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HomeMy WebLinkAboutReso 2000-263 RESOLUTION NO. 2000- ~lo 3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO NEGOTIATE A THREE-YEARLEASE/PURCHASE AGREEMENT WITH BOBBY JONES FORD, FOR TWENTY (20) POLICE PACKAGE VEHICLES FOR FISCAL YEAR 2000/01 AT AN ANNUAL COST NOT TO EXCEED $159,000, WHICH WILL BE FUNDED IN THE UPCOMING BUDGET YEARS; FURTHER PROVIDING THE CONTRACT IS SUBSEQUENTLY APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY THE CITY ATTORNEY, THE CITY MANAGER IS FURTHER AUTHORIZED TO EXECUTE THE CONTRACT AND TO DO ALL OTHER THINGS NECESSARY TO EFFECTUATE THE CONTRACT; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Bobby Jones Ford is an approved vendor on both Federal and Florida purchasing bid lists; and WHEREAS, personally assigned police vehicle programs have become the national norm within the law enforcement community due to the cost effectiveness and efficiency of such a program; and WHEREAS, the Police Administration recommends the lease/purchase of twenty (20) police package vehicles for the personally assigned vehicle program; and NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Authorization of the City Manager. The City Manager and/or his designee are hereby authorized to negotiate a contract with Bobby Jones Ford, in an amount not to exceed One Hundred Fifty Nine Thousand Dollars ($159,000.00), for the lease/purchase of twenty (20) police package vehicles for Fiscal Year 2000/01 and to do all other things necessary to effectuate a contract. Provided the contract is subsequently approved as to form and legal sufficiency by the City Attorney, the City Manager is further authorized to execute the contract. Section 2. Effective Date. This Resolution shall be effective upon adoption. PASSED AND ADOPTED this 14th day of August, 20 . R2000- Lease/Purchase Agreement with Bobby Jones Ford page 1 of 2 ATTEST: ." ,r"t. , -',~ . .. . "--;; J "," @;,cf i':~" II" II ~.v'\~~~"'~~-"'" .n.... ~ch~~B,ro~qyf?r.illa, City Clerk .~'" F ....-~ ;".,;".... . " , P'i' :.: I J' I '.. \. ): ~ ( / ~.\ ~ /'~. J \': j - '1 ,r'- ',' ";'" . r~ "~ Ii ~~ ~ "IJ" .::~ '-'" APPROVED AS TO FORM AND LEG L SUFFICIENCY: ~~:~~:I~y: ~,~~~~~~ Vote: 5 - 0 Mayor Samson Vice Mayor Morrow Commissioner Iglesias Commissioner Kauffman Commissioner Turetsky v (Yes) V(Yes) V'1:Y es) V(Yes) ----1L. (Yes) _(No) _(No) _(No) _(No) _(No) R2000- Lease/Purchase Agreement with Bobby Jones Ford page 2 of 2 INVOICE December 12, 2000 LESSEE: City of Sunny Isles Beach Police Department 17070 Collins Ave., Suite 250 Sunny Isles Beach, FL 33160 REMIT PAYMENT TO: FORD MOTOR CREDIT COMPANY MUNICIPAL FINANCING P. O. BOX 1739 - MD7500 DEARBORN, MI 48121-1739 PLEASE RETURN A COpy OF THIS INVOICE WITH YOUR PAYMENT ACCOUNT FIRST DESCRIPTION PAYMENT NUMBER PAYMENT AMOUNT DUE DATE 6600000 12/15/2000 $150,721.47 (2) 2001 Ford Explorer's, 1 FMZU72E11ZA54350, 1 FMZU72E31ZA54351, (18) 2001 Ford Crown Victoria Police Sedans, 2FAFP71W41X121866, 2FAFP71W61X121867, 2FAFP71W81X121868, 2FAFP71WX1X121869, 2FAFP71W61X121870, 2FAFP71W81X121871, 2FAFP71WX1X121872, 2FAFP71W31X124015, 2FAFP71W51X124016, 2FAFP71W71X124017, 2FAFP71W91X124018, 2FAFP71W01X124019, 2FAFP71W71X124020, 2FAFP71W91X124021, 2FAFP71W01X124022, 2FAFP71W21X124023, 2FAFP71W41X124024,2FAFP71W61X124025 t PLEASE REMIT: $150,721.47 f you have any questions regarding this invoice, please call Janet Doty (800-241-4199). .. . ~~ FORD MOTOR CREDIT COMPANY FLORIDA EQUIPMENT LEASE-PURCHASE AGREEMENT Lease No, 66000 Lessee: City of Sunny Isles Beach 17070 Collins Ave, Suite 250 Sunny Isles Beach, FL 33160 Lessor: Ford Motor Credit Company P. O. Box 1739 Dearborn, M148121-1739 Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in any Schedule A now or hereafter attached hereto ("Equipment") in accordance with the following terms and conditions of this Lease-Purchase Agreement ("Lease"). 1. TERM. This Lease will become effective upon the execution hereof by Lessor. The term of this Lease will commence on the date the Equipment is accepted pursuant to Section 3 hereunder and, unless earlier terminated as expressly provided for in this Lease will continue until the expiration date (the "Expiration Date") set forth in Schedule A attached hereto (the "Lease Term"). ' 2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments, including the interest portion, equal to the amounts specified in Schedule A. 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), and will commence on the first Lease Payment Date as set forth in Schedule A and thereafter on the subsequent dates set forth in Schedule A. Any payments received later than ten (10) days from the due date will bear interest at the highest lawful rate from the due date. 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 funds can be obtained sufficient to make all Lease Payments during the Lease Term and hereby covenants that it will do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which the Lease Payments may be made, including making provisions for such payments to the extent necessary in each budget submitted for the purpose of obtaining funding, using its bona fide 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. Lessor and Lessee under- stand and intend that the obligation of Lessee to pay Lease Payments hereunder 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, or if Lessee so requests, Lessor, will cause the Equipment to be delivered to Lessee at the location specified in Schedule A ("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. DISCLAIMER 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 such equipment, that LESSOR LEASES AND LESSEE TAKES THE EQUIPMENT AND EACH PART THEREOF "AS-IS" AND THAT LESSOR HAS NOT MADE, AND DOES NOT HEREBY 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 TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY INFRINGEMENT 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. Lessor hereby assigns to Lessee during the Lease Term, so long as no Event of Default has occurred hereunder and is continuing, all manufacturer's warranties, if any, expressed or implied with respect to the Equipment, and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's expense. Lessee's sole remedy for the breach of any such manufacturer's warranty shall be against the manufacturer of the Equipment, 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 of the Equipment. 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 this Lease 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 in the continental United States designated by Lessor. 6, NON-APPROPRIATION OF FUNDS; NON-SUBSTITUTION. Notwithstanding anything contained in this Lease to the contrary, in the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for Lease Payments due under this Lease, Lessee will immediately notify Lessor or its assignee in writing of such occur- rence and this Lease shall terminate on the last day of the fiscal period for which appropriations have been received or made without p-enaity o'r ei!pense to Lessee, except as to (i) the portions of Lease Payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available and (ii) Lessee's other obligations and liabilities under this Lease 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 to Lessor or its assignee 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. Notwithstanding the foregoing, Lessee agrees (i) that it will not cancel this Lease and this Lease shall not terminate under the provisions of this Section if any funds are appropriated to it, or by it, for the acquisition, retention or operation of the Equipment or other equipment or services performing functions similar to the functions of the Equipment for the fiscal period in which such termination would have otherwise occurred or for the next succeeding fiscal period, and (ii) that it will not during the Lease Term give priority in the application of funds to any other functionally similar equipment or to services performing functions similar to the functions of the Equipment. This section will not be construed so as to permit Lessee to terminate this Lease in order to purchase, lease, rent or otherwise acquire the use of any other equipment or services performing functions similar to the functions of the Equipment, and, if this Lease terminates pursuant to this Section, Lessee agrees that during the fiscal period immediately following the fiscal period in which such termination occurs it will not so purchase, lease, rent or otherwise acquire the use of any such other equipment or services. 7. REPRESENTATIONS, COVENANTS AND WARRANTIES, Lessee represents, covenants and warrants as of the date hereof and at all times during the Lease Term that: (i) Lessee is a state or a fully constituted political subdivision thereof, or its obligations hereunder constitute obligations issued on behalf of a state or a political subdivision thereof, such that any interest derived under this Lease will qualify for exemption from Federal income taxes under section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and that it will do or cause to be done all things necessary to preserve and keep in full force and effect (a) its existence and (b) this Lease; (ii) the execution, delivery and performance by the Lessee of this Lease and all documents executed in connection herewith, including, without limitation, Schedule A hereto and the Delivery and Acceptance Certificate referred to in Section 3 hereof (the Lease 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; (Hi) the Lease Documents each constitute a legal, valid and binding obligation of the Lessee enforceable in accordance with their respective terms; (iv) 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; (v) Lessee has sufficient appropriations or other funds available to pay all Lease Payments and other. amounts due hereunder for the current fiscal period; (vi) 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; (vii) no portion of the Equipment will be used directly or indirectly in any trade or business carried on by any person other than Lessee; and (viii) no portion of the Equipment will be used by an organization described in section 501 (c) (3) of the Code and (ix) this Lease does not constitute an arbitrage obligation within the meaning of section 148 of the Code and is not federally guaranteed within the meaning of section 149(b) of the Code. 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 execute a power of attorney authorizing Lessor to make application to the Internal Revenue Service for a letter ruling with respect to the issue. 8. TITLE TO EQUIPMENT. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in Lessee subject to Lessor's rights under this Lease; provided, however, that (i) in the event of termination of this Lease pursuant to Section 6 hereof, (ii) upon the occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing, or (iii) in the event that the purchase option has not been exercised prior to the Expiration Date, title will immediately vest in Lessor or its assignee without any action by Lessee and Lessee shall immediately surrender possession of the Equipment to Lessor or its assignee in the manner set forth in Section 5 hereof. 9. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equip- ment. 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 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. 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 created under this Lease. Lessee shall pay, when due, all charges and taxes (local, state and federal) 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 Lease. 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, Lessee, at the option of Lessor, will either (a) replace the same with like equipment in good repair, or (b) on the next Lease Payment Date, pay Lessor: (i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease Payment due on such date, and (ii) an amount equal to the applicable Concluding Payment set forth in Schedule A opposite such Lease Payment Date. 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 Lease Payment and 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 as shall be satisfactory to Lessor, or, with Lessor's prior written consent, may self-insure against any or all such risks. 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 or its assigns as an additional insured, and will contain a clause requiring the insurer to give Lessor or its assigns 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 will be payable to Lessee and Lessor or its assigns 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. 16. LESSEE'S NEGLIGENCE. 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. 17. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment or (ii) 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 Lease, the Equipment and any documents executed with respect to this Lease and/or grant or assign a security interest in this Lease and the Equipment, in whole or in part, and Lessee's rights will be subordinated thereto. Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease 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 Lease. Upon Lessee's receipt of written notice of Lessor's assignment of all orany part of its interest in the Lease, Lessee agrees to attorn to and recognize any such assignee as the owner of Lessor's interest in this Lease, and Lessee shall thereafter make such payments, including without limitation such 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 anyone or more of the following events: (i) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of this Lease, and any such failure continues for ten (10) days after the due date thereof; (ii) 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 twenty (20) days after written notice thereof by Lessor; (iii) the discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in any writing ever delivered by Lessee pursuant hereto or in connection herewith was false, misleading, or erroneous in any material respect; (iv) 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 twenty (20) days after the filing or institution thereof; (v) Lessee fails to make any payment when due or fails to perform or observe any covenant, condition, or agreement to be performed by it under any other agreement or obligation with Lessor or an affiliate of Lessor and any applicable grace period or notice with respect thereto shall have elapsed or been given; or (vi) an attachment, levy or execution is threatened or levied upon or against the Equipment. 19. REMEDIES, Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may, at its option, exercise anyone or more of the following remedies: (i) by written notice to Lessee, declare an amount equal to all amounts then due under the Lease, and all remaining Lease Payments due 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; (ii) by written notice to Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly return the Equipment to Lessor in the manner set forth in Section 5 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same; (iii) sell or lease the Equipment 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 purchase price, rental and other amounts paid by the purchaser, lessee or sublessee pursuant to such sale, lease or sublease and the amounts otherwise payable by Lessee hereunder; and (iv) 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 this Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Lease and 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 thirty (30) days prior written notice from Lessee to Lessor, and provided that there is no Event of Default, or an event which with notice or lapse of time, or both, could become an Event of Default, then existing, Lessee will have the right to purchase the Equipment on any Lease Payment date set forth in Schedule A hereto by paying to Lessor, on such date, the Lease Payment then due together with the Concluding Payment amount set forth in Schedule A opposite such date. 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 w~rranty, express or implied, except Lessor will warrant that the Equipment is free and clear of any liens created by Lessor. ,. 21. TAX ASSUMPTION; COVENANTS. The parties assume that Lessor can exclude from Federal gross income the interest portion of each Lease Payment set forth in Schedule A under the column captioned "Interest Portion." Lessee covenants that it will (i) register this Lease and transfers thereof in accordance with section 149(a) of the Code and the regulations thereunder, (ii) timely file a statement with respect to this Lease in the required form in accordance with section 149(e) of the Code, (iii) not permit the property financed by this Lease to be directly or indirectly used for a private business use within the meaning of section 141 of the Code, (iv) 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 (v) not take any action which results in this Lease becoming, and will take any reasonable action to prevent this Lease from becoming (a) an arbitrage obligation within the meaning of section 148 of the Code or (b) federally guaranteed within the meaning of section 149 of the Code. Notwithstanding the earlier termination or expiration of this Lease, the obligations provided for in this Section 21 shall sUNive such earlier termination or expiration. 22. NOTICES. All notices to be given under this Lease 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 re,c;:eived five days subsequent to mailing. - ~ . .: 23, SECTION HEADINGS, All section headings cOl}tained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. ... 24. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by, the laws of the state of the Equipment Location. 25. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease. 26, ENTIRE AGREEMENT; WAIVER. The Lease Documents constitute the entire agreement between the parties with respect to the lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of this Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of this Lease. 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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the 15th day of December, 2000. Lessee: City of Sunny Isles Beach Lessor: Ford Motor Credit Company By ~~ Christopher Russo City Manager By: Title: Title: OPINION OF COUNSEL With respect to that certain Equipment Lease-Purchase Agreement 66000 ("Lease") dated 12/15/2000 by and between Ford Motor Credit company (Lessor) and City of Sunny Isles Beach (Lessee), I am of the opinion that: (i) interest paid by Lessee to Lessor pursuant to the Lease will be exempt from tax under Section 103(a) of the Internal Revenue Code of 1986. as amended; (ii) the execution, delivery and performance by Lessee of the Lease have been duly authorized by all necessary action on the part of Lessee; (iii) the Lease constitutes a legal. valid and binding obligation of Lessee enforceable in accordance with its terms; (iv) 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 Lease or the ability of Lessee to perform its obligations under the Lease 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 (v) all required public bidding procedures regarding the award of the Lease have been followed by Lessee and no governmental orders, permissions. consents. approvals or authorizations are required to be obtained and n re' r tions or declarations are required to be filed in connection with the execution and delivery of the Lease. AMENDMENT The certain Equipment Lease-Purchase Agreement by and between Ford Motor Credit Company ("Lessor") and City of Sunny Isles Beach ("Lessee"), dated as of December 15, 2000 (the "Lease") is hereby amended as follows: A. Lessee has not issued, and reasonably anticipates that it and its subordinate entities will not issue, tax-exempt obligations (including this Agreement) in the amount of more than $10,000,000 during the current calendar year; hereby designates this Agreement 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. B. The parties assume and intend that this Agreement will qualify as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3)(B) of the Code. In the event that Lessor, its assignees or sub-assignees either (i) receive notice from the Internal Revenue Service; 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 the otherwise applicable exception set forth in Section 265(b)(3,",of the Code is not available, then Lessee shall pay Lessor, its assignees or sub-assigne~s, as the case may be, within thirty (30) days after receiving notice from Lessor of such determination, the amount which, with respect to rental payments previously paid, will restore the after-tax yield on the transaction evidenced by this Agreement to that which would have been had such exception been available, and pay as additional rent on succeeding rent payment due dates such amount as will maintain such after-tax yield. 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, 2000. LESSEE: City of Sunny Isles Beach Police Department LESSOR: Ford Motor Credit Company By: @/~. Christopher Russo City Manager By: JFr~~a~ Title: Title: Operations Manager, Municipal Financing Page 1 SCHEDULE A. EQUIPMENT LEASE.PURCHASE AGREEMENT Lease No. 66000 This Equipment Schedule dated as of 12/15/2000, is being executed by Ford Motor Credit Company ("Lessor"), and City of Sunny Isles Beach ("Lessee"), as a supplement to, and is hereby attached to and made a part of that certain :=quipment Lease-Purchase Agreement dated as of 12/15/2000 ("Lease"), between Lessor and Lessee, l..essor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases from _essor under and pursuant to the Lease, subject to and upon the terms and conditions set forth in the Lease and Jpon the terms set forth b~low, and following items of Eguipment: QUANTITY DESCRIPTION (MANUFACTURER, MODEL AND SERIAL NO.) SUPPLIER 2 2001 Ford Explorer's, 1 FMZU72E11ZA54350, 1 FMZU72E31ZA54351 Bobby Jones 18 2001 Ford Crown Victoria Police Sedans, 2FAFP71W41X121866, Ford 2FAFP71W61X121867,2FAFP71W81X121868, 2FAFP71WX1X121869,2FAFP71W61X121870, 2FAFP71W81X121871,2FAFP71WX1X121872, 2FAFP71W31X124015,2FAFP71W51X124016, 2FAFP71W71X124017,2FAFP71W91X124018, 2FAFP71W01X124019,2FAFP71W71X124020, 2FAFP71W91X124021,2FAFP71W01X124022, '" 2FAFP71W21X124023,2FAFP71W41X124024, ,; 2FAFP71W61X124025 ..; i EQUIPMENT LOCATION: City of Sunny Isles Beach Police Department 17070 Collins Ave., Suite 250 Sunny Isles Beach, FL 33160 Initial Term: 36 Months Commencement Date: 12/15/2000 Periodic Rent: 2 Consecutive Annual in Advance Payments of $150,721.4 7 each (including interest), followed by one final payment of $150,721,08, due under this Lease-Purchase Agreement. The Periodic Rent Payment also includes any applicable sales/use tax due and payable on the Lease Payment Dates, set forth in Schedule A, Page 2. EXECUTED as of the date first herein set forth. LESSEE: City of Sunny Isles Beach LESSOR: Ford Motor Credit Company Police Department By: ~~~ By: 2~! Ih~ Christopher Russo Fr -'3 Mastrella ' . Title: City Manager Title: Operations Manager, Municipal Finance CounteIpart lb. 3 of 3 manually executed and serial1y nurri:lered counterparts. To the extent this Schedule constitutes Chattel paper, no security interest herein may be perfected through the possession of any COWlterpart other than Countez:part lb. 1. Schedule A Page 2 Payment Schedule Lease Number: 66000 APR: 6.10% Lease Lease Payment Payment Lease Interest Principal Concluding Number Date Payment Portion Portion Payment 1 12 / 15 / 2000 150,721.47 0.00 150,721.47 275,944.53 2 12 / 15 / 2001 150,721.47 16,832.62 133,888.85 142,055.68 3 12 / 15 / 2002 150,721.08 8,665.40 142,055.68 1. 00 TOTALS 452,164.02 25,498.02 426,666.00 . 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 Equipment Lease-Purchase Agreement ("Lease") executed by Lessee and Lessor. LEASE DATE LEASE SCHEDULE A DELIVERY PURCHASE PURCHASE NUMBER DATE NUMBER DATE ORDER NO. 12/15/2000 66000 12/15/2000 1 EQUIPMENT INFORMATION QUANTITY DESCRIPTION (MANUFACTURER, MODEL AND SERIAL NO.) SUPPLIER 2 2001 Ford Explorer's, 1 FMZU72E11ZA54350, 1 FMZU72E31ZA54351 Bobby Jones 18 2001 Ford Crown Victoria Police Sedans, 2FAFP71W41X121866, Ford 2FAFP71W61X121867,2FAFP71W81X121868, 2FAFP71WX1X121869,2FAFP71W61X121870, 2FAFP71W81X121871,2FAFP71WX1X121872, 2FAFP71W31X124015,2FAFP71W51X124016, 2FAFP71W71X124017,2FAFP71W91X124018, 2FAFP71W01X124019,2FAFP71W71X124020, 2FAFP71W91X124021,2FAFP71W01X124022, 2FAFP71W21X124023,2FAFP71W41X124024, 2FAFP71W61X124025 LESSEE: City of Sunny Isles Beach 17070 Collins Ave" Suite 250 Sunny Isles Beach, FL 33160 (Tit I DATE ACCEPTED: / 2./IF'/(/O INSURANCE FACT SHEET Ne require a Certificate of Insurance or Declaration Page shown in the name of the Municipality listed below. If more than me insurance company is used, indicate each & for what type coverage. Per the Agreement, we require Liability & Physical )amage on all vehicles, Liability & Property Damage on all other equipment & FORD MOTOR CREDIT COMPANY named 3S Loss Payee or Additional Insured, RETURN TO: Ford Motor Credit Company, P.O. Box 1739, Dearborn, MI 48121- 1739 fRANS NO: 6600000 PLEASE NOTE: FORD MOTOR CREDIT REQUIRES A MINIMUM OF $1,000,000 FOR PUBLIC LIABILITY COVERAGE JlUNI: \DDRESS: ~ITY: City of Sunny Isles Beach 17070 Collins Ave" Suite 250 Sunny Isles Beach, FL 33160 ~ONT ACT: Linda Dosal PHONE: (305) 947-0606 :QUIP OESC: (2) 2001 Ford Explorer's, 1FMZU72E11ZA54350, 1FMZU72E31ZA54351, (18) 2001 Ford Crown Victoria Police Sedans, 2FAFP71W41X121866, 2FAFP71W61X121867, 2FAFP71W81X121868, 2FAFP71VVX1X121869,2FAFP71W61X121870,2FAFP71W81X121871,2FAFP71VVX1X121872, 2FAFP71W31X124015, 2FAFP71W51X124016, 2FAFP71W71X124017, 2FAFP71W91X124018, 2FAFP71W01X124019, 2FAFP71W71X124020, 2FAFP71W91X124021, 2FAFP71W01X124022, 2FAFP71W21X124023,2FAFP71W41X124024,2FAFP71W61X124025 NSURANCE COMPANY: ~DDRESS: :;fTY: STATE: ZIP: CONTACT PERSON: EXPIRATION DATE: ::lHONE: ::lOLlCY NO: _lABILITY AMT: PROPERTY DAMAGE AMT: :JHYSICAL DAMAGE AMT: COMPREHENSIVE DEDUCTIBLE: COLLISION DEDUCTIBLE: NSURANCE COMPANY: \DDRESS: ::;ITY: STATE: ZIP: ::lHONE: CONTACT PERSON: -'ABILITY AMT: ::lHYSICAL DAMAGE AMT: EXPIRATION DATE: PROPERTY DAMAGE AMT: COMPREHENSIVE DEDUCTIBLE: COLLISION DEDUCTIBLE: ::lOLlCY NO: 3ELF-INSURED: F YOU ARE SELF-INSURED FOR ANY COVERAGE, PLEASE PROVIDE THE NAME OF YOUR INSURANCE 'OOUFUND. \lAME OF INSURANCE POOUFUND: 3ELF-INSURED FOR: LIABILITY: $ PROPERTY: $ ::;ONTINUOUS COVERAGE: FROM TO PLEASE SIGN: ~~ - -- - - Christopher Russo, Cily Manager PHYSICAL:$ Form" 8038-G Information Return for Tax-Exempt Governmental Obligations Reporting Authority Issuer's name City of Sunny Isles Beach 3 Number and street (or P. O. box if mail is not delivered to Street address) 17070 Collins Ave., Suite 250 5 City, town, or post office, state, and ZIP code Sunny Isles Beach, FL 33160 7 Name of issue ~ Under Internal Revenue Code section 149(e) ~ See separate Instructions Caution: Use Form B03B-GC if the issue price is under $100,000. lf Amended Return, check here ~ 0 2 Issuer's employer Identification 65-0784647 I Room/suite 4 Report number G2000-6600000 6 Date of Issue OMS No. 1545-0720 8 CUSIP number 9 Name title of officer or legal representative whom the IRS may call for more information L nn Dannheisser Type of Issue (check applicable box(es) and enter the issue price) 11 0 Education. 12 0 Health and hospital 13 0 Transportation 14 ~ Public safety 15 0 Environment 16 0 Housing 17 0 Utilities 18 0 Other. Describe ~ 19 If obligations are TANs or RANs, check box ~ 0 If obligations are BANs, check box ~ 0 20 If obligations are in the form of a lease or installment sale, check box. ....... ~ ~ Description of Obligations. (Complete for the entire issue for which this form is being filed.) 10 Telephone number c:i dIic:er a legal representative 305-947-0606 See instructions and attach schedule 11 12 13 14 $275,944.53 15 16 17 18 (e) Stated redemption (d) Weighted price at maturity average maturity N/A $ 275,944.53 $ N/A 3 years Uses of Proceeds of Bonds Issue (including underwriters' discount) 22 Proceeds used for accrued interest . .. ......,... 23 Issue Price of entire issue (Enter amount from line 21, column (b)). . 24 Proceeds used for bond issuance costs (including underwriters' discount). 24 25 Proceeds used for credit enhancement 25 26 Proceeds allocated to reasonably require reserve or replacement fund. 26 27 Proceeds used to currently refund prior issues 27 28 Proceeds used to advance refund prior issues . 28 29 Total (add lines 23 through 27). . 30 Nonrefundin roceeds of the issue subtract line 28 from line 22 and enter amount here). Description of Refunded Bonds (Complete this part only for refunding bonds.) Enter the remaining weighted average maturity of the bonds to be currently refunded . . ~ Enter the remaining weighted average maturity of the bonds to be advanced refunded. . ~ Enter the last date on which the refunded bonds will called. . . . . , ~ Enter the dates s the refunded bonds were issued ~ Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (se instructions) 36a 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 37a b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~ 0 and enter the name of the issuer ~ and the date of the issu~ 38 If the issuer has designated the issue under section 265(b)(3)(B)(f)(II/) (small issuer exception), check box . ~ 0 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ~ 0 40 If the issuer has identified a hed e, check box. . ,~, 0 Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. (b) Issue price (e) Yield 6.1% 22 23 years years Please Sign Here ~ 0\ ~ Christopher Russo, City Manager Type or print name and title For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 637735 Form 8038-G (Rev. 5-99)