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Home My WebLink AboutSchedule of Property No. 8, 9 & 10 -' / _ r ~ ~I ..' : FOLEY November 8, 2004 FOLEY & LARDNER LLP ATTORNEYS AT LAW ONE INDEPENDENT DRIVE, SUITE 1300 JACKSONVILLE. FL 32202-5017 P. O. BOX 240 JACKSONVILLE, FL 32201.0240 904.359.2000 TEL 904.359.8700 FAX www.foley.com VIA FEDEx CLIENT/MATTER NUMBER 026295.0111 Mr. Ramon Suarez Accounting City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Mr. Larry M. Anonuevo, Jr. Assistant Vice President Banc of America Leasing & Capital LLC Contract Administration - 15811 CA5-705-04-0 1 555 California Street, 4th Floor San Francisco, CA 94104 Re: Schedule of Property Nos. 8,9 and 10 dated September 27, 2004 to Master Lease/Purchase Agreement dated October 30, 2001 between the Issuer and Banc of America Leasing & Capital, LLC, as Lessor Dear Ramon and Larry: Enclosed please find a transcript in regard to the above-referenced project. Please do not hesitate to call if you have any questions. It certainly has been a pleasure working with each of you on this transaction. Enclosures BRUSSELS CHICAGO DETROIT JACKSONVILLE LOS ANGELES MADISON MILWAUKEE NEW YORK ORLANDO SACRAM ENTO SAN DIEGO SAN DIEGO/DEL MAR SAN FRANCISCO SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. WEST PALM BEACH 004.455294.1 ..., ~ ....... / :.7/ c t?, ~~:, TRANSCRIPT OF PROCEEDINGS - - CITY OF MIAMI BEACH, FLORIDA Schedules of Property Nos. 8, 9 & 10 dated September 27,2004 Relating to Master Equipment LeaselPurchase Agreement Dated October 30, 2001, between Banc of America Leasing & Capital, LLC and City of Miami Beach, Florida Foley & Lardner LLP One Independent Drive Suite 1300 Jacksonville, FL 32202-5017 Telephone: (904) 359-2000 - .... Schedules of Property Nos. 8, 9 & 10 dated September 27,2004 Relating to Master Equipment LeaseIPurchase Agreement Dated October 30,2001, between Bane of America Leasing & Capital, LLC and City of Miami Beach, Florida .... INDEX OF DOCUMENTS .... DESCRIPTION TAB Master Equipment LeaseIPurchase Agreement 1 Schedules of Property Nos. 8,9 & 10 2 IRS Form 8038-G 3 Florida Division of Bond Finance Form BF-2003/2004 4 Truth-in-Bonding Statement 5 Advance Notice of Sale 6 City Clerk's Certificate 7 Essential Use of Funds Certificate 8 Acceptance Certificate 9 .... Certificate as to Compliance with Interest Rate Limitation 10 Certified Copy of Resolution No. 2001-24600, adopted by the Mayor and 11 the City Commission approving the financing Opinion of Counsel to City 12 Acknowledgment 13 .... ......,04.449048.1 - - [See Tab 1 of Master Equipment Lease Purchase Transcript] - SCHEDULE OF PROPERTY NO.8 Re: Master Equipment LeaseIPurchase Agreement, dated October 30,2001, between Banc 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. Pavrnent Schedule. Initial Rate and Taxable Rate. The Initial Rate applicable to this Schedule shall be 2.1040% per annum. The initial "Taxable Rate" associated with the Initial Rate shall be 3.2822% 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-I. - Rental Payments shall be due on January 1, 2005, and on the first day of each subsequent April, July, October and January, through and including January 1, 2010, 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. - -004.446537.4 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 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 $889,045.27. Dated: September 27, 2004 - Lessor: Banc of America Leasing & Capital, LLC 555 California Street, 4th Floor San Francisco, California 94104 Lessee: City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 By: ~{ ~) J,,?"L-L-d-...~( medal, VIce PreSIdent ~~-- . By: . ~ ge . Gonzalez, CIty Manager ::~tM f~ Robert Parcher, City Clerk 004.446537.4 2- APPROVED AS TO FORrlLANGUAGE & FO XECUTION - Jl~ f( EXHIBIT A-I RENTAL PAYMENT SCHEDULE Rental Rental Payment Payment Principal Purchase Date Amount(l) Portion Price(2) Sep-27-04 $889,045.27 - Jan-0l-05 $50,945.81 $46,061.59 842,983.68 Apr-01-05 * 40,081.66 802,902.02 Ju1-01-05 * 40,292.49 762,609.54 Oct-01-05 * 40,504.42 722,105.12 Jan-01-06 * 40,717.48 681,387.64 Apr-Ol-06 * 40,931.65 640,455.99 Ju1-01-06 * 41,146.95 599,309.04 Oct-01-06 * 41,363.38 557,945.65 - Jan-Ol-07 * 41,580.96 516,364.70 Apr-01-07 * 41,799.67 474,565.03 Ju1-01-07 * 42,019.54 432,545.49 Oct-01-07 * 42,240.56 390,304.93 Jan-Ol.08 * 42,462.75 347,842.18 Apr-01-08 * 42,686.10 305,156.08 Ju1-01-08 * 42,910.63 262,245.45 Oct-01-08 * 43,136.34 219,109.11 Jan-Ol-09 * 43,363.24 175,745.88 Apr-01-09 * 43,591.33 132,154.55 Ju1-01-09 * 43,820.62 88,333.94 - Oct-Ol-09 * 44,051.11 44,282.82 Jan-Ol-1O * 44,282.82 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 -004.446537.4 Exhibit A-I Page 1 difference between the Rental Payment Amount and the Principal Portion is the "Interest Portion." -- (2) The Purchase Option Commencement Date shall be September 27, 2004. 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:~~ rge . Gonzalez, City anager 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 ECUTION ~- 23.---0 U' Date I -004.446537.4 Exhibit A-I Page 2 EXHIBIT A-2 EQUIPMENT DESeRIPTION VENDOR VIN# COST Year Life Make Model PALMETTO JKBVFHA 1848533188 $4,970.73 2004 5 KAWASAKI KVF360-A2-All Terrain Veh MOTORSPORTS PALMETTO JKBVFHAI24B533204 4,970.73 2004 5 KAWASAKI KVF360-A2-All Terrain Veh MOTORSPORTS PALMETTO JKBVFHAI04B533959 4,970.73 2004 5 KAWASAKI KVF360-A2-All Terrain Veh MOTORSPORTS PALMETTO JKBVFHA 144B53 1700 4,970.73 2004 5 KAWASAKI KVF360-A2-All Terrain Veh MOTORS PORTS PALMETTO JKBVFHAI04B533198 4,970.73 2004 5 KAWASAKI KVF360-A2-All Terrain Veh MOTORSPORTS LAW ENF SUPPLY 3,211.65 5 LAW ENF. EQUIP-Strobe, A1arm,Camera, Radar etc LAW ENF SUPPLY EQUIPMENT 2,146.29 2004 5 EQUIP EQUIP-Clear Strobe, - Outlet,LED Arrowst ALTEC 1 FDWF36P5EB36093 54,687.00 2004 5 AL TEC AT200 AERIAL DEVICE MOUNTED ON FORD F366 DUVAL FORD MOTOR IFMZU63KX4UB50476 23,252.00 2004 5 FORD EXPLORER XLT DUVAL FORD MOTOR 2FAFP71W04X154576 19,142.00 2004 5 FORD CROWN VIC DUVAL FORD MOTOR 2FAFP71W54X157425 19,142.00 2004 5 FORD CROWN VIC DUVAL FORD MOTOR 2FAFP71W94XI57427 19,142.00 2004 5 FORD CROWN VIC DUVAL FORD MOTOR 2FAFP7 I W94XI 57430 19,142.00 2004 5 FORD CROWN VIC DUVAL FORD MOTOR 2F AFP71 W64XI57420 19,632.00 2004 5 FORD CROWN VIC DUVAL FORD MOTOR IF AFP53U34A202289 13,840.00 2004 5 FORD TAURUSSE DUVAL FORD MOTOR IF AFP53 U34A202288 13,840.00 2004 5 CHEVROLET CAVALIER DUVAL FORD MOTOR 1 F AFP53 U34A202290 13,840.00 2004 5 FORD TAURUSSE DUVAL FORD MOTOR 1FAFP53U34A202291 13,840.00 2004 5 FORD TAURUSSE DUVAL FORD MOTOR 1 F AFP53U94A202300 13,840.00 2004 5 FORD TAURUSSE - DUVAL FORD MOTOR IFAFP53U94A202301 13,840.00 2004 5 FORD TAURUSSE DUVAL FORD MOTOR IFAFP53U94A202302 13,840.00 2004 5 FORD TAURUSSE DUVAL FORD MOTOR IF AFP53U94A202303 13,840.00 2004 5 FORD TAURUSSE - DUVAL FORD MOTOR IFAFP53U94A202304 13,840.00 2004 5 FORD TAURUSSE DUVAL FORD MOTOR 1FAFP53U94A202305 13,840.00 2004 5 FORD TAURUSSE DUVAL FORD MOTOR 1FAFP53U94A202306 13,840.00 2004 5 FORD TAURUSSE DUVAL FORD MOTOR IFAFP53U94A202307 13,840.00 2004 5 FORD TAURUSSE DUVAL FORD MOTOR IFAFP53U94A202308 13,840.00 2004 5 FORD TAURUSSE DUVAL FORD MOTOR IF AFP53U94A202309 13,840.00 2004 5 FORD TAURUSSE DUVAL FORD MOTOR 2FAFP71W14XI57423 19,142.00 2004 5 FORD CROWN VIC DUVAL FORD MOTOR 2F AFP71 W94X 161204 20,657.00 2004 5 FORD CROWN VIC DUVAL FORD MOTOR 2FAFP71W74X161203 20,657.00 2004 5 FORD CROWN VIC - DUVAL FORD MOTOR IF AFP53U74A202292 13,840.00 2004 5 FORD TAURUSSE DUVAL FORD MOTOR IFAFP53U64A202297 13,840.00 2004 5 FORD TAURUSSE DUVAL FORD MOTOR IF AFP53U84A202298 13,840.00 2004 5 FORD TAURUSSE DUVAL FORD MOTOR IFAFP53UX4A202299 13,840.00 2004 5 FORD TAURUSSE DUVAL FORD MOTOR IF AFP53U94A202293 13,840.00 2004 5 FORD TAURUSSE DUVAL FORD MOTOR IF AFP53U04A202294 13,840.00 2004 5 FORD TAURUSSE - 004.446537.4 Exhibit A-2 Page 1 VENDOR VIN# COST Year Life Make Model OUV AL FORD MOTOR IF AFP53U24A202295 $13,840.00 2004 5 FORD TAURUSSE OUV AL FORD MOTOR 1FAFP53U44A202296 13,840.00 2004 5 FORD TAURUSSE OUV AL FORD MOTOR 2FTRFI7224CA76921 14,024.00 2004 5 FORD 121 REG CAB 4X2 OUV AL FORD MOTOR 2FAFP7 I WX4X I 57422 19,142.00 2004 5 FORD CROWN VIC OUV AL FORD MOTOR 2FAFP71W74X157426 19,142.00 2004 5 FORD CROWN VIC OUV AL FORD MOTOR 2F AFP71 W04X157428 19,142.00 2004 5 FORD CROWN VIC OUV AL FORD MOTOR 2FAFP7 I W24XI 57429 19,142.00 2004 5 FORD CROWN VIC GARBER CHEVROLET IGIJC52F147327278 12,561.15 2004 5 CHEVROLET CAVALIER GARBER CHEVROLET IGIJC62FI47327314 12,561.15 2004 5 CHEVROLET CAVALIER GARBER CHEVROLET IGIJC52FX47328512 12,561.15 2004 5 CHEVROLET CAVALIER GARBER CHEVROLET IGlJC52F847328735 12,561.15 2004 5 CHEVROLET CAVALIER PALMETTO JKBVFHA144B537108 4,819.27 2004 5 KAWASAKI KVF360-A2 All Terrain Veh MOTORSPORTS OUV AL FORD MOTOR 2FAFP71W84XI57421 19,142.00 2004 5 FORD CROWN VIC GARBER CHEVROLET 1GlJC52F247328732 12,561.15 2004 5 CHEVROLET CAVALIER OUV AL FORD MOTOR 2FAFP7 IW04XI 5743 I 19,142.00 2004 5 FORD CROWN VIC OUV AL FORD MOTOR IFMZU72K44UB81715 23,560.00 2004 5 FORD EXPLORER XLS LAWENF SUPPLY EQUIPMENT 1,350.24 2004 5 EQUIP EQUIP-Crown Victoria LAW ENF SUPPLY XSPSPCL 1,230.25 2004 5 EQUIP K9 C.V. CRUlS LAW ENF SUPPLY XSPSPCL 1,230.25 2004 5 EQUIP K9 C.V. CRUlS LAW ENF SUPPLY EQUIPMENT 1,578.69 2004 5 EQUIP EQUIP-Crown Victoria OUV AL FORD MOTOR IFMZU72K64UB81716 23,560.00 2004 5 FORD EXPLORER XLS LAW ENF SUPPLY 1047AMBP 799.00 2004 5 EQUIP EQUIP-Police Cars LAW ENF SUPPLY 1047AMBP 799.00 2004 5 EQUIP EQUIP-Police Cars LAW ENF SUPPLY 1047AMBP 799.00 2004 5 EQUIP EQUIP-Police Cars LAW ENF SUPPLY EQUIPMENT 637.25 2004 5 EQUIP EQUIP-Police Cars LAW ENF SUPPLY EQUIPMENT 1,307.00 2004 5 EQUIP EQUIP-Police Cars LAW ENF SUPPLY EQUIPMENT 6,647.88 2004 5 EQUIP EQUIP-Police Cars CRIMINALlSTICS CAR EQUIP 2,916.00 2004 5 EQUIP CANINE SYSTEM OUV AL FORD MOTOR 2FTRFI 7294CA93702 13,641.00 2004 5 FORD 120 REG CAB 4X2 OUV AL FORD MOTOR 2FTRF 1 7224CA93 704 13,641.00 2004 5 FORD 120 REG CAB 4X2 LAW ENF SUPPLY EQUIPMENT 633.00 2004 5 EQUIP EQUIP-Police Cars LAWENFSUPPLY EQUIPMENT 10,440.24 2004 5 EQUIP EQUIP-Police Cars LAW ENF SUPPLY EQUIPMENT 18,487.86 2004 5 EQUIP EQUIP-Police Cars TOTAL $889,045.27 - - 004.446537.4 Exhibit A-2 Page 2 SCHEDULE OF PROPERTY NO.9 Re: Master Equipment Lease/Purchase Agreement, dated October 30,2001, between Banc 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 2.1640% per armum. The initial "Taxable Rate" associated with the Initial Rate shall be 3.3758% 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 ofthe 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-I. - Rental Payments shall be due on January 1, 2005, and on the first day of each subsequent April, July, October and January, through and including January 1, 2012, 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. - - ~04.446538.4 - 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 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 $243,266.24. Dated: September 27,2004 - Lessor: Banc of America Leasing & Capital, LLC 555 California Street, 4th Floor San Francisco, California 94104 Lessee: City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 - By: ~~..L~ G medal, Vice President '- BY:xJ-~ ~. ge . Gonzalez, Clt ana - - Attest: By.~Lt~ - - APPROVED AS TO FORM & LANGUAGE & FOR EX UTION ~04.446538.4 2- - EXHIBIT A-I - RENTAL PAYMENT SCHEDULE Rental Rental Payment Payment Principal Purchase Date Amount(l) Portion Price(2) Sep-27-04 $243,266.24 Jan-01-05 $10,345.79 $8,971.23 234,295.01 Apr-01-05 * 7,772.48 226,522.53 Jul-01-05 * 7,814.53 218,708.01 Oct-01-05 * 7,856.80 210,851.21 Jan-01-06 * 7,899.31 202,951.90 Apr-01-06 * 7,942.04 195,009.86 Ju1-01-06 * 7,985.01 187,024.85 Oct-Ol-06 * 8,028.21 178,996.64 - Jan-Ol-07 * 8,071.64 170,925.00 Apr-Ol-07 * 8,115.31 162,809.69 Ju1-01-07 * 8,159.21 154,650.48 Oct-01-07 * 8,203.35 146,447.12 Jan-Ol-08 * 8,247.73 138,199.39 Apr-Ol-08 * 8,292.35 129,907.04 Ju1-01-08 * 8,337.22 121,569.82 - Oct-Ol-08 * 8,382.32 113,187.50 Jan-Ol-09 * 8,427.67 104,759.83 Apr-Ol-09 * 8,473.26 96,286.57 Ju1-01-09 * 8,519.10 87,767.47 Oct-Ol-09 * 8,565.19 79,202.28 Jan-Ol-1O * 8,611.53 70,590.75 - Apr-Ol-10 * 8,658.12 61,932.63 Ju1-01-1O * 8,704.96 53,227.68 Oct-01-1O * 8,752.05 44,475.63 Jan-Ol-11 * 8,799.40 35,676.23 - ~04.446538.4 Exhibit A-I Page 1 Apr-Ol-II * 8,847.00 26,829.22 Jul-Ol-ll * 8,894.87 17,934.36 Oct-Ol-ll * 8,942.99 8,991.37 Jan-01-12 * 8,991.37 1.00 (I) 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." - (2) The Purchase Option Commencement Date shall be September 27, 2004. 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:d~r-~ orge~. Gonzalez, City Manager 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 & GUAGE & FOR UTION ~AY ")04.446538.4 Exhibit A-I Page 2 - - EXHIBIT A-2 EQUIPMENT DESCRIPTION VENDOR VIN# COST Year Life Make Model FREIGHTLINER OF vrD2)1)642435570871 $28,500.00 2002 7 FREIGHT SPRINTER 140 TAMPA PRISONER TRANSP SMITII BROS. 23859 28,241.25 2004 7 BOBCAT 12" TORNADO CHIPPER DUVAL FORD IFTNE24WX4HB31252 16,177.00 2004 7 FORD 138 ECONO MOTOR VAN DUVAL FORD IFTRE14W34HB31251 16,354.00 2004 7 FORD 138 ECONO - MOTOR VAN DUVAL FORD IF11{VV21LJC4ED81468 26,202.00 2004 7 FORD 172 SD CREW MOTOR CAB CLASSIC IGCDT136948199457 22,607.15 2004 7 GM PICKUP CHEVROLET CLASSIC IGCDT136JC48198768 22,607.15 2004 7 GM PICKUP CHEVROLET CLASSIC 1 GCDT136948200039 22,607.15 2004 7 GM PICKUP CHEVROLET - NORTRAX: IJKBST1664M005311 59,970.54 2004 7 INTERSTATE FLATBED EQUIPMENT CO TOTAL $243,266.24 - - - - - """>04.446538.4 Exhibit A-2 Page 1 SCHEDULE OF PROPERTY NO. 10 Re: Master Equipment LeaseIPurchase Agreement, dated October 30, 2001, between Banc 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 ofthe 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 2.2340% per annum. The initial "Taxable Rate" associated with the Initial Rate shall be 3.4850% 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-I. Rental Payments shall be due on January 1, 2005, and on the first day of each subsequent April, July, October and January, through and including January 1, 2015, 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. ~04.446539.4 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 120 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 $1,907,551.56. Dated: September 27,2004 - - Lessor: Banc of America Leasing & Capital, LLC 555 California Street, 4th Floor San Francisco, California 94104 Lessee: City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 By:~~J~ . medal, Vice President ByJ-~~ 'J'rge . Gonzalez, Manager ::~f~ Robert Parcher, City Clerk APPROVED AS TO FORM & LANGUAGE & OR EXECUTION cyr )..7, ~1- Date ~04.446539.4 2- EXHIBIT A-I RENTAL PAYMENT SCHEDULE Rental Rental Payment Payment Principal Purchase Date Amount(l) Portion Price(2) Sep-27-04 $1,907,551.56 - Jan-0l-05 $59,503.56 $48,376.40 1,859,175.16 Apr-Ol-05 * 41,609.92 1,817,565.25 Jul-0l-05 * 41,842.31 1,775,722.94 Oct-Ol-05 * 42,076.00 1,733,646.94 Jan-Ol-06 * 42,310.99 1,691,335.95 Apr-Ol-06 * 42,547.30 1,648,788.65 Jul-0l-06 * 42,784.92 1,606,003.73 Oct-Ol-06 * 43,023.88 1,562,979.85 Jan-Ol-07 * 43,264.17 1,519,715.68 Apr-Ol-07 * 43,505.80 1,476,209.89 Ju1-01-07 * 43,748.78 1,432,461.11 - Oct-Ol-07 * 43,993.11 1,388,468.00 Jan-Ol-08 * 44,238.81 1,344,229.18 Apr-Ol-08 * 44,485.89 1,299,743.29 Jul-0l-08 * 44,734.34 1,255,008.95 - Oct-Ol-08 * 44,984.18 1,210,024.77 Jan-Ol-09 * 45,235.42 1,164,789.35 Apr-Ol-09 * 45,488.06 1,119,301.29 Ju1-01-09 * 45,742.11 1,073,559.18 - Oct-01-09 * 45,997.58 1,027,561.60 Jan-Ol-1O * 46,254.48 981,307.12 Apr-Ol-1O * 46,512.81 934,794.31 Ju1-01-1O * 46,772.58 888,021.73 Oct-Ol-1O * 47,033.81 840,987.93 - Jan-Ol-ll * 47,296.49 793,691.44 -;04.446539.4 Exhibit A-I Page 1 Apr-Ol-11 * 47,560.64 746,130.80 Jul-0l-ll * 47,826.27 698,304.53 Oct-Ol-11 * 48,093.38 650,211.15 Jan-01-12 * 48,361.98 601,849.17 Apr-01-12 * 48,632.08 553,217.10 Jul-01-12 * 48,903.69 504,313.41 Oct-Ol-12 * 49,176.82 455,136.59 Jan-OI-13 * 49,451.47 405,685.12 - Apr-OI-13 * 49,727.66 355,957.47 Jul-OI-13 * 50,005.38 305,952.08 Oct-OI-13 * 50,284.66 255,667.42 Jan-01-14 * 50,565.50 205,101.91 Apr-01-14 * 50,847.91 154,254.00 Jul-01-14 * 51,131.90 103,122.10 Oct-01-14 * 51,417.47 51,704.64 Jan-Ol-15 * 51,704.64 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." - - - "104.446539.4 Exhibit A-I Page 2 - (2) The Purchase Option Commencement Date shall be September 27, 2004. 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.a~ . rge . Gonzalez, Ity anager 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 CUTION - ~04.446539.4 Exhibit A-I Page 3 ... EXHIBIT A-2 EQUIPMENT DESCRIPTION VENDOR COST Year Life Make Model - MOTOROLA $537,115.90 2004 10 MOTOROLA FNE EQUIPMENT MOTOROLA 537,111.59 2004 10 MOTOROLA FNE EQUIPMENT MOTOROLA 242,500.00 2004 10 MOTOROLA FNE EQUIPMENT MOTOROLA 590,824.07 2004 10 MOTOROLA FNE EQUIPMENT - TOTAL $1,907,551.56 - - - - - - - - ->04.446539.4 Exhibit A-2 Page 1 -' , : FOLEY October 12,2004 FOLEY & LARDNER LLP ATTORNEYS AT LAW ONE INOEPENDENT DRIVE SUITE 13 JACKSONVILLE, FL 32202.3510 P. O. BOX 240 JACKSONVilLE, FL 32201.0240 904.359.2000 TEL 904.359.8700 FAX www.foley.com .. CLIENT/MATTER NUMBER 026295.0111 - VIA FEDERAL EXPRESS/ OVERNIGHT DELIVERY - Internal Revenue Service Center Ogden, UT 84201 Re: Schedules of Property Nos. 8, 9 and 10 to Master Equipment Lease/Purchase Agreement, between Banc of America Leasing & Capital, LLC, as Lessor, and City of Miami Beach, Florida, as Lessee Ladies and Gentlemen: - On behalf of the City of Miami Beach, Florida, we file herewith the enclosed Form 8038-G Information Return for Tax-Exempt Governmental Obligations, with respect to the above-referenced financing, completed September 27,2004. Enclosures - BRUSSELS CHICAGO DETROIT JACKSONVILLE LOS ANGELES MADISON MILWAUKEE ORLANDD SACRAMENTO SAN DIEGO SAN DIEGO/DEL MAR SAN FRANCISCO SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. WEST PALM BEACH 004.451376.1 - > - - - - - - - Form 8038-6 Information Return for Tax-Exempt Governmental Obligations ~ Under Internal Revenue Code section 149(e) ~ See separate Instructions. Caution: If the issue price is under $100,000, use Form B03B-GC. Authorit If Amended Return, check here ~ 0 2 Issuer's employer identification number 59 : 6000372 Room/suite 4 Report number 3 OMS No. 1545-0720 (Rev. November 2000) 3 Re ortin Issuer's name City of Miami Beach, Florida Number and street (or P.O. box if mail is not delivered to street address) 1700 Convention Center Drive 5 City. town, or post office, state, and ZIP code 6 Date of issue Miami Beach, Florida 33139 09/27/04 7 Name of issue 8 CUSIP number Master/Lease Purchase of Equipment; Schedules of Property Nos. 8, 9 & 10 n/a 9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative Patricia D. Walker, Chief Financial Officer ( 305 ) 673.7466 T e of Issue (check a licable box(es) and enter the issue rice) See instructions and attach schedule !ZI Education 11 3,039,863 o Health and hospital 12 o Transportation . 13 o Public safety. . 14 o Environment (including sewage bonds) 15 o Housing . 16 o Utilities 17 o Other. Describe ~ 18 If obligations are TANs or RANs, check box ~ 0 If obligations are BANs, check box ~ 0 If obli ations are in the form of a lease or installment sale, check box ~ ~ Oescri tion of Obli ations. Com lete for the entire issue for which this form is bein (d) Weighted average maturity (c) Stated redemption price at maturity (el Yield (b) Issue price VAR % 22 23 24 25 26 27 28 29 30 01/0112015 $ 3,039,863 $ Uses of Proceeds of Bond Issue (includin Proceeds used for accrued interest . . . . . . Issue price of entire issue (enter amount from line 21, column (b)) Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement. . Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior issues Proceeds used to advance refund prior issues Total (add lines 24 through 28) , Nonrefundin roceeds of the issue subtract line 29 from line 23 and enter amount here Oescri tion of Refunded Bonds (Com lete this art onl for refund in Enter the remaining weighted average maturity of the bonds to be currently refunded Enter the remaining weighted average maturity of the bonds to be advance refunded Enter the last date on which the refunded bonds will be called Enter the date(s) the refunded bonds were issued ~ Miscellaneous Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) Enter the final maturity date of the guaranteed investment contract ~ Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a 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 issue ~ If the issuer has designated the issue under section 265(b)(3)(B)(i)(llI) (small issuer exception), check box ~ 0 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ~ 0 If the issuer has identified a hed e, cheCk box ~ 0 Under penal' f perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, Lar ~ ~ Signature of issuer"s authorized representative 3,039,863 24 25 26 27 28 o 3,039,863 years years 31 32 33 34 35 36a b 37 b 38 39 40 Sign Here 09/27/04 ~ Patricia D. Walker, Chief Financial Officer ,.. Type or print name and title Cat. No. 63773S Form 8038-G (Rev. 11-2000) Date For Paperwork Reduction Act Notice. see page 2 of the Instructions. @ ... F.edEx ~ Track Page 1 of 1 Track Shipments Detailed Results G) Q~il::~J::telp Tracking number Signed for by Ship date Delivery date 791360188991 K.PIERCE Oct 12, 2004 Oct 13, 200410:04 AM Reference Delivery location Delivered to Service type Weight 070207-0113 OGDEN, UT Shipping/Receiving Priority Envelope 1.0Ibs. Status Delivered Date/Time Activity Location Details Oct 13, 2004 10:04 AM Delivered OGDEN, UT 8:17 AM At local FedEx facility OGDEN, UT 7:47 AM On FedEx vehicle for delivery OGDEN, UT 6:30 AM At dest sort facility SALT LAKE CITY, UT 2:28 AM In transit MEMPHIS, TN Departed location 1:34AM In transit MEMPHIS, TN Oct 12, 2004 6:50 PM Picked up JACKSONVillE, ... Fl 4:31 PM left origin JACKSONVillE, Fl 3:35 PM Package data transmitted to FedEx; - package not in FedEx possession Email your detailed tracking results (optional) - Enter your email, submit up to three email addresses (separated by commas), add your message (optional), and click Send email. From L..__M_..._.___...... Add a message to this email. ~ J:O ~Zl ~ - T1 - - - http://fedex.com/Tracking/Detail?ftc_start _ ur1=&totalPieceNum=&backTo=&template J.. 10/15/2004 FedE;c I Ship Manager I Label 7913 6018 8991 From: Origin 10: (904)359-8768 GailT ulpen FOLEY & LARDNER llP One Independent Drive Su~e 1300 JACKSONVIllE, Fl32202 ~. Eqrao lEI CUS09t<<JW5.Cl5 SHIP TO: (801)625-5583 BIU SENDER Ogden Service Center Internal Revenue Service 1973 Rulon White Boulevard - Ogden, UT 84404 Page 1 of 1 Ship Dale: 120CT04 Actual Wgt: 1lB System#: 1303699/1NET1900 Accounl#: S UUUiI.. REF: 070207-0113 11\ 111\ 111111111111111111111111111111111111111 \ 1111111111111111111111\ 111111111111111111111 Delivery Address Bar Code PRIORITY OVERNIGHT WED Deliver By: 130CT04 SLC A2 TRK# 7913 6018 8991 FORM 0201 84404 -UT-US XH OGDA Shipping Label: Your shipment is complete 1. Use the 'Print' feature from your browser to send this page to your laser or inkjet printer. 2. Fold the printed page along the horizontal line. 3. Place label in shipping pouch and affix it to your shipment so that the barcode portion of the label can be read and scanned. Warning: Use only the printed original label for shipping. Using a photocopy of this label for shipping purposes is fraudulent and could result in additional billing charges, along with the cancellation of your Fed Ex account number. Use of this system constitutes your agreement to the service conditions in the current FedEx Service Guide, available on fadex.com. 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Written claims must be filed within strict time limits, see current FedEx Service Guide. - - - https://www.fedex.com/cgi-bin/ship _it/unity/2De Vu7BaTv8CiWw8AdXs8CfQq2BcTz7 ... 10/12/2004 FOLEY November 1, 2004 FOLEY & LARDNER LLP ATTORNEYS AT LAW ONE INDEPENDENT DRIVE SUITE 13 JACKSONVILLE. FL 32202.3510 P. O. BOX 240 JACKSONVILLE. FL 32201.0240 904.359.2000 TEL 904.359.8700 FAX www.foley.com CLIENT /MATTER NUMBER 026295.0111 - VIA FEDERAL EXPRESS/ OVERNIGHT DELIVERY Division of Bond Finance State Board of Administration 1801 Hermitage Blvd., Suite 200 Tallahassee, FL 32308 Re: Schedule of Property Nos. 8,9 and IOdated September 27, 2004 to Master Lease/Purchase Agreement dated October 30, 2001 between the Issuer and Banc of America Leasing & Capital, LLC, as Lessor - Ladies and Gentlemen: - - On behalf of the City of Miami Beach, Florida, we hereby file with you Bond Information Form BF2003/BF2004. No disclosure document was prepared in connection with the above-referenced financing. - Enclosures - BRUSSELS CHICAGO DETROIT JACKSONVILLE LOS ANGELES MADISON MILWAUKEE ORLANDO SACRAMENTO SAN DIEGO SAN DIEGO/DEL MAR SAN FRANCISCO SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON. D.C. WEST PALM BEACH 004.454258.1 - STATE OF FLORIDA DIVISION OF BOND FINANCE LOCAL BOND MONITORING SECTION This form represents an update and compilation of the BF2003, BF2004-A and BF2004-B forms. . Bond Information forms (BF2003) are required to be completed by local governments pursuant to Chapter 19A-1.003, Florida Administrative Code (FAC.). . Bond Disclosure forms BF2004-A (Competitive Sale) or BF2004-B (Negotiated Sale) are required to be filed with the Division within 120 days of the delivery of the issue pursuant to Sections 218.38(1 )(b)1 and 218.38(1 )(c)1. Florida Statutes (F.S.). respectively. . Final Official Statements, if prepared, are required to be submitted pursuant to Section 218.38(1), F.S. . Please complete all items applicable to the Issuer as provided by the Florida Statutes. . PURSUANT TO SECTION 218.369, F.S., ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS. BF2003 BOND INFORMATION FORM PART I. ISSUER INFORM A nON 1. NAME OF GOVERNMENTAL UNIT: City of Miami Beach, Florida - 2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER: 1700 Convention Center Drive. Miami Beach. FL 33139 3. COUNTY IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: Miami- Dade County 4. TYPE OF ISSUER: DISTRICT COUNTY XXX CITY AUTHORITY INDEPENDENT SPECIAL - DEPENDENT SPECIAL DISTRICT SPECIFY OTHER PART II. BOND ISSUE INFORM A TION - 1. NAME OF BOND ISSUE: Schedules of Property Nos. 8, 9 and 10 dated September 27, 2004 to Master LeaselPurchase Aqreement dated October 30, 2001 between the Issuer and Banc of America Leasinq & Capital LLC 2. AMOUNT ISSUED: $3,039.863.07 3. AMOUNT AUTHORIZED: $3,039.863.07 - 4. DATED DATE: 09/27/04 5. SALE DATE: 09/27/04 6. DELIVERY DATE: 09/27/04 7. LEGAL AUTHORITY FOR ISSUANCE: FLORIDA STATUTES Chaoter 166. Florida Statutes SPECIAL ACTS: OTHER 8. TYPE OF ISSUE: GENERAL OBLIGATION SPECIAL ASSESSMENT SPECIAL OBLIGATION REVENUE _ COP (CERTIFICATE OF PARTICIPATION) ~ LEASE-PURCHASE _ BANK LOAN/LINE OF CREDIT - 9. A. IS THIS A PRIVATE ACTIVITY BOND (PAB)? B. 1. IF YES, DID THIS ISSUE RECEIVE A PAB ALLOCATION? 2. IF YES, AMOUNT OF ALLOCATION: $ 10. SPECIFIC REVENUE(S) PLEDGED: (1) PRIMARY Annual nonappropriation clause (2) SECONDARY (3) OTHER(S) YES YES ....2L NO NO 11. A. (1 ) (2) (3) PURPOSE(S) OF THE ISSUE: PRIMARY (See Schedule A attached) SECONDARY OTHER(S) IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING: B. (1) FOR EACH ISSUE REFUNDED LIST: NAME OF ISSUE, DATED DATE, ORIGINAL PAR VALUE (PRINCIPAL AMOUNT) OF ISSUE, AND AMOUNT OF PAR VALUE (PRINCIPAL AMOUNT) REFUNDED. (2) REFUNDED DEBT HAS BEEN: RETIRED OR (3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY? _YES B. IF YES, APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY? DEFEASED NO % 12. TYPE OF SALE: _COMPETITIVE BID .lL-NEGOTIATED _NEGOTIATED PRIVATE PLACEMENT 13. BASIS OF INTEREST RATE CALCULATION, I.E., INTEREST RATE USED TO STRUCTURE THE BOND ISSUE: - NET INTEREST COST RATE (NIC) CANADIAN INTEREST COST RATE (CIG) SPECIFY OTHER: Variable Rate tied to UBOR % % TRUE INTEREST COST RATE (TIC) ARBITRAGE YIELD (ARBI) % % - 14. INSURANCE/ENHANCEMENTS: AGIC AMBAC HUD MBIA NGM _ LOC (LETTER OF CREOIT) --1LNOT INSURED CGIC CLlC SPECIFY OTHER FGIC FSA 15. RATING(S): MOODY'S -LNOT RATED S&P FITCH DUFF & PHELPS SPECIFY OTHER 16. DEBT SERVICE SCHEDULE: ATTACH COMPLETE COPY OF SCHEDULE PROVIDING THE FOLLOWING INFORMATION: (See Schedule B attached) MATURITY DATES (MO/DAYIYR) COUPON/INTEREST RATES ANNUAL INTEREST PAYMENTS PRINCIPAL (PAR VALUE) PAYMENTS MANDATORY TERM AMORTIZATION - 17. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: (See Schedule B attached) 18. PROVIDE THE NAME AND ADDRESS OF THE - PURCHASER. Banc of America Leasina & Capital LLC (Purchaser/Lessor) 555 California Street. 4t~ Floor San Francisco. CA 94104 SENIOR MANAGING UNDERWRITER OR SOLE - 004.446541.1 19. PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE. --L NO BOND COUNSEL -2L NO FINANCIAL ADVISOR NO OTHER PROFESSIONALS BOND COUNSEL(S): FINANCIAL ADVISOR(S)/CONSUL TANTS(S): .... OTHER PROFESSIONALS: .... Folev & Lardner LLP (Bank Counsel) 200 Laura Street Jacksonville. FL 32202 20. PAYING AGENT: 21. REGISTRAR: 22. COMMENTS: XXX NO PAYING AGENT XXX NO REGISTRAR -- PART III. RESPONDENT INFORM A TION FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT: Name and Title Larry Anonuevo. Jr. Company Banc of America LeasinQ & Capital .... INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If different from above): Phone 415.756.1873 Name and Tille Emilv F. Diaz. ESQ. Company Foley & Lardner Date Report Submitted September 27.2004 Phone 904.359.8735 BF2004-A and BF2004.B NOTE: THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLETED IN FULL FOR ALL BOND ISSUES EXCEPT THOSE SOLD PURSUANT TO SECTION 154 PART III; SECTIONS 159 PARTS II, III OR V; OR SECTION 243 PART II, FLORIDA STATUTES. .... 23. ANY FEE, BONUS, OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY SUCH PLACEMENT AGENT OR CONSULTANT: -2L NO FEE, BONUS OR GRATUITY PAID BY PLACEMENT AGENT OR FINANCIAL CONSULTANT (1) COMPANY NAME. FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (2) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (3) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: -- 004.446541.1 (4) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: 24. ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE, INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS: ~ NO FEES PAID BY ISSUER (1) COMPANY NAME: FEE PAID: SERVICE PROVIDED or FUNCTION SERVED: (2) COMPANY NAME FEE PAID: SERVICE PROVIDED or FUNCTION SERVED: (3) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (4) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: - - PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF EXECUTIVE OFFICER OF THE GOVERNING BODY OF THE UNIT OF LOCAL GOVERNMENT OR THE GOVERNMENTAL OFFICER PRIMARILY PONSIBLE FOR COORDINATING THE ISSUANCE OF THE BONDS: NAME (Typed/Printed): Patricia D. Walker TITLE: Chief Financial Officer SIGNATURE: ku~ DATE: September 27.2004 BF2004-B ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE 25. MANAGEMENT FEE CHARGED BY UNDERWRITER: OR UNDERWRITER FEE: ~ NO MANAGEMENT FEE OR UNDERWRITER FEE 26. UNDERWRITER'S EXPECTED GROSS SPREAD: ~ NO GROSS SPREAD $ $ PER THOUSAND PAR VALUE. $ PER THOUSAND PAR VALUE. BF2004-B ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE - 25. MANAGEMENT FEE CHARGED BY UNDERWRITER: OR UNDERWRITER FEE: ~ NO MANAGEMENT FEE OR UNDERWRITER FEE 26. UNDERWRITER'S EXPECTED GROSS SPREAD: ~ NO GROSS SPREAD $ $ PER THOUSAND PAR VALUE. $ PER THOUSAND PAR VALUE. 004.446541.1 - PART IV. CONTINUING DISCLOSURE INFORMA TlON In order to better serve local governments, the Division of Bond Finance will remind issuers as their deadlines approach for filing continuing disclosure information required by SEe Rule 15c2-12. based on the following information: 27. Is the Issuer required to provide continuing disclosure information in accordance with SEC Rule 15c2-12? Yes X No 28. If yes, on what date is the continuing disclosure information required to be filed? 29. Provide the following information regarding the person(s) responsible for filing continuing disclosure information required by SEC Rule 15c2-12 and the continuing disclosure agreement (including other obligated parties, if appropriate). Name: Title: Mailing Address: Telephone Number: Fax Number: E-mail address (if e-mail notification is requested): PART V. RETURN THIS FORM AND THE FINAL OFFICIAL STA TEMENT, IF ONE WAS PREPARED, TO: COURIER DELIVERIES: Division of Bond Finance MAILING ADDRESS: DIVISION OF BOND FINANCE State Board of Administration STATE BOARD OF ADMINISTRATION 1801 Hermitage Blvd., Suite 200 P. O. Drawer 13300 Tallahassee, FL 32308 Tallahassee, FL 32317-3300 904/488-4782 904/413-1315 Phone: FAX: REVISED: Fed. 1996/bf0304/ - 004.446541. 1 SCHEDULE A IIA. Purpose(s) of the Issue The purpose of the issue is to lease and acquire from the Lessor various items of equipment for use in the City of Miami Beach, Florida, including cars and light trucks, heavy equipment, vehicles and other equipment. - - - 004.446541.1 - SCHEDULE B 16 and 17. Rental Payment Schedules and Prepayment Provisions Rental Payment Schedules (5- Y ear Schedule) Rental Rental Payment Payment Principal Purchase Date Amount(l) Portion Price(2) Sep-27-04 $889,045.27 - Jan-Ol-05 $50,967.67 $46,046.31 842,998.96 Apr-O 1-05 * 40,066.95 802,932.01 Jul-Ol-05 * 40,279.31 762,652.70 Oct-Ol-05 * 40,492.79 722,159.91 Jan-Ol-06 * 40,707.40 681,452.51 Apr-Ol-06 * 40,923.15 640,529.36 Jul-Ol-06 * 41,140.04 599,389.32 Oct-Ol-06 * 41,358.09 558,031.23 Jan-Ol-07 * 41,577.28 516,453.95 Apr-Ol-07 * 41,797.64 474,656.30 - Jul-Ol-07 * 42,019.17 432,637.13 Oct-Ol-07 * 42,241.87 390,395.26 Jan-Ol-08 * 42,465.75 347,929.51 Apr-Ol-08 * 42,690.82 305,238.68 Jul-0l-08 * 42,917.08 262,321.60 Oct-Ol-08 * 43,144.55 219,177.05 Jan-Ol-09 * 43,373.21 175,803.84 Apr-Ol-09 * 43,603.09 132,200.75 - Jul-Ol-09 * 43,834.19 88,366.57 Oct-Ol-09 * 44,066.51 44,300.06 Jan-Ol-lO * 44,300.06 1.00 - - 004.446541.1 (7 -Year Schedule) - Rental Rental Payment Payment Principal Purchase Date Amount(l) Portion Price(2) Sep-27-04 $243,266.24 Jan-01-05 $10,351.80 $8,967.07 234,299.17 Apr-Ol-05 * 7,768.33 226,530.83 Jul-01-05 * 7,810.67 218,720.16 - Oct-Ol-05 * 7,853.24 210,866.93 Jan-01-06 * 7,896.04 202,970.89 Apr-01-06 * 7,939.07 195,031.82 Jul-Ol-06 * 7,982.34 187,049.48 Oct-Ol-06 * 8,025.84 179,023.64 Jan-Ol-07 * 8,069.58 170,954.05 Apr-01-07 * 8,113.56 162,840.49 Jul-Ol-07 * 8,157.78 154,682.71 Oct-Ol-07 * 8,202.24 146,480.47 Jan-Ol-08 * 8,246.94 138,233.52 Apr-Ol-08 * 8,291.89 129,941.64 - Jul-Ol-08 * 8,337.08 121,604.56 Oct-Ol-08 * 8,382.52 113,222.04 Jan-Ol-09 * 8,428.20 104,793.84 Apr-Ol-09 * 8,474.14 96,319.70 Jul-Ol-09 * 8,520.32 87,799.38 - Oct-O 1-09 * 8,566.76 79,232.62 Jan-Ol-lO * 8,613.44 70,619.18 Apr-Ol-l0 * 8,660.39 61,958.79 Jul-Ol-l0 * 8,707.59 53,251.21 Oct-Ol-lO * 8,755.04 44,496.16 Jan-Ol-ll * 8,802.76 35,693.40 Apr-Ol-11 * 8,850.73 26,842.67 - Jul-Ol-11 * 8,898.97 17,943.70 Oct-Ol-11 * 8,947.47 8,996.23 Jan-01-12 * 8,996.23 1.00 - 004.446541.1 - (10- Y ear Schedule) Rental Rental Payment Payment Principal Purchase Date Amount(1) Portion Price(2) Sep-27-04 $1,907,551.56 Jan-01-05 $59,551.37 $48,344.50 1,859,207.06 Apr-Ol-05 * 41,577.13 1,817,629.92 Jul-O 1-05 * 41,811.01 1,775,818.92 Oct-Ol-05 * 42,046.19 1,733,772.73 Jan-Ol-06 * 42,282.70 1,691,490.02 Apr-Ol-06 * 42,520.54 1,648,969.48 Ju1-01-06 * 42,759.72 1,606,209.76 Oct-Ol-06 * 43,000.24 1,563,209.51 Jan-Ol-07 * 43,242.12 1,519,967.39 Apr-Ol-07 * 43,485.36 1,476,482.03 Ju1-01-07 * 43,729.96 1,432,752.07 Oct-Ol-07 * 43,975.94 1,388,776.13 Jan-Ol-08 * 44,223.31 1,344,552.82 - Apr-01-08 * 44,472.06 1,300,080.75 Ju1-01-08 * 44,722.22 1,255,358.53 Oct-Ol-08 * 44,973.78 1,210,384.75 - Jan-Ol-09 * 45,226.76 1,165,157.99 Apr-Ol-09 * 45,481.16 1,119,676.83 Ju1-01-09 * 45,736.99 1,073,939.84 Oct-01-09 * 45,994.26 1,027,945.57 Jan-Ol-1O * 46,252.98 981,692.59 - Apr-Ol-l0 * 46,513.15 935,179.44 Jul-OI-1O * 46,774.79 888,404.65 Oct-Ol-1O * 47,037.90 841,366.75 Jan-Ol-ll * 47,302.49 794,064.26 Apr-Ol-ll * 47,568.56 746,495.70 Jul-O 1-11 * 47,836.14 698,659.56 Oct-Ol-ll * 48,105.21 650,554.35 Jan-01-12 * 48,375.81 602,178.54 - Apr-01-12 * 48,647.92 553,530.62 Jul-01-12 * 48,921.56 504,609.06 Oct-01-12 * 49,196.75 455,412.31 Jan-01-13 * 49,473.48 405,938.83 Apr-OI-13 * 49,751.77 356,187.06 004.446541.1 - Jul-OI-13 * 50,031.62 306,155.44 Oct-OI-13 * 50,313.05 255,842.39 - Jan-01-14 * 50,596.06 205,246.33 Apr-01-14 * 50,880.66 154,365.66 Jul-01-14 * 51,166.87 103,198.80 Oct-01-14 * 51,454.68 51,744.11 Jan-01-15 * 51,744.11 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." - (2) The Purchase Option Commencement Date shall be September 27,2004. 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. - - 004.446541 .1 FedEx I Track - FecExe - l)Dil!ldS!gJ!l~.tJ.om!l Page 1 of2 IDfo!m-,~.!ion..C!ln!!lr 1 Custom Package,l Envelope 5ervKe5 Isearch I Office l Print Services '11 Freight Services II Expedited Servl I Ship I Manage My Account Track IllnternatlonalToolS Track Shipments Detailed Results @ Printab!!l.Y!l[~iQn CD Qu!c;JLtJ.!1Jp Tracking number Signed for by Ship date Delivery date Status DatefTime Nov 2, 2004 - Nov 1, 2004 - You can also track: . F!lgE_l,-IH~JI shiPffi!1DtS. .6y~m<:ljllr .6.Y.,"Ee_~U;~tY SQluJi9ns. 792126694882 J.LENARD Nov 1, 2004 Nov 2, 2004 9:17 AM Reference Delivery location Delivered to Service type Weight 026295-0111 Tallahassee, FL ReceptionisVFront Desk Priority Envelope 0.5Ibs. Delivered Activity Location 9:17 AM Delivered Tallahassee, FL 7:38 AM On FedEx vehicle for delivery TALLAHASSEE, FL 7:28 AM At local FedEx facility TALLAHASSEE, FL 6:26 AM At dest sort facility TALLAHASSEE, FL 4:31 AM Departed FedEx location MEMPHIS, TN 2:21 AM Arrived at FedEx location MEMPHIS, TN 11:44 PM Departed Fed Ex location MEMPHIS, TN 6:51 PM Picked up JACKSONVILLE, FL 6:11 PM Left origin JACKSONVI LLE, FL 3:33 PM Package data transmitted to Fed Ex; package not in FedEx possession Wrong Address? Reduce future mistal Details Fed!;xMdr!l~~_Ch!l' Shipping Freight? FedEx has L TL, air surface and airexP Jl1JJltL pi!1ce P<:Ick<:l9' and QceflnJr.!1igbJ -- Email your detailed tracking results (optional) Enter your email, submit up to three email addresses (separated by commas), add your message (optional), and click Send email. - From I - - ~ .. - i' , m,,~g' to Ihl, ,m,11 jlflI :L-", it To I <:?JQQ<!JtJQme 1.5.e.00.ge InfQ 1 ,A,b.ou.!EedJ:;x 1 Jnv.e~IQ!BeJlitiQD.l; I C.<!!!1.eJJ;.1 fedex.cQ-'T!.TeLms jlflI' http://fedex.com/Tracking?ascend_header= 1 &clienttype=dotcom&cntry _ code=us&langu... 11/02/2004 FedEx I Ship Manager I Label 7921 26694882 From: Origin 10 (904)359-8768 GaiIT urpen FOLEY & LARDNER LLP One Independent Drive Suite 1300 JACKSONVlUE, FL 32202 ~. ~ CUJ091<<WOSJ06 - SHIP TO: (850)448-4782 BILL SENDER Sharon Williams Division of Bond Finance Suite 200 1801 Hermitage Blvd. Tallahassee, FL 32308 - - Page 1 of 1 Ship Date: 01NOV04 Actual Wg1: 1 LB System#: 1303699flNET2000 Account#: S ,,"uu,*u,," REF: 026295-0111 1111111111111111111111111111111111111111 Delivery Address Bar Code PRIORITY OVERNIGHT TUE Deliver By: 02NOV04 TLH A2 TRK# 7921 2669 4882 FORM 0201 32308 -FL-US XH TLHA Shipping Label: Your shipment is complete 1. Use the 'Print' feature from your browser to send this page to your laser or inkjet printer. 2. Fold the printed page along the horizontal line. 3. Place label in shipping pouch and affix it to your shipment so that the barcode portion of the label can be read and scanned. Warning: Use only the printed original label for shipping. Using a photocopy of this label for shipping purposes is fraudulent and could result in additional billing charges, along with the cancellation of your Fed Ex account number. Use of this system constitutes your agreement to the service conditions in the current FedEx Service Guide, available on fedex.com. FedEx will not be responsible for any claim in excess of $1 00 per package, whether the result of loss. damage. delay, non-delivery. misdelivery, or misinformation, _. unless you declare a higher value. pay an additional charge, document your actual loss and file a timely claim. Limitations found in the current F edEx Service Guide appiy. 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Written claims must be filed within strict time limits, see current _ Fed Ex Service Guide. - - - https:/ /www.fedex.com/cgi-bin/ ship_it/unity /OHcQxOEj Tv8Dh TtSJ cSt6AcSr3 BcQrOldS... 11/01/2004 CERTIFICATE REQUIRED BY SECTIONS 218.385(2) AND (3), FLORIDA STATUTES - September 27,2004 - The Honorable Mayor and City Commission of the City of Miami Beach, Florida Miami Beach, Florida Re: Master Equipment LeaseIPurchase 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 connection with the Master Equipment Lease/Purchase Agreement, dated October 30, 2001, by and between the City of Miami Beach, Florida (the "City") and us, we have agreed to finance the leases of equipment described in Schedules of Property Nos. 8, 9 and 10, _ dated September 27, 2004 (the "Schedules") to the Master Equipment LeaseIPurchase Agreement upon the terms and conditions set forth therein and in the Master Equipment LeaseIPurchase Agreement. The purpose of this letter is to furnish the City with information in connection with the obligations described in the Schedules, as required by the provisions of Section _ 218.385(2) and 218.385(3), Florida Statutes, as amended. 1. The City is proposing to enter into the obligations represented by the Master _ Equipment LeaseIPurchase Agreement and the Schedules for the purpose of financing the cost of certain equipment, including cars, light trucks, other vehicles and other equipment. The obligations are expected to be repaid over a period of ten (10) years. Assuming the initial interest rates specified in the Schedules (which are subject to adjustment) remain constant throughout the life of the obligation, total interest paid over the life of the obligation would be approximately $306,379.08. - The source of repayment or security for the obligations is funds budgeted and appropriated to satisfy such obligations on an annual basis, subject to the City's right to nonappropriate in any given year and terminate the obligations. Authorizing the obligations and budgeting and appropriating sufficient funds to pay such obligations each year will result in an average of approximately $334,624.22 of such revenues not being available to finance other services each year for approximately ten (10) years, assuming the initial interest rates specified in the Schedules (which are subject to adjustment) remain constant throughout the life of the obligation. - - 004.447979.1 - We understand that the statements set forth in paragraphs numbered I and 2 are for informational purposes only and shall not affect or control the actual terms and conditions of the obligations. BANC OF AMERICA LEASING & CAPITAL, LLC By: resident - - - - 2 004.447979.1 : FOLEY September 23,2004 FOLEY & LARDNER LLP ATTORNEYS AT LAW ONE INDEPENDENT DRIVE. SUITE 1300 JACKSONVILLE, FLORIDA 32202.5017 904.359.2000 TEL 904.359.8700 FAX www.foley.com - WRITER'S DIRECT LINE 904.359.8735 ediaz@foley.com EMAIL CLIENT/MATTER NUMBER 02625.0111 Division of Bond Finance Attn: Ms. Sharon Williams State Board of Administration 1850 Hermitage Boulevard, Suite 200 Tallahassee, FL 32308 Re: Schedules of Property Nos. 8,9 and 10, to Master Equipment LeaselPurchase Agreement, dated October 30, 2001, between Banc of America Leasing & Capital, LLC, as Lessor, and City of Miami Beach, Florida, as Lessee TO THE DIVISION OF BOND FINANCE: On behalf ofthe City of Miami Beach, Florida (the "City"), a municipality of the State of Florida, we hereby notify you that the City expects to enter into the above-referenced financing with Banc of America Leasing & Capital, LLC, as lessor, on September 27, 2004. If you have any questions in this regard, please do not hesitate to call me. Sincerely yours, ~ -: i-FPz~ Emily . Diaz cc: Ms. Gail Smedal, Banc of America Leasing & Capital, LLC - - - - BRUSSELS CHICAGO OETROIT JACKSONVILLE LOS ANGELES MAOISON MILWAUKEE NEW YORK ORLANOO SACRAMENTO SAN OIEGO SAN OIEGO/OEL MAR SAN FRANCISCO SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON. O.C. WEST PALM BEACH 004.447302.1 P. 1 * * * COMMUN ICATION RESULT REPORT ( SEP, 23. 2004 2: 43PM ) t * * TTI FOLEY LARDNER -FILE MODE OPTION ADDRESS (GROUP) RESULT - PAGE 3858-MEMORY-TX----------------------------1530#026295#0111#18504131315#~---~~~-------~/2-~-- - - -------------------------------------------------------------------------------------------~-------- - FEASON FOF EFR.OR E-1) HANG UP OR LINE FAIL E-3) NO ANSWEF E-2) BUSY E-4) NO FACSIMILE CONNECTION : FOLEY FOLEY .. LARDNER LLP ATTORNEYS AT LAW ONE INDEPENDENT DRIVE, SUITE 1300 JACKSONVILLE. FL 32202.5017 P. O. BOX 240 JACKSONVILLE, FL 32201.0240 TELEPHONE: 904.359.2000 FACSIMILE: ~04.359.e700 WWW.FOLEY.COM - - FACSIMILE TRANSMISSION - - TO: Sharon Williams' Division of Bond Finance Total # of Pages .d.- (including this page) PHONE #: (850) 488-4782 ~ FAX#: 850-413-1~15 _ - From: Emily F, Diaz Date: September 23,2004 Client/Matter No: 026295-0111 User 10 No: 1530 - MESSAGE: :FOLEY FOLEY & lARDNER llP ATTORNEYS AT LAW ONE INDEPENDENT DRIVE, SUITE 1300 JACKSONVILLE, FL 32202.5017 P. O. BOX 240 JACKSONVILLE, FL 32201.0240 TELEPHONE: 904.359.2000 FACSIMILE: 904.359.8700 WWW.FOLEY.COM FACSIMILE TRANSMISSION Total # of Pages a.. (including this page) TO: PHONE #: FAX#: Sharon Williams (850) 488-4782 850-413-1315 Division of Bond Finance From: Emily F. Diaz Date: September 23,2004 Client/Matter No: 026295-0111 User ID No: 1530 MESSAGE: - If there are any problems with this transmission or if you have not received all of the pages, please call . - Operator: Time Sent: Return Original To: Gail G. Tur en CONFIDENTIALITY NOTICE: THE INFORMATION CONTAINED IN T ACSIMILE MESSAGE IS INTENDED ONLY FOR THE PERSONAL AND CONFIDENTIAL USE OF THE DESIGNATED RECIPIENTS ABOVE. THIS MESSAGE MAY BE AN ATTORNEY-CllENT COMMUNICATION, AND AS SUCH IS PRIVILEGED AND Al. IF THE READER OF THIS MESSAGE IS NOT THE INTENDED RECIPIENT OR ANY AGENT RESPONSIBLE FOR DELIVERING IT TO THE INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT YOU HAVE RECEIVED THIS DOCUMENT IN ERROR, AND THAT ANY REVIEW, DISSEMINATION, DISTRIBUTION OR COPYING OF THIS MESSAGE IS STRICTLY PROHIBITED. IF YOU HAVE RECEIVED THIS COMMUNICATION IN ERROR, PLEASE NOTIFY US IMMEDIATELY BY TelEPHONE AND RETURN THE ORIGINAL MESSAGE TO US BY MAIl. THANK YOU. - XXX.XXXXXX.XA Cover Page 1 of 1 FOLEY & LARDNER LLP 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. 8, 9 and 10, dated September 27, 2004, to that certain Master Equipment LeaseIPurchase 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. Signature Name of Official Title -----...,. . Richard Steinberg Vice Mayor ~ Jorge M. Gonzalez City Manager )---0- ~ BY~~ ~w1UA Robert Parcher, City Clerk Date: September 27,2004 (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 AS TO FORM & LANGUAGE & FOR CUTION -04.447305.1 t! 3 --oV ESSENTIAL USE/SOURCE OF FUNDS CERTIFICATE Bane of America Leasing & Capital, LLC 555 California Street, 4th Floor San Francisco, California 94104 Re: Master Equipment LeaselPurchase Agreement dated October 30, 2001; Schedule of Property Nos. 8, 9 and 10, dated September 27,2004 ..... 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: September 27,2004 CITY OF MIAMI BEACH, FLORIDA BYeJ~ ~ . . rge Gonzalez, 1 ager ..... APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION h{~. I}' ).. 1- 0( 6<-! Date ..... 004.447305.1 ACCEPTANCE CERTIFICATE Bane of America Leasing & Capital, LLC 555 California Street, 4th Floor San Francisco, California 94104 Re: Schedule of Property Nos. 8, 9 and 10, dated September 27, 2004, to Master Equipment LeaseIPurchase 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 LeaseIPurchase Agreement, dated October 30, 2001 (the "Agreement"), the undersigned Lessee hereby 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. 8,9 and 10, dated September 27,2004 (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. 3. 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: September 27,2004 Lessee: CITY OF MIAMI BEACH, FLORIDA - By: APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION -:'04.447305.1 /111 l!J(/)v.J..!JJM.. ~- J..~ -oy ~Da CERTIFICATE AS TO COMPLIANCE WITH INTEREST RATE LIMITATION UNDER F.S. SECTION 215.84 Re: Master Equipment LeaseIPurchase Agreement, dated October 30,2001, and Schedule of Property Nos. 8,9 and 10, dated September 27,2004 ... 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 Bane of America Leasing & Capital, LLC, under the captioned Master Equipment LeaseIPurchase 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 2.12% under Schedule of Property No.8, 2.18% under Schedule of Property No.9, and 2.25% under Schedule of Property No. 10, respectively, each of which is less than 7.66%, representing The Bond Buyer "20 Bond Index" published immediately preceding September 1,2004 (August 26,2004) plus 300 basis points. Date: September 27,2004 CITY OF MIAMI BEACH, FLORIDA By:-J~ ~~. orge . Gonzalez, City anager ... APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION l04.447305.1 4i1 J4tJp.LdI- OL ~ 1. '0\1 ~. ate - [See Tab 11 of Master Equipment Lease Purchase Transcript] - - - - - OFFICE OF THE CITY ATTORNEY <6~ tfJ/Uomi 1J~ F L o R o A MURRAY H. DUBBIN City Attorney Telephone: Telecopy: (305) 673-7470 (305) 673-7002 - September 27, 2004 - Banc of America Leasing & Capital, LLC 555 California Street, 4th Floor San Francisco, California 94104 - Re: Schedule of Property Nos. 8, 9 and 10, each dated September 27, 2004, to Master Equipment Lease/Purchase Agreement, dated October 30, 2001, between Banc 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 Banc of America Leasing & Capital, LLC (the "Lessor") and the Lessee (the "Agreement"), and an executed counterpart of Schedule of Property Nos. 8, 9 and 10, dated September 27,2004, 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 oflaw as I have deemed necessary in connection with the following opinions. The Schedules and the terms and provisions of the Agreement incorporated 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 ofthe 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. - 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 determined, 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, 'Ub~ City Atto ey ..- ..- OFFICE OF THE CITY ATTORNEY - 1700 CONVENTION CENTER ORIVE - MIAMI BEACH, FLORIDA 33139 - - ACKNOWLEDGEMENT - The undersigned authorized representatives of Banc of America Leasing & Capital, LLC and the City of Miami Beach, Florida (collectively, the "Parties") hereby acknowledge and agree that (i) Schedules of Property Nos. 5, 6 and 7, each dated as of December 23, 2003 (the "Schedules"), entered into between the Parties, incorrectly states the date of the Master Lease/Purchase Agreement (the "Agreement") between the Parties as December 23, 2003; (ii) the correct date of the Agreement is October 30, 2001; and (iii) the Schedules are hereby amended accordingly to reflect such correct date. - Date: September 27,2004 - BANC OF AMERICA LEASING & CAPITAL, LLC CITY OF MIAMI BEACH, FLORIDA BY:~ ~ 1-n-<--~1 medal, VIce PresIdent ~ku- By: Patricia D. Walker, Chief Financial Officer - - - - - - APPROVED MTO FORM & LANGUAGE & FOR EXECUTION - 111 ~ 11'" - c:)~ >-~.. / City~ - 004.447988.1 CITY OF MIAMI BEACH, FLORIDA SCHEDULE OF PROPERTY NOS. 8,9 AND 10 OF MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT WITH BANC OF AMERICA LEASING & CAPITAL LLC DISTRIBUTION LIST Lessee City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, FL 33139 Patricia D. Walker Chief Financial Officer TEL: FAX: e-mail: (305) 673-7574 (305) 673-7795 twalkerlalmiamibeachfl.gov Ramon Duenas, Treasury Manager TEL: (305) 673-7000 (x 6445) FAX: (305) 673-7795 e-mail: rduenaslalmiamibeachfl.gov Ramon Suarez, Accounting TEL: (305) 673-7000 (x_) FAX: (305) 673-7795 e-mail: ramon. suarezlalmiamibeachfl. gOY Lessor Banc of America Leasing & Capital LLC 555 California Street, 4th Floor San Francisco, CA 94104 Gail Smedal, Vice President TEL: (415) 765-7390 FAX: (415) 343-0533 e-mail: gail.smedallalbankofamerica.com Larry M. Anonuevo, Jf. Assistant Vice President TEL: FAX: e-mail: larrv.anonuevolalbankofamerica.com (415) 765-1873 (415) 343-0533 004.447308.1 028295/0111 Lessor's Counsel Foley & Lardner LLP One Independent Drive, Suite 1300 Jacksonville, FL 32202-5017 Chauncey W. Lever, Jr. TEL: FAX: e-mail: (904) 359-8774 (904) 359-8700 c1everlalfolev.com Emily F. Diaz TEL: FAX: e-mail: (904) 359-8735 (904) 359-8700 ediazlalfolev.com City Attornev City of Miami Beach, Florida 1700 Convention Center Drive, 4th Floor Miami Beach, FL 33139 Murray H. Dubbin, City Attorney TEL: (305) 673-7470 FAX: (305) 673-7002 e-mail: caomblalmiamibeachll.gov