Ford Motor Credit Company Judge Pat Tinley, County Judge Kerr County, Sheriffs Office 700 Main Street Kerrville, TX 78028 1 American Road P.O. Box 1739 Dearborn, Michigan 48121-1739 November 16, 2004 Subject: Master Equipment Lease-Purchase Agreement -Lease No. 6450500 Dear Judge Tinley: 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 6450508. Be sure to refer to Schedule 6450508 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 6450508 (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, Ext. 173. Sincerely, Linda Adamus Municipal Finance Enclosures ~,o L~/~tor~B,oy.:~u~ru~ Commercial Lending Services PO Box 1739 - M D 7500 Dearborn, MI 48126 (313) 248-4594 December 6, 2004 Kerr County 700 Main St. Kerrville, TX 78028 Dear Judge Tinley: Thank you for selecting Ford Motor Credit as your finance source. When/If you receive or apply for your certificate of title for lease purchase agreement 6450508, for (4) 2004 Ford Crown Victoria, please forward it to: Ford Motor Credit P.O. Box 1739 MD7500 Dearborn, MI 48121 The items needed to title your vehicle(s) are a Certificate of Origin, and/or a title application. These items MUST list Ford Motor Credit as lien holder with the above address to ensure proper filing. We need this information to validate the lease agreement and secure our interest. If you are a title holding state, we will accept copies showing Ford Motor Credit as lien holder. 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. 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JMeeoe (wa n rapt ro f11 i1 j~• 1•DJ `*~.., ~....r NOV 16 2004 12 56 830 257 7904 ~AGE.02 OPINION OF COUNSEL With respect to that certain Master Equipment Lease-Purchase Agreement 6450500 dated 07114/2000 by and between Ford Motor Credit Company (Lessor) and Kerr County (Lessee) as Supplemented by Schedule 6450508 thereto (the "Master Agreement"), I am of the opinion that: (1) Lessee is a political subdivision of the State, and has a substantial amount of one or more of the following sovereign powers: (a) 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 execute 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 action 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 will govern the method of perfecting Lessor's security interest in the Equipment; (5) the Master Agreement has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of Lessee enforceable in accordance with its terms; (6) there are no suits, proceedings or investigations pending or, to my knowledge, threatened against or affecting Lessee, at law or in equity, or before or by any governmental or administrative agency or instrumentality which, if adversely determined, would have a material adverse effect on the transaction contemplated in the Master Agreement or the ability of Lessee to perform its obligations under the Master Agreement and Lessee is not in default under any material obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which either individually or in the aggregate would have the same such effect; and (7) all required public bidding procedures regarding the award of the Master Agreement and the purchase of the Equipment have been followed by Lessee and no govemmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of the Master Agreement. ?~ r-. ~",~ ~ ~-. l~{~ i ~ A~ ~ ~~ ~.~r~ January 2001 • Previous etlaans maY NOT be usetl SCHEDULE 6450508 -MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT Lease No. 6450500 AMENDMENT That certain Master Equipment Lease-Purchase Agreement, by and between Ford Motor Credit Company ("Lessor") and Kerr County ("Lessee"), dated as of 07/14/2000 (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 17th day of November, 2004. LESSEE: Kerr County LESSOR: Ford Motor Credit Company Sheriffs Office ~ ;~~ gy: _ By: ' ey F an~C Mastrella Title: County Judge Title: Operations Manager, Municipal Finance _. Page 1 SCHEDULE 6450508 - MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT Lease No. 6450500 This Equipment Schedule dated as of 11/17/2004, is being executed by Ford Motor Credit Company ("Lessor"}, and Kerr County ("Lessee"), as a supplement to, and is hereby made a part of that certain Master Equipment Lease-Purchase Agreement dated as of 07/14/2000 ("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 4 2004 Ford Crown Victoria Police Interceptors, 2FAFP71 W55X111417, Philpott Motors 2FAFP71 W75X111418, 2FAFP71 W55X111420, 2FAFP71 W95X111419 EQUIPMENT LOCATION: Kerr County Sheriffs Office 700 Main Street Kerrville, TX 78028 Initial Term: 36 Months Commencement Date: 11/17/2004 Periodic Rent: 2 Consecutive Annual in Advance Payments of $35,983.11 each (including interest), followed by one final payment of $35,983.25, 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 6450508, Page 2. EXECUTED as of the date first herein set forth. LESSEE: Kerr County Sheriffs Office LESSOR: Ford Motor Credit Company By: sy: in ey Fra astrella Title: County Judge Title: Op rations Manager, Municipal Finance 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. ~~ , ,~ ~,~ _ ~ ,~ APR: 4.20 Lease Payment Number 1 2 3 TOTALS Lease Payment Date 11 / 17 / 2004 11 / 17 / 2005 11 / 17 / 2006 sc_zec.u~e 6450508 Payment ~chedule Lease Payment 35,983.11 35,983.11 35,983.25 107,949.47 Interest Portion 0.00 2,842.29 1,450.38 4,292.67 Lease Number Principal Portion 35,983.11 33,140.82 34,532.87 103,656.80 Page 2 6450500 Concluding Payment 67,673.69 34,532.87 1.00 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 6450508 NUMBER DATE ORDER NO. DATE 07/14/2000 6450500 11 /17/2004 1 EQUIPMENT INFORMATION QUANTITY DESCRIPTION (MANUFACTURER, MODEL AND SERIAL NO.) SUPPLIER 4 2004 Ford Crown Victoria Police Interceptors, 2FAFP71 W55X111417, 2FAFP71 W75X111418, 2FAFP71 W55X111420, 2FAFP71 W95X111419 Philpott Motors LESSEE: Kerr County BY: Sheriffs Office n 1 700 Main Street l.~J ~.d..~. ~,J-c.J ~ ~~_ Kerrville, TX 78028 (Title)/ DATE ACCEPTED: / l ~~G~ / a D d `f~ This form is to be signed, dated and returned to Ford Motor Credit Company, Attn: Carol Tom, upon delivery and acceptance of the above equipment. _~ .~, - , Form $~38-GC Information Return for Small Tax-Exempt Governmental Bond Issues, Leases, and Installment Sales (Rev. 11-2000) - Under Internal Revenue Code section 149(e) OMB No. 1545-0720 Department of the Treasury Caution: Use Form 8038-G if the issue price of the issue is $100,000 or more. Internal Revenue Service Reoortina Authority Check box if Amended Return - 1 Issuer's name 2 Issuer's employer identification number Kerr County 74-6001494 3 Number and street (or P.O box if mail is not delivered to street address) Room/Suite Sheriffs Office, 700 Main Street 4 City, town, or post office, state, and ZIP code 5 Report number Kerrville, TX 78028 GC 2004-6450508 B Name and title of officer or legal representative whom the IRS may call for more information 7 Telephone number of officer or legal representative David Motley 830-792-2220 • . Descriation of Obli~lations (Check if reporting: a single issue ^ or on a consolidated basis U .) 8a Issue price of obligation(s) (see instructions) b Issue date (single issue) or calendar year (consolidated) (see instructions) _________________ 9 Amount of the reported obligation(s) on line Sa: a Used to refund prior issue(s) . b Representing a loan from the proceeds of another tax-exempt obligation (e.g., bond bank) $67,873.69 10 If the issuer has designated any issue under section 265(b)(3)(B)(I)(III)(small issuer exception), check this box 11 If any obligation is in the form of a lease or installment sale, check this box 12 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check this box PLEASE SIGN HERE -[ -® -^ 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. ~- u on ed representative to ' Pat Tinley, County Judge Type or print name and title General Instructions Section references are to the Internal Revenue Code Unless otherwise noted. Purpose of Form Form 8038-GC is used by issuers of tax- exempt governmental obligations to provide the IRS with the information required by section 149(e) and to monitor the requirements of sections 141 through 150. Who Must File Issuers of tax-exempt governmental obligations with issue prices of less than $100,000 must file Form 8038-GC. Issuers of atax-exempt governmental obligation with an issue price of $100,000 or more must file Form 8038-G, Information Return for Tax-Exempt Governmental Obligations. Filing a separate return. Issuers have the option to file a separate Form 8038-GC for any tax-exempt governmental obligation with an issue price of less $100,000. An issuer of atax-exempt bond used to finance construction expenditures must file a separate Form 8038-GC for each issue to give notice to the IRS that an election was made to pay a penalty in lieu of arbitrage rebate (see line 12 instructions). Filing a consolidated return. For all tax- exempt governmental obligations with issue prices of less than $100,000 that are not reported on a separate Form 8038-GC, an issuer must file a consolidated information return including all such issues issued within the calendar year. Thus, an issuer may file a separate Form 8038-GC for each of a number of small issues and report the remainder of small issues issued during the calendar year on one consolidated Form 8038-GC. However, a separate Form 8038-GC must be filed to give the IRS notice of the election to pay a penalty in lieu of arbitrage rebate. When to File To file a separate return, file Form 8038-GC on or before the 15th day of the second calendar month after the Gose of the calendar quarter in which the issue is issued. To file a consolidated return, file Form 8038-GC on or before February 15th of the calendar year following the year in which the issue is issued. Late filing. An issuer may be granted an extension of time to file Form 8038-GC under Section 3 of Rev. Proc. 88-10, 1988-1 C.B. 635, if it is determined that the failure to file on time is not due to willful neglect. Type or print at the top of the form, "This Statement is Submitted in Accordance with Rev. Proc. 88- 10." Attach to the Form 8038-GC a letter briefly stating why Form 8038-GC was not submitted to the IRS on time. Also indicate whether the obligation in question is under examination by the IRS. Do not submit copies of any bond documents, leases, or installment sale documents. Where to File File Form 8038-GC, and any attachments, with the Internal Revenue Service Center, Ogden, UT 84201. Cat. NoItS4108B Other Forms That May Be Required For rebating arbitrage (or paying a penalty in lieu of arbitrage rebate) to the Federal government, use Form 8038-T, Arbitrage Rebate and Penalty in Lieu of Arbitrage Rebate. For private activity bonds, use Form 8038, Information Return for Tax-Exempt Private Activity Bond Issues. Rounding to Whole Dollars You may show the money items on this return as whole-dollar amounts. To do so, drop any amount less than 50 cents and increase any amount from 50 cents through 99 cents to the next higher dollar. Definitions Obligations. This refers to a single tax-exempt governmental obligation if Form 8038-GC is used for separate reporting or to multiple tax-exempt governmental obligations if the form is used for consolidated reporting. Tax~xempt obligation. This is a bond, installment purchase agreement, or financial lease, on which the interest is excluded from income under section 103. Tax-exempt governmental obligation. A tax-exempt obligation that is not a private activity bond (see below) is atax-exempt governmental obligation. This includes a bond issued by a qualified volunteer fire department under section 150(e). Private activity bond. This includes an obligation issued as part of an issue of which: • More than 10% of the proceeds are to be used for any private business use, and Form 8038-GC (Rev. 11-2000) 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. 6450500, 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: 6450508 MUNI: Kerr County ADDRESS: Sheriffs Office 700 Main Street CITY: Kerrville, TX 78028 PLEASE NOTE: FORD MOTOR CREDIT COMPANY REQUIRES A MINIMUM OF $1,000,000 PUBLIC LIABILITY COVERAGE; OR THE STATE MAXIMUM (IF LOWER) IS REQUIRED CONTACT: Nona Tucker, 792-2236, Accts. Payable PHONE: (830) 896-1216 EQUIP DESC: (4) 2FAFP71W55X111417, 2FAFP71W75X111418, 2FAFP71W55X111420, 2FAFP71 W95X111419 INSURANCE COMPANY: T~A.S ASSOCIATION OF C~TIFS ADDRESS: 1210 SAN AN.LClNIO ST. (P O Box 1231 -- 78768-2131 ) CITY: N STATE: TX ZIP: 78701 PHONE: 800-456-5974 CONTACT PERSON: ICA1~1J 'ii->ERRIaI POLICY NO: 01330 EXPIRATION DATE: 09/30/05 LIABILITY AMT: 100,000/300,000 PROPERTY DAMAGE AMT: 100,000 PHYSICAL DAMAGE AMT: COMPREHENSIVE DEDUCTIBLE: 1.000 COLLISION DEDUCTIBLE: x,,000 INSURANCE COMPANY: ADDRESS: CITY: PHONE: POLICY NO: LIABILITY AMT: PHYSICAL DAMAGE AMT COMPREHENSIVE DEDUCTIBLE: COLLISION DEDUCTIBLE: PROPERTY DAMAGE AMT: THIS SECTION ONLY TO BE COMPLETE IF SELF-INSURED: IF YOU ARE SELF-INSURED FOR ANY COVERAGE, PLEASE PROVIDE THE NAME OF YOUR INSURANCE POOUFUND. NAME OF INSURANCE POOUFUND: Self-Insured For/LIABILITY: $ PROPERTY: $ PHYSICAL: CONTINUOUS COVERAGE: FROM: TO: _ STATE: ZIP: CONTACT PERSON: EXPIRATION DATE: PLEASE SIGN: ~_ ~ ~ ~ Pat Tinley, County Judge