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HomeMy WebLinkAboutItem III (C) Approval and Authorization to Replace Totaled Police Cruiser AGENDA 3-5-96 Item III C Ocoee Police Department WIMPRobert E. Mark 175 N. Bluford Avenue y�� Chief of Police Ocoee, Florida 34761 Phone (407) 656-1313 Fax (407) 656-0218 j 4:- _' 4:jr.massol,... ..e, TO: The Honorable Mayor and Board of Commissioners FROM: Robert E. Mark, Chief Of Polic DATE: February 26, 1996 SUBJECT: AUTHORIZATION TO REPLACE TOTALED POLICE CRUISER STAFF REPORT ISSUE Should the Honorable Mayor and Board of City Commissioners authorize the police department to use insurance money received in the amount of $4, 240 . 00 as an initial payment to lease one new police vehicle as replacement for one totaled on January 3, 1996 and declare as surplus the 1991 Ford Crown Victoria, vehicle number 302 VIN 2FACP72G4MV153800. BACKGROUND The City of Ocoee, as well as the Police Department, has been trying to upgrade and increase the efficiency of its City equipment. Vehicles are an essential piece of equipment as the City continues to grow and meet the ever increasing needs of today' s demanding services. On January 3, 1996, a police vehicle (1991 Ford Crown Victoria, vehicle number 302 VIN 2FACP72G4MV153800) was involved in a traffic crash while attempting to assist another motorist who already had been in a traffic crash on Clarke Road in front of the construction area of the new mall . DISCUSSION The vehicle was declared by the insurance company to be totaled. In order to utilize the insurance funds and to remove this vehicle from fixed assets, the City Commission must declare this vehicle as surplus. However, in order to maintain the efficiency of the Police Department, it is necessary to replace the vehicle. The current cost of a three year lease is $6, 750. 00 per year. We are proposing that the money received from the insurance company, a sum of $4, 240. 00, be utilized for payment this fiscal year as a percentage of the first annual payment on a three year lease of a new vehicle. The remaining sum of $2, 510.00 for the 4iiiiiiT i rct s„.1 (4* Douce: Olt. ' / _ �_ `/ '` % hill.-- STAFF REPORT POLICE VEHICLE PAGE 2 first year lease payment will be drawn from fiscal year 95/96 police department budget, account 001-21-521-2300 Health Insurance. The remaining lease payment plan would be as follows: Fiscal Year 96/97 $6, 750. 00; Fiscal Year 97/98 final payment of $6, 750. 00. Don Reid Ford has been contacted and they advised that they would honor the state contract and should be able to produce a vehicle at the end of February (memo dated February 5, 1996, from Mark Brace) . The amortization schedule was also attached to Brace' s memo. The lease/purchase documents will be the standard Ford Motor Credit forms previously approved by the City Attorney. RECOMMENDATION It is respectfully recommended that the Honorable Mayor and Board of City Commissioners approve this request (1) to declare the 1991 Ford surplus, (2) to utilize the insurance money as a partial annual payment on a three year contract for a new police vehicle, (3) to purchase a 1996 Ford Crown Victoria from Don Reid Ford at the current state contract price of $18, 670. 00, and (4) to authorize the Mayor and City Clerk to execute the standard Ford Motor Credit Company lease/purchase documents with the City Attorney' s approval . REM/rmh • (.(1)) P W FORD MOTOR CREDIT COMPANY FLORIDA EQUIPMENT LEASE-PURCHASE AGREEM Lease No. 36895 Lessee: City of Ocoee Lessor: Ford Motor Credit Company 150 North Lakeshore Drive P. 0. Box 1739 Ocoee, FL 34761 Dearborn, MI 48121-1739 Lessor agrees to lease to Lessee and Lessee agrees to lease Lessee, that Lessor is neither a manufacturer nor a vendor of from Lessor the Equipment described in any Schedule A now or such equipment, that LESSOR LEASES AND LESSEE TAKES THE EQUIPMENT hereafter attached hereto ("Equipment") in accordance with the AND EACH PART THEREOF "AS-IS" AND THAT LESSOR HAS NOT MADE, AND following terms and conditions of this Lease-Purchase Agreement DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY, OR COVENANT, ("Lease"). EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDI- TION, QUALITY, DURABILITY, DESIGN, OPERATION, FITNESS FOR USE, OR 1. TERM. This Lease will become effective upon the execu- SUITABILITY OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OR IN tion hereof by Lessor. The term of this Lease will commence on CONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE, OR AS TO the date the Equipment is accepted pursuant to Section 3 here- THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVER- under and, unless earlier terminated as expressly provided for ABLE, OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, in this Lease, .will continue until the expiration date (the TRADEMARK OR COPYRIGHT, OR AS TO ANY OBLIGATION BASED ON STRICT "Expiration Date") set forth in Schedule A attached hereto (the LIABILITY IN TORT OR ANY OTHER REPRESENTATION, WARRANTY, OR COVEN- "Lease Term") ANT OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE 2. RENT. Lessee agrees to pay to Lessor or its assignee the BORNE BY LESSEE AND LESSOR SHALL NOT BE OBLIGATED OR LIABLE FOR Lease Payments, including the interest portion, equal to the ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF OR TO amounts specified in Schedule A. The Lease Payments will be LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNEC- payable without notice or demand at the office of Lessor (or TION WITH THE USE OR PERFORMANCE OF THE EQUIPMENT AND THE MAIN- such other place as Lessor or its assignee may from time to TENANCE THEREOF. Lessor hereby assigns to Lessee during the Lease time designate in writing), and will commence on the first Lease Term, so long as no Event of Default has occurred hereunder and is Payment Date as set forth in Schedule A and thereafter on the continuing, all manufacturer's warranties, if any, expressed or subsequent dates set forth in Schedule A. Any payments received implied with respect to the Equipment, and Lessor authorizes later than ten (10) days from the due date will bear interest at Lessee to obtain the customary services furnished in connection the highest lawful rate from the due date. Except as specifi- with such warranties at Lessee's expense. Lessee's sole remedy catty provided in Section 6 hereof, the obligation of Lessee to for the breach of any such manufacturer's warranty shall be make the Lease Payments hereunder and perform all of its other against the manufacturer of the Equipment, and not against Lessor. obligations hereunder will be absolute and unconditional in all Lessee expressly acknowledges that Lessor makes, and has made, no events and will not be subject to any setoff, defense, counter- representations or warranties whatsoever as to the existence or claim, or recoupment for any reason whatsoever including, with- the availability of such warranties of the manufacturer of the out limitation, any failure of the Equipment to be delivered or Equipment. installed, any defects, malfunctions, breakdowns or infirmities in the Equipment or any accident, condemnation or unforeseen 5. RETURN OF EQUIPMENT. Unless Lessee shall have exercised circumstances. Lessee reasonably believes that funds can be its purchase option as provided in Section 20 hereof, upon the obtained sufficient to make all Lease Payments during the Lease expiration or earlier termination of this Lease pursuant to the Term and hereby covenants that it will do all things lawfully terms hereof, Lessee shall, at its sole expense but at Lessor's within its power to obtain, maintain and properly request and option, return the Equipment to Lessor packed for shipment in pursue funds from which the Lease Payments may be made, includ- accordance with manufacturer's specifications and freight prepaid ing making provisions for such payments to the extent necessary and insured to any location in the continental United States in each budget submitted for the purpose of obtaining funding, designated by Lessor. using its bona fide best efforts to have such portion of the budget approved and exhausting all available administrative 6. NON-APPROPRIATION OF FUNDS; NON-SUBSTITUTION. Notwithstand- reviews and appeals in the event such portion of the budget is ing anything contained in this Lease to the contrary, in the event not approved. It is Lessee's intent to make Lease Payments for no funds or insufficient funds are appropriated and budgeted or the full Lease Term if funds are legally available therefor and are otherwise unavailable by any means whatsoever in any fiscal in that regard Lessee represents that the use of the Equipment period for Lease Payments due under this Lease, Lessee will im- is essential to its proper, efficient and economic operation. mediately notify Lessor or its assignee in writing of such occur- Lessor and Lessee understand and intend that the obligation of rence and this Lease shall terminate on the last day of the fiscal Lessee to pay Lease Payments hereunder shall constitute a cur- period for which appropriations have been received or made without rent expense of Lessee and shall not in any way be construed to penalty or expense to Lessee, except as to (i) the portions of be a debt of Lessee in contravention of any applicable constitu- Lease Payments herein agreed upon for which funds shall have been tional or statutory limitation or requirement concerning the appropriated and budgeted or are otherwise available and (ii) creation of indebtedness by Lessee, nor shall anything contained Lessee's other obligations and liabilities under this Lease relat- herein constitute a pledge of the general tax revenues, funds or ing to, or accruing or arising prior to, such termination. In the monies of Lessee. event of such termination, Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its assignee on the date 3. DELIVERY AND ACCEPTANCE. Lessee, or if Lessee so of such termination in the manner set forth in Section 5 hereof requests, Lessor, will cause the Equipment to be delivered to and Lessor will have all legal and equitable rights and remedies Lessee at the location specified in Schedule A ("Equipment Loca- to take possession of the Equipment. Notwithstanding the forego- tion"). Lessee will pay all transportation and other costs, if ing, Lessee agrees (i) that it will not cancel this Lease and this any, incurred in connection with the delivery and installation lease shall not terminate under the provisions of this Section if of the Equipment. Lessee will accept the Equipment as soon as any funds are appropriated to it, or by it, for the acquisition, it has been delivered and is operational. Lessee will evidence retention or operation of the Equipment or other equipment or its acceptance of the Equipment by executing and delivering to services performing functions similar to the functions of the Lessor a Delivery and Acceptance Certificate (in the form provi- Equipment for the fiscal period in which such termination would ded by Lessor) within three days of delivery of the Equipment. have otherwise occurred or for the next succeeding fiscal period, and (ii) that it will not during the Lease Term give priority in 4. DISCLAIMER OF WARRANTIES. Lessee acknowledges and agrees the application of funds to any other functionally similar equip- that the Equipment is of a size, design and capacity selected by ment or to services performing functions similar to the functions July 1992-Florida Previous editions may NOT be used _ D of the Equipment. This section will not be construed so as to repair and furnish all parts, anis a es uired permit Lessee to terminate this Lease in order to purchase, therefor. lease, rent or otherwise acquire the use of any other equipment or services performing functions similar to the functions of the 10. ALTERATIONS. Lessee will not make any alterations, addi- Equipment, and, if this Lease terminates pursuant to this Sec- tions or improvements to the Equipment without Lessor's prior tion, Lessee agrees that during the fiscal period immediately written consent unless such alterations, additions or improvements following the fiscal period in which such termination occurs it may be readily removed without damage to the Equipment. will not so purchase, lease, rent or otherwise acquire the use of any such other equipment or services. 11. LOCATION; INSPECTION. The Equipment will not be removed from or, if the Equipment consists of rolling stock, its permanent 7. REPRESENTATIONS, COVENANTS AND WARRANTIES. Lessee repre- base will not be changed from the Equipment Location without sents, covenants and warrants as of the date hereof and at all Lessor's prior written consent which will not be unreasonably times during the Lease Term that: (i) Lessee is a state or a withheld. Lessor will be entitled to enter upon the Equipment fully constituted political subdivision thereof, or its obliga- Location or elsewhere during reasonable business hours "to inspect tions hereunder constitute obligations issued on behalf of a the Equipment or observe its use and operation. state or a political subdivision thereof, such that any inter- est derived under this Lease will qualify for exemption from 12. LIENS AND TAXES. Lessee shall keep the Equipment free and Federal income taxes under section 103 of the Internal Revenue clear of all levies, liens and encumbrances except those created Code of 1986, as amended (the "Code"), and that it will do or under this Lease. Lessee shall pay, when due, all charges and cause to be done all things necessary to preserve and keep in taxes (local, state and federal) which may now or hereafter be full force and effect (a) its existence and (b) this Lease; imposed upon the ownership, leasing, rental, sate, purchase, (ii) the execution, delivery and performance by the Lessee of possession or use of the Equipment, excluding however, all taxes this Lease and all documents executed in connection herewith, on or measured by Lessor's income. If Lessee fails to pay said including, without limitation, Schedule A hereto and the Deliv- charges, or taxes when due, Lessor may, but need not, pay said ery and Acceptance Certificate referred to in Section 3 hereof charges or taxes and, in such event, Lessee shall reimburse Lessor (the Lease together with all such documents shall be collective- therefor on demand, with interest at the maximum rate permitted by ly referred to herein as the "Lease Documents") have been duly law from the date of such payment by Lessor to the date of reim- authorized by all necessary action on the part of the Lessee; bursement by Lessee. (iii) the Lease Documents each constitute a legal, valid and binding obligation of the Lessee enforceable in accordance with 13. RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee assumes all risk their respective terms; (iv) no governmental orders, permis- of loss of or damage to the Equipment from any cause whatsoever, sions, consents, approvals or authorizations are required to be and no such loss of or damage to the Equipment nor defect therein obtained and no registrations or declarations are required to nor unfitness or obsolescence thereof shall relieve Lessee of the be filed in connection with the execution and delivery of the obligation to make Lease Payments or to perform any other obliga- Lease Documents; (v) Lessee has sufficient appropriations or tion under this Lease. In the event of damage to any item of other funds available to pay all Lease Payments and other Equipment, Lessee will immediately place the same in good repair amounts due hereunder for the current fiscal period; (vi) the with the proceeds of any insurance recovery applied to the cost of use of the Equipment by Lessee is essential to and will be such repair. If Lessor determines that any item of Equipment is limited to the performance by Lessee of one or more governmental lost, stolen, destroyed or damaged beyond repair, Lessee, at the functions of Lessee consistent with the permissible scope of option of Lessor, will either (a) replace the same with like Lessee's authority; (vii) no portion of the Equipment will be equipment in good repair, or (b) on the next Lease Payment Date, used directly or indirectly in any trade or business carried on pay Lessor: (i) all amounts then owed by Lessee to Lessor under by any person other than Lessee; and (viii) no portion of the this Lease, including the Lease Payment due on such date, and (ii) Equipment will be used by an organization described in section an amount equal to the applicable Concluding Payment set forth in 501 (c) (3) of the Code and (ix) this Lease does not constitute Schedule A opposite such Lease Payment Date. In the event that an arbitrage obligation within the meaning of section 148 of the Lessee is obligated to make such payment pursuant to subparagraph Code and is not federally guaranteed within the meaning of (b) above with respect to less than all of the Equipment, Lessor section 149(b) of the Code. Lessee shall deliver to Lessor an will provide Lessee with the pro rata amount of the Lease Payment opinion of Lessee's counsel in form and substance as set forth and the Concluding Payment to be made by Lessee with respect to in the form of opinion of counsel attached hereto or otherwise the Equipment which has suffered the event of loss. acceptable to Lessor, dated the date of acceptance of the Equip- ment pursuant to Section 3 hereof. In the event that a question 14. PERSONAL PROPERTY. The Equipment is and will remain per- arises as to Lessee's qualification as a political subdivision, sonal property and will not be deemed to be affixed or attached to Lessee agrees to execute a power of attorney authorizing Lessor real estate or any building thereon. If requested by Lessor, to make application to the Internal Revenue Service for a letter Lessee will, at Lessee's expense, furnish a waiver of any interest ruling with respect to the issue. in the Equipment from any party having an interest in any such real estate or building. 8. TITLE TO EQUIPMENT. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in Lessee 15. INSURANCE. Lessee, will, at its expense, maintain at all subject to Lessor's rights under this Lease; provided, however, times during the Lease Term, fire and extended coverage, public that (i) in the event of termination of this Lease pursuant to liability and property damage insurance with respect to the Equip- Section 6 hereof, (ii) upon the occurrence of an Event of ment in such amounts, covering such risks, and with such insurers Default hereunder, and as long as such Event of Default is as shall be satisfactory to Lessor, or, with Lessor's prior writ- continuing, or (iii) in the event 'that the purchase option has ten consent, may self-insure against any or all such risks. In no not been exercised prior to the Expiration Date, title will event will the insurance limits be less than the amount of the immediately vest in Lessor or its assignee without any action by then applicable Concluding Payment with respect to such Equipment Lessee and Lessee shall immediately surrender possession of the or, in the case of public liability and property damage insurance, Equipment to Lessor or its assignee in the manner set forth in in the amounts of 5100,000/5300,000 bodily injury liability and Section 5 hereof. S50,000 property damage insurance sufficient to meet the require- ments of section 324.021(9)(b) of the Florida Statutes (or any 9. USE; REPAIRS. Lessee will use the Equipment in a careful successor statute). Each insurance policy will name Lessee as an manner for the use contemplated by the manufacturer of the insured and Lessor or its assigns as an additional insured, and Equipment. Lessee shall comply with all laws, ordinances, in- will contain a clause requiring the insurer to give Lessor or its surance policies and regulations relating to the possession, assigns at least thirty (30) days prior written notice of any use, operation or maintenance of the Equipment. Lessee, at its alteration in the terms of such policy or the cancellation there- expense, will keep the Equipment in good working order and of. The proceeds of any such policies will be payable to Lessee and Lessor or its assigns as their interests may appear. Upon July 1992-Florida Previous editions may NOT be used acceptance of the Equipment and upon each insurance renewal of creditors, applies or consents t(th a i of a rfceiv- date, Lessee will deliver to Lessor a certificate evidencing er, trustee, conservator or liquidat �.o L e of any f its such insurance. In the event that Lessee has been permitted to assets, or a petition for relief is filed by Lessee under any self-insure, Lessee will furnish Lessor with a letter or cer- bankruptcy, insolvency, reorganization or similar laws, or a tificate to such effect. In the event of any loss, damage, petition in, or a proceeding under, any bankruptcy, insolvency, injury or accident involving the Equipment, Lessee will promptly reorganization or similar laws is filed or instituted against provide Lessor with written notice thereof and make available to Lessee and is not dismissed or fully stayed within twenty (20) Lessor alt information and documentation relating thereto and days after the filing or institution thereof; (v) Lessee fails to shall permit Lessor to participate and cooperate with Lessee in make any payment when due or fails to perform or observe any making any claim for insurance in respect thereof, covenant, condition, or agreement to be performed by it under any other agreement or obligation with Lessor or an affiliate of 16. LESSEE'S NEGLIGENCE. Lessee assumes all risks and liabi- Lessor and any applicable grace period or notice with respect titles, whether or not covered by insurance, for loss or damage thereto shall have elapsed or been given; or (vi) an attachment, to any Equipment and for injury or death of any person or damage levy or execution is threatened or levied upon or against the to any property, whether such injury or death be with respect to Equipment. agents or employees of Lessee or to third parties, and whether such property damage to be Lessee's property or the property of 19. RE)EDIES. Upon the occurrence of an Event of Default, and others, which is proximately caused by the negligent conduct of as long as such Event of Default is continuing, Lessor may, at Lessee, its officers, employees or agents. Lessee hereby as- its option, exercise any one or more of the following remedies: sunes responsibility for and agrees to reimburse Lessor for all (i) by written notice to Lessee, declare an amount equal to all liabilities, obligations, losses, damages, penalties, claims, amounts then due under the Lease, and all remaining Lease Payments actions, costs and expenses (including reasonable attorney's due during the fiscal year of Lessee in which the default occurs fees) of whatsoever kind and nature, imposed on, incurred by or to be immediately due and payable, whereupon the same shall become asserted against Lessor that in any way relate to or arise out immediately due and payable; (ii) by written notice to Lessee, of a claim, suit or proceeding based in whole or in part upon quest Lessee to (and Lessee agrees that it will), at Lessee's the negligent conduct of Lessee, its officers, employees or expense, promptly return the Equipment to Lessor in the manner set agents, to the maximum extent permitted by law, forth in Section 5 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immedi- 17. ASSIGNMENT. Without Lessor's prior written consent, ate possession of and remove the same; (iii) sell or lease the Lessee will not either (i) assign, transfer, pledge, hypothe- Equipment or sublease it for the account of Lessee, holding Lessee cate, grant any security interest in or otherwise dispose of liable for all Lease Payments and other payments due to the effec- this Lease or the Equipment or any interest in this Lease or tive date of such selling, leasing or subleasing and for the dif- the Equipment or (ii) sublet or lend the Equipment or permit it ference between the purchase price, rental and other amounts paid to be used by anyone other than Lessee or Lessee's employees. by the purchaser, lessee or sublessee pursuant to such sale, lease Lessor may assign its rights, title and interest in and to this or sublease and the amounts otherwise payable by Lessee hereunder; Lease, the Equipment and any documents executed with respect to and (iv) exercise any other right, remedy or privilege which may this Lease and/or grant or assign a security interest in this be available to it under applicable laws of the state where the Lease and the Equipment, in whole or in part, and Lessee's Equipment is then located or any other applicable law or proceed rights will be subordinated thereto. Any such assignees shall by appropriate court action to enforce the terms of this Lease or have all of the rights of Lessor under this Lease. Subject to to recover damages for the breach of this Lease or to rescind this the foregoing, this Lease inures to the benefit of and is bind- Lease as to any or all of the Equipment. In addition, Lessee will ing upon the successors and assigns of the parties hereto. remain liable for all covenants and indemnities under this Lease Lessee covenants and agrees not to assert against the assignee and for all legal fees and other costs and expenses, including any claims or defenses by way of abatement setoff, counterclaim, court costs, incurred by Lessor with respect to the enforcement of recoupment or the like which Lessee may have against Lessor. any of the remedies listed above or any other remedy available to Upon assignment of Lessor's interests herein, Lessor will cause Lessor. written notice of such assignment to be sent to Lessee which will be sufficient if it discloses the name of the assignee and 20. PURCHASE OPTION. Upon thirty (30) days prior written notice address to which further payments hereunder should be made. No from Lessee to Lessor, and provided that there is no Event of further action will be required by Lessor or by Lessee to evi- Default, or an event which with notice or lapse of time, or both, dence the assignment, but Lessee will acknowledge such assign- could become an Event of Default, then existing, Lessee will have ments in writing if so requested. Lessee shall retain all the right to purchase the Equipment on any Lease Payment date set notices of assignment and maintain a book-entry record (as forth in Schedule A hereto by paying to Lessor, on such date, the referred to in Section 21) which identifies each owner of Les- Lease Payment then due together with the Concluding Payment amount sor's interest in the Lease. Upon Lessee's receipt of written set forth in Schedule A opposite.such date. Upon satisfaction by notice of Lessor's assignment of all or'any part of its interest Lessee of such purchase conditions, Lessor will transfer any and in the Lease, Lessee agrees to attorn to and recognize any such all of its right, title and interest in the Equipment to Lessee as assignee as the owner of Lessor's interest in this Lease, and is, without warranty, express or implied, except Lessor will Lessee shall thereafter make such payments, including without warrant that the Equipment is free and clear of any liens created limitation such Lease Payments, as are indicated in the notice by Lessor. of assignment, to such assignee. 21. TAX ASSUMPTION; COVENANTS. The parties assume that Lessor 18. EVENT OF DEFAULT. The term "Event of Default," as used can exclude from Federal gross income the interest portion of each herein, means the occurrence of any one or mare of the follow- Lease Payment set forth in Schedule A under the column captioned ing events: (i) Lessee fails to make any Lease Payment (or any "Interest Portion." other payment) as it becomes due in accordance with the terms Lessee covenants that it will (i) register this Lease and of this Lease, and any such failure continues for ten (10) days transfers thereof in accordance with section 149(a) of the Code after the due date thereof; (ii) Lessee fails to perform or and the regulations thereunder, (ii) timely file a statement with observe any other covenant, condition, or agreement to be per- respect to this Lease in the required form in accordance with formed or observed by it hereunder and such failure is not cured section 149(e) of the Code, (iii) not permit the property financed within twenty (20) days after written notice thereof by Lessor; by this Lease to be directly or indirectly used for a private (iii) the discovery by Lessor that any statement, representa- business use within the meaning of section 141 of the Code, (iv) tion, or warranty made by Lessee in this Lease or in any writing not take any action which results, directly or indirectly, in the ever delivered by Lessee pursuant hereto or in connection here- interest portion of any Lease Payment not being excludable from with was false, misleading, or erroneous in any material Federal gross income pursuant to section 103 of the Code and will respect; (iv) Lessee becomes insolvent, or is unable to pay its take any reasonable action necessary to prevent such result, and debts as they become due, or makes an assignment for the benefit (v) not take any action which results in this Lease becoming, and July 1992-Florida Previous editions may NOT be used 'will take any reasonable action to prevent this Lease from 24. GOVERNING LAY. This Lease sha be c• str • in B c e becoming (a) an arbitrage obligation within the meaning of with, and governed by, the taws of e s .te • qu t section 148 of the Code or (b) federally guaranteed within the Location. meaning of section 149 of the Code. Notwithstanding the earlier termination or expiration of this Lease, the obligations provi- 25. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or ded for in this Section 21 shall survive such earlier termina- provide, as requested by Lessor, such other documents and infor- tion or expiration. nation as arp reasonably necessary with respect to the transac- tion contemplated by this Lease. 22. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt 26. ENTIRE AGREEMENT; WAIVER. The Lease Documents constitute requested, to the other party at its address set forth herein the entire agreement between the parties with respect to the lease or at such address as the party may provide in writing from of the Equipment, and this Lease shall not be modified, amended, time to time. Any such notice shall be deemed to have been altered, or changed except with the written consent of Lessee and received five days subsequent to mailing. Lessor. Any provision of this Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without 23. SECTION HEADINGS. All section headings contained herein invalidating the remainder of this Lease. The waiver by Lessor of are for the convenience of reference only and are not intended any breach by Lessee of any term, covenant or condition hereof to define or limit the scope of any provision of this Lease. shall not operate as a waiver of any subsequent breach thereof. IN WITNESS WHEREOF, the parties have executed this Agreement as of the 10th day of March, 1993 LESSEE: City of Ocoee LESSOR: Ford Motor Credit Company By: ./ Lw By: 146L S. Scott Vandergrift K. A. Carlson Title: Mayor/Commissioner Title: Business Project Manager OPINION OF COUNSEL With respect to that certain Equipment Lease-Purchase Agreement ("Lease") dated March 10, 1993 by and between Lessor and Lessee, I am of the opinion that: (i) Lessee is a tax exempt entity under Section 103 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/14 Lessee enforceable in accordance with its terms and all statements contained in the Leasetand all related instruments are trueiv) 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 materi k. adverse effect on the transaction contemplated in the Lease or the ability of Lessee to perform its obligations under the Lease a ssee 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 no registrations or declarations are required to be filed in connection with the execution��'' and delivery of the Lease. (Subject to the Attached) 6) r ?..e cit c -r — hiscrf c: fiej 5- I ►1 G' '1 bov, V' P �it) las- C.i3LAnSLl ' ttorney for Lessee Paul Rosenthal FOR USE AND RELIANCE ONLY BY THE CITY OF oCOEE. APPROVED AS TO FORM AND Mb. day off, , 1 pil"�8 City Attorney July 1992-Florida Previous editions may NOT be used coPY Revisions to Form of Opinion of Counsel (1) ADD AT THE END OF PARAGRAPH liii) : " . to the best of our knowledge and belief; provided, however, that we render no opinion as to effect, validity, and enforceability of the following provisions of the Lease: (a) the provisions of Paragraph 8 of the Lease which purport to vest title to the Equipment in Lessee, (b) the provisions of Paragraph 17 of the Lease which purport to grant a right to create a security interest in the Equipment, and (c) the provisions of Paragraph 19 of the Lease which purport to grant (1) a right to take immediate possession of and remove the Equipment, and (2) a right to recover damages without first attempting to sell or lease the Equipment to a third party in a commercially reasonable manner. " (2) ADD UNDERLINED PORTION TO THE MIDDLE OF PARAGRAPH (iv) : . _ . to perform its obligations under the Lease and to the best of our knowledge and belief Lessee is not in default under any material obligation. . . " rhkoVe pkts+- v ci4 WPC- 044 Itis 4e -f res o rY O n (duasci Fitc, te,niev.r- • g7 . ilog-e-P116441 r AMENDMENT [Ci) The The certain Equipment Lease-Purchase Agreement by and between Ford Motor Credit Company ("Lessor") and City of Ocoee ("Lessee") , dated as of March 10, 1993 (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-assignees, 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 10th day of March, 1993. LESSEE: City of Ocoee LESSOR: Ford Motor Credit Company By: V(— ) ()(ViLyBy: �`` CLQ C-a — S. Scott Vandergr��ft K. A. Carlson Title: Mayor/Commissioner Title: Business Project Manager FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE. APPROVED AS TO FORM AND this day a 19 3 • OFFICER CERTIFICATE (,(7,\\H j_37 The undersigned duly elected or appointed and acting Secretary/Clerk of City of Ocoee, (the "Lessee") , a body corporate and politic, duly organized and existing under the laws of the State of Florida, does hereby certify: 1. That he/she has custody of the records of the Lessee and that, as of the date hereof, the individuals named in paragraph 2 below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. 2. That (i) the signatures set forth opposite such officers respective names and titles are their true and authentic signatures and (ii) such officers have the authority on behalf of the Lessee to enter into that certain Equipment Lease-Purchase Agreement dated March 10, 1993 (the "Lease") , between such entity and Ford Motor Credit Company (the "Lessor") : NAME TITLE SIGNATURE T 1 S. Scott Vandergrift Mayor/Commissioner �� �`', 1 ✓ 3. That 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. IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto this 10th day of March, 1993. I ' if LL.,il By/ Title: Secretary/Clerk SEAL FOR USE AND RELIANCE ONLY BY THE CRY OF OCOEE, APP-• .'AS TO FORM AND LE• INs AV day of c•+' ' FOLF b ' ER C:iy A;'orney MEMORANDUM TO: Rose Hatcher, Executive Administrative Secretary, Police FROM: Mark W. Brace, CPPB, Buyer DATE: 05 February, 1996 RE: PURCHASE OF PURSUIT VEHICLE You asked me to obtain information on the cost of purchasing a possible replacement pursuit vehicle for your Department, the results of my inquiries are as follows: Per Don Reid Ford, Crown Victorias (your current model) from previous years are not available at all; a new vehicle ( '96 model) on State Contract costs $18, 670. 00 if there were any of those available - the cut-off for ordering such vehicle was November 30, 1995. Eric Jore from Don Reid Ford did state that he may have a few extra available sometime at the end of this month and would honor the State Contract pricing. He will have some more about mid-May; however, the cost of these vehicles will be $18, 800. 00. Since we lease our vehicles through Ford Motor Credit, I asked for leasing information utilizing our existing Lease Agreement - the amortization schedule for such lease is reflected in the attached. There are other alternatives to obtaining a pursuit vehicle, such as searching for used alternate model vehicles; should you require such information, please do not hesitate to ask for assistance at your convenience. cc: Montye Beamer, Director of Administrative Services attachments FEB 26 ' 96 14 : 54 FR MUNICIPAL LEASING 313 390 3793 TO 914076567335 P . 02/03 Schedule A Page 2 Payment Schedule Lease Number: 0 PROPOSAL ONLY Lease Lease Payment Payment Lease Interest Principal Concluding Number Date Payment Portion Portion Payment 1 4 / 15 / 1996 3,375.00 0.00 3,375.00 15,425.00 2 7 / 15 / 1996 3,375.00 258.37 3,116.63 12,308.37 3 10 / 15 / 1996 1,685.50 206.17 1,479.33 10,829.04 4 1 / 15 / 1997 1,685.50 181.39 1,504.11 9,324.93 5 4 / 15 / 1997 1,685.50 156.19 1,529.31 7,795.62 6 7 / 15 / 1997 1,685.50 130.58 1,554.92 6,240.70 7 10 / 15 / 1997 1,685.50 104.53 1,580.97 4,659.73 8 1 / 15 / 1998 1,685.50 78.05 1,607.45 3,052.28 9 4 / 15 / 1998 1,685.50 51.13 1,634.37 1,417.91 10 7 / 15 / 1998 1,441.66 23.75 1,417.91 1.00 TOTAL 19,990.16 1,190.16 18,800.00 CITY OF OCOEE, FL - RATE 6.70$; RATE APPLICABLE FOR DELIVERY BY 5/31/96; PLUS $300 DOCUMENTATION FEE DUE ON DELIVERY OR MAY BE FINANCED FEB 28 ' S6 14 :55 FR MUNICIPAL LEASING 313 390 3783 TO 514076567535 P . 03/03 Schedule A Page 2 Payment Schedule Lease Number: 0 PROPOSAL ONLY Lease Lease Payment Payment Lease Interest Principal Concluding Number Date Payment Portion Portion Payment 1 4 / 15 / 1996 3,375.00 0.00 3,375.00 15,295.00 2 7 / 15 / 1996 3,375.00 256.19 3,118.81 12,176.19 3 10 / 15 / 1996 1,685.50 203.95 1,481.55 10,694.64 4 1 / 15 / 1997 1,685.50 179.14 1,506.36 9,188.28 5 4 / 15 / 1997 1,685.50 153.90 1,531.60 7,656.68 6 7 / 15 / 1997 1,685.50 128.25 1,557.25 6,099.43 7 10 / 15 / 1997 1,685.50 102.17 1,583.33 4,516.10 8 1 / 15 / 1998 1,685.50 75.64 1,609.86 2,906.24 9 4 / 15 / 1998 1,685.50 48.68 1,636.82 1,269.42 10 7 / 15 / 1998 1,290.68 21.26 1,269.42 1.00 TOTAL 19,839.18 1,169.18 18,670.00 CITY OF OCOEE, FL - RATE 6.70$1; RATE APPLICABLE FOR DELIVERY BY 5/31/96; PLUS $300 DOCUMENTATION FEE DUE ON DELIVERY OR MAY BE FINANCED ** TOTAL PAGE .003 **