation
laws; accordingly, notwithstanding any provisions to the contrary in this Master Agreement, in no event shall this Master Agreement require
the payment or permit the collection of interest or any amount in the nature of interest or fees in excess of the maximum permitted by
applicable law.
(g) Counterparts. This Master Agreement or any Schedule may be simultaneously executed in several counterparts, each of whict 'I
be an original and all of which shall constitute but one and the same instrument and either of the parties hereto may execute this M. -,;r
Agreement or any Schedule by signing any counterpart, except that to the extent that this Master Agreement of any Schedule constitutes
chattel paper, no security interest therein may be perfected through possession except by possession of Counterpart No. 1 of a Schedule with
respect to that Schedule and the Master Agreement as it relates to that Schedule.
IN WITNESS WHEREOF, the parties have executed this Master Agreement as of 12/15/2004.
Lessee:
By:
Title: Clerk
'ta H. Alvarez
Approved as to form and legal sufficiency
r
WeistsSerota Heitman Pastoriia Guedes
Cole & Boniske, P.A., City Attorney
Lessor: Ford Motor Credit Company
Frank Mastrella
Operations Manager, Municipal Finance
January 2001 - Previous editions may NOT be used
OPINION OF COUNSEL
With respect to that certain Master Equipment Lease -Purchase Agreement 7794000 dated 12/15/2004 by and between Ford Motor Credit
Company (Lessor) and City of Key Biscayne (Lessee) as Supplemented by Schedule 7794000 thereto (the "Master Agreement"), I am of the
opinion that:
1) Lessee is a political subdivision of the State, and has a substantial amount of one or more of the following sovereign powers: (a)
ti )wer to tax, (b) the power of eminent domain, and (c) police power;
(2) Lessee has the requisite power and authority to purchase the Equipment (as defined in the Master Agreement) and to execute
and deliver the Master Agreement and to perform its obligations under the Master Agreement;
(3) the execution, delivery and performance by Lessee of the Master Agreement have been duly authorized by all necessary action
on the part of Lessee;
(4) the Uniform Commercial Code of the state where the Equipment is located and/or the certificate of title laws of such state will
govern the method of perfecting Lessor's security interest in the Equipment;
(5) the Master Agreement has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of
Lessee enforceable in accordance with its terms;
(6) there are no suits, proceedings or investigations pending or, to my knowledge, threatened against or affecting Lessee, at law or in
equity, or before or by any governmental or administrative agency or instrumentality which, if adversely determined, would have a material
adverse effect on the transaction contemplated in the Master Agreement or the ability of Lessee to perform its obligations under the Master
Agreement and Lessee is not in default under any material obligation for the payment of borrowed money, for the deferred purchase price of
property or for the payment of any rent under any lease agreement which either individually or in the aggregate would have the same such
effect; and
(7) all required public bidding procedures regarding the award of the Master Agreement and the purchase of the Equipment have
been followed by Lessee and no governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no
registrations or declarations are required to be filed in connection with the execution and delivery of the Master Agreement.
d -Q--- (4
Attorney for Less
David Wolpin
January 2001 - Previous editions may NOT be used
ADDENDUM TO MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT
Lease No. 7794000
Florida
THIS ADDENDUM, which is entered into as of 12/15/2004 between Ford Motor Credit Company ("Lessor") and City of Key Biscayne
("Lessee"), is intended to modify and supplement the Master Equipment Lease -Purchase Agreement between Lessor and Lessee of even date
herewith (the "Master Agreement"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Master Agreement.
1. Section 8. TITLE TO EQUIPMENT; SECURITY INTEREST. Section 8 is re -titled TITLE TO EQUIPMENT and is amended in
its entirety to state as follows:
Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in Lessee subject to Lessor's rights under this
Master Agreement; provided, however, that title will immediately vest in Lessor without any action by Lessee and Lessee shall immediately
surrender possession of the Equipment to Lessor in accordance with Section 5 hereof, if Lessee terminates the Lease Term of the Equipment
pursuant to Section 6, or upon the occurrence of an Event of Default, or if Lessee does not exercise the purchase option prior to the Expiration
Date.
2. Section 15. INSURANCE. Section 15 is amended in its entirety to state as follows:
Lessee, will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage
insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers satisfactory to Lessor, or may self -insure
against any or all such risks under a self-insurance program satisfactory to Lessor. In no event will the insurance limits be less than the amount of
the then applicable Concluding Payment with respect to such Equipment or, in the case of public liability and property damage insurance, in the
amounts of $100,000/$300,000 bodily injury liability and $50,000 property damage insurance sufficient to meet the requirements of section
324.021(9)(b) of the Florida Statutes (or any successor statute). Each insurance policy will name Lessee as an insured and Lessor as an
additional insured, and will contain a clause requiring the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the
terms of such policy or the cancellation thereof. The proceeds of any such policies or self-insurance will be payable to Lessee and Lessor as their
interests may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate
evidencing such insurance. In the event that Lessee has been permitted to self -insure, Lessee will furnish Lessor with a letter or certificate to
such effect. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice
thereof and make available to Lessor all information and documentation relating thereto and shall permit Lessor to participate and cooperate with
Lessee in making any claim for insurance in respect thereof.
3. Section 16. INDEMNIFICATION. Section 16 is re -titled LESSEE'S NEGLIGENCE and is amended in its entirety to sta'
follows:
Lessee assumes all risks and liabilities, whether or not covered by insurance, for loss or damage to any Equipment and for injury or
death of any person or damage to any property, whether such injury or death be with respect to agents or employees of Lessee or to third parties,
and whether such property damage be to Lessee's property or the property of others, which is proximately caused by the negligent conduct of
Lessee, its officers, employees or agents. Lessee hereby assumes responsibility for and agrees to reimburse Lessor for all liabilities, obligations,
losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorney's fees) of whatsoever kind and nature, imposed
on, incurred by or asserted against Lessor that in any way relate to or arise out of a claim, suit or proceeding based in whole or in part upon the
negligent conduct of Lessee, its officers, employees or agents, to the maximum extent permitted by law.
As modified hereby, this Master Agreement is and shall remain in full force and effect and, except as modified hereby, the rights and
obligations of the parties thereunder are not modified or affected in any way.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed in their names by their duly authorized
representatives as of the date first above wrjen.
Lessee:
By:
Conchita H. Alvarez
Title: Clerk
Approved as to form and legal sufficiency
Weis e."ntr 'I&'¢man Pastonza Guedes
Cole & Bonisw,:!, f- .,.. City t+^rney
Lessor: Ford Motor Credit Company
By:
Frank Mastrella
: Operations Manager, Municipal Finance
January 2001 . Florida Previous editions may NOT be used
OPINION OF COUNSEL
With respect to that certain Master Equipment Lease -Purchase Agreement 7794000 dated 12/15/2004 by and between Ford Motor Credit
Company (Lessor) and City of Key Biscayne (Lessee) as Supplemented by Schedule 7794000 thereto (the "Master Agreement"), I am of the
opinion that:
1) Lessee is a political subdivision of the State, and has a substantial amount of one or more of the following sovereign powers: (a)
t► Jwer to tax, (b) the power of eminent domain, and (c) police power;
(2) Lessee has the requisite power and authority to purchase the Equipment (as defined in the Master Agreement) and to execute
and deliver the Master Agreement and to perform its obligations under the Master Agreement;
(3) the execution, delivery and performance by Lessee of the Master Agreement have been duly authorized by all necessary action
on the part of Lessee;
(4) the Master Agreement has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of
Lessee enforceable in accordance with its terms;
(5) there are no suits, proceedings or investigations pending or, to my knowledge, threatened against or affecting Lessee, at law or in
equity, or before or by any governmental or administrative agency or instrumentality which, if adversely determined, would have a material
adverse effect on the transaction contemplated in the Master Agreement or the ability of Lessee to perform its obligations under the Master
Agreement and Lessee is not in default under any material obligation for the payment of borrowed money, for the deferred purchase price of
property or for the payment of any rent under any lease agreement which either individually or in the aggregate would have the same such
effect; and
(6) all required public bidding procedures regarding the award of the Master Agreement and the purchase of the Equipment have
been followed by Lessee and no governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no
registrations or declarations are required to be filed in connection with the execution and delivery of the Master Agreement.
Attorney for Lessee
David Wolpin
r~
January 2001 - Florida Previous editions may NOT be used
SCHEDULE 7794000 - MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT
Lease No. 7794000
AMENDMENT
That certain Master Equipment Lease -Purchase Agreement, by and between Ford Motor
Credit Company ("Lessor") and City of Key Biscayne ("Lessee"), dated as of 12/15/2004 (the
"Lease") is hereby amended as follows:
Lessee has not issued, and reasonably anticipates that it and its
subordinate entities will not issue, tax-exempt obligations (including this
Lease) in the amount of more than $10,000,000 during the current
calendar year; hereby designates this Lease as a "qualified tax-exempt
obligation" within the meaning of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended, ("Code"); and agrees that it and its
subordinate entities will not designate more than $10,000,000 of their
obligations as "qualified tax-exempt obligations" during the current calendar
year.
Except as amended hereby, the Lease shall otherwise remain unchanged and in full force
and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the 15th day
of December, 2004.
LESSEE: City of Key Biscayne
Poli ept.
By:
hita H. Alvarez
/e, 41:
Title: Clerk
Approved as to form and legal sufficiency
Weiss Serote Helfer , - tonze Guedes
Cole & Boniske, P,h. Aitornov
LESSOR: Ford Motor Credit Company
Frank Mastrella
Operations Manager, Municipal Finance
INVOICE
December 15, 2004
' .ESSEE:
City of Key Biscayne
Police Dept.
88 West McIntyre St.
Key Biscayne, FL 33149
REMIT PAYMENT TO:
FORD MOTOR CREDIT COMPANY
MUNICIPAL FINANCE
P. O. BOX 1739 - MD 7500
DEARBORN, MI 48121-1739
PLEASE RETURN A COPY OF THIS INVOICE WITH YOUR PAYMENT
ACCOUNT
NUMBER
FIRST
PAYMENT
DUE DATE
DESCRIPTION
PAYMENT
AMOUNT
7794000
12/15/2004
(3) 2005 Ford Crown Victoria Administrative
Sedans With equipment,
2FAFP73W15X124583, 2FAFP73W 15X124582,
2FAFP73WX5X124581, (12) 2005 Ford Crown
Victoria Police Sedans With equipment
2FAFP71W05X126147, 2FAFP71W25X126148,
2FAFP71W45X126149, 2FAFP71W05X126150,
2FAFP71W25X126151, 2FAFP71W45X126152,
2FAFP71W65X126153, 2FAFP71W85X126154,
2FAFP71WX5X126155, 2FAFP71 W 15X126156,
2FAFP71W35X126157, 2FAFP71W55X126158,
(1) 2005 Ford Taurus, 1FAFP53U45A219892;
Misc. Equipment from Florida Police Products;
Misc. Equipment from Law Enforcement Supply;
Misc. Equipment from Graphics Design
$100,641.24
PLEASE REMIT:
$100,641.24
If you have any questions regarding this invoice, please call Linda Adamus (800-
241-4199, Ext. 173).
Page 1
SCHEDULE 7794000 - MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT
Lease No. 7794000
This Equipment Schedule dated as of 12/15/2004, is being executed by Ford Motor Credit Company ("Lessor"), and City
of Key Biscayne ("Lessee"), as a supplement to, and is hereby made a part of that certain Master Equipment Lease -
Purchase Agreement dated as of 12/15/2004 ("Lease"), between Lessor and Lessee.
Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases from Lessor
under and pursuant to the Lease, subject to and upon the terms and conditions set forth in the Lease and upon the
terms set forth below, and following items of Equipment:
QUANTITY
DESCRIPTION (MANUFACTURER, MODEL AND SERIAL NO.)
SUPPLIER
3
12
1
2005 Ford Crown Victoria Administrative Sedans With equipment,
2FAFP73W15X124583, 2FAFP73W15X124582,
2FAFP73WX5X124581,
2005 Ford Crown Victoria Police Sedans With equipment
2FAFP71W05X126147, 2FAFP71W25X126148,
2FAFP71W45X126149, 2FAFP71W05X126150,
2FAFP71W25X126151, 2FAFP71W45X126152,
2FAFP71W65X126153, 2FAFP71W85X126154,
2FAFP71WX5X126155, 2FAFP71 W 15X126156,
2FAFP71W35X126157, 2FAFP71W55X126158
2005 Ford Taurus, 1 FAFP53U45A219892; and
Misc. Equipment from Florida Police Products; Misc. Equipment from
Law Enforcement Supply; Misc. Equipment from Graphics Design
Duval Ford
EQUIPMENT LOCATION:
City of Key Biscayne
Police Dept.
88 West McIntyre St.
Key Biscayne, FL 33149
Initial Term:
48 Months
Commencement Date: 12/15/2004
Periodic Rent: 3 Consecutive Annual in Advance Payments of $100,641.24 each (including interest), followed
by one final payment of $100,640.84, due under this Lease. The Periodic Rent Payment also
includes any applicable sales/use tax due and payable on the Lease Payment Dates, set forth in
Schedule 7794000, Page 2.
EXECUTED as of the date first herein set forth.
LESSEE: City o
By:
Key Biscayne
onchita H. Alvarez
Title: Clerk
Counterpart No. 1 of 1 manually executed
chattel paper, no security interest herein m
Counterpart No. 1.
LESSOR: Ford Motor Credit Company
Frank Mastrella
Operations Manager, Municipal Finance
counterparts. To the extent this Schedule constitutes
through the possession of any counterpart other than
Schedule 7794000
Payment Schedule
Lease Number:
Page 2
7794000
APR:
Lease
Payment
Number
1
2
3
4
TOTALS
3.85%
Lease
Payment
Date
12 / 15 / 2004
12 / 15 / 2005
12 / 15 / 2006
12 / 15 / 2007
Lease Interest
Payment Portion
100,641.24 0.00
100,641.24 10,783.28
100,641.24 7,323.75
100,640.84 3,731.03
402,564.56 21,838.06
Principal
Portion
100,641.24
89,857.96
93,317.49
96,909.81
380,726.50
Concluding
Payment
280,085.26
190,227.30
96,909.81
1.00
LESSOR: FORD MOTOR CREDIT COMPANY
P. O. Box 1739
Dearborn, MI 48121-1739
DELIVERY AND ACCEPTANCE CERTIFICATE
The undersigned Lessee hereby acknowledges receipt of the Equipment described below ("Equipment") as fully
installed and in good working condition; and Lessee hereby accepts the Equipment after full inspection thereof as
satisfactory for all purposes of the Master Equipment Lease -Purchase Agreement ("Lease") executed by Lessee and
Lessor.
MASTER LEASE
MASTER LEASE
SCHEDULE
DELIVERY
PURCHASE
PURCHASE
DATE
NUMBER
7794000
NUMBER
DATE
ORDER NO.
DATE
12/15/2004
7794000
12/15/2004
1
EQUIPMENT INFORMATION
QUANTITY
DESCRIPTION (MANUFACTURER, MODEL AND SERIAL NO.)
SUPPLIER
3
1
2005 Ford Crown Victoria Administrative Sedans With equipment,
2FAFP73W 15X124583, 2FAFP73W15X124582,
2FAFP73WX5X124581,
2005 Ford Taurus, 1 FAFP53U45A219892
Duval Ford
LESSEE: City of Key Biscayne
Police Dept.
88 West McIntyre St.
Key Biscayne, FL 33149
BY: OaCajej
d 4/eF' C -F 0 CiC'L_________
(Title)
DATE ACCEPTED:
This form is to be signed, dated and returned
to Ford Motor Credit Company, Attn: Carol
Tom, upon delivery and acceptance of the
above equipment.
LESSOR: FORD MOTOR CREDIT COMPANY
P. O. Box 1739
Dearborn, MI 48121-1739
DELIVERY AND ACCEPTANCE CERTIFICATE
The undersigned Lessee hereby acknowledges receipt of the Equipment described below ("Equipment") as fully
installed and in good working condition; and Lessee hereby accepts the Equipment after full inspection thereof as
satisfactory for all purposes of the Master Equipment Lease -Purchase Agreement ("Lease") executed by Lessee and
Lessor.
MASTER LEASE
DATE
12/15/2004
MASTER LEASE
NUMBER
7794000
SCHEDULE
7794000
DATE
12/15/2004
DELIVERY
NUMBER
2
PURCHASE
DATE
PURCHASE
ORDER NO.
EQUIPMENT INFORMATION
QUANTITY
DESCRIPTION (MANUFACTURER, MODEL AND SERIAL NO.)
SUPPLIER
12
2005 Ford Crown Victoria Police Sedans With equipment
2FAFP71W05X126147, 2FAFP71W25X126148,
2FAFP71W45X126149, 2FAFP71W05X126150,
2FAFP71W25X126151, 2FAFP71W45X126152,
2FAFP71W65X126153, 2FAFP71W85X126154,
2FAFP71WX5X126155, 2FAFP71 W 15X126156,
2FAFP71W35X126157, 2FAFP71W55X126158
Duval Ford
LESSEE: City of Key Biscayne
Police Dept.
88 West McIntyre St.
Key Biscayne, FL 33149
BY:
DATE ACCEPTED:
This form is to be signed, dated and returned
to Ford Motor Credit Company, Attn: Carol
Tom, upon delivery and acceptance of the
above equipment.
LESSOR: FORD MOTOR CREDIT COMPANY
P. O. Box 1739
Dearborn, MI 48121-1739
DELIVERY AND ACCEPTANCE CERTIFICATE
The undersigned Lessee hereby acknowledges receipt of the Equipment described below ("Equipment") as fully
installed and in good working condition; and Lessee hereby accepts the Equipment after full inspection thereof as
satisfactory for all purposes of the Master Equipment Lease -Purchase Agreement ("Lease") executed by Lessee and
Lessor.
MASTER LEASE
DATE
12/15/2004
MASTER LEASE
NUMBER
7794000
SCHEDULE
7794000
DATE
12/15/2004
DELIVERY
NUMBER
3
PURCHASE
DATE
PURCHASE
ORDER NO.
EQUIPMENT INFORMATION
QUANTITY
DESCRIPTION (MANUFACTURER, MODEL AND SERIAL NO.)
SUPPLIER
Misc. Equipment from
`'1
Florida Police
Products
/2
LESSEE: City of Key Biscayne
Police Dept.
88 West McIntyre St.
Key Biscayne, FL 33149
DATE ACCEPTED:
This form is to be signed, dated and returned
to Ford Motor Credit Company, Attn: Carol
Tom, upon delivery and acceptance of the
above equipment.
LESSOR: FORD MOTOR CREDIT COMPANY
P. O. Box 1739
Dearborn, MI 48121-1739
DELIVERY AND ACCEPTANCE CERTIFICATE
The undersigned Lessee hereby acknowledges receipt of the Equipment described below ("Equipment") as fully
installed and in good working condition; and Lessee hereby accepts the Equipment after full inspection thereof as
satisfactory for all purposes of the Master Equipment Lease -Purchase Agreement ("Lease") executed by Lessee and
Lessor.
MASTER LEASE
DATE
12/15/2004
MASTER LEASE
NUMBER
7794000
SCHEDULE
7794000
DATE
12/15/2004
DELIVERY
NUMBER
4
PURCHASE
DATE
PURCHASE
ORDER NO.
EQUIPMENT INFORMATION
QUANTITY
DESCRIPTION (MANUFACTURER, MODEL AND SERIAL NO.)
SUPPLIER
1
Misc. Equipment
Law Enforcement
Supply
LESSEE: City of Key Biscayne
Police Dept.
88 West McIntyre St.
Key Biscayne, FL 33149
BY:
(")&1.(b
oi‹,/ P- (Title)
DATE ACCEPTED:
Cif C'
This form is to be signed, dated and returned
to Ford Motor Credit Company, Attn: Carol
Tom, upon delivery and acceptance of the
above equipment.
LESSOR: FORD MOTOR CREDIT COMPANY
P. O. Box 1739
Dearborn, MI 48121-1739
DELIVERY AND ACCEPTANCE CERTIFICATE
The undersigned Lessee hereby acknowledges receipt of the Equipment described below ("Equipment") as fully
installed and in good working condition; and Lessee hereby accepts the Equipment after full inspection thereof as
satisfactory for all purposes of the Master Equipment Lease -Purchase Agreement ("Lease") executed by Lessee and
Lessor.
MASTER LEASE
DATE
12/15/2004
MASTER LEASE
NUMBER
7794000
SCHEDULE
7794000
DATE
12/15/2004
DELIVERY
NUMBER
5
PURCHASE
DATE
PURCHASE
ORDER NO.
EQUIPMENT INFORMATION
QUANTITY
DESCRIPTION (MANUFACTURER, MODEL AND SERIAL NO.)
SUPPLIER
Misc. Equipment
Graphics Design
LESSEE: City of Key Biscayne
Police Dept.
88 West McIntyre St.
Key Biscayne, FL 33149
BY: C}A.t.1../
cy =ieF c-.
(Title
DATE ACCEPTED:
0
This form is to be signed, dated and returned
to Ford Motor Credit Company, Attn: Carol
Tom, upon delivery and acceptance of the
above equipment.
INSURANCE FACT SHEET
We require a Certificate of Insurance or Declaration Page shown in the name of the Municipality listed below. If more than
one insurance company is used, indicate each and for what type coverage. Per the Master Equipment Lease -Purchase
Agreement, Lease No. 7794000, we require Liability and Physical Damage on all vehicles, Liability and Property Damage
on all other Equipment and FORD MOTOR CREDIT COMPANY named as Loss Payee and Additional Insured. RETURN
I Ford Motor Credit Company, Municipal Finance, PO Box 1739 - MD 7500, Dearborn, MI 48121-1739.
SCHEDULE NO: 7794000
PLEASE NOTE: FORD MOTOR CREDIT COMPANY REQUIRES
A MINIMUM OF $1,000,000 PUBLIC LIABILITY COVERAGE;
OR THE STATE MAXIMUM (IF LOWER) IS REQUIRED
MUNI: City of Key Biscayne
ADDRESS: Police Dept.
88 West McIntyre St.
CITY: Key Biscayne, FL 33149
CONTACT: Randolph White, 365-8903, Accts. Payable PHONE: (305) 753-0436
EQUIP DESC: (3) 2005 Ford Crown Victoria Administrative Sedans With equipment,
2FAFP73W15X124583, 2FAFP73W15X124582, 2FAFP73WX5X124581, (12) 2005 Ford
Crown Victoria Police Sedans With equipment 2FAFP71W05X126147,
2FAFP71W25X126148, 2FAFP71W45X126149, 2FAFP71W05X126150,
2FAFP71W25X126151, 2FAFP71W45X126152, 2FAFP71W65X126153,
2FAFP71W85X126154, 2FAFP71WX5X126155, 2FAFP71 W 15X126156,
2FAFP71W35X126157, 2FAFP71W55X126158, (1) 2005 Ford Taurus,
1 FAFP53U45A219892; Misc. Equipment from Florida Police Products; Misc. Equipment
from Law Enforcement Supply; Misc. Equipment from Graphics Design
INSURANCE COMPANY:
ADDRESS:
rY: STATE: ZIP:
r'HONE: CONTACT PERSON:
POLICY NO: EXPIRATION DATE:
LIABILITY AMT: PROPERTY DAMAGE AMT:
PHYSICAL DAMAGE AMT: COMPREHENSIVE DEDUCTIBLE:
COLLISION DEDUCTIBLE:
INSURANCE COMPANY:
ADDRESS:
CITY: STATE: ZIP:
PHONE: CONTACT PERSON:
POLICY NO:
LIABILITY AMT:
PHYSICAL DAMAGE AMT: COMPREHENSIVE DEDUCTIBLE:
COLLISION DEDUCTIBLE:
EXPIRATION DATE:
PROPERTY DAMAGE AMT:
THIS SECTION ONLY TO BE COMPLETE IF SELF -INSURED:
IF YOU ARE SELF -INSURED FOR ANY COVERAGE, PLEASE PROVIDE THE NAME OF YOUR INSURANCE
POOL/FUND.
NAME OF INSURANCE POOL/FUND:
Self -Insured For/LIABILITY: $ PROPERTY: $ O ' PHYSICAL: $
CONTINUOUS COVERAGE: FROM:
TO:
PLEASE SIGN
Conchita H. Alvarez, Clerk
Form 8038-G
(Rev. November 2000)
.- Department of the Treasury
Internal Revenue Service
Part
1
Information Return for Tax -Exempt Governmental Obligations
► Under Internal Revenue Code section 149(e)
► See separate Instructions
Caution : Use Form 8038 -GC if the issue price is under $100,000.
OMB No. 1545-0720
Reporting Authority
Issuer's name
City of Key Biscayne
If Amended Return, check here
3 Number and street (or P. O. box if mail is not delivered to Street address)
Police Dept., 88 West McIntyre St.
5 City, town, or post office, state, and ZIP code
Key Biscayne, FL 33149
7 Name of issue
1 2 Issuer's employer Identification
65-0291811
Room/suite
4 Report number
G2004-7794000
6 Date of Issue
12/15/2004
8 CUSIP number
NONE
9 Name title of officer or legal representative whom the IRS may call for more information
David Wolpin
Part II
11
12
13
14
15
16
17
18
EDI
El
El
10 Telephone number of officer or legal representative
305-854-0800
Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule
Education . . .
Health and hospital
Transportation
Public safety .
Environment .
Housing
Utilities .
Other. Describe ►
19 If obligations are TANs or RANs, check box ► ❑ If obligations are BANs, check box ►
20 If obligations are in the form of a lease or installment sale, check box . . ►
CI
El
11
12
13
14
$280,085.26
15
16
17
Description of Obligations. (Complete for the entire issue for which this form
(a) Final maturity date
(b) Issue price
(c) Stated redemption
price at maturity
18
is being filed.
(d) Weighted
average maturity
(e) Yield
12/15/2007
$ 280, 085.26
$ N/A
4
years
Uses of Proceeds of Bonds Issue (including underwriters' discount)
22 Proceeds used for accrued interest
3.85%
N/A
23 Issue Price of entire issue (Enter amount from line 21, column (b)).
24 Proceeds used for bond issuance costs (including underwriters' discount)
25 Proceeds used for credit enhancement
26 Proceeds allocated to reasonably require reserve or replacement fund .
27 Proceeds used to currently refund prior issues . . . . .
28 Proceeds used to advance refund prior issues . . . . . . .
29 Total (add lines 23 through 27)
30 Nonrefunding proceeds of the issue (subtract line 28 from line 22 and enter amount here). . .
Part V
24
25
26
27
28
22
23
29
Description of Refunded Bonds (Complete this part only for refunding bonds.) N/A
31 Enter the remaining weighted average maturity of the bonds to be currently refunded ►
32 Enter the remaining weighted average maturity of the bonds to be advanced refunded ►
33 Enter the last date on which the refunded bonds will called . . . . 0-
34 Enter the dates(s) the refunded bonds were issued 10 -
Part VI
Miscellaneous
30
years
years
35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5)
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (se instructions)
b Enter the final maturity date of the guaranteed investment contract
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the
issuer ► and the date of the issue ►
35
36i
37i
38 If the issuer has designated the issue under section 265(b)(3)(B)(I)(III) (small issuer exception), check box ► ❑
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► ❑
40 If the issuer has identified a hedge, check box ► ❑
Under penalties of perjury, I declare that I hav9rexamined this return and accompanying schedules and statements, and to the best of my knowledge
And belie are true, correct, and comp!
Please
Sign
Here
at// AgmConchita H. Alvarez, Clerk
Issuer's auk IFoo zed representative
Da a Type or print name and title