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Home My WebLink AboutSchedule of Property No. 5, 6 & 7MURRAY H. DUBBIN City Attorney December 23, 2003 OFFICE OF THE CITY ATTORNEY F L O R I D A Telephone: Telecopy: (305) 673-7470 (305) 673-7002 Bane of America Leasing & Capital, LLC 555 California Street, 4t_h Floor San Francisco, California 94104 Re; Schedule of Property Nos. 5, 6 and 7, each dated December 23, 2003, to Master Equipment Lease/Pumhase Agreement, dated October 30, 2001, between Bane of America Leasing & Capital, LLC, as Lessor, and the City of Miami Beach, Florida, as Lessee Ladies and Gentlemen: I am the City Attorney for the City of Miami Beach, Florida (the "Lessee"), and in such capacity, have represented the Lessee the above referenced matter. In such capacity, I have examined (a) an executed counterpart of a certain Master Equipment Lease/Purchase Agreement, dated October 30, 2001, and Exhibits thereto, by and between Bane of America Leasing & Capital, LLC (the "Lessor") and the Lessee (the "Agreement"), and an executed counterpart of Schedule of Property Nos. 5, 6 and 7, dated December 23, 2003, by and between Lessor and Lessee (the "Schedules"), which, among other things, provides for the lease of certain property listed in the Schedule (the "Equipment"), (b) an executed counterpart of the Resolution of Lessee which, among other things, authorize Lessee to execute the Agreement and the Schedules and (c) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. The Schedules and the terms and provisions of the Agreement incoiPorated therein by reference together with each of the Rental Payment Schedules attached to the Schedules are herein referred to collectively as the "Lease." Based on the foregoing, I am of the following opinions: 1. Lessee is a municipal corporation duly organized and validly existing under the laws of the State of Florida. 2. Lessee has the requisite power and authority to lease and acquire the Equipment and to execute and deliver the Lease and to perform its obligations under the Lease. o16.31a455.~ 1700 Convention Center Drive -- Fourth Floor -- Miami Beach, Florida 33139 Page 2 3. The Lease has been duly authorized, approved, executed and delivered by and on behalf of Lessee and the Lease is a valid and binding obligation of Lessee enforceable in accordance with its terms. 4. The authorization, approval, execution and delivery of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state or federal laws. 5. To the best of my knowledge, there is no proceeding pending or threatened against the City of Miami Beach, Florida, in any court or before any governmental authority or arbitration board or tribunal that, if adversely detemdned, would adversely affect the transactions contemplated by the Lease or the interest of Lessor or its assigns, as the case may be, in the Equipment thereunder. All capitalized terms herein shall have the same meanings as in the Lease unless otherwise provided herein. Lessor and its successors and assigns, and any counsel rendering an opinion on the tax-exempt status of the interest components of the Rental Payments, are entitled to rely on this opinion. I am an attorney admitted to practice in the State of Florida and my opinion is limited to matters of Florida law and Federal law. The foregoing is based solely on facts and laws existing on the date hereof and no opinion is expressed as of any other date. The only opinions contained herein shall be those expressly stated as such, and no opinion shall be implied or inferred as a result of anything contained herein or omitted herefrom. This opinion has been rendered for the benefit solely of the addressee hereof and may not be used, circulated, quoted or otherwise referred to or relied upon by any other person for any purpose, except that reference to it may be made in the list of closing documents prepared in connection with the captioned Master Lease Purchase Agreement, and any counsel rendering an opinion on the tax-exempt status of the interest components of the Rental Payments shall be entitled to rely on this opinion. - Very truly yours, 016.318455.1 OFFICE OF THE CITY ATTORNEY - 1700 CONVENTION CENTER DRIVE - MIAMI BEACH, FLORIDA 33139 SCHEDULE OF PROPERTY NO. 5 Re: Master Equipment Lease/Purchase Agreement, dated December 23, 2003, between Bane of America Leasing & Capital, LLC, as Lessor, and City of Miami Beach, Florida, as Lessee 1. Defined Terms. All terms used herein have the meanings ascribed to them in the above-referenced Master Equipment Lease/Purchase Agreement (the "Master Equipment Lease"). 2. Equipment. The following items of Equipment are hereby included under this Schedule of the Master Equipment Lease: See attached Exhibit A-2. 3. Payment Schedule. Initial Rate and Taxable Rate. The Initial Rate applicable to this Schedule shall be 1.8288% per annum. The initial "Taxable Rate" associated with the Initial Rate shall be 2.8654% per annum. Rental Payments. The Commencement Date shall be the date on which the Equipment listed in this Schedule is accepted by Lessee, as indicated in an Acceptance Certificate substantially in the form of Exhibit B to the Master Equipment Lease or the date on which sufficient moneys to purchase the Equipment are deposited for that purpose with an Acquisition Fund Custodian, whichever is earlier. Rental Payments shall consist of an interest portion and a principal portion. The interest portion of the Rental Payments for the initial Interest Period shall be based on the Initial Rate applied to the Acquisition Amount below. Thereafter, the interest portion for subsequent Interest Periods shall be based on the Reset Rate applied to the outstanding principal portion of the Rental Payments. The principal portion of the Rental Payments shall be paid in such amounts and on such dates as set forth in the Rental Payment Schedule attached to this Schedule as Exhibit A- 1. Rental Payments shall be due on January 1, 2004, and on the first day of each subsequent April, July, October and January, through and including January 1, 2009, unless the Lessee sooner purchases the Equipment pursuant to the terms hereof and of the Master Equipment Lease. Purchase Price Schedule. The Purchase Price for the Equipment listed in this Schedule shall be the amount set forth in the "Purchase Price" column of the Rental Payment Schedule attached to this Schedule and in footnote (2) on such Rental Payment Schedule. The Purchase Price is in addition to all Rental Payments then due under this Schedule (including the principal portion of the Rental Payment shown on the same line in the Rental Payment Schedule and the interest portion of the Rental Payments accrued through the date of purchase). Lessee may prepay the Lease at any time, without penalty or premium, with sixty (60) days' prior written notice to the Lessor, as provided in the Master Equipment Lease. 016.318301.1 4. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants as follows: (a) That its representations, warranties and covenants set forth in the Master Equipment Lease are true and correct as though made on the date of commencement of Rental Payments on this Schedule. (b) Lessee further represents and warrants that no material adverse change in Lessee's financial condition has occurred since the date of the Master Equipment Lease. 5. The Lease. The terms and provisions of the Master Equipment Lease (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. The maximum Lease Term, subject to annual appropriation, is 60 months. __ 6. Acquisition Amount. The Acquisition Amount for the Equipment described in this Schedule, to be paid to the Vendor (or the Lessee as reimbursement for payments it has made to the Vendor), is $2,246,880.19. Dated: December 23, 2003 Lessor: Banc of America Leasing & Capital, LLC 555 California Street, 4th Floor San Francisco, California 94104 By:. Gail Smedal, Vice President Lessee: City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach Florida 33139 By:. Patricia D. Walker, Chief Financial Officer Attest: Robert Parcher, City Clerk 016.316301.1 APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION City Atton~ Date EXHIBIT A-1 RENTAL PAYMENT SCHEDULE Rental Payment Rental Payment Date Amount(~) Principal Portion Purchase Price(2) 1/1/04 $1,392.91 4/1/04 * 7/1/04 * 10/I/04 * 1/1/05 * 4/1/05 * 7/1/05 * 10/1/05 * 1/1/06 * 4/1/06 * 7/1/06 * 10/1/06 * 1/1/07 * 4/1/07 * 7/1/07 * 10/1/07 * 1/1/08 * 4/1/08 * 7/1/08 * 10/1/08 * 1/1/09 * $479.78 107 519.39 108 010.97 108 504.79 109 000.88 109 499.23 109 999.86 110 502.78 111,008.00 111,515.53 112,025.38 112,537.56 113,052.08 113,568.95 114,088.19 114,609.80 115,133.80 115,660.19 116,188.99 116,720.20 117,253.85 $2,246,400.41 2,138,881.02 2,030,870.05 1,922,365.26 1,813,364.38 1,703,865.15 1,593,865.29 1,483,362.51 1,372,354.51 1,260,838.99 1,148,813.61 1,036,276.05 923 223.98 809 655.02 695 566.83 580 957.03 465 823.23 350 163.04 233 974.05 117,253.85 1.00 (1) The Reset Rate, Taxable Rate and Rental Payment Amount applicable to Rental Payment Dates after the initial Rental Payment Date will be communicated to the Lessee by telephone (confirmed in writing) or facsimile within two business days following a Reset Date. The difference between the Rental Payment Amount and the Principal Portion is the "Interest Portion." : -- 0'16.3'18a01.1 Exhibit A-1 Page 1 (2) The Purchase Option Commencement Date shall be December 23, 2003. The Purchase Price payable (i) on any Rental Payment date is the amount equal to the aggregate principal portion of the remaining Rental Payments after payment of the Rental Payment payable on such Rental Payment Date, without prepayment premium or penalty and (ii) on any date other than a Rental Payment date is the amount equal to the aggregate principal portion of the remaining Rental Payments plus an amount equal to the interest portion of such Rental Payments accrued thereon to such date, without prepayment premium or penalty. Lessee: CITY OF MIAMI BEACH, FLORIDA By: Patricia D. Walker, Chief Financial Officer After payment of the applicable Purchase Price, Lessee will own the related Equipment, free and clear of any obligations under the related Lease. APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION Date 016.318301.1 Exhibit A-1 Page 2 Vendor Gather Chevrolet, Inc. Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Dural Motor Company Duval Motor Company Dural Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Dural Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Dural Motor Company Duval Motor Company Duval Motor Company Dural Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Dural Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Dural Motor Company Dural Motor Company EXHIBIT A-2 EQUIPMENT DESCRIPTION Amount 18,395.00 22,164.75 22,164.75 22, ! 64.75 22,164.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 14,475.75 21,411.75 22,164.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 Dese/Equipment 2002 Chevrolet 114 Explorer 4x4 114 Explorer 4x4 114 Explorer 4x4 114 Explorer 4x4 Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Taurus Sedan Crown Victoria Ford Explorer 4x4 Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Model# IWF19 u72s u72s u72s u72s p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p53 p71 u72s pT1 pT1 p71 p71 p71 p71 p71 p71 pT1 p71 Life Serial # 5 2G 1WF52E539232644 5 1FMZU72K 13 UB28002 5 lFMZU72K33UB28003 5 1FMZU72K53UB28004 5 1FMZU72K73UB28005 5 i FAFP53U93A 194520 5 1FAFP53UX3AI94509 5 IFAFP53U83AI94511 5 1FAFP53U93AI94517 5 IFAFP53U03A194518 5 1FAFP53U63A194524 5 IFAFP53U83AI94525 5 1FAFP53U13A194530 5 1FAFP53U33AI94531 5 1FAFP53U23A194536 5 1FAFP53UX3AI94512 5 1FAFP53U73AI94516 5 1FAFP53UX3A 194526 5 IFAFP53U13AI94527 5 IFAFP53U33A194528 5 I FAFP53U53AI94529 5 1FAFP53U73A 194533 5 IFAFP53U93AI94534 5 IFAFP53U23A194519 5 1FAFP53U63A194510 5 IFAFP53UI3A194513 5 IFAFP53U33A194514 5 1FAFP53U53A194515 5 1FAFP53U03AI9452 I 5 1FAFP53U23A 194522 5 1FAFP53U43A 194523 5 1FAFP53U53AI94532 5 1FAFP53U03A194535 5 2FAHP71W83X179216 5 1FMZU72K43UB36398 5 2FAFP71W93X181600 5 2FAFP71W03X181601 5 2FAFP71W23X181602 5 2FAFP71W43X181603 5 2FAFP71W83X181605 5 2FAFP71WX3X181606 5 2FAFP71W13X181610 5 2FAFP71W33X181611 5 2FAFP71W53X181612 5 2FAFP71W93X181614 Exhibit A-2 Page 1 Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Dural Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Law Enforcement Supply CO. Law Enforcement Supply CO. Law Enforcement Supply CO. Law Enforcement Supply CO. Law Enforcement Supply CO. Law Enforcement Supply CO. Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duva! Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Law Enforcement Supply CO. 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 1,116.50 5,288.32 32,946.60 6,016.80 2,460.50 5,579.50 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 20,009.75 1,322.08 Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria safety equipments safety equipments safety equipments safety equipments safety equipments safety equipments Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria Crown Victoria safety equipments p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 pTl p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 p71 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 2FAFP71 W03X! 81615 2FAFP71W23X181616 2FAFP71 W43X 181617 2FAFP71W63X 181618 2FAFP71WI3X181624 2FAFP71W33X 181625 2FAFP71W73X181627 2FAFPTIW73X181630 2FAFP71 W93X 181631 2FAFP71W03X181632 2FAFP71W23X 181633 2FAFP71W43X i 81634 2FAFPTI W63X181635 2FAFP71W63X 181585 2FAFP71 W83X181586 2FAFP71WX3X181587 2FAFP71WI3X181588 2FAFP71 W93X181589 2FAFP71WX3X 181590 2FAFPTI WI3XI81591 2FAFP71W53X181593 2FAFP71W73X 181594 2FAFP71W93X 181595 2FAFP71W03X181596 2FAFP71W23X181597 2FAFP71W63X 181599 51/2752/2753/2754/2756/2757 2752/2754/2756/2757/2758/275 2FAFP71W83X181636 2FAFP71W63X 181604 2FAFP71 W 13X 181607 2FAFP71W33X181608 2FAFP71 W53X181609 _2FAFP71W73X181613 2FAFP71 W83X181619 2FAFP71 W43X 181620 2FAFP71 W63X 18162 l 2FAFP71W83X 181622 2FAFP71 WX3X 181623 2FAFP71W53X 181626 2FAFP71 W93X 181628 2FAFP71WO3X 181629 2FAFP71W43X181584 2FAFP71 W33XI 81592 2FAFP71 W43 X 181598 Exhibit A-2 Page 2 Duval Motor Company Duval Motor Company Duval Motor Company John Deem Company John Deere Company John Deere Company John Deere Company John Deere Company TNT Custome Marine Inc TNT Custome Marine Inc TNT Custome Marine Inc TNT Custome Marine Inc Maroone Chevrelot Maroone Chevrelot Garber Chevrolet, Inc. Law Enforcement Supply CO. Law Enforcement Supply CO. Law Enforcement Supply CO. Palmetto Motorsports Kawasaki Law Enforcement Supply CO. Law Enforcement Supply CO. Law Enforcement Supply CO. Law Enforcement Supply CO. Garber 'Chevrolet, Inc. __Garber Chevrolet, Inc. - Garber Chevrolet, Inc. Garber Chevrolet, Inc. Garber Chevrolet, Inc. Garber Chevrolet, Inc. Garber Chevrolet, Inc. Garber Chevrolet, Inc. Duval Motor Company Garber Chevrolet, Inc. Garber Chevrolet, Inc. Garber Chevrolet, Inc. Total 5 Year Term 20,009.00 20,577.00 30,800.00 7,483.38 7,483.38 7,483.38 7,483.38 91.07 8,091.00 8,091.00 8,331.00 8,331.00 17,590.50 17,590.50 20,063.15 1,599.98 807.00 111.00 6,649.00 1,162.50 3,282.66 1,174.26 170,892.75 15,393.25 15,393.25 15,393.25 15,393.25 15,393.25 15,393.25 15,393.25 15,393.25 31,178.00 15,393.25 15,393.25 t 5,393.25 2,246,880.19 Crown Victoria p71 5 Ford Explorer u625 5 Extended 5 Warranties 6x4 Gator 5 6x4 Gator 5 6x4 Gator 5 6x4 Gator 5 shop manuals 5 Optimax Saltwat 225 xl 5 225 XL Optimax Saltwat 225xl 5 225 XL Optimax Saltwat 225cxl 5 225 CXL Optimax Salltwat 225cxl 5 224 CXL Chevrelot Impala 1WF 19 5 Chevrelot Impala 1WF 19 5 Chevrelot Impala 1WFI 9 5 Public safety 5 equipment Public safety 5 equipment Public safety 5 equipment All Terrain KVF650-A2 5 Vehicle 4X4 Public safety 5 equipment Public safety 5 equipment Public safety 5 equipment Public safety 5 equipment Chevrolet Impala 1WF 19 Chevrolet Impala 1WF19 Chevrolet Impala 1WF19 'Chevrolet Impala 1WF 19 Chevrolet Impala 1WFI9 Chevrolet Impala IWFI9 Chevrolet Impala 1WFI 9 Chevrolet Impala 1WF 19 Ford Explorer U646 Chevrolet Impala 1WF 19 Chevrolet Impala 1WF19 Chevrolet Impala 1WF 19 2FAFP71 W73X 192417 1FMZU62K73UB83595 W006X4X066249 W006X4X066113 W006X4X065393 W006X4X065394 0T775989 0T774593 0T789001 0T774821 2Gl WF55K639338117 2Gl WF55KX39335382 2Gl WF52EX39367098 JKAVFEA 153B537815 5 2GIWF55K939410878 5 2Gl WF55K839411018 5 ....2Gl WF55K839411116 5 2G1WF55K339410133 5 2G1WF55K639410322 5 2G1WF55K339412089 5 2G1WF55K839410368 5 2Gl WF55K539410795 5 1 FMDU64K83ZB37672 5 2G1WF55K939410248 5 2G1WF55K539410392 5 2Gl WF55K739411303 Exhibit A-2 Page 3 SCHEDULE OF PROPERTY NO. 6 Re: Master Equipment Lease/Purchase Agreement, dated December 23, 2003, between Banc of America Leasing & Capital, LLC, as Lessor, and the City of Miami Beach, Florida, as Lessee. 1. Defined Terms. All terms used herein have the meanings ascribed to them in the above-referenced Master Equipment Lease/Purchase Agreement (the "Master Equipment Lease"). 2. Equipment. The following items of Equipment are hereby included under this Schedule of the Master Equipment Lease: See attached Exhibit A-2. 3. Payment Schedule. Initial Rate and Taxable Rate. The Initial Rate applicable to this Schedule shall be 1.8888% per annum. The initial "Taxable Rate" associated with the Initial Rate shall be 2.9594% per annum. Rental Payments. The Commencement Date shall be the date on which the Equipment listed in this Schedule is accepted by Lessee, as indicated in an Acceptance Certificate substantially in the form of Exhibit B to the Master Equipment Lease or the date on which sufficient moneys to purchase the Equipment are deposited for that purpose with an Acquisition Fund Custodian, whichever is earlier. Rental Payments shall consist of an interest portion and a principal portion. The interest portion of the Rental Payments for the initial Interest Period shall be based on the Initial Rate applied to the Acquisition Amount below. Thereafter, the interest portion for subsequent Interest Periods shall be based on the Reset Rate applied to the outstanding principal portion of the Rental Payments. The principal portion of the Rental Payments shall be paid in such amounts and on such dates as set forth in the Rental Payment Schedule attached to this Schedule as Exhibit A- 1. Rental Payments shall be due on January 1, 2004 and on the first day of each subsequent April, July, October and January, through and including January 1, 2011, unless the Lessee sooner purchases the Equipment pursuant to the tenas hereof and of the Master Equipment Lease. Purchase Price Schedule. The Purchase Price for the Equipment listed in this Schedule shall be the amount set forth in the "Purchase Price" column of the Rental Payment Schedule attached to this Schedule and in footnote (2) on such Rental Payment Schedule. The Purchase Price is in addition to all Rental Payments then due under this Schedule (including the principal portion of the Rental Payment shown on the same line in the Rental Payment Schedule and the interest portion of the Rental Payments accrued through the date of purchase). Lessee may prepay the Lease at any time, without penalty or premium, with sixty (60) days' prior written notice to the Lessor, as provided in the Master Equipment Lease. 016.318296.1 4. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants as follows: (a) That its representations, warranties and covenants set forth in the Master Equipment Lease are true and correct as though made on the date of commencement of Rental Payments on this Schedule. (b) Lessee furthc:r represents and warrants that no material adverse change in Lessee's financial condition has e ~.~rred since the date of the Master Equipment Lease. 5. The Lease ~ terms and provisions of the Master Equipment Lease (other than to the extent that the~, ~e solely to other Schedules or Equipment listed on other Schedules) are hereby incorporat~ 'tto this Schedule by reference and made a part hereof. The maximum Lease Term, subject to ;.~mual appropriation, is 84 months. 6. Acquisition Amount. The Acquisition Amount for the Equipment described in this Schedule, to be paid to the Vendor (or the Lessee as reimbursement for payments it has made to the Vendor), is $1,316,444.27. Dated: December 23, 2003 Lessor: Banc of America Leasing & Capital, LLC 555 California Street, 4th Floor San Francisco, California 94104 By: Gail Smedal, Vice President Lessee: City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Patricia D. Walker, Chief Financial Officer Attest: By: ,q.. ~ ' Robert Parcher, City Clerk 016.318299.1 -2- APPROVED ,aS TO FORM & LANGUAGE & FOR EXECUTION 6,. City Attorne'y~X~ Date EXHIBIT A-1 RENTAL PAYMENT SCHEDULE Rental Payment Rental Payment Date Amount0) Principal Portion Purchase Price(2) 1/1/04 $594.84 4/1/04 * 7/1/04 * 10/1/04 * 1/1/05 * 4/1/05 * 7/1/05 * 10/1/05 * 1/1/06 * 4/1/06 * 7/1/06 * 10/1/06 * 1/1/07 * 4/1/07 * 7/1/07 * 10/1/07 * 1/1/08 * 4/1/08 * 7/1/08 * 10/1/08 * 1/1/09 * 4/1/09 * 7/1/09 * 10/1/09 * 1/1/10 * 4/1/10 * 7/1/10 * 10/1/10 * 1/1/11 * $42.28 44,085.55 44,293.72 44,502.88 44,713.02 44,924.16 45,136.29 45,349.42 45,563.56 45,778.71 45,994.88 46,212.07 46,430.28 46,649.53 46,869.80 47,091.12 47,313.49 47,536.90 47,761.37 47,986.90 48,213.50 48 441.16 48 669.90 48 899.72 49 130.62 49 362.62 49 595.71 49. 829.90 50.065.20 $1,316,401.99 1,272,316.44 1,228,022.71 1,183,519.83 1,138,806.81 1,093,882.65 1,048,746.36 1,003,396.94 957,833.38 912,054.66 866,059.78 819,847.71 773,417.43 726,767.91 679,898.10 632,806.98 585 493.49 537 956.59 490 195.21 442 208.31 393 994.82 345 553.66 296 883.76 247 984.04 198 853.42 149,490.80 99,895.09 50,065.20 1.00 (1) The Reset Rate, Taxable Rate and Rental Payment Amount applicable to Rental Payment Dates after thc initial Rental Payment Date will be communicated to the Lessee by telephone (confirmed in writing) or facsimile within two business days following a Reset Date. The difference between the Rental Payment Amount and the Principal Portion is the "Interest Portion." Yl6.316299.'1 Exhibit A-1 Page I (2) The Purchase Option Commencement Date shall be December 23, 2003. The Purchase Price payable (i) on any Rental Payment date is the amount equal to the aggregate principal portion of the remaining Rental Payments after payment of the Rental Payment payable on such Rental Payment Date, without prepayment premium or penalty and (ii) on any date other than a Rental Payment date is the amount equal to the aggregate principal portion of the remaining Rental Payments plus an amount equal to the interest portion of such Rental Payments accrued thereon to such date, without prepayment premium or penalty. Lessee: CITY OF MIAMI BEACH, FLORIDA By: -~~ ~---J'J/ Patricia D. Walker, Chief Financial Officer After payment of the applicable Purchase Price, Lessee will own the related Equipment, free and clear of any obligations under the related Lease. APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION City Attorn~(~Y~ Date }~6.a~a299.1 Exhibit A-I Page 2 Vendor Dural Motor Company McCotter Ford- Mercury Atlantic Ford Truck Sales Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevreiot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Duval Motor Company Duval Motor Company Duval Motor Company Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevreiot Alan Jay Chevrelot EXHIBIT A-2 EQUIPMENT DESCRIPTION Amount 20,442.75 16,994.65 22,661.00 Desc/Equipment Model ti Life Reg Cab SRW 4X2 F201 7 Ford E-250 E243 7 Econoline Ford f25 4x4 x211 7 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 12,799. ! 5 12,799.15 12,799.15 12,799. ! 5 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 14,399.00 14,399.00 14,399.00 ! 2,799.15 12,799.15 12,799. ! 5_ 12,799215 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 ! 2,799.15 12,799.15 12,799.15 Chevrolet Cavaliers 1JC69 Chevrolet Cavaliers IJC69 Chevrolet Cavaliers 1 JC69 Chevrolet Cavaliers 1JC69 Chevrolet Cavaliers 1JC69 Chevrolet Cavaliers 1JC69 Chevrolet Cavaliers 1 JC69 Chevrolet Cavaliers 1JC69 Chevrolet Cavaliers 1JC69 Chevrolet Cavaliers 1JC69 Chevrolet Cavaliers 1JC69 Chevrolet Cavaliers 1 JC69 Chevrolet Cavaliers 1 JC69 Chevrolet Cavaliers 1JC69 Chevrolet Cavaliers 1JC69 Chevrolet Cavaliers 1 JC69 Chevrolet Cavaliers 1JC69 · Chevrolet Cavaliers 1 JC69 Chevrolet Cavaliers 1 JC69 Chevrolet Cavaliers 1 JC69 Chevrolet Cavaliers 1JC69 Ford f-150 4x2 F17F Ford f-150 4x2 F17F Ford f-150 4x2 FI 7F Chevrelot Cavaliers 1 JC69 Chevrelot Cavaliers 1JC69 Chevrelot Cavaliers 1 JC69 Chevrelot Cavaliers 1 JC69 Chevrelot Cavaliers 1 JC69 Chevrelot Cavaliers 1 JC69 Chevrelot Cavaliers 1 JC69 Chevrelot Cavaliers 1JC69 Chevrelot Cavaliers 1 JC69 Chevrelot Cavaliers 1 JC69 Chevrelot Cavaliers 1 JC69 Chevrelot Cavaliers I JC69 Chevrelot Cavaliers 1 JC69 Chevrelot Cavaliers 1 JC69 Chevrelot Cavaliers 1JC69 Serial ti 1 FTNF20L93EB31428 1FTNE24W63HA69699 1FTNX21L33EB71290 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7--- 7 7 7 7 7 7 7 7 7 7 7 7 7 1G 1JC 52F237258003 1G1JC52FI37258008 1G 1JC52F737258045 1GYJC52F437258083 1G ! JC52F437258097 1G1JC52F737258112 1 Gl JC52F937258127 1 G1JC52F037258131 IG1JC52F137258137 1 G1JC52F237258230 1 G1JC52F737258286 1 G 1JC52F237258342 1G 1JC52F537258349 1G 1JC52F237257532 1G1JC52F637257551 1G1JC52F537257556 l G 1JC52F037257576 1G 1JC52F337257653 1G ! JC52F537257721 1G 1JC52F937257883 1G 1JC52F137257912 1FTRF 172X3NB25551 1 FTRF 17213NB25552 1FTRF 172X3NB25548 1G ! JC52F337258088 1G 1JC52F837258247 1G 1JC52F937258497 1Gl JC52F437257581 IG1JC52F937258595 1 Gl JC52F737257638 1G l JC52F437258827 1G1JC52F337258091 IG1JC52F337258107 1G 1JC52F537258223 1 G1JC52F737258255 IGI JC52F437258259 IGI JC52FX37258265 1G 1JC52FX37258296 1Gl JC52FX37258489 Exhibit A-2 Page 1 Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chcvrelot Alan Jay Chevrelot Alan Jay Chcvrelot Alan Jay Chevrelot Alan Jay Chevrelot Duval Motor Company - Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Atlantic Ford Truck Sales Atlantic Ford Truck Sales Dnval Motor Company Duval Motor Company Duval Motor Company Duval Motor Company Alan Jay Chevr¢lot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chcvrclot Alan Jay Chevrclot Alan Jay Chevrelot Alan Jay Chcvrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chcvrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chcvrelot Alan Jay Chevrelot Alan Jay Chevrelot Alan Jay Chevreiot Alan Jay Chevrelot Duval Motor Company Duval Motor Company 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15 12,799.15. 12,799.15 12,799.15 12,799.15 12,799.15 14,399.00 14,399.00 14,399.00 14,399.00 14,399.00 14,399.00 22,957.00 27,580.00 13,382.00 25,904.00 17,451.00 22,375.00 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 12,529.15 14,105.00 14,430.00 Chevrelot Cavaliers 1JC69 Chevrelot Cavaliers 1 JC69 Chevrelot Cavaliers 1 JC69 Chevrelot Cavaliers 1 JC69 Chevrelot Cavaliers 1JC69 Chevrelot Cavaliers ! JC69 Chevrelot Cavaliers 1JC69 Chevrelot Cavaliers 1 JC69 Chevrelot Cavaliers 1JC69 Chevrelot Cavaliers 1JC69 Chevrelot Cavaliers 1JC69 Chevrelot Cavaliers 1 JC69 Chevrelot Cavaliers 1 JC69 Ford F150 4x2 F 17F Ford F 150 4x2 F 17F Ford Fl50 4x2 F17F Ford Fl50 4x2 F17F Ford Fl50 4x2 F17F Ford Fl50 4x2 FI7F F f-250 pick up w/ F201 canopy utility body For f-450 4x2 f201 ford ranger rl 06 172 crew cab 4x4 w211 Reg Cab SRW 4X2 F201 Econoline Van E243 Chevrelot Cavalier 1 JC69 Chevrelot Cavalier 1JC69 Chevrelot Cavalier ! JC69 Chevrelot Cavalier 1 JC69 Chevrelot Cavalier 1 JC69 Chevrelot Cavalier 1 JC69 Chevrelot Cavalier 1JC69 Chevrelot Cavalier 1 JC69 Chevrelot Cavalier 1 JC69 Chevrelot Cavalier 1JC69 Chevrelot Cavalier 1 JC69 Chevrelot Cavalier 1 JC69 Chevrelot Cavalier 1JC69 Chevrelot Cavalier 1JC69 Chevrelot Cavalier 1JC69 Chevrelot Cavalier 1JC69 Chevrelot Cavalier 1 JC69 Chevrelot Cavalier 1 JC69 Chevrelot Cavalier 1 JC69 Chevrelot Cavalier 1JC69 Chevreiot Cavalier 1JC69 Ford Crown Victoria F 17F Ford Crown Victoria F 17F 7 IG1JC52F237258549 7 1G1JC52F837258569 7 1G 1JC52FX37258590 7 1Gl JC52FX37257634 7 IG1JC52F637257677 7 1G1JC52F237258728 7 1 Gl JC52F937258919 7 1G 1JC52F437258794 7 1GIJC52F737258806 7 1GIJC52F937258810 7 1GIJC52F737258823 7 1G1JC52F537257847 7 1G1JC52F337257863 7 1FTRF 17263NB25546 7 1FTRF17283NB25547 7 1FTRF17213NB25549 7 1FTRFI7283NB25550 7 1FTRF17233NB25553 7 1FTRF17253NB25554 7 1FTNF20L73 EB43156 7 1FTNF20L63EB43133 7 IFTYRIOU93PB05102 7 IFTNW21L63EC42985 7 IFTNF20LO3EC42983 7 1FTNE24W23HA91814 7 1GIJC52F737336775 7 1GIJC52F637337321 7 1G1JC52F737337330 7 IGIJC52F937336972 7 lG1JC52F737337425 7 IGIJC52F837336753 7 1GIJC52F837337028 7 1G1JC52F837337692 7 IG1JC52F837337711 7 1G1JC52F937337037 7-- IG1JC52F637337139 7 1GIJC52F437337852 7 1G1JC52F237337574 7 IG1JC52F437337639 7 IGIJC52F437337737 7 1G1JC52FI37337078 7 1G1JC52F037336911 7 IG1JC52F837336526 7 IG1JC52F237337512 7 IGIJC52F537337553 7 IGIJC52F137337789 7 1FTRFI7223NB25544 7 1FTRFI7243NB25545 ona.a~a~.ag.a Exhibit A-2 Page 2 Duval Motor Company Ditch Witch of Central and South Florida Total 7 Year Term 28,004.00 50,296.37 1,316,444.27 Ford F350 Utility F343 Rubber Tire Trencher RT70H 7 1FDSF34L43EC42984 7 5X0692 0~$.318299.1 Exhibit A-2 Page 3 SCHEDULE OF PROPERTY NO. 7 Re: Master Equipment Lease/Purchase Agreement, dated December 23, 2003, between Bane of America Leasing & Capital, LLC, as Lessor, and City of Miami Beach, Florida, as Lessee 1. Defined Terms. All terms used herein have the meanings ascribed to them in the above-referenced Master Equipment Lease/Purchase Agreement (the "Master Equipment Lease"). 2. Equipment. The following items of Equipment are hereby included under this Schedule of the Master Equipment Lease. See attached Exhibit A-2. Payment Schedule. Initial Rate and Taxable Rate. The Initial Rate applicable to this Schedule shall be 1.9588% per annum. The initial "Taxable Rate" associated with the Initial Rate shall be 3.0691% per annum. Rental Payments. The Commencement Date shall be the date on which the Equipment listed in this Schedule is accepted by Lessee, as indicated in an Acceptance Certificate substantially in the form of Exhibit B to the Master Equipment Lease or the date on which sufficient moneys to purchase the Equipment are deposited for that purpose with an Acquisition Fund Custodian, whichever is earlier. Rental Payments shall consist of an interest portion and a principal portion. The interest portion of the Rental Payments for the initial Interest Period shall be based on the Initial Rate applied to the Acquisition Amount below. Thereafter, the interest portion for subsequent Interest Periods shall be based on the Reset Rate applied to the outstanding principal portion of the Rental Payments. The principal portion of the Rental Payments shall be paid in such amounts and on such dates as set forth in the Rental. Payment Schedule attached to this Schedule as Exhibit A- 1. Rental Payments shall be due on January 1, 2004, and on the first day of each subsequent April, July, October and January, through and includin~ January 1, 2014, unless the Lessee sooner purchases the Equipment pursuant to the terms hereof and of the Master Equipment Lease. Purchase Price Schedule. The Purchase Price for the Equipment listed in this Schedule shall be the amount set forth in the "Purchase Price" column of the Rental Payment Schedule attached to this Schedule and in footnote (2) on such Rental Payment Schedule. The Purchase Price is in addition to all Rental Payments then due under this Schedtfle (including the principal portion of the Rental Payment shown on the same line in the Rental Payment Schedule and the interest portion of the Rental Payments accrued through the date of purchase). Lessee may prepay the Lease at any time, without penalty or premium, with sixty (60) days' prior written notice to the Lessor, as provided in the Master Equipment Lease. o~.aa~a~o.~ Exhibit A-I Page 1 4. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants as follows: (a) That its representations, warranties and covenants set forth in the Master Equipment Lease are tree and correct as though made on the date of commencement of Rental Payments on this Schedule. (b) Lessee further represents and warrants that no material adverse change in Lessee's financial condition has occurred since the date of the Master Equipment Lease. 5. The Lease. The terms and provisions of the Master Equipment Lease (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. The maximum Lease Term, subject to annual appropriation, is !20 months. 6. Acquisition Amount. The Acquisition Amount for the Equipment described in this Schedule, to be paid to the Vendor (or the Lessee as reimbursement for payments it has made to the Vendor), is $438,794.12. Dated: December 23, 2003 Lessor: Banc of America Leasing & Capital, LLC 555 California Street, 4th Floor San Francisco, California 94104 By:. Gail Smedal, Vice President Lessee: City of Miami Beach, Florida 1700 Convention Center Drive Miami Bejti~,,F[orida 33139 Patricia D. Walker, Chief Financial Officer Attest: B Y:i~ o~'e~p arche r, C~i~ty Cle~r~ 018.318300.1 Exhib-2- APPROVEDASTO FORM&LANGUAGE &FOR EXECUTION City Attorr{~~' Date EXHIBIT A-I RENTAL PAYMENT SCHEDULE Rental Payment Rental Payment Date Amount0) Principal Portion Purchase Price(2) 1/1/04 $283.40 $92.40 $438,701.72 4/1/04 * 9,955.17 428,746.55 7/1/04 * 10,003.92 418,742.62 10/1/04 * 10,052.91 408,689.71 1/1/05 * 10,102.14 398,587.57 4/1/05 * 10,151.61 388,435.95 7/1/05 _ * 10,201.33 378,234.63 10/1/05 * 10,251.28 367,983.35 1/1/06 * 10,301.48 357,681.86 4/1/06 * 10,351.93 347,329.94 7/1/06 * 10,402.62 336,927.31 10/1/06 * 10,453.56 326,473.75 1/1/07 * 10,504.75 315,969.00 4/1/07 * 10,556.20 305,412.80 7/1/07 * 10,607.89 294,804.91 10/1/07 * 10,659.84 284,145.07 1 / I/08 * 10,712.04 273,433.04 4/1/08 * 10,764.49 262,668.54 7/1/08 * 10,817.21 251,851.33 10/1/08 * ! 0,870.18 240,981.15 i/1/09 * 10,923.41 230,057.74 4/1/09 * 10,976.90 219,080.84 7/1/09 * 11,030.66 208,050.18 ! 0/1/09 * 11,084.67 196,965.51 1/1/10 * 11,138.96 185,826.55 4/I/I 0 * 11,193.50 174,633.05 7/1/10 * 11,248.32 163,384.73 10/1/I 0 * 11,303.40 152,081.33 1/i/11 * 11,358.75 140,722.57 4/I/11 -- * 11,414.38 129,308.19~ 7/1/I1 --. * 1 !,470.27 117,837.92 10/I/11 * 11,526.44 106,31 i .48 I/1/12 * 11,582.89 94,728.59 4/1/12 * 11,639.6 ! 83,088.98 7/1/12 * 11,696.61 71,392.37 10/1/12 * 11,753.89 59,638.48 1/1/13 * 11,811.45 47,827.03 4/!/13 * 11,869.29 35,957.75 7/!/13 * 11,927.41 24,030.33 10/1/13 * 11,985.82 12,044.51 1/1/14 * 12,044.51 1.00 (1) The Reset Rate, Taxable Rate and Rental Payment Amount applicable to Rental Payment Dates after ol6.alaaoo.1 Exhibit A-1 Page 1 EXHIBIT A-2 EQUIPMENT DESCRIPTION Vendor Duval Motor Company Growers Equipment Co Atlantic Ford Truck Sales Blanehard Machinery Inc Blanchard Machinery lac Blanchard Machinery Inc Blanchard Machinery Inc Law Enforcement Supply CO. Law Enforcement Supply CO. Atlantic Ford Truck Sales Atlantic Ford Truck Sales Atlantic Ford Truck Sales Atlantic Ford Truck Sales Atlantic Ford Truck Sales Atlantic Ford Truck Sales Atlantic Ford Truck Sales Total 10 Year Term Amount $42,219.75 23,750.00 55,814.00 10,392.42 8,360.00 23.08 24.50 800.00 2,582.12 52,259.00 54,882.00 55,814.00 76,713.00 48,064.25 3,548.00 3,548.00 $438,794.12 Desc/Equipment Model # Life f-650 crew cab w651 10 Tandem Asphalt Roller 265 10 Sterling M7500 Acterra 10 35hp street saw 10 water tank trailer 10 tiedowns 4pak 10 water hose 10 Public safety equipment - 10 Public safety equipment 60117 10 Sterling M7500 12ft Aeterra 10 trash dump body Sterling M7500 14ft Acterra 10 chipper body Sterling M7500 Acterra 10 Sterling M7500 Acterra 10 ford f-550 truck f568 10 Ford F-450 4X2 Crew W467 10 Chassis Cab Ford F-450 4X2 Crew W467 10 Chassis Cab Serial # 3FDWW65573MBI0931 JKC5305706 2FZACGCS53AL90817 1649 5JVBT082831000170 2FZACGCS73AL90818 2FZACGCS93AL90819 2FZACGCS33AL90816 2FZACHAK53AL69796 1 FDAF56P 13 EB91418 IFDXW46S53EC57557 1 FDXW46S33EC57556 Exhibit A-2 Page 1 the initial Rental Payment Date will be communicated to the Lessee by telephone (confirmed in writing) or facsimile within two business days following a Reset Date. The difference between the Rental Payment amount and the Principal Portion is the "Interest Portion." (2) The Purchase Option Commencement Date shall be December 23, 2003. The Purchase Price payable (i) on any Rental Payment date is the amount equal to the aggregate principal portion of the remaining Rental Payments after payment of the Rental Payment payable on such Rental Payment Date, without prepayment premium or penalty and (ii) on any date other than a Rental Payment date is the amount equal to the aggregate principal portion of the remaining Rental Payments plus an amount equal to the interest portion of such Rental Payments accrued thereon to such date, without prepayment premium or penalty. LesSee: CITY OF MIAMI BEACH, FLORIDA By:-/~[~'~ ~ f Patricia D. Walker, Chief Financial Officer After payment of the applicable Purchase Price, Lessee will own the related Equipment, free and clear of any obligations under the related Lease. APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION City Attorfi6~y~r- Date o~s.3~ 83oo.~ Exhibit A- 1 Page 2 ESSENTIAL USE/SOURCE OF FUNDS CERTIFICATE Bane of America Leasing & Capital, LLC 555 California Street, 4th Floor San Francisco, California 94104 Re: Master Equipment Lease/Purchase Agreement dated October 30, 2001; Schedule of Property Nos. 5, 6 and 7, dated December 23, 2003 This certificate confirms and affirms that the Equipment described in the Agreement referenced above is, or will be, essential to the governmental, municipal or public purposes or functions of the Lessee or to the services Lessee provides its citizens. Further, Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which need is not temporary or expected to diminish in the foreseeable future. Such Equipment will be used by Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary functions permitted under the Act (as defined in the Agreement referenced above). Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period, subject to annual appropriation. Date: December 23, 2003 CITY OF/~IAMI BEACH, FLORIDA By: Patricia D. Walker, Chief Financial Officer APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION City Atton Date 016.318465.1 ACCEPTANCE CERTIFICATE Bane of America Leasing & Capital, LLC 555 California Street, 4th Floor San Francisco, California 94104 Re: Schedule of Property Nos. 5, 6 and 7, dated December 23, 2003, to Master Equipment Lease/Purchase Agreement, dated October 30, 2001, between Bane of America Leasing & Capital, LLC, as Lessor, and City of Miami Beach, Florida, as Lessee. Ladies and Gentlemen: In accordance with the Master Equipment Lease/Purchase Agreement, dated October 30, 2001, (the "Agreement"), the undersigned Lessee hffreby certifies and represents to, and agrees with Lessor as follows: 1. All of the Equipment (as such term is defined in the Agreement) listed in the above-referenced Schedule of Property Nos. 5, 6 and 7, dated December 23, 2003, (the "Schedules") has been delivered, installed and accepted on the date hereof. 2. Lessee has conducted such inspection and/or testing of the Equipment listed in the Schedules as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. of the Agreement. Lessee is currently maintaining the insurance coverage required by Section 7.02 4. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof. 5. An obligation or payment with respect to the Equipment, in the stated amount specified in the Schedules, has been incurred or paid by the Lessee, and the same is an Equipment Cost (as defined in the Agreement). Date: December 23, 2003 Lessee: CITY OF MIAMI BEACH, FLORIDA By: Patricia D. Walker, Chief Financial Officer ~16.318465.1 APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION City Attorne~/. Date CERTIFICATE AS TO COMPLIANCE WITH INTEREST RATE LIMITATION UNDER F.S. SECTION 215.84 Re: Master Equipment Lease/Purchase Agreement, dated October 30, 2001, and Schedule of Property Nos. 5, 6 and 7, dated December 23, 2003 This certificate confirms compliance with the interest rate limitation under Florida Statutes Section 215.84 with respect to the lease/purchase of equipment by the City of Miami Beach, Florida from Banc of America Leasing & Capital, LLC, under the captioned Master Equipment Lease/Purchase and Schedule (collectively, the "Leases"). The Leases bear interest rate at a variable rate computed over the life of the Leases in accordance with the formula set forth in the Leases. The initial rates on the Leases are 1.8288% under Schedule of Property No. 5, 1.8888% under Schedule of Property No. 6, and 1.9588% under Schedule of Properly No. 7, respectively, each of which is less than 7.66%, representing The Bond Buyer "20 Bond Index" published immediately preceding December 1, 2003 (November 25, 2003) plus 300 basis points. Date: December 23, 2003 CITY OF MIAMI BEACH, FLORIDA By: ~/~~~ Patricia D. Walker, Chief Financial Officer 16.318465.1 APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION Date CITY CLERK'S CERTIFICATE The undersigned, the duly appointed and acting City Clerk of the City of Miami Beach, Florida (the "Lessee"), hereby certifies as follows: A. The following listed persons are duly elected or appointed and acting officials of the Lessee (the "Officials") in the capacity set forth opposite their respective names below and the signatures appearing opposite their names are true and correct as of the date hereof; and B. The Officials are duly authorized, on behalf of the Lessee, to negotiate, execute and deliver Schedule of Property Nos. 5, 6 and 7, dated December 23, 2003, to that certain Master Equipment Lease/Purchase Agreement, dated October 30, 2001, (the "Schedules") by and between the City of Miami Beach, Florida, as lessee, and Banc of America Leasing & Capital, LLC, as lessor, in accordance with the provisions of Resolution No. 2001-24600 adopted by the Mayor and City Commission on September 20, 2001, and these Schedules and all related agreements, certificates and documents are binding and authorized by the Lessee, enforceable in all respects in accordance with their terms. Name of Official Title ~, ~~~~..__.~ David Dermer Mayor Patricia D. Walker Chief Financial Officer Date: December 23, 2003 By: Robert Parcher, City Clerk (The signer of this Certificate cannot be listed above as authorized to execute the Agreements, but such signer may attest the signature of other officers executing the Schedules.) APPROVED ASTO FORM&LANGUAGE &FOREXECUTION City Attom ~ ~ 016.318465.1