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Res. No. 165-01-11313RESOLUTION NO.165-01-11313 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI,FLORIDA,RELATING TO THE LEASE/CONTRACT WITH MBCC ATLANTIC TRUCK AND MERCEDES BENZ CREDIT CORP,THE LEASING COMPANY FOR THE LANDSCAPE DIVISION F250 PICK UP TRUCK'S REMAINING FOUR YEAR LEASE IN AN AMOUNT NOT TO EXCEED $27,509.80 TO BE PAID IN ANNUAL PAYMENTS OF $6,877.45 FOR THE REMAINDER OF THE LEASE TERM AND CHARGING THE DISBURSEMENT TO ACCOUNT NUMBER 2050-519-4455,"LEASE PURCHASE TRUCKS"AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS,pursuant to article III,Section 5,H,of the City Charter requires bids and resolutions be obtained for services and or purchases of items over $5,000.00;and WHEREAS,the City Commission approved resolution Number 233-00-11125 on November 21st,2000 authorizing theCity Manager tosigna five-year contract forthe purchase/lease ofan F250 forthe Landscape division inan amount of $6,877.45 for the first year;and WHEREAS,Lease contract provides for the first lease payment tobe made to Atlantic Truck,which is the dealer,and the subsequent four payments tobe made to Mercedes Benz Credit Corporation the leasing company;and WHEREAS,this resolution isto authorize the City Manager to make annual payments in the amount of $6,877.45 for the remainder of the lease/purchase contract of four years. NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI,FLORIDA THAT: Section 1.The City Manager be,and hereby is authorized to make payments for the remainder four years of the contract/lease term inan amount not to exceed $27,509.80 to Mercedes Benz Credit Corporation,the leasing company and charging to account 001-2050-519-44.55 "Lease purchase trucks". Year 2001/2002 $6,877.45 Year 2002/2003 $6,877.45 Year 2003/2004 $6,877.45 Year 2004/2005 $6,877.45 Section 2.This resolution shall take effect immediately upon approval. PASSED AND ADOPTED this 6TH ATTEST ClWCLERK (/ READ AND APPROVED AS TO FORM: 7* CITY ATTORNEY day of November 2001. APPROVED: MAYOR Commission Vote: Mayor Robaina: Vice Mayor Feliu: Commissioner Wiscombe Commissioner Bethel: Commissioner Russell: 5-0 Yea Yea Yea Yea Yea To:Maria Menendez City Clerk From:Kathy Vazquez Purchasing Mgr. RECEIVER APR 3020M ** CITY CLERK'S OFFICE] Excellence,Integrity,Inclusion MEMO](DUM Date:April 28,2004 Re:Resolution 11/06/2001 #165-01-11313 Account No.Change The above mentioned resolution forthe purchase of an F-250 for the Landscaping Division reflects account #001-2050-519-4455.Sincethis resolution was passed,the Landscaping Division was transferred toPublicWorks Department.Account numbers where also changed to #001-1730-541-4455.Please make sure this memo is attached to the above-mentioned resolution to reflect the correct account number. Please letme know if you need any other information. Thank you. iii milium CITY OF SOUTH MIAMI INTER-OFFICE MEMORANDUM To:Mayor and City Commission Date:November 6,2001 + Agenda Item # r>.../--\tt^.i iFrom:Charles Scurr Re:Comm.Mtg.1 1/06/2001 CityManager Trucklease REQUEST Approval of:Annual payments to Mercedes BenzCredit Corporation forthe remainder ofthelease term. BACKGROUND AND ANALYSIS TheMayorandCityCommissionapprovedresolutionnumber 233-00-11125,fortheleases of anF-250 pickup truck,fortheParksand Recreation Department.LandscapeDivisiononOctober 17,2000. Resolution #233-00-11125 provided authorization forthe signing of the5-yearleaseandonlyforthe first annual payment of the lease term. TheleasecontractprovidesforthefirstleasepaymenttobemadetoAtlantic Truck,whichisthedealer, andthesubsequentremainingpaymentstobemadetoMercedesBenzCredit Corporation,theleasing company. Theattached resolution authorizes theCity manager tomakeannual payments forthe remaining term of the contract to Mercedes Benz Credit Corporation inannual amounts of $6,877.45. FundstoPurchase/Leasethispickuptruckwouldbedisbursedfromaccountnumber 001-2050-59-4455. Lease Purchase Trucks. Available account balance is SI2.500.00 RECOMMENDATION I recommend approval. Equipment installment Sales contract and Security agreement SELLER:Atlantic Ford TruckSales,Inc PURCHASER:Ciry of SouthMiami 2565 West State Road 84 6130 Sunset Drive H.Lauderdale,FL 33312 Miami.Fl.33143 ThisEquipmentInstallment Sates Contract *od Security Agreement (hereinafter "Contract"i is entered intoonthe fifth day of June,2001,byandbetween Atlantic Ford Truck Sales,Inc (the 'Seller")andCiry of South Miami (the "Purchaser"). Tj:kms and Conditions Credit Sale ofEquipment Seller hereby sells to Purchaser and Purchaser hereby purchases frum Seller the equipment described inScheduleAofthis Contract,together withall attachments and accessories thereto (the "Equipment").Thesale of the Equipment is on a credit sale*basis,subject to thetermsand conditions of this Contract. Promise toPay.Purchaser promises topayto Seller the Principal Amount linanced indicated on Schedule A of this Contract,together withinterestatthe disclosed intercut ratefromthedatethis Contract issigned, until Utis Contract is paid in full-Following the assignment ofthis Contract to Mercedes-lienz Credit Corporation (the "Holder"),Purchaser agrees tomakeall payments directly to Holder at die address provided to Purchaser,with Holder havingall of therightsandremediesavailabletoSellerunderthe Contract. Interest.Interest willhe assessed ontheunpaid principal balance of this Contract ona .16S.'J60 basis;that is,by applying the ratio of the annual interest rate over a year of 360 days,multiplied bythe outstanding principal balance*multipliedbytheactual number of days thcprincipal balanceisoutstanding.Unpaidlatechargesandother fees and charges will he addedtotheunpaid principal balance of this Contract subjectto interest.Underno circumstances willthe interest rate be more than the wuuimum rate allowed by applicable law,it being Holder's intent to strictly comply withall lawn relating to interest and usury.Accordingly,narwithsiandmg any provision of this Contract tothe contrary,Purchaser isnot obligated to pay,nor'will Holder accept paymentof,interest inexcess of that allowed by applicable law inany J'ortn and in'any amount.Should Holder receive interest inexcessof that allowed by applicable law,Holder may*at Raider's option,refund the amount erroneously paid,or Holder may creditthat amount toother sums thatPurchaser may menoweHolder. RepaymentProvisions Principal and interest finder this Contract are repayable in accordance withthe amortization schedule provided on Schedule A of this Contract.Purchaser's final paymentwillbeintheamount of principal,unpaid interest and other fees and charges then outstanding under this Contract.All payments willbe made directly lo Holder at1(older's above address,ortosomeother address asadvisedbythe Holder. LatePayment.If Purchaser failstopayanyinstallmentunderthisContractinfullwithinfifteen (15)days ofwhendue,Purchaser agreestopay Holder alatepaymentfeeinanamountequalto 5%of the delinquent amount, orif applicable law does not permit late charges in such amount,Purchaser shall pay Holder a late charge inthe maximum amount allowed. ReturnedCheckCharges.In theeventthat Purchaser makesanypaymentunderthis Contract bycheck, andPurchaser'scheck i»returnedunpaidforany reason,Purcha&ei agreestopayHolderareturned check fee m an amount equal to5%of Purchaser's dishonored check,orif applicable law docs not permit rerurned check fees in such amount.Purchaser shall pay Holder a rerurned check fee inthemaximumamount allowed. Prepayment.Purchaser may prepay unpaid principal andthen accrued interest under this Contract,and all (titter iirntmniK then owod,in tutl,at any tim«and without penalty. *b/GJ5.'0i 17:s<MD.T99 PUL12/315 Urant of .Security Interest.To secure the prompt and punctual payment and mtisfaction of Purchaser'* obligations under this Contract,Purchaser grants Holder a first priority,continuing security interest in the Equipment,andinall accessories,attachments,accessions,replacements and additions tothe (Equipment andinall proceeds uf theEquipment,includingwithoutlimitation,allinsuranceproceedsandrefunds of insurance premiums, ifany,and allsums that may bedue from third parties whomay cause damage tothe Equipment,or from any insurer,whether due to judgment,settlement or oiher process.Allofthe foregoing are referred to under this Contractasthe "Collateral".Holder's securityinterestintheCollateraladditionally secures (a)Purchaser's obligation underanyother loans,leases,or indebtedness that Purchaser maynowandinthe future owetoor incur in favor of Holder,whetherdirectorindirect,of everynatureandkind;(b)ailadditionalfundsthatHoldermay advance on Purchaser's behalfas provided inthis Contract;and (c)Holder's costsand expenses incurred in enforcing this Contract andin exercising Holder's rights against the Collateral,including Holder's reasonable attorneys'fees and expenses of both in-house and outside counsel(totheextent permitted by applicable law)and court costs. With regard to titling,registration andlicensing of the Equipment:(a>theEquipmentshallho tided inthe name of Purchaser and Holder shallbeshownonthecertificate of tideasthefirstpriority lienholder;(b)the Equipment isandshallatalltimesremaintitledand registered inthe state inwhich Purchaser is located;and ic)all original titledocumentsshallbe forwarded by Purchaser toHolderupon Purchaser's receipt thereof. Piling %n&Perfection.Purchaser agrees to execute and deliver to Holder any financing orotherstatement required tobefiledtoperfectHolder'ssecurityinterestinthe Collateral,andtodo all otherthingsnecessaryto cause Holder's security interest tobenotedonthe Equipment certificate of title.Purchaser agrees and authorizes Holderto.perfect its securityinterestintheCollateralbyfilinganoriginal of this Comrac:or of a UCLM financing statement,or alternatively byfilinga carbon,photocopy,facsimile orothercopy of this Contract or of a UCC-I financing statement inlieu of filing an original.Purchaser agreesthat Holder may retain possession of the Equipment certificate of titlesolongasHolder'ssecurityinterestremainsineffect.Purchaser agreestoreimburse Holder for alltiling costs and perfection expenses^asweltasforallcosts of amending,coiuinuiag and terminating such tilings Purchaser hereby appoints Holder as Purchaser's attorney-in*futt todoand perform allacts thar Holder maydeemtobe necessary and proper to perfect and continue the perfection of Holder's security interest Purchaser audtorizes Holder to correct anypatent errors inthis Contract. Covenants.Purchaser agreesthatHolder's*securityinterestintheCollateralwillcontinueuntilall of Purchaser's obligations secured hereunder are fullypaidandsatisfied.Purchaser agreesnot tu sell,lease,transfer or assign the Equipment,ortoassign Purchaser's obligations underthis Contract,or 10 allowanyother security interes.!or lien tobe placed onorto attich tothe Equipment,without Holder's prior written consent.No transfer, renewal,extension or assignment of this Contract,ur any interest herein,or any loss,danjage,injury or destruction ofthe Equipment,will release Purchaser from any of its obligations under this Contract.Purchaser maynot make my material changes or alterations to the liquipment without Holder's prior written'consent (including replacements,additions,accessories or substitutions).Anything which is attached to the liquipment ihall become a component part ofthe Equipment,andwill be subject to Holder's security interest.Purchaser agrees to make ail necessary repairs to,and noi to abandon,the Equipment,and to abide by all laws,rules and regulations with respect to the use and operation of the Equipment,and with respect to the transport of goods and persons in the Equipment. Unless otherwise inuse elsewhere,the Equipment willbekeptat Purchaser's address indicated on Schedule A of ihis Contract.Purchaser agrees notto remove the Equipment from the state in which Purchaser is located for a period in excess,of sixty (<S0)consecutive days without first obtaining Holder's prior written consent.Purchaser agrees to obtain ail permits and licenses necessary to use and operate the Equipment in all jurisdictions where such permitting and licensing are required.Purchaser agrees that Holder shall have the right to inspect the Equipment at reasonable times.Purchaser agrees to promptly pay all taxes,assessments and governmental charges (if any)that maybe assessed against the Equipment and to furnish Holder with evidence that such taxes,assessments and charges have been paid.Purchaser agrees to maintain insurance on the Equipment at its expense in amounts and with such deductible limits,and insuring such risks,all as more fully set forth on Schedule Ato this Contract,which insurance must be issued bya financially responsible insurance company or companies acceptable to Holder. Purchaser agrees to designate Holder as a non-comribmory lender loss payee beneficiary under Purchaser's insurance policy Dr policies,which shall require at least iwcniy (20)days advance wrinennoticeto Holder bc&irc such insurance may lapse,or be reduced,or be canceled or terminated for any reason.Purchaser agrees to provide Holder with original copies of its insurance policies along with evidence that Purchaser has paid the policy tt.-05/ai :7:26 nj.-^9 Hyys-jib premiums and all renewal premiums.Purchaser agrees that Holder shall have the right to receive payment on all insurance policies covering the Equipment directly from the insurance company or companies insuring the Equipment,and that Holder may apply the insurance proceeds to the unpaid balance of the Purchaser's obligations hereunder-Should Purchaser fail to purchase and maintain insurance onthe Equipment,or fail topay taxes, assessments and governmental charges (if any),when due,or should Purchaser allow any other lien or security interest to attach to the Equipment,or should Purchaser fail to maintain and repair the Equipment,or should Purchaser fail to do whatever else is required of Purchaser under this Contract,then Holder shall have the right (at Holder's sole option,and without any responsibility or liability todo so)to purchase insurance of such type and coverages,and in such amounts as Holder deems acceptable,to pay such taxes,assessments and governmental charges (if any),to satisfy any liens or encumbrances against the Equipment,to make such repairs tothe Equipment ;tnd (o do such other acts as Holder roay deem,within its sole discretion tobe necessary and proper.Purchaser agrees to immediately reimburse Holder for all additional sums that Holder may advance for such purposes, together with interest thereon at the interest rate provided in Schedule Ato this Contract,from the date of each advance until Purchaser repays Holder in full.All such additional sums shall be secured by the Collateral.Any insurance that Holder may purchase on Purchaser's behalf may,ai Holder's option,be in the furm of single or dual interest insurance,or any other types of coverages,which Holder mayelectto purchase to protect its interests. Purchaser understands and agrees that insurance that Holder may purchase on Purchaser's behalfmaynotbeatthe lowest available rate.Holder may retain a portion of thecostof such insurance.Purchaser authorizes Holder to release to third parties any information necessary to facilitate insurance and tax monitoring and insurance placement.Any refund of unearned insurance premiums received by Holder will he credited to Purchaser's then obligations under this Contract.These credits willbe applied toas many installment payments as theywill cover beginning with the final installment.Holder willnotify Purchaser ofhowthese credits willbe applied. DefaultandAcceleration Holder hasthe right atitsoptionto insist on immediate payment in full (to accelerate the maturity)ofthis Contract upon anyoneormoreofthe following events:(a)otherthan resulting from non-appropriation of funds as provided inthe section ofthis Contract entitled "Appropriation of Funds"which shall not constitute a default hereunder,;f Purchaser fails to make any payment underthis Contract whendue;or (b) if Purchaser isin default under any other provision of this Contract;or(c)if Purchaser is in default under any other loan,extension of credit,lease,or obligation that Purchaser maynowandinthe future oweto Holder,or id)if Purchaser should cease to exist;or(e)if Purchaser Should become insolvent,or apply for bankruptcy or other relief from creditors. flefauit Remedies.Should Purchaser defaultunder this.Contract,and Holderelectstoacceleratepayment under this Contract,Purchaser agrees that Holder nfay exerciseall of therightsandremedies available to secured parties generally under the Uniform Commercial Code ineffectinthe state where the Equipment isthen located. Specificallyandunconditionally,Purchaser agreestoturnoveranddeliverthe Equipmem toHolderat Purchaser's expense,atthe time andatthe location Holder maydemand of Purchaser.Alternatively,Holder mayenterthe place where the Equipment mayhe located,and take possession of the Equipment,andall other property then located on 0!inthe Equipment,provided that Holder is able to dt/so without breach of the peace.Holder maythensellthe Equipment without warranty ut public or private sole,and apply the sale proceeds to the satisfaction of Purchaser's secured obligations Holder has no obligation to clean-up.repair,or prepare the Equipment for sale Purchaser agrees that any requirement that Holder notify Purchaser ofthe sale ofthe Equipment willbe satisfied if Holder sends Purchaser a written communication at least ten(10)oays in advance of the date on which a public sale is scheduled,or within ten (10)days in advance ofthe time alter which a private sale may lake place.Any required public notice of such a sale shall be satisfied bya one-time publication ina newspaper of general circulation in the community in which thesaleis io take place.Purchaser understands that,ifthe sales proceeds (after deducting all of Holder's enforcement attorney's fees,and Holder's other costs and expenses of collection,foreclosure and sale, and such other amounts as may be payable out of the sales proceeds)are greater than the amount of Purchaser's •secured obligations,Holder will pay any surplus to the Purchaser.However,it the net sales proceeds (after deducting Holder's enforcement anomey's fees,and Holder's other costs andexpenses of collection,foreclosure and sale,and such other amounts asmaybe payable outofthe sale proceeds)are less than Purchaser's secured obligations,Purchaser will remain liable to Holder for any deficiency. Purchaser agreesthat:(a)Holdermaydisclaimanywarranties of tit!*,ftir.css oranysimilarwarranties upon the sale of any Equipment;(b)Holder may comply with any applicable state or federal law requirements in connection withthe Equipment and the disposition thereof and such compliance will not be considered to adversely 3 affect the commercial reasonableness of any sale ofthe Equipment;(c)retention ofthe Equipment in either full or partial satisfaction of Purchaser's liability resulting from a default hereunder mayhe made by Holder,atits election, underand pursuant tothe procedures established inthe UCC;and(d)the proceeds of any sale of the Equipment that is made ona credit basis (or,of any re-leasing of the Equipment)willbe applied against Purchaser's liability resulting from a default hereunder,onlytotheextent installments undersuchcredit sales (or rents under such lenses)arc actually received by Holder from the purchaser ornew lessee ofthe Equipment. Enforcement of Attorney's Feesand Expenses,if Holder hastosue Purchaser,orif Holder refers this ContracttoanattorneyforcollectionorenforcementagainsttheCollateral,Purchaser agreestopayHolder's reasonable attorneys'fees and collection expenses of both m-house counsel and outside counsel tothe extent permitted by applicable law. Waivers.Purchaser waivespresentmentanddemandforpayment,protestandnotice of protestandnon payment.Purchaser further agreesthat discharge or release of any party,or of any Collateral securing this Contract, orany extension of time for payment,oranydelayin enforcing Holder's rights,willnotcause Holder toloseany rights under thisContract. Appropriation of Funds.Ho longasthis Contract remains ineffect,Purchaser agrees touseits good faith efforts to appropriate,onan annual fiscal year basis,or otherwise,sufficient funds tomake periodic installment payments hereunder to Holder.If for any reason,despite its good faith efforts,Purchaser is unable to appropriate sufficient funds topay Holder hereunder.Purchaser agrees to immediately notify Holder ofsuch circumstances,but in no event later than ninety(00)days prior to commencement of the ensuing fiscal period for which funds werenot appropriated by Purchaser for payments hereunder.Should Purchaser,despite itsgood faith efforts,be unable 10 appropriate sufficient funds tomake periodic installment payments to Holder hereunder.Purchaser may discharge its then remaining obi igut inns to Holder for purchase of the Fquipment by.(a)immediately paying to Holder all remaining funds that have been appropriated by Purchaser for payments hereunder;and tb)selling,assigning,and transferring ownership,and delivering possession of the Equipment,and delivering all other Collateral then in Purchaser's possession,to Holder,at Purchaser's expense,andatsuch location as Holder may designate.Payment ofthe principal amount financed under this Contract,together with interest 1hereon,shall beonly from funds arising from sources other than advalorem taxation.'' Notwithstanding the foregoing.Purchaser agrees (a)ifany funds are appropriated in any fiscal period of Purchaser for the Equipment or other equipmem performing functions similar tothe Equipment,Purchaser will fulfillitspayment obligations hereunder latheextent nTsuch fundsare appropriated for such purpose;md (b)that it will not,so long as any payments are due'hereunder,give priority in application of funds to any other equipment performing functions similar tothe Equipment.This section shall notbe construed soasto permit Purchaser to fail to pay the indebtedness hereunder in order to purchase,lease,rentor otherwise acquire the use of any other equipmentperforming functions similartotheEquipment. No Agency Relationship;NoRighttoAssertClaimsand Dcfenaes-Seller,the manufacturer ofthe Equipment,and their employees,are not Holder's partners,agents,or representatives,and have no right to commit, bindorobligate Holder inanyway.Purchaser's obligations to Holder under this Contract areabsoluieand unconditional,and Purchaser hasnorightto assert against Holder anyclaimordefense that Purchaser mayhave against the Seller orthe Equipment manufacturer,or their employees,with respect tothe condition or performance oftheEquipment,orotherwise. Special Representations,WarrantiesandCovenantsof Purchaser;TaxAssumption.(A)Purchaser represents,covenants and warrants asofthe date hereof and until satisfaction of Purchaser's obligations hereunder that;(i)Purchaser isastateorafullyconstituted political subdivision thereof,oritsobligationshereunder constitute obligations issuedunbehalf of astateora political subdivisionthereof,such that any interest derived under thisContract will qualify for exemption from Federal income taxes under section 103 of the Internal Revenue Code of lQ86,os amendedfromtimetotime(the "Code"),andthatit wilt doorcausetohedoneallthings necessary to preserve andkeepin full force andeffect both its existence andthis Contract;(it)the execution, deliveryandperformancebyPurchaser of misContractandall documents executed inconnectionherewith, including,butnotlimitedto,anyschedulesexecuted hereunder and attached heretoandanydeliveryand acceptance certificate required by Seller or Holder (collectively,the "Contract Documents")have been duly auihurucd by all necessary action onbehalf of Purchaser;(Hi)the Contract Documents each constitute a legal,valid and binding obligations of Purchaser enforceable in accordance with their respective terms;(iv)no additional governmental orders,permissions,consents,approvalsorauthorisationsarenecessaryandnoregistrationsordeclarationsare required tobe filed in connection withthe execution and delivery of the Contract Documents;(v)theuse of the Equipment by Purchaser is essential toandwillbe limited tothe performance by Purchaser of oneor more governmental functions of Purchaser consistent withthe permissible scope of Purchaser's authority;(vi)no portion ofthe Equipment willbeused directly or indirectly inany trade or business carried onbyany person other than Purchaser;(vii)no portion of (he Equipment willhe used byan organization described in section SQUclO)ofthe Code;(viii)this Contract does not constitute an arbitrage obligation within the meaning of section 148 ofthe Code and is not federally guaranteed within the meaning of section 149(b)ofthe Code,and (ix)the legal name of Purchaser isthenameset forth atthebeginning of this Contract. (B)Purchaser shall deliverto Holder anopinion of Purchaser's counselin form and substance acceptableto Holder. (C)Purchaser covenantsthatitwill:(i)nottakeanyactionwhichresults,directlyorindirectly,inthe interest portion ofany payment notbeing excludable from Federal gross income pursuant to section 103 of the Code and will takeany reasonable actionnecessarytopreventsuch result;and(ii)executeand file withthe Internal Revenue .Service either IRS rorra 8038-G or IRS Form 8038-GC,as applicable. (D)If Purchaser breachesthecovenantscontainedinthisSection,theinterestcomponent of the payments duetothe Holder hereunder maybecome includable in Holder's gross income for federal and stale income tax purposes retroactive tothedate of this Contract,insuchevent,Purchaser agreestopaypromptlyafter uny suchdetermination of taxabilityandoneachpaymentdatethereafter 10 Holder,but oniy fromappropriated funds,an additional payment determined by Holder tocompensateHolderfortheloss of suchexcludability (including,without limitation,compensation relating to interest expense,penalties or additions to tax),which determination shallbe conclusive (absent manifest error), (E)Purchaser acknowledges thatifany representation,warranty or covenant herein is false,orif Purchaser takesany action oromitstotakeany action which causes'any such representation,warranty or covenant tobe false orto be breached,Holder maysuiter adverse consequences.Accordingly,Purchaser agrees that ifit breaches anysuch representation,warranty orcovenantor if thesameshallbeorbecome false,this Contract shall bedeemedtobeindefault,and Purchaser shallbeliabletoHolderinthemannernndfortheamountsspecifiedin the section entitled "Default Remedies"in this Contract. Indemnification.Purchaser shall indemnity Holder against,and shall hold Holder harmless from any and all claims,actions,proceedings,expenses,damages or liabilities,including attorneys'fees pf both in house and outside counsel and court costs,arising in connection withthe Equipment,including but nut limitedtoits selection, purchase,delivery,possession,use,operation,rejection orreturnandtherecovery of claimsunder insurance policies thereon.This indemnification shall continue in full force and effect notwithstanding the lutt pa>mcnt of ail obligations underthis Contract orthe termination ofthis Contract for any reason. Notices.Ailnotices required tobegivento Purchaser shallbe properly given if mailedto Purchaser atits address shownonpage I of this Contract. Assignment.Purchaser agrees that Holder may assign this Contract toone or more third persons without notice to Purchaser. Waiver of Rightto Jury Trial.Purchaserexpresslywaivesanyright to ajurytrialinanydispute regarding this Contract. Governing Law.ThisContractshallbegovernedandconstruedunderthelaws of theSlate of Florida. Miscellaneous.In this Contract,the words "Holder"means Merccdcs-Rcnz Credo Corporal ion.andits successors,transferees and assigns.AllschedulesexecutedinconnectionwiththisContract *hull becomepan of this Contract.This Contractandanysuch schedules constitutetheentireagreementbetweentheparties.No 06/05/01 17:31 hiO.799 F'QuS.-'-j1d modification oramendmentofthisContractshallbeeffective unless inwriting signed byall panic*.Allprovisions of this Contract that are prohibited by applicable law shall be ineffective solely tothe extent ofinch prohibition without invalidating the ulher provisions ofthis Contract.Any waiver of Holder's rights and remedies under this ContractshallbeeffectiveonlyifspecificallyagreedbyHolderin writing. Limitation of Warraaty.PURCHASER ACKNOWLEDGES AND AGREES THAT THE EQUIPMENT IS OFA DESIGN AND CAPACITY SELECTED BY PURCHASER AND THAT NEITHER SELLER NOR HOLDER IS THE PRODUCER,MANUFACTURER OR DESIGNER OF THE EQUIPMENT,AND THAT NEITHER SELLER NOR HOLDER MAKE.S ANY WARRANTIES,EXPRESS OR IMPLIED,WITH RESPECT TO THIS CONTRACT OR THE EQUIPMENT.INCLUDING, WITHOUT LIMITATION,WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR INTENDED USE.PURCHASER ACCEPTS THE EQUIPMENT "AS IS".SELLER AND HOLDER SPECIFICALLY DISCLAIM ANY AND ALL LIABILITY FOR CONSEQUENTIAL DAMAGES.70 THE EXTENT SELLER OR MANUFACTURER HAS PROVIDED ANY SEPARATE WARRANTIES TO PURCHASER,SUCH WARRANTIES ARE RINDING UPON THE SELLER OR MANUFACTURER BUT NOJ BINDING UPON HOLDER OR ANY OTHER ASSIGNEE OF THIS CONTRACT. Severability.If any ofthe provisions of this Contract arc prohibited by or held invalid under applicable laws or regulations of any jurisdiction in which this Contract is sought to be enforced,then that provision shall be considered inapplicable and omined but shall not invalidate the remaining provisions. Headings.Headingsatthe beginning of each section aic solelyfor chft convenience of thepartiesand shall nothe considered when interpreting thisContract. BY SIGNING BELOW,PIJRCHASF.R ACKNOWLEDGES THAT SELLER'S SlGNAIURL ON THIS CONTRACT WILLHAVETHE EFFECT OF ASSIGNING ALLRIGHT.TITLE*AND INTEREST OF SELLER IN ANDTOTHISCONTRACTANDTHE EQUIPMENT TOMERCEDES-BENZCREDITCORPORA RON, AND THAT PURCHASER ACCEPTS THE TERMS AND CONDITIONS OF THIS CONTRACT. Purchaser: City of SouthMiami By:(^?aUA^1 (J C&&ZL BY SIGNING BELOW,SELLER ACCEPTS THE TERMS AND CONDITIONS OF THIS CONTRACT AND ASSIGNS ALL RIGHT,TITLE AND INTEREST IN AND TO THIS CONTRACT AND THF EQUIPMENT TO MERCEDES-BENZ CREDIT CORPORATION PURSUANT TO THE TERMS OF THE EQUIPMENT RETAIL FINANCE AGREEMENT BY AND BETWEEN SELLER AND MERCEDES-BENZ CREDll CORPORATION. Accepted:Seller Atlamic FordTruckSales.Inc Dv:. Title: ADVANCE AWORT Sole Ami Trace Ocwn Payment -ANNUAL PAYMENTS $28,500.00 000 0 CityofSouth Miami June 5.2001 Security Agreement Amortization Schedule AmtFin TerrnYEARS S26.5C0CW AmortJzfitJon ^^A-attacbment to security agreement dated June 3.2001 Payment S6.3S4.28 iCash Ftow &1RR 610%PmtDate Beginning Scheduled Balance Payment 31,971.30 i Interest 3.471.30 Principal Ending Balance *1 <22.106.74)06/05/01 $28,500.00 [6.394.26J 0.00 6.394.26 22.105.74 2 6394.26 06/05/02 22.105.74 6.394.26 1.348.63 5,045.63 17.060.11 3 6394.26 06705/03 17.060.11 6.394.26 1,040.60 5,353.46 11,706.65 <r 6394.26 06/05/04 11.706.65 6.394.26 714.20 5,680.06 6.026.59 5 6394 26 06/05/05 8,026.59 6.394.26 367.67 6,026.59 1.00 J$J>y 33 (LjL/cPi 300/ (' £9 IML-PT. i_4l?J?:-'KF.Q.U Pi'.llVIRV:Vs"-'' P.O.*i20j/^^C' OH-NTO.:LJ / •.i iA .1 .xJi t.i '•''•:' t'6/05/01 17:37 rii.739 P0l5.''31b City of SouthMiami 6130 Sunset Drive Miami FL 33143 Pay Proceeds Affidavit To:Meiccdes Benz Credit Corporation CMBCC"): We have applied to you for a loan in the amount of$28,500.00****(the "Pay Proceeds")*which will be secured bya first lien in your favor on certain equipment owned by us.We agree to execute documentation in such form as youmay require to accomplish the foregoing. Uy this letter,we authorize youto disburse the Pay Proceeds inthe following manner: $28,500.00******forpaymentoninvoice To:Atlantic Ford Truck Sales,Inc Address:2565 West State Road 84 City/State/Zip:Ft.Lauderdale,FL 33312 IN W1TNF.SS WHEREOF,theundersignedhasexecutedthis Agreement as of theday of ,2001.•-•.-.. By:.-LsnatJsb «)c*<*#?, Purchaser Title:y/X By: Seller Title: