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Home My WebLink AboutContracts & Agreements_215-2003_CCv0001.pdf 5ti ~jam tih Ford Motor Credit Company 1 American Road P.O.Box 1739 Dearborn, Michigan 48121-1739 October 20, 2003 The Honorable Karl N. Haws, Mayor City of Redlands Police Department 35 Cajon Street Redlands, CA 92373 Subject: Master Equipment Lease-Purchase Agreement- Lease No. 3967200 Dear Mayor Haws: Thank you for selecting Ford Motor Credit Company as your Lease-Purchase Finance source. We, at Ford Credit, care about our customers and have a special interest in your continuous satisfaction with our services. For your records, we have enclosed a copy of the signed Master Equipment Lease-Purchase Agreement. Your Schedule (account number) is 3967211. Be sure to refer to Schedule 3967211 should you require assistance. To assist us with the timely processing of your payments, please: • allow seven mail days time to avoid late charges; • include Schedule 3967211 (account number) on your check, and • make check payable to "Ford Motor Credit Company"to our Lockbox: => DEPT 67-434 FORD MOTOR CREDIT- MUNICIPAL P. O. BOX 67000 DETROIT, MI 48267-0434 If I can be of any assistance, please contact me at 1-800-241-4199. Sincerely, J net Doty Municipal Finance Enclosures n Commercial Lending Services PO Box 1739—MD 7500 Dearborn, MI 48126 (313)248-4594 November 11, 2003 City of Redlands Police Department 35 Cajon St. Redlands, CA 92373 Dear Mayor Hawks: Thank you for selecting Ford Motor Credit as your finance source. As stated in section 8 of the lease purchase agreement 3967211,you must provide certificate of title(s) for(9)2004 Ford Crown Victoria, (3)2004 Ford Explorer reflecting Ford Motor Credit as lien holder as soon as possible. We need this information to validate the lease agreement and secure our interest. If you are a title holding state, Credit as lien holder. we will accept copies showing Ford Motor The items needed to title your vehicle(s)is a Certificate of Origin, and/or a title application. These items MUST list the following information in order to ensure our lien has been added and that the title is mailed to the correct address. Ford Motor Credit, Co. P.O. Sox 1739 MD7500 Dearborn,MI 48121 If you have any questions,please feel free to contact Jody Karas at(800)241-4199. As always,we appreciate your business. Thank you, Ford Motor Credit, Co. Municipal Finance Sep OS 03 09: 21a City of Redlands Finance p, 2 AUG 20 2003 17:51 FR FORD MUNICIPPL. 313 390 20?2 TO 91909?987522 P.214/04 Ford Motor Credit Company Munici al Finance A licatinn -3967211 Legal Marne of Municipati ("Lessee") Department Using Equipment("equipment") Years in Operation C 1� of ��i 1.AtJbS ��trcCE t l 5 Federal lD number Co6nty � IJAQ-L�1 Street Address City,State and Zip CA 92-3?3 Billing Address(if different from shove) City,State and Zip CA q 73"13 �O 3D '3ro5 Accounts Payable Contact Person Accounts Payable P one umber ?kl.t� let r q24 1°rg - -75-:56 How will equipment be used? Docs this equipment rsplatme previous equipment9 -yJaT2>9L- cs;replaces equipment purohascd in 14 .- 2,C)= (Yea-r(s)) How many units eurrendy perform this function? ClNo;explain 1/more space it need*!,eantiese an additional sweet. Breakdown of Vehicles in Fleet Public l,ipbility Insurattec coverage limits in the amount of Slmilliort or the Number of Vehicles in Fleet: Aarigc of Model Vear(s) State maximum(if lower)is required. SclfInsured:ONo @'acs; the Appropriated Loss Keserve Amount: SZOO?,- Nam Name of Insurance Provider. CsP.�EF�Ie- -S-_- Zr�--_I d - 2mo Phone Number,includingArca Coda, If mon space is noe4ted,contFund additional AML Genarai Li mn Covera a Limits S O Source of funds for proposed Year End_ 3p Dttte of most recent Audi t�Financial 5tatemrnt: payments: alance: (O 3b OL General Fund S IPJ 04b 1�—�� Funds have been appropriated for the current year: FQYcs ONO ❑ Fund As of 0 a3 Major source of revenue TI kt-A S Sank Reference 2,0 S Bank Contact Name and Phone Number,including Area Code: 1� 0,P ,pttr re�C>A JtiAtR CERWICATLUN 1 am the duty appointed,qualified and acting Asci •;PA0,4 Secrccuy)of die tutee and i cWify as rottnws: (t) Lessee did.at a nxxiing of the govcming body of the t.e3sce held on Awey l� Oaj�by motion duly made,seconded and earned,in acccttdance with ull requirements of law,approve and uuthonae the exau6on cid delivery of the propolcd Leue of the equipment on its behalf by the following representative of the Lessee. Ssnaturc of Aathoriud Of{tsjdl Pr„ int Neter e and tit of Aatherixed ftlClat N. .. ups 1uht�tOf?- 1"his sono fare titre if to besisned by a psrson ourRoiitad by rhe governing body to execute the Lew on brthaljgf the Lesser: (2) 111c meeting of the Ectveming body of the latae at which the Lase was approved and authorized to be executed was duly caltcd,regutuly convected and attended throughout by the requisite rnajority of the rnentbers thereof or oy other apptupriate official spproval and that the action ippmnng the n ar and authorizing the ing n execution thereof has not been altered or rtsctaded. The above-named representative of the L.essce held at the time of such autlrorizutwn and holds at the resent time the oftx set forth above. t3) The cbovc int'ormation is tsue and carmt,to the best pfled-0. t.l �j•( - 1� e- ` � , ( ) ,GcSStsi�'�►-Tt• Fi►Jii1�C.E (Print Name) Jr)DW Uu+tdedr t^�tt'L' $E (SEAL) Datcd Ctp�tt�� fid'' Fi t lA� Subscribed and sworn before rm this_day of - f1i7�Dt1t1.t� i Notary Public An executed Opinion of Counsel will be uired for transactions totalis 2 more than SI00 000. includin Arca Code: Printed Name of Attorney for Lessee: Alto cY Phone and Fats Numbers, g va>s >Mt�ttk�W Rod �8-�5(o Cq� -75° Rm3cd Septemher 2001Ir no OPurion let $E Nt7T Er AN Ott/GtN tL SEA EMynTARIZED Myra �nr+l Ftteawte ArR+lira6an i!reaalred wkeX a nvnsadian tt i10A,000 or lass,AND rt,.�_� nal res:Foal Aletor of CovgRJ preride4 Pleaselas an advance copy ra(319)3913.3183, Matt origiC!*tir Ga.PO has 1739-MD 75011,Demborn.MI 4d721 t 7J9; r1371Y: MunippalFinarccc, ppGaaon(MFA)"°`ccpt*bjv when as ORIGINAL creculad Opinion of Coaasti is Pravidad In this lnsrance the MFA door not ,!COPY ajfkr MtrAldpdi Pu.awcr A need to be notarised and sealed. Pkbrc jag a copy to(313)390-31 3, *� Tz PAGE-04+4� 17 SEP 05 2003 14' 18 PAGE.32 - RM y , OPINION OF COUNSEL With respect to that certain Master Equipment Lease-Purchase Agreement 3967200 dated 09/20/1995 by and between Ford Motor i Company (Lessor) and City of Redlands (Lessee) as Supplemented by Schedule 3967211 thereto (the "Master Agreement"), I am opinion that: (1) Lessee is a political subdivision of the State, and has a substantial amount of one or more of the following sovereign power; f the power to tax, (b) the power of eminent domain,and(c) police power; (2) Lessee has the requisite power and authority to purchase the Equipment(as defined in the Master Agreement)and to execut and deliver the Master Agreement and to perform its obligations under the Master Agreement; (3) the execution, delivery and performance by Lessee of the Master Agreement have been duly authorized by all necessary a on the part of Lessee; (4) the Uniform Commercial Code of the state where the Equipment is located and/or the certificate of title laws of such state govern the method of perfecting Lessor's security interest in the Equipment; j (5) the Master Agreement has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obli atio i Lessee enforceable in accordance with its terms; g (6) there are no suits, proceedings or investigations pending or, to my knowledge, threatened against or affecting Lessee, at law E equity, or before or by any governmental or administrative agency or instrumentality which, if adversely determined, would have a matE adverse effect on the transaction contemplated in the Master Agreement or the ability of Lessee to perform its obligations under the Ma. Agreement and Lessee is not in default under any material obligation for the payment of borrowed money, for the deferred purchase prig property or for the payment of any rent under any lease agreement which either individually or in the aggregate would have the same s effect; and (7) all required public bidding procedures regarding the award of the Master Agreement and the purchase of the Equipment h< been followed by Lessee and no governmental orders, permissions, consents, approvals or authorizations are required to be obtained and registrations or declarations are required to be filed in connection with the execution and delivery of the Master Agreement, torney for Lessee Dan McHugh January 2061-P,ev.ous editions may NOT be used i r r rn ?f r ti y Page 1 SCHEDULE 3967211 - MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT Lease No. 3967200 This Equipment Schedule dated as of 11/4/2003, is being executed by Ford Motor Credit Company ("Lessor"), and City of Redlands ("Lessee"), as a supplement to, and is hereby made a part of that certain Master Equipment Lease- Purchase Agreement dated as of 09/20/1995 ("Lease"), between Lessor and Lessee. Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases from Lessor under and pursuant to the Lease, subject to and upon the terms and conditions set forth in the Lease and upon the terms set forth below, and following items of Equipment: QUANTITY DESCRIPTION (MANUFACTURER, MODEL AND SERIAL NO.) SUPPLIER 9 2004 Ford Crown Victoria Police Vehicles, 2FAHP71 W54X114843, Fairview Ford 2FAHP71 W74X114844, 2FAHP71 W94X114845, 2FAHP71 W04X114846, 2FAHP71 W24X114847, Sales, Inc. 2FAHP71 W44X114848, 2FAHP71 W64X114849, 2FAHP71 W24X114850, 2FAHP71 W44X1148512FAHP71 W44X114851, 1 2004 Ford Explorer XLS, 1 FMDU63W94ZA31320, 2 2004 Ford Explorer XLT's, 1 FMDU63W84ZA25332, 1 FMDU62K14ZA25333 EQUIPMENT LOCATION: City of Redlands Police Department 35 Cajon Street Redlands, CA 92373 Initial Term: 36 Months Commencement Date: 11/4/2003 Periodic Rent: 2 Consecutive Annual in Advance Payments of $100,373.04 each (including interest), followed by one final payment of $100,372.65, due under this Lease. The Periodic Rent Payment also includes any applicable sales/use tax due and payable on the Lease Payment Dates, set forth in Schedule 3967211, Page 2. California Tire Fee: $60.00 and 7.75% State Sales Tax are due and payable at Schedule signing. EXECUTED as of the date first herein set forth. LESSEE: City of Redlands LESSOR: Ford Motor Credit Company Police Department By: 7 4." By: Karl N. Haws Fra astrella Title: Mayor Title: O rations Manager, Municipal Finance Attest: gLorite4Poy , L'ity Clerk Counterpart No. 1 of 1 manually executed and serially numbered counterparts. To the extent this Schedule constitutes chattel paper, no security interest herein may be perfected through the possession of any counterpart other than Counterpart No, 1. SCHEDULE 3967211 - MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT Lease No. 3967200 AMENDMENT That certain Master Equipment Lease-Purchase Agreement, by and between Ford Motor Credit Company ("Lessor") and City of Redlands ("Lessee"), dated as of 09/20/1995 (the "Lease") is hereby amended as follows: Lessee has not issued, and reasonably anticipates that it and its subordinate entities will not issue, tax-exempt obligations (including this Lease) in the amount of more than $10,000,000 during the current calendar year; hereby designates this Lease as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, ("Code"); and agrees that it and its subordinate entities will not designate more than $10,000,000 of their obligations as "qualified tax-exempt obligations" during the current calendar year. Except as amended hereby, the Lease shall otherwise remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the 4th day of November, 2003. LESSEE: City of Redlands LESSOR: Ford Motor Credit Company Police Department By: By: Karl N. Haws Fr astrella Title: Mayor Title: perations Manager, Municipal Finance Attest: Lor Oe Poyze ty Cterk r r -.!.r�li,�''',�'''Ji� 1./r.� .�•' ��`s��^"ku ' ,r'.' /` r;, _ . ,.^. ,'lam s�'r � %" �.�' li� Schedule 3967211 Page 2 Payment Schedule Lease Number: 3967200 APR: 5. 150 Lease Lease Payment Payment Lease Interest Principal Concluding Number Date Payment Portion Portion Payment 1 11 / 4 / 2003 100, 373 .04 0. 00 100, 373 .04 186,238.39 2 11 / 4 / 2004 _100, 373 .04 9, 591.28 90, 781.76 95,456.63 3 11 / 4 / 2005 100, 372.65 4, 916.02 95,456.63 1.00 TOTALS 301, 118.73 14, 507.30 286, 611.43 i frir �� r ? srJo 2p : a ��9y;'l f� � � ��'�"sr�' > ✓ it 1�� '�. �^ '� 3 LESSOR: FORD MOTOR CREDIT COMPANY P. O. Box 1739 Dearborn, MI 48121-1739 DELIVERY AND ACCEPTANCE CERTIFICATE The undersigned Lessee hereby acknowledges receipt of the Equipment described below ("Equipment') as fully installed and in good working condition; and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of the Master Equipment Lease-Purchase Agreement ("Lease") executed by Lessee and Lessor. MASTER LEASE MASTER LEASE SCHEDULE DELIVERY PURCHASE PURCHASE DATE NUMBER 3967211 NUMBER DATE ORDER NO. DATE 09/20/1995 3967200 11/4/2003 1 EQUIPMENT INFORMATION QUANTITY DESCRIPTION (MANUFACTURER, MODEL AND SERIAL NO.) SUPPLIER 2004 Ford Crown Victoria Police Vehicles, 2FAHP71 W54X114843, Fairview Ford g 2FAHP71 W74X114844, 2FAHP71 W94X114845, Sales, Inc. 2FAHP71 W04X114846, 2FAHP71 W24X114847, 2FAHP71 W44X114848, 2FAHP71 W64X114849, 2FAHP71 W24X114850, 2FAHP71 W44X114851, o —1k -pe"t)CgrzD tzeer, of uItcg03 LESSEE: City of Redlands BY: ' ` Police Department 35 Cajon Street Redlands, CA 92373 —� (Title) DATE ACCEPTED: 0' .2 ` r Farm 8038-G Information Return for Tax-Exempt Governmental Obligations ►Under Internal Revenue Code section 149(e) OMB No.1545-0720 (Rev. November 2000) ► See separate Instructions Department of the Treasury Internal Revenue Service Caution: Use Form 8038-GC if the issue price is under$100,000. Re ortiIS Authority If Amended Return,check here ► ❑ 1 Issuer's name 2 Issuer's employer Identification City of Redlands 95-6000766 3 Number and street(or P. O. box if mail is not delivered to Street address) Room/suite 4 Report number 35 Cajon Street G2003-3967211 5 City,town,or post office,state,and ZIP code 6 Date of Issue Redlands, CA 92373 11/4/2003 7 Name of issue 8 CUSIP number NONE 9 Name title of officer or legal representative whom the IRS may call for more information 10 Telephone number of dFooer or legaii representative Dan McHugh 909-798-7510 T e of Issue check applicable box es and enter the issue rice See instructions and attach schedule 11 ❑ Education . . . . . . . 11 12 ❑ Health and hospital . . . . . . . . 12 13 ❑ Transportation . . . . . . . . . 13 14 ® Public safety 1q $186,238.39 15 ❑ Environment . . . . . 15 16 ❑ Housing . . . . . . . . . . . 16 17 ❑ Utilities 17 18 ❑ Other. Describe ► 18 19 If obligations are TANs or RANs, check box ► ❑ If obligations are BANs, check box ► ❑ 20 If obligations are in the form of a lease or installment sale, check box . . ► XgLEM Description of Obligations. (Complete for the entire issue for which this form is bein filed. (a)Final maturity date (b)Issue price (c)Stated redemption (d) Weighted (e) Yield price at maturity average maturity 21 10/21/05 $ 186,238.39 $ N/A 3 years 5.15% Uses of Proceeds of Bonds Issue (incl ding underwriters' discount NIA 22 Proceeds used for accrued interest . . . . . . . . . . . 22 23 Issue Price of entire issue (Enter amount from line 21, column (b)). 23 24 Proceeds used for bond issuance costs(including underwriters'discount) 24 25 Proceeds used for credit enhancement . . . . . 25 26 Proceeds allocated to reasonably require reserve or replacement fund . 26 27 Proceeds used to currently refund prior issues 27 28 Proceeds used to advance refund prior issues 28 29 Total (add lines 23 through 27). . . . . . . . . . 29 30 Nonrefunding proceeds of the issue subtract line 28 from line 22 and enter amount here). 30 Description of Refunded Bonds (Complete this part only for refunding bonds. N/A 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . . ► years 32 Enter the remaining weighted average maturity of the bonds to be advanced refunded . . . . . ► years 33 Enter the last date on which the refunded bonds will called . . . . . . . . . . . . . . . ► 34 Enter the dates(s)the refunded bonds were issued► Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract(se instructions) 36. b Enter the final maturity date of the guaranteed investment contract 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37. b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the issuer ► and the date of the issue ► 38 If the issuer has designated the issue under section 265(b)(3)(13)(1)(III) (small issuer exception), check box . . . . . ► ❑ 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . ► ❑ 40 If the issuer has identified a hed e, check box . ► ❑ Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge And belief,they are true,correct,and complete. Sign Si n Here ' Nov. 4,2003 ' Karl N Haws, Mayor Issuer's authorized representative Date Type or print name and title �- INSURANCE FACT SHEET We require a Certificate of Insurance or Declaration Page shown in the name of the Municipality listed below. If more than one insurance company is used, indicate each and for what type coverage. Per the Master Equipment Lease-Purchase Agreement, Lease No. 3967200, we require Liability and Physical Damage on all vehicles, Liability and Property Damage on all other Equipment and FORD MOTOR CREDIT COMPANY named as Loss Payee and Additional Insured, RETURN TO: Ford Motor Credit Company, Municipal Finance, PO Box 1739 - MD 7500, Dearborn, MI 48121-1739. SCHEDULE NO: 3967211 PLEASE NOTE: FORD MOTOR CREDIT COMPANY REQUIRES A MINIMUM OF $1,000,000 PUBLIC LIABILITY COVERAGE; OR THE STATE MAXIMUM (IF LOWER) IS REQUIRED MUNI: City of Redlands ADDRESS: 'PA94 e 9epa4Meflt. 35 Cajon Street CITY: Redlands, CA 92373 CONTACT: Julie Gilbert, Accts. Payable PHONE: (909) 798-7530 EQUIP DESC: (9) 2004 Ford Crown Victoria Police Vehicles, 2FAHP71 W54X114843, 2FAHP71 W74X114844, 2FAHP71 W94X114845, 2FAHP71 W04X114846, 2FAHP71 W24X114847, 2FAHP71 W44X114848, 2FAHP71 W64X114849, 2FAHP71 W24X114850, 2FAHP71 W44X114851, (1) 2004 Ford Explorer XLS, 1 FMDU63W94ZA31320, (2) 2004 Ford Explorer XLT's, 1 FMDU63W84ZA25332, 1 FMDU62K14ZA25333 INSURANCE COMPANY: Genesis Insurance Company ADDRESS: Davis & Graeber Insurance Services, 470 E. Highland Avenue CITY: Redlands STATE: CA ZIP: 92373 PHONE: ( 909 ) 793-2373 CONTACTPERSON: Ross Jones / Roberta Reei POLICY NO: YXB300948 EXPIRATION DATE: 07/01/04 LIABILITY AMT: - $5, 000, 000 (primary) PROPERTY DAMAGE AMT: PHYSICAL DAMAGE AMT: COMPREHENSIVE DEDUCTIBLE: COLLISION DEDUCTIBLE.- INSURANCE EDUCTIBLE:INSURANCE COMPANY. Arch Specialty Insurance Company ADDRESS: Davis & Grae er Insurance ervices , Highland venue CITY: Redlands STATE: CA ZIP: 92373 PHONE: ( 909 ) 793-2373CONTACT PERSON: Ross Jones / Roberta Reeves POLICY NO: 72UFP1395400 EXPIRATION DATE: 07/01/04 LIABILITY AMT: - $5 , 000, 000 (over primary) PROPERTY DAMAGE AMT: PHYSICAL DAMAGE AMT: COMPREHENSIVE DEDUCTIBLE: COLLISION DEDUCTIBLE: SELF-INSURED: IF YOU ARE SELF-INSURED FOR ANY COVERAGE, PLEASE PROVIDE THE NAME OF YOUR INSURANCE POOL/FUND. NAME OF INSURANCE POOL/FUND: SELF-INSURED FOR: LIABILITY: $ 500, 000 PROPERTY: $ PHYSICAL: $ CONTINUOUS COVERAGE: jFROM: TO: PLEASE SIGN: Attest. Karl N. Haws, Mayor Lor ie Poy ity Clerk ,- � �J�n�;?s'� � � � ��„"x �,t , �._ 'l��,3%��r/�''�¢�� s.,. =rte, „�✓. MINUTES of a regular meeting of the City Council of the City of Redlands held in the Council Chambers, Civic Center, 35 Cajon Street, at 3:00 P.M. on November 4, 2003. PRESENT Karl N. (Kasey) Haws, Mayor Susan Peppler, Mayor Pro Tem Pat Gilbreath, Councilmember Gary George, Councilmember ABSENT Jon Harrison, Councilmember STAFF John Davidson, City Manager; Daniel J. McHugh, City Attorney; Lorne Poyzer, City Clerk; Michael Reynolds, City Treasurer; Jim Bueermann, Police Chief, Mel Enslow, Fire Chief, Tina Kundig, Finance Director; Ronald C. Mutter, Public Works Director; Marjie Pettus, Administrative Services Director; Gary G. Phelps, Municipal Utilities Director; and Jeffrey L. Shaw, Community Development Director. The meeting was opened with an invocation by Councilmember George followed by the pledge of allegiance. CONSENT CALENDAR Minutes - On motion of Councilmember Gilbreath, seconded by Councilmember George, the minutes of the regular meeting of October 21, 2003,were approved as submitted. Bills and Salaries - On motion of Councilmember Gilbreath, seconded by Councilmember George, payment of bills and salaries was acknowledged. Agreement - SunGard Bi-Tech - On motion of Councilmember Gilbreath, seconded by Councilmember George, the City Council, by AYE votes of all present, approved the annual support agreement for customer support and software updates with SunGard Bi-Tech for the period November 20, 2003, to November 19, 2004. Lease Purchase Agreement - Police Vehicles - On motion of Councilmember Gilbreath, seconded by Councilmember George, the City Council, by AYE votes of all present, approved a lease purchase agreement with Ford Motor Credit Company for nine Ford Crown Victoria and three Ford Explorer police vehicles and authorized the Mayor and City Clerk to execute the agreement on behalf of the City. Resolution No. 6211-6212 - CFD No. 2003-1 - On motion of Councilmember Gilbreath, seconded by Councilmember George, the City Council, by AYE votes of all present, adopted Resolution No. 6211, a resolution of the City Council of the City of Redlands of intention to establish a Community Facilities November 4,2003 Page 1 /, r: .r J,z<J;,�i��'I�� Z g�"i K�� "��'. ''" r i ��fjrr'�''z �1�� '� „<•,f ` � vN �r a d Ford Motor Credit Company 1 American Road P.O. Box 1739 Dearborn, Michigan 48121-1739 October 30, 2003 The Honorable Karl N. Haws, Mayor City of Redlands Police Department 35 Cajon Street Redlands, CA 92373 Subject: Master Equipment Lease-Purchase Agreement- Lease No. 3967200 Dear Mayor Haws: Enclosed are the revised subject documents for the Equipment being acquired from Fairview Ford Sales, Inc.. Please review the following documentation for accuracy: • Opinion of Counsel - Please have your attorney sign where indicated. • Amendment- Please sign where indicated. If not appropriate, line through the form and return unsigned. • Schedule 3967211, Page 1 - Please sign where indicated. • Delivery and Acceptance Certificate(s) - Please sign and indicate the date the Equipment was accepted by you or your authorized representative. • Temporary Insurance Form - Please complete and sign where indicated. • 8038-G - Please review and sign where indicated. On your behalf, we will forward the signed original form to the IRS. Also enclosed is an invoice for the first payment check payable to Ford Motor Credit Company in the amount of $100,373.04 for the first payment. Please return the check and all signed original documents by 11/10/2003, preferably to the express mail address below. If documents cannot be returned by this date, or if you have any questions, please call me at 1-800-241-4199, and refer to Schedule 3967211. Overnight/Express Delivery U.S. Regular Mail Ford Motor Credit Company Ford Motor Credit Company Commercial Lending - MD 7500 Commercial Lending - MD 7500 1 American Road, Suite 2277 P. O. Box 1739, Suite 2277 Dearborn, MI 48126 Dearborn, MI 48121-1739 ATTN: Carol Tom, Municipal Finance ATTN: Carol Tom, Municipal Finance After the documents are signed for Ford Motor Credit Company, a set of copies will be sent to you. Sincerely, Janet Doty Enclosures Municipal Finance PLEASE NOTE: The interest rate may be subject to a rate increase or require a rate extension fee if the documents are not returned by 11/30/2003 ' .r »>:^1�aarsr"�a�'�X'�� 1y '.�3, x^ r :.r^ ''�r'�,r'"�''�'?' - " :: ..� �»,'',.a.�^`""-s v'`^•.:� r x _ r ,. y k,., .. � r✓ - � ,..:.. may,.,.--.:.�„ v Page 1 SCHEDULE 3967211 - MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT Lease No. 3967200 This Equipment Schedule dated as of 11/4/2003, is being executed by Ford Motor Credit Company ("Lessor"), and City of Redlands ("Lessee"), as a supplement to, and is hereby made a part of that certain Master Equipment Lease- Purchase Agreement dated as of 09/20/1995 ("Lease"), between Lessor and Lessee. Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases from Lessor under and pursuant to the Lease, subject to and upon the terms and conditions set forth in the Lease and upon the terms set forth below, and following items of Equipment: QUANTITY DESCRIPTION (MANUFACTURER, MODEL AND SERIAL NO.) SUPPLIER 9 2004 Ford Crown Victoria Police Vehicles, 2FAHP71 W54X114843, Fairview Ford 2FAHP71 W74X114844, 2FAHP71 W94X114845, Sales, Inc. 2FAHP71W04X114846, 2FAHP71W24X114847, 2FAHP71 W44X114848, 2FAHP71 W64X114849, 2FAHP71 W24X114850, 2FAHP71 W44X1148512FAHP71 W44X114851, 1 2004 Ford Explorer XLS, 1 FMDU63W94ZA31320, 2 2004 Ford Explorer XLT's, 1 FMDU63W84ZA25332, 1 FMDU62K14ZA25333 EQUIPMENT LOCATION: City of Redlands Police Department 35 Cajon Street Redlands, CA 92373 Initial Term: 36 Months Commencement Date: 11/4/2003 Periodic Rent: 2 Consecutive Annual in Advance Payments of $100,373.04 each (including interest), followed by one final payment of $100,372.65, due under this Lease. The Periodic Rent Payment also includes any applicable sales/use tax due and payable on the Lease Payment Dates, set forth in Schedule 3967211, Page 2. California Tire Fee: $60.00 and 7.75% State Sales Tax are due and payable at Schedule signing. EXECUTED as of the date first herein set forth. LESSEE: City of Redlands LESSOR: Ford Motor Credit Company Police Department By: By. Karl N. Haws Frank Mastrella Title: Mayor Title: Operations Manager, Municipal Finance Attest: Lo rie Poy ity Clerk Counterpart No. 1 of 1 manually executed and serially numbered counterparts. To the extent this Schedule constitutes chattel paper, no security interest herein may be perfected through the possession of any counterpart other than Counterpart No. 1. sof �r?s'��if�.'� 'a � x�,.'� '�" ✓ /i%, ,rte,�,�,� �l� `� �'" �� SCHEDULE 3967211 - MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT Lease No. 3967200 AMENDMENT That certain Master Equipment Lease-Purchase Agreement, by and between Ford Motor Credit Company ("Lessor") and City of Redlands ("Lessee"), dated as of 09/20/1995 (the "Lease") is hereby amended as follows: Lessee has not issued, and reasonably anticipates that it and its subordinate entities will not issue, tax-exempt obligations (including this Lease) in the amount of more than $10,000,000 during the current calendar year; hereby designates this Lease as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, ("Code"); and agrees that it and its subordinate entities will not designate more than $10,000,000 of their obligations as "qualified tax-exempt obligations" during the current calendar year. Except as amended hereby, the Lease shall otherwise remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the 4th day of November, 2003. LESSEE: City of Redlands LESSOR: Ford Motor Credit Company Police Department By: By: Karl N. Haws Frank Mastrella Title: Mayor Title: Operations Manager, Municipal Finance Attest: Lor e Poyze ty Clerk INSURANCE FACT SHEET We require a Certificate of Insurance or Declaration Page shown in the name of the Municipality listed below. If more thar one insurance company is used, indicate each and for what type coverage. Per the Master Equipment Lease-Purchas( Agreement, Lease No. 3967200, we require Liability and Physical Damage on all vehicles, Liability and Property Damag( on all other Equipment and FORD MOTOR CREDIT COMPANY named as Loss Payee and Additional Insured. RETURI` TO: Ford Motor Credit Company, Municipal Finance, PO Box 1739 -MD 7500, Dearborn, MI 48121-1739. SCHEDULE NO: 3967211 PLEASE NOTE: FORD MOTOR CREDIT COMPANY REQUIRES A MINIMUM OF $1,000,000 PUBLIC LIABILITY COVERAGE; OR THE STATE MAXIMUM (IF LOWER) IS REQUIRED MUNI: City of Redlands ADDRESS: Police Department 35 Cajon Street CITY: Redlands, CA 92373 CONTACT: Julie Gilbert, Accts. Payable PHONE: (909) 798-7530 EQUIP DESC: (9) 2004 Ford Crown Victoria Police Vehicles, 2FAHP71W54X1 14843, 2FAHP71W74X114844 2FAHP71 W94X114845, 2FAHP71 W04X114846, 2FAHP71 W24X114847, 2FAHP71 W44X114848, 2FAHP71 W64X114849, 2FAHP71 W24X114850, 2FAHP71 W44X114851, (1) 2004 Ford Explorer XLS, 1 FMDU63W94ZA31320, (2) 2004 Ford Explorer XLTs, 1 FMDU63W84ZA25332, 1 FMDU62K14ZA25333 INSURANCE COMPANY: ADDRESS: CITY: STATE: ZIP: PHONE: CONTACT PERSON: POLICY NO: EXPIRATION DATE.- LIABILITY ATE:LIABILITY AMT: PROPERTY DAMAGE AMT: PHYSICAL DAMAGE AMT: COMPREHENSIVE DEDUCTIBLE: COLLISION DEDUCTIBLE: INSURANCE COMPANY: ADDRESS: CITY: STATE. ZIP: PHONE: CONTACT PERSON: POLICY NO: EXPIRATION DATE: LIABILITY AMT: PROPERTY DAMAGE AMT: PHYSICAL DAMAGE AMT: COMPREHENSIVE DEDUCTIBLE.- COLLISION EDUCTIBLE:COLLISION DEDUCTIBLE: SELF-INSURED: IF YOU ARE SELF-INSURED FOR ANY COVERAGE, PLEASE PROVIDE THE NAME OF YOUR INSURANC POOL/FUND. NAME OF INSURANCE POOL/FUND: SELF-INSURED FOR: LIABILITY: $ PROPERTY: $ PHYSICAL: $ CONTINUOUS COVERAGE: FROM: TO; PLEASE SIGN: �G "� Attest Karl N. Haws, Mayor Lo ie Pay ity Clerk Payment Schedule Lease Number: 3967200 APR: 5. 15 Lease Lease Payment Payment Lease Interest Principal Concluding Number Date Payment Portion Portion Payment 1 11 / 4 / 2003 100,373 .04 0. 00 100, 373 .04 186,238 .39 2 11 / 4 / 2004 .100, 373 .04 9, 591.28 90, 781.76 95,456.63 3 11 / 4 / 2005 100,372.65 4, 916. 02 95,456.663 1.00 TOTALS 301, 118.73 14, 507.30 286,611.43 .mei..� °'as '�,'��i�.t1+" ''„a, � .;� ' .�, "'�'r,yr - .. - ' _,..._ '...._. �:._,;Y?�i�''��,"� ✓.kg ��`-F` 1 orm $Q3$-G Information Return for Tax-Exempt Governmental Obligations ►UnRevenue Code section 149(e) g der Internal S (Rev. November 2000) OMB No. 1545-072 Depa tmant of the Treasury 0' See separate Instructions Internal Revenue Service Caution: Use Form 8038-GC if the issue price is under$100,000. Re ortin Authori 1 Issuer's name If Amended Return,check here ► — City of Redlands 1 2 Issuer's employer Identification 3 Number and street(or P. O. box if mail is not delivered to Street address) 95-6000766 35 Cajon Street Room/suite 4 Report number 5 City,town, or post office,state,and IIP code G2003-3967211 Redlands, CA 92373 s Date of Issue 7 Name of issue 11/4/2003 8 CUSIP number 9 Name title of officer or legal representative whom the iRS may call for more information NONE Dan McHugh 10 T terxm>berofof morlegal rep%er,tattw 909-798-7510 Type of Issue check applicable boxteal and enter the issue rice See instructions and attach schedule 11 ❑ Education . . . . . . . 12 ❑ Health and hospital . . . . . 11 13 ❑ Transportation 12 14 ® Public safety . . . 13 15 ❑ Environment 14 $186,238.39 16 ❑ Housing 15 17 ❑ Utilities 16 18 ❑ Other. Describe ► 17 18 19 If obligations are TANs or RANs,check box g ❑ 20 0- If obligations are BANS, check box ► ❑if obligations are in the form of a lease or installment sale, check box . Descri tion of Obli ations. Com lete for the entire issue for which this form is b❑ein filed. (a)Final maturity date (b)Issue price (c)Stated redemption (d) Weighted (e) Yield 21 10/21/05 price at maturity average maturity 5 186,238.39 $ N/A 3 Uses of Proceeds of Bonds Issue includingunderwriters' discount) years s.is� 22 Proceeds used for accrued interest N/A 23 Issue Price of entire issue (Enter amount from line 21, column (b)). 22 24 Proceeds used for bond issuance costs(including underwriters'discount) 24 23 25 Proceeds used for credit enhancement 25 26 Proceeds allocated to reasonably require reserve or replacementfund . 26 27 Proceeds used to currently refund prior issues 28 Proceeds used to advance refund prior issues 27 29 Total (add lines 23 through 27). 28 29 30 Nonrefundin roceeds of the issue subtract line . from line 22 and enter amount here). 30 Description of Refunded Bonds [Complete this Part only for refunding bonds. N/A 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . , ► 32 Enter the remaining weighted average maturity of the bonds to be advanced refunded . years 33 Enter the last date on which the refunded bonds will called . ► years 34 Enter the dates(s)the refunded bonds were issued► ► Miscellaneous 35 Enter the amount of the state volumecap allocated to the issue under section 141 (b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment Contract(se instruction b Enter the final maturity date of the guaranteed investment contract s) 36; 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37, b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the issuer 10- and the date of the issue 0- 38 if the issuer has designated the issue under section 265(b)(3)(8)(1)(111) (small issuer exception), check box . ► ❑ 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box 40 If the issuer has identified a hedge, check box_ . . ' . . . . . • . . . ► ❑ Under penalties of perjury,I declare that t have examined this return and accompanying schedules and statements,and to the best of my knowledge► ❑ And belief,they are true,correct,and complete. Please Sign /Vw.��''�`� Here ` issuer's authonzed representative Nov. 4 2003 ` Kari N Haws,Mayor Date Type or print name and title re .�