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2012-64 Golf Cart Lease Purchase Agreement & Budget AmendmentRESOLUTION 2012 -64 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA ACCEPTING THE PROPOSAL SUBMITTED BY TEXTRON, INC. D /B /A E -Z -GO NORTH FLORIDA FOR THE LEASE AND PURCHASE OF GOLF CARTS FOR THE NORTH PALM BEACH COUNTRY CLUB AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE NECESSARY LEASE /PURCHASE AGREEMENTS IN ACCORDANCE WITH THE TERMS OF THE PROPOSAL; AMENDING THE ADOPTED COUNTRY CLUB BUDGET FOR FISCAL YEAR 2012 -2013 TO TRANSFER MONIES FROM THE GOLF SHOP CONTRACTUAL SERVICES ACCOUNT AND THE COUNTRY CLUB CONTINGENCY ACCOUNT TO FUND THE TRANSACTION; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village issued a Request for Proposals for the lease of new golf carts for the North Palm Beach Country Club, including proposals for the purchase of the existing carts and the lease /purchase of two towing carts and a GPS system; and WHEREAS, upon opening and evaluating the proposals received, Village Administration recommended accepting the proposal submitted by Textron, Inc. d /b /a E -Z -Go North Florida for the purchase of the existing carts, a 36 month lease for 80 new golf carts and two (2) towing carts, and the purchase of a GPS system at a total cost of $438,086.48; and WHEREAS, in order to fund this lease /purchase for the current fiscal year, the Village Council wishes to amend the Country Club Budget to transfer monies from the Golf Course Contractual Services Account and the Country Club Contingency Account to the Golf Cart Lease Account; and WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests of the residents and citizens of the Village of North Palm Beach. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and incorporated herein. Section 2. The Village Council hereby accepts the proposal submitted by Textron, Inc. d /b /a E -Z -Go North Florida whereby Textron agrees to purchase 80 golf carts currently owned by the Village, and the Village agrees to lease 80 new Premier RXV carts and two towing carts and purchase a GPS system at a total cost of $438,086.48. The total cost for Fiscal Year 2013, including maintenance of the GPS units, is $150,062.16, with funds expended from Village Account No. L8565 -49157 (Golf Cart Lease). Section 3. The Village Council further authorizes and directs the Mayor and Village Clerk to execute \) all agreements necessary to effectuate this transaction in accordance with the terms of the proposal, including, but not limited to, Lease - Purchase Agreements with PNC Bank and all related documents. Page 1 of 2 Section 4. In order to provide the necessary funding for the lease /purchase, the Village Council hereby amends the adopted Village of North Palm Beach Country Club Budget for Fiscal Year 2012 -2013 as follows: Budget Amendment: Account Description Increase Decrease Count Club: L8565 -49157 Golf Cart Lease $ 62,883 L8046 -33491 Golf Shop — Contractual Services $ 11,880 L8070 -49910 Country Club Contingency $ 51,003 Total Country Club: $ 62,883 $ 62,883 Section 5. The Mayor and Village Clerk are hereby authorized and directed to execute the budget amendment for and on behalf of the Village of North Palm Beach. Section 6. All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 7. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 8th DAY OF (Village Seal) ATTEST: WOMEN, FRW.Ix/10,11 Page 2 of 2 CO3 PNC EQUIPMENT FINANCE October 29, 2012 Lease Number 169721000 Village of North Palm Beach Attn: Chuck Huff 501 US Highway 1 North Palm Beach, FL 33408 Dear Mr. Huff; Enclosed are the necessary documents needed to complete your lease transaction. Please review, sign and return the following: • Lease — Purchase Agreement - Please have the Authorized Signor execute the documents and provide their title Opinion of Counsel - Please have your attorney sign and provide the name of the law firm, if applicable Certificate of Acceptance — At the point of delivery, fill out this form and return the original to us. We will be unable to disburse funds until we receive this signed form. Schedule of Payments — Please sign and provide the title of the signor. • Resolution - Certificate of Incumbency- List your Authorized Representative(s) and their title(s) in the body of the Resolution. Have the Authorized Representatives provide their names, title and signatures(s) on the lines which appear under the Authorized Representative Signature Section near the bottom of the Resolution. Finally, have the Secretary or appropriate Trustee attest to the information of the Authorized Representative(s) by signing and printing his /her name, title and date on the last signature line provided. The person who validates the signature should not sign the Lease Agreement. The Resolution must reflect the title(s) of the individual(s) who have authorization to sign the documents. • Insurance Request Form — Fill in your insurer's information and sign. Please contact your insurer, prior to delivery, to obtain a certificate of insurance. Please enclose the certificate with the signed documentation or have the insurer fax the certificate directly to me. • IRS Form 8038 -G— Please sign, date and include the title of the signor • Copy of Vendor Invoices — Vendor should send invoices directly to PNC with "Ship To" and "Bill To" in Lessee's name. • Sales Tax Exemption Certificate — Please return a copy with the documents. • Minutes of Governing Body (approving the purchase & finance of equipment) — Please return a copy with the documents. • Invoice for advance payment — Please send your check in the amount of $11,055.20, made payable to PNC Equipment Finance, LLC. Please return the documents to PNC Equipment Finance, LLC, Attn: Tracy Sparks 995 Dalton Avenue, Cincinnati, OH 45203 in the postage paid envelope enclosed. PNC Equipment Finance, LLC, in its sole discretion, reserves the right to adjust the payment factors in the enclosed documentation to reflect any changes in market conditions up to the date of funding. Our goal is to ensure that you receive the lowest payment available. Therefore, it is important that the documents are completed and returned by November 29, 2012. If you have any questions please contact Grace Sandlin at 513 - 455 -7464. Sincerely, Tracy Sparks Documentation Specialist E04 Lease - Purchase Agreement Dated as of October 29, 2012 Lease Number 169721000 Lessor: PNC Equipment Finance, LLC 995 Dalton Avenue Cincinnati, OH 45203 Lessee: LESSEE FULL LEGAL NAME FEDERAL TAX ID Village of North Palm Beach 596017984 RE: North Palm Beach Country Club 501 US Highway 1 North Palm Beach, FL 33408 Equipment See attached Certificate of Acceptance for Equipment Description Description Rent Lease Term is for 36 months, with Rent payments due ® monthly;❑ quarterly; ❑semi - annual; ❑annually; Payment each in the amount set forth in the attached Schedule of Payments. Schedule Lessee shall pay Rent payments exclusively from legally available funds in U.S. currency to Lessor in the amounts and on the dates set forth herein, without notice or demand. TERMS AND CONDITIONS 1. LEASE. Subject to the terms of this Lease, Lessee agrees to lease from Lessor the equipment (the "Equipment ") described in the attached Certificate of Acceptance when Lessor accepts this Lease. Lessee agrees to be bound by all the terms of this Lease. 2. DELIVERY AND ACCEPTANCE OF EQUIPMENT. Acceptance of the Equipment occurs upon delivery. When Lessee receives the Equipment, Lessee agrees to inspect it and to verify by telephone or in writing such information as Lessor may require. Delivery and installation costs are Lessee's responsibility. If Lessee signed a purchase contract for the Equipment, by signing this Lease Lessee assigns its rights, but none of its obligations under the purchase contract, to Lessor. 3. RENT. Lessee agrees to pay Lessor Rent (plus applicable taxes) in the amount and frequency stated above. If Lessee's Rent payments are due in Advance, Lessee's first Rent payment is due on the date Lessee accepts the Equipment under the Lease. Lessor will advise Lessee as to (a) the due date of each Rent payment, and (b) the address to which Lessee must send payments. Rent is due whether or not Lessee receives an invoice from Lessor. Lessee will pay Lessor any required advance rent when Lessee signs this Lease. Lessee authorizes Lessor to change the Rent by not more than 15% due to changes in the Equipment configuration, which may occur prior to Lessor's acceptance of this Lease. Restrictive endorsements on checks Lessee sends to Lessor will not reduce Lessee's obligations to Lessor. Unless a proper exemption certificate is provided, applicable sales and use taxes will be added to the Rent. NON - APPROPRIATION OF FUNDS. Lessee intends to remit all Rent and other payments to Lessor for the full Lease Term if funds are legally available. In the event Lessee is not granted an appropriation of funds at any time during the Lease Term for the Equipment subject to this Lease and operating funds are not otherwise available to Lessee to pay the Rent and other payments due and to become due under this Lease, and there is no other legal procedure or available funds by or with which payment can be made to Lessor, and the non - appropriation did not result from an act or omission by Lessee, Lessee shall have the right to return the Equipment in accordance with Section 16 of the Lease and terminate this Lease on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee, except as the portion of Rent for which funds shall have been appropriated and budgeted. At least thirty (30) days prior to the end of Lessee's fiscal year, Lessee's chief executive officer (or legal counsel) shall certify in writing that (a) funds have not been appropriated for the upcoming fiscal period, (b) such non - appropriation did not result from any act or failure to act by Lessee, and (c) Lessee has exhausted all funds legally available for the payment of Rent. 4. UNCONDITIONAL OBLIGATION. LESSEE AGREES THAT IT IS UNCONDITIONALLY OBLIGATED TO PAY ALL RENT AND ANY OTHER AMOUNTS DUE UNDER THIS LEASE IN ALL FISCAL YEARS IN WHICH FUNDS HAVE BEEN APPROPRIATED NO MATTER WHAT HAPPENS, EVEN IF THE EQUIPMENT IS DAMAGED OR DESTROYED, IF IT IS DEFECTIVE OR IF LESSEE HAS TEMPORARY OR PERMANENT LOSS OF ITS USE. LESSEE IS NOT ENTITLED TO ANY REDUCTION OR SET -OFF AGAINST RENT OR OTHER AMOUNTS DUE UNDER THIS LEASE FOR ANY REASON WHATSOEVER. 5. DISCLAIMER OF WARRANTIES. THE EQUIPMENT IS BEING LEASED TO LESSEE IN "AS -IS" CONDITION. LESSEE AGREES THAT LESSOR HAS NOT MANUFACTURED THE EQUIPMENT AND THAT LESSEE HAS SELECTED THE EQUIPMENT BASED UPON LESSEE'S OWN JUDGMENT. LESSEE HAS NOT RELIED ON ANY STATEMENTS LESSOR OR ITS EMPLOYEES HAVE MADE. LESSOR HAS NOT MADE AND DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE EQUIPMENT'S MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, DESIGN, CONDITION, DURABILITY, OPERATION, QUALITY OF MATERIALS OR WORKMANSHIP, OR COMPLIANCE WITH SPECIFICATIONS OR APPLICABLE LAW. Lessee is aware of the name of the Equipment manufacturer and will contact the manufacturer for a description of their warranty rights. If the manufacturer has provided Lessor with a warranty, Lessor assigns its rights to such warranty to Lessee and Lessee may enforce all warranty rights directly against the manufacturer of the Equipment. Lessee agrees to settle any dispute regarding performance of the Equipment directly with the manufacturer of the Equipment. 6. TITLE AND SECURITY INTEREST. Unless otherwise required by the laws of the state where Lessee is located, Lessee shall have title to the Equipment immediately upon delivery and shall be deemed to be the owner of the Equipment as long as Lessee is not in default under this Lease. In the event of a default, title to the Equipment shall revert to Lessor free and clear of any rights or interest Lessee may have in the Equipment. Lessor shall not have a security interest in any of the Equipment under the Uniform Commercial Code of the State of Florida. Nothing in the Lease shall be interpreted or construed as granting Lessor a security interest in or other lien or encumbrance on any Equipment. Notwithstanding anything to the contrary in the Lease, Lessor waives and releases any right that it may have at law or in equity to specific or compulsory performance of any agreement of Lessee to return the Equipment to Lessor, to transfer legal or beneficial title to the Equipment to Lessor or to repossess or foreclose on any Equipment. 7. USE, MAINTENANCE AND REPAIR. Lessee will not move the Equipment from the Equipment Location without Lessor's advance written consent. Lessee will give Lessor reasonable access to the Equipment Location so that Lessor can check the Equipment's existence, condition and proper maintenance. Lessee will use the Equipment in the manner for which it was intended, as required by all applicable manuals and instructions, and keep it eligible for any manufacturer's certification and /or standard full service maintenance contract. At Lessee's own cost and expense, they will keep the Equipment in good repair, condition and working order, ordinary wear and tear excepted. Lessee will not make any permanent alterations to the Equipment. 8. TAXES. Lessee agrees to pay Lessor, when invoiced, all taxes (including any sales, use and personal property taxes), fines, interest and penalties relating to this Lease and the Equipment (excluding taxes based on Lessor's net income). Lessee agrees to file any required personal property tax returns and, if Lessor asks, Lessee will provide Lessor with proof of payment. Lessor does not have to contest any tax assessments. 9. INDEMNITY. Lessor is not responsible for any injuries, damages, penalties, claims or losses, inducing legal expenses, incurred by Lessee or any other person caused by the transportation, installation, manufacture, selection, purchase, lease, ownership, possession, modification, maintenance, condition, operation, use, return or disposition of the Equipment. To the extent permitted by law, Lessee agrees to reimburse Lessor for and defend Lessor against any claims for such losses, damages, penalties, claims, injuries, or expenses. This indemnity continues even after this Lease has expired, for acts or omissions which occurred during the Lease Term. 10. IDENTIFICATION. Lessee authorizes Lessor to insert or correct missing information on this Lease, including Lessee's official name, serial numbers and any other information describing the Equipment. Lessor will send Lessee copies of such changes. Lessee will attach to the Equipment any name plates or stickers Lessor provides. 11. LOSS OR DAMAGE. Lessee is responsible for any loss of the Equipment from any cause at all, whether or not insured, from the time the Equipment is shipped to Lessee until it is returned to Lessor. If any item of Equipment is lost, stolen or damaged, Lessee will promptly notify Lessor of such event. Then, at Lessor's option, Lessee will either (a) repair the Equipment so that it is in good condition and working order, eligible for any manufacturer's certification, or (b) pay Lessor an amount equal to the Net Book Value (as defined in Section 14) of the lost, stolen or damaged Equipment. If Lessee has satisfied their obligations under this Section 11, Lessor will forward to Lessee any insurance proceeds which Lessor receives for lost, damaged, or destroyed Equipment. If Lessee is in default, Lessor will apply any insurance proceeds Lessor receives to reduce Lessee's obligations under Section 14 of this Lease. 12. INSURANCE. Lessee agrees to (a) keep the Equipment fully insured against loss, naming Lessor as loss payee, and (b) obtain a general public liability insurance policy covering both personal injury and property damage in amounts not less than Lessor may tell Lessee, naming Lessor as additional insured, until Lessee has met all their obligations under this Lease. Lessor is under no duty to tell Lessee if Lessee's insurance coverage is adequate. The policies shall state that Lessor is to be notified of any proposed cancellation at least 30 days prior to the date set for cancellation. Upon Lessor's request, Lessee agrees to provide Lessor with certificates or other evidence of insurance acceptable to Lessor. If Lessee does not provide Lessor with evidence of proper insurance within 10 days of Lessor's request or Lessor receives notice of policy cancellation, Lessor may (but Lessor is not obligated to) obtain insurance on Lessor's interest in the Equipment at Lessee's expense. Lessee will pay all insurance premiums and related charges. 13. DEFAULT. Lessee will be in default under this Lease if any of the following happens: (a) Lessor does not receive any Rent or other payment due under this Lease within 10 days after its due date, (b) Lessee fails to perform or observe any other promise or obligation in this Lease and does not correct the default within 10 days after Lessor sends Lessee written notice of default, (c) any representation, warranty or statement Lessee has made in this Lease shall prove to have been false or misleading in any material respect, (d) any insurance carrier cancels or threatens to cancel any insurance on the Equipment, (e) the Equipment or any part of it is abused, illegally used, misused, lost, destroyed, or damaged beyond repair, (f) a petition is filed by or against Lessee under any bankruptcy or insolvency laws, or (g) Lessee defaults on any other agreement between it and Lessor (or Lessor's affiliates). 14. REMEDIES. Upon the occurrence of a default, Lessor may, in its sole discretion, do any or all of the following: (a) provide written notice to Lessee of default, (b) as liquidated damages for loss of a bargain and not as a penalty, declare due and payable, the present value of (i) any and all amounts which may be then due and payable by Lessee to Lessor under this Lease, plus (ii) all Rent payments remaining through the end of the then current fiscal year, discounted at the higher of 3% or the lowest rate allowed by law (collectively, the "Net Book Value ") and (c) require Lessee to immediately return the Equipment to Lessor. Lessor has the right to require Lessee to make the Equipment available to Lessor for repossession during reasonable business hours or Lessor may repossess the Equipment, so long as Lessor does not breach the peace in doing so, or Lessor may use legal process in compliance with applicable law pursuant to court order to have the Equipment repossessed. Lessee will not make any claims against Lessor or the Equipment for trespass, damage or any other reason. If Lessor takes possession of the Equipment Lessor may (a) sell or lease the Equipment at public or private sale or lease, and /or (b) exercise such other rights as may be allowed by applicable law. Although Lessee agrees that Lessor has no obligation to sell the Equipment, if Lessor does sell the Equipment, Lessor will reduce the Net Book Value by the amounts Lessor receives. Lessee will immediately pay Lessor the remaining Net Book Value. Lessee agrees (a) that Lessor only needs to give 10 days advance notice of any sale and no notice of advertising, (b) to pay all of the costs Lessor incurs to enforce Lessor's rights against Lessee, including attorney's fees, and (c) that Lessor will retain all of Lessor's rights against Lessee even if Lessor does not choose to enforce them at the time of Lessee's default. 15. LESSEE'S OPTION AT END OF LEASE. Provided Lessee is not in default, upon expiration of the Lease Term Lessee shall purchase all but not less than all of the Equipment for $112,000.00 (plus all sales and other applicable taxes). 16. RETURN OF EQUIPMENT. If (a) default occurs, or (b) a non - appropriation of funds occurs in accordance with Section 3, Lessee will immediately return the Equipment to any location(s) in the continental United States and aboard any carriers(s) Lessor may designate. The Equipment must be properly packed for shipment in accordance with the manufacturer's recommendations or specifications, freight prepaid and insured, maintained in accordance with Section 7, and in "Average Saleable Condition." "Average Saleable Condition" means that all of the Equipment is immediately available for use by a third party buyer, user or lessee, other than Lessee named in this Lease, without the need for any repair or refurbishment. All Equipment must be free of markings. Lessee will pay Lessor for any missing or defective parts or accessories. Lessee will continue to pay Rent until the Equipment is received and accepted by Lessor. 17. REPRESENTATIONS AND WARRANTIES. Lessee hereby represents and warrants to Lessor that as of the date of this Lease, and throughout the Lease Term: (a) Lessee is the entity indicated in this Lease; (b) Lessee is a State or a fully constituted political subdivision or agency of the State in which Lessee is located; (c) Lessee is duly organized and existing under the Constitution and laws of the State in which Lessee is located; (d) Lessee is authorized to enter into and carry out Lessee's obligations under this Lease, any documents relative to the acquisition of the Equipment and any other documents required to be delivered in connection with this Lease (collectively, the "Documents "); (e) the Documents have been duly authorized, executed and delivered by Lessee in accordance with all applicable laws, rules, ordinances, and regulations, the Documents are valid, legal, binding agreements, enforceable in accordance with their terms and the person(s) signing the Documents have the authority to do so, are acting with the full authorization of Lessee's governing body, and hold the offices indicated below their signature, each of which is genuine; (f) the Equipment is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of Lessee's authority and shall be used during the Lease Term only by Lessee and only to perform such function; (g) Lessee intends to use the Equipment for the entire Lease Term and shall take all necessary action to include in Lessee's annual budget any funds required to fulfill their obligations for each fiscal year during the Lease Term; (h) Lessee has complied fully with all applicable law governing open meetings, public bidding and appropriations required in connection with this Lease and the acquisition of the Equipment; (i) Lessee's obligations to remit Rent under this Lease constitutes a current expense and not a debt under applicable state law and no provision of this Lease constitutes a pledge of Lessee's tax or general revenues, and any provision which is so constructed by a court of competent jurisdiction is void from the inception of this lease; 0) all payments due and to become due during Lessee's current fiscal year are within the fiscal budget of such year, and are included within an unrestricted and unencumbered appropriation currently available for the lease /purchase of the Equipment; (k) Lessee shall not do or cause to be done any act which shall cause, or by omission of any act allow the interest portion of any Rent payment to become includible in Lessor's gross income for Federal income taxation purposes under the Internal Revenue Code of 1986, as amended, (the "Code "); (1) Lessee shall maintain a complete and accurate record of all assignments of this Lease in the form sufficient to comply with the book entry requirements of Section 149(a) of the Code and the regulations prescribed there under from time to time; (m) Lessee shall comply with the information reporting requirements of Section 149(e) of the Code; such compliance shall include, but not be limited to, the execution of IRS Form 8038 -G or 8038 -GC; and (n) all financial information Lessee has provided to Lessor is true and accurate and provides a good representation of Lessee's financial condition. Lessor acknowledges that (a) no Lease will be a general obligation of Lessee, (b) no Lease will be payable from a pledge of ad valorem taxes, and (c) no Lease shall constitute a pledge of either the full faith and credit of Lessee or the taxing power of Lessee. 18. LESSEE'S PROMISES. In addition to the other provisions of this Lease, Lessee agrees that during the term of this Lease (a) Lessee will promptly notify Lessor in writing if it moves Lessee's principal office or it changes its name or legal structure, (b) Lessee will provide to Lessor such financial information as may reasonably request from time to time, and (c) Lessee will take any action Lessor reasonably requests to protect Lessor's rights in the Equipment and to meet Lessee's obligations under this Lease. 19. ASSIGNMENT. LESSEE WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE, SUB -LEASE OR PART WITH POSSESSION OF THE EQUIPMENT OR FILE OR PERMIT A LIEN TO BE FILED AGAINST THE EQUIPMENT. Lessee will not attach any of the Equipment to any real estate. Upon Lessor's reasonable request and at Lessee's cost, Lessee will obtain from each person having an interest in the real estate where the Equipment is located a waiver of any rights they may have in the Equipment. 20. ASSIGNMENT BY LESSOR. This Lease, and the rights of Lessor hereunder and in and to the Equipment, may be assigned and reassigned in whole or in part to one or more assignees by Lessor or its assigns at any time without the necessity of obtaining the consent of Lessee; provided, however, no such assignment or reassignment shall be effective unless and until Lessee shall have been given written notice of assignment disclosing the name and address of the assignee or its agent authorized to receive payments and otherwise service this Lease on its behalf. Upon receipt of notice of assignment, Lessee agrees to record the same in records maintained for such purpose, and further, to make all payments as designated in the assignment, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Lease or otherwise) that Lessee may from time to time have against Lessor or Lessor's assigns. Lessee agrees to execute all documents, including acknowledgments of assignment, which may reasonably be requested by Lessor or its assigns to protect their interests in the Equipment and in this Lease. 21. COLLECTION EXPENSES, OVERDUE PAYMENT, TERMINATION. Lessee agrees that Lessor can, but does not have to, take on Lessee's behalf any action which Lessee fails to take as required by this Lease, and Lessor's expenses will be in addition to that of the Rent which Lessee owes Lessor. If Lessor receives any payment from Lessee after the due date, Lessee shall pay Lessor on demand as a late charge five percent (5 %) of such overdue amount, limited, however, to the maximum amount allowed by law. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of Default then existing, Lessee shall have the option to purchase all, but not less than all, of the Equipment covered by the Lease on any Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued interest, if any) plus the Termination Value amount set forth on the Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such Equipment "AS -IS, WHERE -IS," without representation or warranty by Lessor, express or implied, except for a representation that such Equipment is free and clear of any Liens created by Lessor. 22. AGREED LEASE RATE FACTOR. Lessee understands that the Equipment may be purchased for cash (the "Equipment Cost ") or it may be leased. By signing this Lease, Lessee acknowledges that is has chosen to lease the Equipment from Lessor for the Lease Term and that Lessee has agreed to pay Rent. Each payment of Rent includes a principal amount based on the Equipment Cost and a lease charge rate. If it is determined that Lessee's payments under this Lease result in an interest payment higher than allowed by applicable law, then any excess interest collected will be applied to the repayment of principal and interest will be charged at the highest rate allowed by law. In no event will Lessor charge or receive or will Lessee pay any amounts in excess of the legal amount. 23. MISCELLANEOUS. This Lease contains the entire agreement and supersedes any conflicting provision of any equipment purchase order or any other agreement. TIME IS OF THE ESSENCE IN THIS LEASE. If a court finds any provision of Lease to be unenforceable, the remaining terms of this Lease shall remain in effect. THIS LEASE IS A "FINANCE LEASE" AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. Lessee authorizes Lessor (or Lessor's agent) to (a) obtain credit reports, (b) make such other credit inquires as Lessor may deem necessary, and (c) furnish payment history information to credit reporting agencies. To the extent permitted by law, Lessor may charge Lessee a fee of $250.00 to cover Lessor's documentation and investigation costs. 24. NOTICES. All of Lessee's written notices to Lessor must be sent by certified mail or recognized overnight delivery service, postage prepaid, to Lessor at Lessor's address stated in this Lease, or by facsimile transmission to Lessor's facsimile telephone number, with oral confirmation of receipt. All of Lessor's notices to Lessee may be sent first class mail, postage prepaid, to Lessee's address stated in this Lease. At any time after this Lease is signed, Lessee or Lessor may change an address or facsimile telephone number by giving notice to the other of the change. 25. WAIVERS. LESSOR AND LESSEE EACH AGREE TO WAIVE, AND TO TAKE ALL REQUIRED STEPS TO WAIVE, ALL RIGHTS TO A JURY TRIAL. To the extent Lessee is permitted by applicable law, Lessee waives all rights and remedies conferred upon a lessee by Article 2A (Sections 508 -522) of the Uniform Commercial Code including but not limited to Lessee's rights to: (a) cancel or repudiate this Lease; (b) reject or revoke acceptance of the Equipment; (c) recover damages from Lessor for any breach of warranty or for any other reason; (d) grant a security interest in any Equipment in Lessee's possession. To the extent Lessee is permitted by applicable law, Lessee waives any rights Lessee now or later may have under any statute or otherwise which requires Lessor to sell or otherwise use any Equipment to reduce Lessor's damages, which requires Lessor to provide Lessee with notice of default, intent to accelerate amounts becoming due or acceleration of amounts becoming due, or which may otherwise limit or modify any of Lessor's rights or remedies. ANY ACTION LESSEE TAKES AGAINST LESSOR FOR ANY DEFAULT, INCLUDING BREACH OF WARRANTY OR INDEMNITY, MUST BE STARTED WITHIN ONE (1) YEAR AFTER THE EVENT, WHICH CAUSED IT. Lessor will not be liable for specific performance of this Lease or for any losses, damages, delay or failure to deliver Equipment. 26. SMALL ISSUER STATEMENT. Lessee hereby certifies to Lessor and its assigns that: a) Lessee designates the Lease as a "Qualified Tax - Exempt Obligation" for the purposes of Section 265(b)(3) of the Code; b) Lessee will own and operate the Equipment in the performance of its public purposes; and the Equipment will not be subject to the use or control of any other entity; c) Lessee will not designate more than Ten Million Dollars ($10,000,000) of tax - exempt obligations during the current calendar year as "Qualified Tax - Exempt Obligation ", Lessee reasonably expects to issue no more than Ten Million Dollars ($10,000,000) of tax- exempt obligations during the current calendar year; and d) For purposes of Paragraph 3 herein above, the amount of tax - exempt obligations stated as either issued or designated as "Qualified Tax - Exempt Obligations" includes tax- exempt obligations issued by all subordinate entities of Lessee, as provided in Section 265 (b) (3) (E) of the Code. IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS LEASE SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRITTEN AGREEMENT MAY NOT BE LEGALLY ENFORCED. THE TERMS OF THIS LEASE MAY ONLY BE CHANGED BY ANOTHER WRITTEN AGREEMENT BETWEEN LESSEE AND LESSOR. LESSEE AGREES TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS LEASE. LESSEE AGREES THAT THE EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. LESSEE CERTIFIES THAT ALL THE INFORMATION GIVEN IN THIS LEASE AND LESSEE'S APPLICATION WAS CORRECT AND COMPLETE WHEN THIS LEASE WAS SIGNED. THIS LEASE IS NOT BINDING UPON LESSOR OR EFFECTIVE UNLESS AND UNTIL LESSOR EXECUTES THIS LEASE. THIS LEASE WILL BE GOVERNED BY THE LAWS OF THE STATE OF THE LESSEE. PNC Equipment Finance, LLC ( "Lessor ") X Authori ature Authorized Signature Davi B. Norris Pri Name Print Name Mayor Titlnovember 8, 2012 Title: Date 995 Dalton Ave. 501 US Highway 1 Cincinnati OH 45203 North Palm Beach, FL 33408 OPIMON OF COUNSEL I have acted as counsel to the above - referenced Lessee (the "Lessee ") with respect to this Lease - Purchase Agreement by and between the Lessee and Lessor (the "Lease "), and in this capacity have reviewed the original or duplicate originals of the Lease and such other documents as I have deemed relevant. Based upon the foregoing, I am of the opinion that: (A) Lessee is a state or a fully constituted political subdivision or agency of a state within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended; (B) the execution, delivery and performance of the Lease by Lessee has been duly authorized by all necessary action on the part of Lessee; (C) the Lease constitutes a legal, valid and binding obligation of Lessee enforceable in accordance with its terms, except as limited by laws of general application affecting the enforcement of creditors' rights, and does not constitute a debt of Lessee which is prohibited by state law; (D) the authorization, approval and execution of the Lease and all other proceedings of Lessee related to the transactions contemplated thereby have been performed in accordance with all open- meeting laws, public bidding laws, and all other applicable state laws. The undersigned certifies that (s)he is an attorney duly authorized to practice law in the State of The foregoing opinions are limited to the laws of such State and federal laws of the United States. Attorney of Lessee By: - a— -,0 Print Name: Leonard G. Rubin Law firm: Leonard G. Rubin, P.A. E28 SCHEDULE OF PAYMENTS Lease Number 169721000 Attached to and made a part of that certain Lease - Purchase Agreement dated as of October 29, 2012 by and between PNC Equipment Finance, LLC, as Lessor, and Village of North Palm Beach, as Lessee. Rent payments are payable as follows: Payment Number Date Payment Interest Principal Termination* 1 $11,055.20 $0.00 $11,055.20 $472,122.10 2 $11,055.20 $1,595.41 $9,459.79 $462,473.11 3 $11,055.20 $1,562.81 $9,492.39 $452,790.87 4 $11,055.20 $1,530.09 $9,525.11 $443,075.26 5 $11,055.20 $1,497.26 $9,557.94 $433,326.16 6 $11,055.20 $1,464.31 $9,590.89 $423,543.45 7 $11,055.20 $1,431.26 $9,623.94 $413,727.03 8 $11,055.20 $1,398.08 $9,657.12 $403,876.77 9 $11,055.20 $1,364.80 $9,690.40 $393,992.56 10 $11,055.20 $1,331.40 $9,723.80 $384,074.29 11 $11,055.20 $1,297.88 $9,757.32 $374,121.82 12 $11,055.20 $1,264.25 $9,790.95 $364,135.05 13 $11,055.20 $1,230.50 $9,824.70 $354,113.86 14 $11,055.20 $1,196.64 $9,858.56 $344,058.13 15 $11,055.20 $1,162.66 $9,892.54 $333,967.74 16 $11,055.20 $1,128.56 $9,926.64 $323,842.56 17 $11,055.20 $1,094.34 $9,960.86 $313,682.49 18 $11,055.20 $1,060.01 $9,995.19 $303,487.39 19 $11,055.20 $1,025.56 $10,029.64 $293,257.16 20 $11,055.20 $990.99 $10,064.21 $282,991.67 21 $11,055.20 $956.30 $10,098.90 $272,690.79 22 $11,055.20 $921.49 $10,133.71 $262,354.40 23 $11,055.20 $886.56 $10,168.64 $251,982.39 24 $11,055.20 $851.51 $10,203.69 $241,574.63 25 $11,055.20 $816.34 $10,238.86 $231,130.99 26 $11,055.20 $781.05 $10,274.15 $220,651.36 27 $11,055.20 $745.63 $10,309.57 $210,135.60 28 $11,055.20 $710.10 $10,345.10 $199,583.59 29 $11,055.20 $674.44 $10,380.76 $188,995.22 30 $11,055.20 $638.66 $10,416.54 $178,370.35 31 $11,055.20 $602.76 $10,452.44 $167,708.86 32 $11,055.20 $566.73 $10,488.47 $157,010.62 33 $11,055.20 $530.58 $10,524.62 $146,275.51 34 $11,055.20 $494.30 $10,560.90 $135,503.39 35 $11,055.20 $457.90 $10,597.30 $124,694.14 36 $11,055.20 $421.37 $10,633.83 $113,847.64 37 $112,000.00 $384.67 $111,615.33 $0.00 *As provided in Section 21 of the Lease - Purchase Agreement. 501 US Highway 1 North Palm Beach, FL 33408 PNC Equipment Finance, LLC ( "Lessor ") By: Title 995 Dalton Ave. Cincinnati OH 45203 E24 RESOLUTION AND CERTIFICATE OF INCUMBENCY Lease Number 169721000 Lessee: Village of North Palm Beach Amount $473,920.00 WHEREAS, Lessee, a body politic and corporate duly organized and existing as a political subdivision, municipal corporation or similar public entity of the State or Commonwealth ( "the State') is authorized by the laws of the State to purchase, acquire and lease certain equipment and other property for the benefit of the Lessee and its inhabitants and to enter into contracts with respect thereto; and WHEREAS, pursuant to applicable law, the governing body of the Lessee ( "Governing Body ") is authorized to acquire, dispose of and encumber real and personal property, including, without limitation, rights and interest in property, leases and easements necessary to the functions or operations of the Lessee. WHEREAS, the Governing Body hereby finds and determines that the execution of one or more Lease - Purchase Agreements or lease schedules ( "Leases ") in the principal amount not exceeding the amount stated above for the purpose of acquiring the property ( "Equipment ") to be described in the Leases is appropriate and necessary to the functions and operations of the Lessee. WHEREAS, PNC Equipment Finance, LLC ( "Lessor") shall act as Lessor under said Leases. NOW, THEREFORE, Be It Ordained by the Governing Body of the Lessee: Section 1. Either one of the OR (each an "Authorized Representative ") acting on behalf of the Lessee, is hereby authorized to negotiate, enefer into, execute, and deliver one or more Leases in substantially the form set forth in the document presently before the Governing Body, which document is available for public inspection at the office of the Lessee. Each Authorized Representative acting on behalf of the Lessee is hereby authorized to negotiate, enter into, execute, and deliver such other documents relating to the Lease as the Authorized Representative deems necessary and appropriate. All other related contracts and agreements necessary and incidental to the Leases are hereby authorized. Section 2. By a written instrument signed by any Authorized Representative, said Authorized Representative may designate specifically identified officers or employees of the Lessee to execute and deliver agreements and documents relating to the Leases on behalf of the Lessee. Section 3. The aggregate original principal amount of the Leases shall not exceed the amount stated above and shall bear interest as set forth in the Leases and the Leases shall contain such options to purchase by the Lessee as set forth therein. Section 4. The Lessee's obligations under the Leases shall be subject to annual appropriation or renewal by the Governing Body as set forth in each Lease and the Lessee's obligations under the Leases shall not constitute general obligations of the Lessee or indebtedness under the Constitution or laws of the State. Section 5. As to each Lease, the Lessee reasonably anticipates to issue not more than $10,000,000 of tax - exempt obligations (other than "private activity bonds" which are not "qualified 501(c)(3) bonds ") during the fiscal year in which each such Lease is issued and hereby designat ach Lease as a qualified tax - exempt obligation for purposes of Section 265(b) of the Internal Revenue Code of 1986, as amended. Section 6. This resolution shall take effect immediately upon its adoption and approval. SIGNATURES AND TITLES OF AUTHORIZED REPRESENTATIVES: AUTHORIZED LEASg SIG David B. Norris Mayor Name Title Name Title Signature ADOPTED AND APPROVED on this u /7/671/,2012. Section 7. I, the undersigned Secretary/Clerk identified below, does hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of the above Lessee, a political subdivision duly organized and existing under the laws of the State where Lessee is located, that I have the title stated below, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. The undersigned Secretary/Clerk of the above -named Lessee hereby certifies and attests that the undersigned has access to the official records of the Governing Body of the Lessee, that the foregoing resolutions were duly adopted by said Governing Body of the Lessee at a meeting of said Governing Body and that such resolutions have not been amended or altered and are in full force and effect on the date stated below. LESSEE: Village of North Palm Beacb� [SEAL] Signature of Secretary/Cle of Lessee Print Name: Melissa Teal Official Title: Date: N V m , Form 8038 -G Information Return for Tax - Exempt Governmental Obligations (Rev. September 2011) ► Under Internal Revenue Code section 149(e) OMB No. 1545 -0720 IN- See separate instructions. Internal Revenue Service Department the Treasury Caution: If the issue price is under $100,000, use Form 8038 -GC. ■Tii■ Reporting Authoritv If Amended Return. check here ► 1 Issuer's name 2 Issuer's employer identification number (EIN) Village of North Palm Beach 596017984 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 31b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) Room /suite 5 Report number (For IRS Use Only) 501 US Highway 1 23 131 1 6 City, town, or post office, state, and ZIP code 7 Date of issue North Palm Beach, FI 33408 15 8 Name of issue 9 CUSIP number Lease #169721000 Proceeds used for credit enhancement . . . . . . . . . . . . 25 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see 10b Telephone number of officer or other instructions) employee shown on 10a ■:MMIM Tvoe of Issue (enter the issue Dricel. See the instructions and attach schedule. 11 12 13 14 15 16 17 18 19 20 Education . . . . . . . . . . . . . . . . . . . . . . . . Health and hospital . . . . . . . . . . . . . . . . . . . . Transportation . . . . . . . . . . . . . . . . . . . . . . Public safety . . . . . . . . . . . . . . . . . . . . . . . Environment (including sewage bonds) . . . . . . . . . . . . . . Housing . . . . . . . . . . . . . . . . . . . Utilities . . . . . . . . . . . . . . . . . Other. Describe No- 80 -EZ -GO GOLF CARTS & 80 -GPS UNITS If obligations are TANS or RANs, check only box 19a . . . . . . . . . If obligations are BANs, check only box 19b . . . . . . . . . . . . If obligations are in the form of a lease or installment sale, check box . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ► ❑ . . . . ► ❑ . . . . ► ❑✓ 11 Proceeds used for accrued interest . . . . . . . . . . . . . 22 12 23 13 23 14 24 Proceeds used for bond issuance costs (including underwriters' discount) . . 24 15 16 Proceeds used for credit enhancement . . . . . . . . . . . . 25 17 26 18 UM Ll Description of Obligations. Complete for the entire issue for which this form is being filed. (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield 21 29 473,920.00 NA 3 years % Uses of Proceeds of Bond Issue (including underwriters' discount) 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 required 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 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . 30 Description of Refunded Bonds. Complete this part only for refunding bonds. 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 advance refunded . . . . ► years 33 Enter the last date on which the refunded bonds will be called (MM /DD/YYYY) . . . . . . ► 34 Enter the date(s) the refunded bonds were issued ► (MM /DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 637735 Form 8038 -G (Rev. 9 -2011) Form 8038 -G (Rev. 9 -2011) Page 2 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 (GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a b Enter the final maturity date of the GIC ► c Enter the name of the GIC provider No- 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37 38a If this issue is a loan made from the proceeds of another tax- exempt issue, check box ► ❑ and enter the following information: b Enter the date of the master pool obligation ► c Enter the EIN of the issuer of the master pool obligation ► d Enter the name of the issuer of the master pool obligation ► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ► ✓❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . ► ❑ 41a If the issuer has identified a hedge, check here ► ❑ and enter the following information: b Name of hedge provider ► C Type of hedge Ol- d Term of hedge ► 42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . . ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount of reimbursement . . . . . . . . . ► b Enter the date the official intent was adopted No- Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature and belief, they are true, correct, and comp) I further declare that I consent to the IRS's disclosure of the issuer's rety�n information, as necessary to and process this return at authorized above. Consent ' //1 0, 2, ' (/ 11 A,4G g /� Cg rt s authorized representative ate Type or print name and title Paid Print/Type parer's name Preparer's signature Date Check ❑ if PTIN Preparer self - employed Use Only 1 Firm's name ► Firm's EIN ► Firm's address ► Phone no. Form 8038-G (Rev. 9 -2011) (DID PNC EQUIPMENT FINANCE Cincinnati, Ohio 45203 • Telephone (513) 421 -9191 Bill To: Remit To: Village of North Palm Beach dba North Palm Beach Country Club 501 US Highway 1 North Palm Beach, FL 33408 INVOICE Lease No. 169721000 IO2 Please Retain for Future Reference Page No. 1 INVOICE #169721000 Customer #1159276 INVOICE DATE DUE DATE 11/5/2012 Upon Receipt PNC Equipment Finance, LLC Attn: Lease Servicing /Set -Up Processing 995 Dalton Avenue Cincinnati, OH 45203 Initial Charges: Monthly Rent - 1s' Month $11,055.20 Sales Tax Exempt Florida Stamp $1,746.26 PAY THIS AMOUNT $12,801.46 CO3 PNC EQUIPMENT FINANCE November 2, 2012 Lease Number 169830000 Village of North Palm Beach Attn: Chuck Huff 501 US Highway 1 North Palm Beach, FL 33408 Dear Mr. Huff; Enclosed are the necessary documents needed to complete your lease transaction. Please review, sign and return the following: • Lease — Purchase Agreement - Please have the Authorized Signor execute the documents and provide their title Opinion of Counsel - Please have your attorney sign and provide the name of the law firm, if applicable Certificate of Acceptance — At the point of delivery, fill out this form and return the original to us. We will be unable to disburse funds until we receive this signed form. Schedule of Payments — Please sign and provide the title of the signor. • Resolution - Certificate of Incumbency- List your Authorized Representative(s) and their title(s) in the body of the Resolution. Have the Authorized Representatives provide their names, title and signatures(s) on the lines which appear under the Authorized Representative Signature Section near the bottom of the Resolution. Finally, have the Secretary or appropriate Trustee attest to the information of the Authorized Representative(s) by signing and printing his /her name, title and date on the last signature line provided. The person who validates the signature should not sign the Lease Agreement. The Resolution must reflect the title(s) of the individual(s) who have authorization to sign the documents. • Insurance Request Form — Fill in your insurer's information and sign. Please contact your insurer, prior to delivery, to obtain a certificate of insurance. Please enclose the certificate with the signed documentation or have the insurer fax the certificate directly to me. • IRS Form 8038GC — Please sign, date and include the title of the signor • Copy of Vendor Invoices — Vendor should send invoices directly to PNC with "Ship To" and "Bill To" in Lessee's name. • Sales Tax Exemption Certificate — Please return a copy with the documents. • Minutes of Governing Body (approving the purchase & finance of equipment) — Please return a copy with the documents. • Invoice for payment — Please send your check in the amount of $249.98, made payable to PNC Equipment Finance, LLC. Please return the documents to PNC Equipment Finance, LLC, Attn: Tracy Sparks 995 Dalton Avenue, Cincinnati, OH 45203 in the postage paid envelope enclosed. PNC Equipment Finance, LLC, in its sole discretion, reserves the right to adjust the payment factors in the enclosed documentation to reflect any changes in market conditions up to the date of funding. Our goal is to ensure that you receive the lowest payment available. Therefore, it is important that the documents are completed and returned by December 2, 2012. If you have any questions please contact Molly Williams at 513 - 455 -7420. Sincerely, Tracy Sparks Documentation Specialist E04 Lease - Purchase Agreement Dated as of November 2, 2012 Lease Number 169830000 Lessor: PNC Equipment Finance, LLC 995 Dalton Avenue Cincinnati, OH 45203 Lessee: LESSEE FULL LEGAL NAME FEDERAL TAX ID Village of North Palm Beach 596017984 Re: North Palm Beach Country Club 501 US Highway 1 North Palm Beach, FL 33408 Equipment See attached Certificate of Acceptance for Equipment Description Description Rent Lease Term is for 36 months, with Rent payments due ® monthly;❑ quarterly; ❑semi - annual; ❑annually; Payment each in the amount set forth in the attached Schedule of Payments. Schedule Lessee shall pay Rent payments exclusively from legally available funds in U.S. currency to Lessor in the amounts and on the dates set forth herein, without notice or demand. TERMS AND CONDITIONS 1. LEASE. Subject to the terms of this Lease, Lessee agrees to lease from Lessor the equipment (the "Equipment") described in the attached Certificate of Acceptance when Lessor accepts this Lease. Lessee agrees to be bound by all the terms of this Lease. 2. DELIVERY AND ACCEPTANCE OF EQUIPMENT. Acceptance of the Equipment occurs upon delivery. When Lessee receives the Equipment, Lessee agrees to inspect it and to verify by telephone or in writing such information as Lessor may require. Delivery and installation costs are Lessee's responsibility. If Lessee signed a purchase contract for the Equipment, by signing this Lease Lessee assigns its rights, but none of its obligations under the purchase contract, to Lessor. 3. RENT. Lessee agrees to pay Lessor Rent (plus applicable taxes) in the amount and frequency stated above. If Lessee's Rent payments are due in Advance, Lessee's first Rent payment is due on the date Lessee accepts the Equipment under the Lease. Lessor will advise Lessee as to (a) the due date of each Rent payment, and (b) the address to which Lessee must send payments. Rent is due whether or not Lessee receives an invoice from Lessor. Lessee will pay Lessor any required advance rent when Lessee signs this Lease. Lessee authorizes Lessor to change the Rent by not more than 15% due to changes in the Equipment configuration, which may occur prior to Lessor's acceptance of this Lease. Restrictive endorsements on checks Lessee sends to Lessor will not reduce Lessee's obligations to Lessor. Unless a proper exemption certificate is provided, applicable sales and use taxes will be added to the Rent. NON - APPROPRIATION OF FUNDS. Lessee intends to remit all Rent and other payments to Lessor for the full Lease Term if funds are legally available. In the event Lessee is not granted an appropriation of funds at any time during the Lease Term for the Equipment subject to this Lease and operating funds are not otherwise available to Lessee to pay the Rent and other payments due and to become due under this Lease, and there is no other legal procedure or available funds by or with which payment can be made to Lessor, and the non - appropriation did not result from an act or omission by Lessee, Lessee shall have the right to return the Equipment in accordance with Section 16 of the Lease and terminate this Lease on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee, except as the portion of Rent for which funds shall have been appropriated and budgeted. At least thirty (30) days prior to the end of Lessee's fiscal year, Lessee's chief executive officer (or legal counsel) shall certify in writing that (a) funds have not been appropriated for the upcoming fiscal period, (b) such non - appropriation did not result from any act or failure to act by Lessee, and (c) Lessee has exhausted all funds legally available for the payment of Rent. 4. UNCONDITIONAL OBLIGATION. LESSEE AGREES THAT IT IS UNCONDITIONALLY OBLIGATED TO PAY ALL RENT AND ANY OTHER AMOUNTS DUE UNDER THIS LEASE IN ALL FISCAL YEARS IN WHICH FUNDS HAVE BEEN APPROPRIATED NO MATTER WHAT HAPPENS, EVEN IF THE EQUIPMENT IS DAMAGED OR DESTROYED, IF IT IS DEFECTIVE OR IF LESSEE HAS TEMPORARY OR PERMANENT LOSS OF ITS USE. LESSEE IS NOT ENTITLED TO ANY REDUCTION OR SET -OFF AGAINST RENT OR OTHER AMOUNTS DUE UNDER THIS LEASE FOR ANY REASON WHATSOEVER. 5. DISCLAIMER OF WARRANTIES. THE EQUIPMENT IS BEING LEASED TO LESSEE IN "AS -IS" CONDITION. LESSEE AGREES THAT LESSOR HAS NOT MANUFACTURED THE EQUIPMENT AND THAT LESSEE HAS SELECTED THE EQUIPMENT BASED UPON LESSEE'S OWN JUDGMENT. LESSEE HAS NOT RELIED ON ANY STATEMENTS LESSOR OR ITS EMPLOYEES HAVE MADE. LESSOR HAS NOT MADE AND DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE EQUIPMENT'S MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, DESIGN, CONDITION, DURABILITY, OPERATION, QUALITY OF MATERIALS OR WORKMANSHIP, OR COMPLIANCE WITH SPECIFICATIONS OR APPLICABLE LAW. Lessee is aware of the name of the Equipment manufacturer and will contact the manufacturer for a description of their warranty rights. If the manufacturer has provided Lessor with a warranty, Lessor assigns its rights to such warranty to Lessee and Lessee may enforce all warranty rights directly against the manufacturer of the Equipment. Lessee agrees to settle any dispute regarding performance of the Equipment directly with the manufacturer of the Equipment. 6. TITLE AND SECURITY INTEREST. Unless otherwise required by the laws of the state where Lessee is located, Lessee shall have title to the Equipment immediately upon delivery and shall be deemed to be the owner of the Equipment as long as Lessee is not in default under this Lease. In the event of a default, title to the Equipment shall revert to Lessor free and clear of any rights or interest Lessee may have in the Equipment. Lessor shall not have a security interest in any of the Equipment under the Uniform Commercial Code of the State of Florida. Nothing in the Lease shall be interpreted or construed as granting Lessor a security interest in or other lien or encumbrance on any Equipment. Notwithstanding anything to the contrary in the Lease, Lessor waives and releases any right that it may have at law or in equity to specific or compulsory performance of any agreement of Lessee to return the Equipment to Lessor, to transfer legal or beneficial title to the Equipment to Lessor or to repossess or foreclose on any Equipment. 7. USE, MAINTENANCE AND REPAIR. Lessee will not move the Equipment from the Equipment Location without Lessor's advance written consent. Lessee will give Lessor reasonable access to the Equipment Location so that Lessor can check the Equipment's existence, condition and proper maintenance. Lessee will use the Equipment in the manner for which it was intended, as required by all applicable manuals and instructions, and keep it eligible for any manufacturer's certification and/or standard full service maintenance contract. At Lessee's own cost and expense, they will keep the Equipment in good repair, condition and working order, ordinary wear and tear excepted. Lessee will not make any permanent alterations to the Equipment. 8. TAXES. Lessee agrees to pay Lessor, when invoiced, all taxes (including any sales, use and personal property taxes), fines, interest and penalties relating to this Lease and the Equipment (excluding taxes based on Lessor's net income). Lessee agrees to file any required personal property tax returns and, if Lessor asks, Lessee will provide Lessor with proof of payment. Lessor does not have to contest any tax assessments. 9. INDEMNITY. Lessor is not responsible for any injuries, damages, penalties, claims or losses, inducing legal expenses, incurred by Lessee or any other person caused by the transportation, installation, manufacture, selection, purchase, lease, ownership, possession, modification, maintenance, condition, operation, use, return or disposition of the Equipment. To the extent permitted by law, Lessee agrees to reimburse Lessor for and defend Lessor against any claims for such losses, damages, penalties, claims, injuries, or expenses. This indemnity continues even after this Lease has expired, for acts or omissions which occurred during the Lease Term. 10. IDENTIFICATION. Lessee authorizes Lessor to insert or correct missing information on this Lease, including Lessee's official name, serial numbers and any other information describing the Equipment. Lessor will send Lessee copies of such changes. Lessee will attach to the Equipment any name plates or stickers Lessor provides. 11. LOSS OR DAMAGE. Lessee is responsible for any loss of the Equipment from any cause at all, whether or not insured, from the time the Equipment is shipped to Lessee until it is returned to Lessor. If any item of Equipment is lost, stolen or damaged, Lessee will promptly notify Lessor of such event. Then, at Lessor's option, Lessee will either (a) repair the Equipment so that it is in good condition and working order, eligible for any manufacturer's certification, or (b) pay Lessor an amount equal to the Net Book Value (as defined in Section 14) of the lost, stolen or damaged Equipment. If Lessee has satisfied their obligations under this Section 11, Lessor will forward to Lessee any insurance proceeds which Lessor receives for lost, damaged, or destroyed Equipment. If Lessee is in default, Lessor will apply any insurance proceeds Lessor receives to reduce Lessee's obligations under Section 14 of this Lease. 12. INSURANCE. Lessee agrees to (a) keep the Equipment fully insured against loss, naming Lessor as loss payee, and (b) obtain a general public liability insurance policy covering both personal injury and property damage in amounts not less than Lessor may tell Lessee, naming Lessor as additional insured, until Lessee has met all their obligations under this Lease. Lessor is under no duty to tell Lessee if Lessee's insurance coverage is adequate. The policies shall state that Lessor is to be notified of any proposed cancellation at least 30 days prior to the date set for cancellation. Upon Lessor's request, Lessee agrees to provide Lessor with certificates or other evidence of insurance acceptable to Lessor. If Lessee does not provide Lessor with evidence of proper insurance within 10 days of Lessor's request or Lessor receives notice of policy cancellation, Lessor may (but Lessor is not obligated to) obtain insurance on Lessor's interest in the Equipment at Lessee's expense. Lessee will pay all insurance premiums and related charges. 13. DEFAULT. Lessee will be in default under this Lease if any of the following happens: (a) Lessor does not receive any Rent or other payment due under this Lease within 10 days after its due date, (b) Lessee fails to perform or observe any other promise or obligation in this Lease and does not correct the default within 10 days after Lessor sends Lessee written notice of default, (c) any representation, warranty or statement Lessee has made in this Lease shall prove to have been false or misleading in any material respect, (d) any insurance carrier cancels or threatens to cancel any insurance on the Equipment, (e) the Equipment or any part of it is abused, illegally used, misused, lost, destroyed, or damaged beyond repair, (f) a petition is filed by or against Lessee under any bankruptcy or insolvency laws, or (g) Lessee defaults on any other agreement between it and Lessor (or Lessor's affiliates). 14. REMEDIES. Upon the occurrence of a default, Lessor may, in its sole discretion, do any or all of the following: (a) provide written notice to Lessee of default, (b) as liquidated damages for loss of a bargain and not as a penalty, declare due and payable, the present value of (i) any and all amounts which may be then due and payable by Lessee to Lessor under this Lease, plus (ii) all Rent payments remaining through the end of the then current fiscal year, discounted at the higher of 3% or the lowest rate allowed by law (collectively, the "Net Book Value ") and (c) require Lessee to immediately return the Equipment to Lessor. Lessor has the right to require Lessee to make the Equipment available to Lessor for repossession during reasonable business hours or Lessor may repossess the Equipment, so long as Lessor does not breach the peace in doing so, or Lessor may use legal process in compliance with applicable law pursuant to court order to have the Equipment repossessed. Lessee will not make any claims against Lessor or the Equipment for trespass, damage or any other reason. If Lessor takes possession of the Equipment Lessor may (a) sell or lease the Equipment at public or private sale or lease, and/or (b) exercise such other rights as may be allowed by applicable law. Although Lessee agrees that Lessor has no obligation to sell the Equipment, if Lessor does sell the Equipment, Lessor will reduce the Net Book Value by the amounts Lessor receives. Lessee will immediately pay Lessor the remaining Net Book Value. Lessee agrees (a) that Lessor only needs to give 10 days advance notice of any sale and no notice of advertising, (b) to pay all of the costs Lessor incurs to enforce Lessor's rights against Lessee, including attorney's fees, and (c) that Lessor will retain all of Lessor's rights against Lessee even if Lessor does not choose to enforce them at the time of Lessee's default. 15. LESSEE'S OPTION AT END OF LEASE. Provided Lessee is not in default, upon expiration of the Lease Term Lessee has the option to purchase all but not less than all of the Equipment for $3,900.00 (plus all sales and other applicable taxes). 16. RETURN OF EQUIPMENT. If (a) default occurs, or (b) a non - appropriation of funds occurs in accordance with Section 3, Lessee will immediately return the Equipment to any location(s) in the continental United States and aboard any carriers(s) Lessor may designate. The Equipment must be properly packed for shipment in accordance with the manufacturer's recommendations or specifications, freight prepaid and insured, maintained in accordance with Section 7, and in "Average Saleable Condition." "Average Saleable Condition" means that all of the Equipment is immediately available for use by a third party buyer, user or lessee, other than Lessee named in this Lease, without the need for any repair or refurbishment. All Equipment must be free of markings. Lessee will pay Lessor for any missing or defective parts or accessories. Lessee will continue to pay Rent until the Equipment is received and accepted by Lessor. 17. REPRESENTATIONS AND WARRANTIES. Lessee hereby represents and warrants to Lessor that as of the date of this Lease, and throughout the Lease Term: (a) Lessee is the entity indicated in this Lease; (b) Lessee is a State or a fully constituted political subdivision or agency of the State in which Lessee is located; (c) Lessee is duly organized and existing under the Constitution and laws of the State in which Lessee is located; (d) Lessee is authorized to enter into and carry out Lessee's obligations under this Lease, any documents relative to the acquisition of the Equipment and any other documents required to be delivered in connection with this Lease (collectively, the "Documents "); (e) the Documents have been duly authorized, executed and delivered by Lessee in accordance with all applicable laws, rules, ordinances, and regulations, the Documents are valid, legal, binding agreements, enforceable in accordance with their terms and the person(s) signing the Documents have the authority to do so, are acting with the full authorization of Lessee's governing body, and hold the offices indicated below their signature, each of which is genuine; (f) the Equipment is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of Lessee's authority and shall be used during the Lease Term only by Lessee and only to perform such function; (g) Lessee intends to use the Equipment for the entire Lease Term and shall take all necessary action to include in Lessee's annual budget any funds required to fulfill their obligations for each fiscal year during the Lease Term; (h) Lessee has complied fully with all applicable law governing open meetings, public bidding and appropriations required in connection with this Lease and the acquisition of the Equipment; (i) Lessee's obligations to remit Rent under this Lease constitutes a current expense and not a debt under applicable state law and no provision of this Lease constitutes a pledge of Lessee's tax or general revenues, and any provision which is so constructed by a court of competent jurisdiction is void from the inception of this lease; 0) all payments due and to become due during Lessee's current fiscal year are within the fiscal budget of such year, and are included within an unrestricted and unencumbered appropriation currently available for the lease /purchase of the Equipment; (k) Lessee shall not do or cause to be done any act which shall cause, or by omission of any act allow the interest portion of any Rent payment to become includible in Lessor's gross income for Federal income taxation purposes under the Internal Revenue Code of 1986, as amended, (the "Code "); (1) Lessee shall maintain a complete and accurate record of all assignments of this Lease in the form sufficient to comply with the book entry requirements of Section 149(a) of the Code and the regulations prescribed there under from time to time; (m) Lessee shall comply with the information reporting requirements of Section 149(e) of the Code; such compliance shall include, but not be limited to, the execution of IRS Form 8038 -G or 8038 -GC; and (n) all financial information Lessee has provided to Lessor is true and accurate and provides a good representation of Lessee's financial condition. Lessor acknowledges that (a) no Lease will be a general obligation of Lessee, (b) no Lease will be payable from a pledge of ad valorem taxes, and (c) no Lease shall constitute a pledge of either the full faith and credit of Lessee or the taxing power of Lessee. 18. LESSEE'S PROMISES. In addition to the other provisions of this Lease, Lessee agrees that during the term of this Lease (a) Lessee will promptly notify Lessor in writing if it moves Lessee's principal office or it changes its name or legal structure, (b) Lessee will provide to Lessor such financial information as may reasonably request from time to time, and (c) Lessee will take any action Lessor reasonably requests to protect Lessor's rights in the Equipment and to meet Lessee's obligations under this Lease. 19. ASSIGNMENT. LESSEE WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE, SUB -LEASE OR PART WITH POSSESSION OF THE EQUIPMENT OR FILE OR PERMIT A LIEN TO BE FILED AGAINST THE EQUIPMENT. Lessee will not attach any of the Equipment to any real estate. Upon Lessor's reasonable request and at Lessee's cost, Lessee will obtain from each person having an interest in the real estate where the Equipment is located a waiver of any rights they may have in the Equipment. 20. ASSIGNMENT BY LESSOR. This Lease, and the rights of Lessor hereunder and in and to the Equipment, may be assigned and reassigned in whole or in part to one or more assignees by Lessor or its assigns at any time without the necessity of obtaining the consent of Lessee; provided, however, no such assignment or reassignment shall be effective unless and until Lessee shall have been given written notice of assignment disclosing the name and address of the assignee or its agent authorized to receive payments and otherwise service this Lease on its behalf. Upon receipt of notice of assignment, Lessee agrees to record the same in records maintained for such purpose, and further, to make all payments as designated in the assignment, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Lease or otherwise) that Lessee may from time to time have against Lessor or Lessor's assigns. Lessee agrees to execute all documents, including acknowledgments of assignment, which may reasonably be requested by Lessor or its assigns to protect their interests in the Equipment and in this Lease. 21. COLLECTION EXPENSES, OVERDUE PAYMENT, TERMINATION. Lessee agrees that Lessor can, but does not have to, take on Lessee's behalf any action which Lessee fails to take as required by this Lease, and Lessor's expenses will be in addition to that of the Rent which Lessee owes Lessor. If Lessor receives any payment from Lessee after the due date, Lessee shall pay Lessor on demand as a late charge five percent (5 %) of such overdue amount, limited, however, to the maximum amount allowed by law. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of Default then existing, Lessee shall have the option to purchase all, but not less than all, of the Equipment covered by the Lease on any Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued interest, if any) plus the Termination Value amount set forth on the Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such Equipment "AS -IS, WHERE -IS," without representation or warranty by Lessor, express or implied, except for a representation that such Equipment is free and clear of any Liens created by Lessor. 22. AGREED LEASE RATE FACTOR. Lessee understands that the Equipment may be purchased for cash (the "Equipment Cost ") or it may be leased. By signing this Lease, Lessee acknowledges that is has chosen to lease the Equipment from Lessor for the Lease Term and that Lessee has agreed to pay Rent. Each payment of Rent includes a principal amount based on the Equipment Cost and a lease charge rate. If it is determined that Lessee's payments under this Lease result in an interest payment higher than allowed by applicable law, then any excess interest collected will be applied to the repayment of principal and interest will be charged at the highest rate allowed by law. In no event will Lessor charge or receive or will Lessee pay any amounts in excess of the legal amount. 23. MISCELLANEOUS. This Lease contains the entire agreement and supersedes any conflicting provision of any equipment purchase order or any other agreement. TIME IS OF THE ESSENCE IN THIS LEASE. If a court finds any provision of Lease to be unenforceable, the remaining terms of this Lease shall remain in effect. THIS LEASE IS A "FINANCE LEASE" AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. Lessee authorizes Lessor (or Lessor's agent) to (a) obtain credit reports, (b) make such other credit inquires as Lessor may deem necessary, and (c) furnish payment history information to credit reporting agencies. To the extent permitted by law, Lessor may charge Lessee a fee of $250.00 to cover Lessor's documentation and investigation costs. 24. NOTICES. All of Lessee's written notices to Lessor must be sent by certified mail or recognized overnight delivery service, postage prepaid, to Lessor at Lessor's address stated in this Lease, or by facsimile transmission to Lessor's facsimile telephone number, with oral confirmation of receipt. All of Lessor's notices to Lessee may be sent first class mail, postage prepaid, to Lessee's address stated in this Lease. At any time after this Lease is signed, Lessee or Lessor may change an address or facsimile telephone number by giving notice to the other of the change. 25. WAIVERS. LESSOR AND LESSEE EACH AGREE TO WAIVE, AND TO TAKE ALL REQUIRED STEPS TO WAIVE, ALL RIGHTS TO A JURY TRIAL. To the extent Lessee is permitted by applicable law, Lessee waives all rights and remedies conferred upon a lessee by Article 2A (Sections 508 -522) of the Uniform Commercial Code including but not limited to Lessee's rights to: (a) cancel or repudiate this Lease; (b) reject or revoke acceptance of the Equipment; (c) recover damages from Lessor for any breach of warranty or for any other reason; (d) grant a security interest in any Equipment in Lessee's possession. To the extent Lessee is permitted by applicable law, Lessee waives any rights Lessee now or later may have under any statute or otherwise which requires Lessor to sell or otherwise use any Equipment to reduce Lessor's damages, which requires Lessor to provide Lessee with notice of default, intent to accelerate amounts becoming due or acceleration of amounts becoming due, or which may otherwise limit or modify any of Lessor's rights or remedies. ANY ACTION LESSEE TAKES AGAINST LESSOR FOR ANY DEFAULT, INCLUDING BREACH OF WARRANTY OR INDEMNITY, MUST BE STARTED WITHIN ONE (1) YEAR AFTER THE EVENT, WHICH CAUSED IT. Lessor will not be liable for specific performance of this Lease or for any losses, damages, delay or failure to deliver Equipment. 26. SMALL ISSUER STATEMENT. Lessee hereby certifies to Lessor and its assigns that: a) Lessee designates the Lease as a "Qualified Tax - Exempt Obligation" for the purposes of Section 265(b)(3) of the Code; b) Lessee will own and operate the Equipment in the performance of its public purposes; and the Equipment will not be subject to the use or control of any other entity; c) Lessee will not designate more than Ten Million Dollars ($10,000,000) of tax - exempt obligations during the current calendar year as "Qualified Tax - Exempt Obligation ", Lessee reasonably expects to issue no more than Ten Million Dollars ($10,000,000) of tax- exempt obligations during the current calendar year; and d) For purposes of Paragraph 3 herein above, the amount of tax - exempt obligations stated as either issued or designated as "Qualified Tax - Exempt Obligations" includes tax- exempt obligations issued by all subordinate entities of Lessee, as provided in Section 265 (b) (3) (E) of the Code. IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS LEASE SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRITTEN AGREEMENT MAY NOT BE LEGALLY ENFORCED. THE TERMS OF THIS LEASE MAY ONLY BE CHANGED BY ANOTHER WRITTEN AGREEMENT BETWEEN LESSEE AND LESSOR. LESSEE AGREES TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS LEASE. LESSEE AGREES THAT THE EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. LESSEE CERTIFIES THAT AL E INFORMATION GIVEN IN THIS LEASE AND LESSEE'S APPLICATION WAS CORRECT AND COMPLETE WHEN THIS LE E S SIGNED. THIS LEASE IS NOT BINDING UPON LESSOR OR EFFECTIVE UNLESS AND UNTIL LESSOR EXECUTES THIS L ASE. VHIS LEASE WILL BE GOVERNED BY THE LAWS OF THE STATE OF THE LESSEE. Villaci of N h PNC Equipment Finance. LLC ( "Le ee ") ( "Lessor ") X Authorized Signature Print Name Title: I Title: November 8, 2012 Date 995 Dalton Ave. 501 US Highway 1 Cincinnati OH 45203 North Palm Beach, FL 33408 OPINION OF COUNSEL I have acted as counsel to the above - referenced Lessee (the "Lessee ") with respect to this Lease - Purchase Agreement by and between the Lessee and Lessor (the "Lease "), and in this capacity have reviewed the original or duplicate originals of the Lease and such other documents as I have deemed relevant. Based upon the foregoing, I am of the opinion that: (A) Lessee is a state or a fully constituted political subdivision or agency of a state within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended; (B) the execution, delivery and performance of the Lease by Lessee has been duly authorized by all necessary action on the part of Lessee; (C) the Lease constitutes a legal, valid and binding obligation of Lessee enforceable in accordance with its terms, except as limited by laws of general application affecting the enforcement of creditors' rights, and does not constitute a debt of Lessee which is prohibited by state law; (D) the authorization, approval and execution of the Lease and all other proceedings of Lessee related to the transactions contemplated thereby have been performed in accordance with all open- meeting laws, public bidding laws, and all other applicable state laws. The undersigned certifies that (s)he is an attorney duly authorized to practice law in the State of Florida. The foregoing opinions are limited to the laws of such State and federal laws of the United States. Attorney of Lessee By. Print Name: Leonara U. KUDin Lawfirm: Leonard r Rubin, P.A. E28 SCHEDULE OF PAYMENTS Lease Number 169830000 Attached to and made a part of that certain Lease - Purchase Agreement dated as of November 2, 2012 by and between PNC Equipment Finance, LLC, as Lessor, and Village of North Palm Beach, as Lessee. Rent payments are payable as follows: Payment Number Date Payment Interest Principal Termination* 1 $249.98 $39.26 $210.72 $11,950.48 2 $249.98 $38.57 $211.41 $11,734.85 3 $249.98 $37.87 $212.11 $11,518.49 4 $249.98 $37.17 $212.81 $11,301.43 5 $249.98 $36.47 $213.51 $11,083.65 6 $249.98 $35.77 $214.21 $10,865.15 7 $249.98 $35.06 $214.92 $10,645.93 8 $249.98 $34.36 $215.62 $10,426.00 9 $249.98 $33.65 $216.33 $10,205.34 10 $249.98 $32.93 $217.05 $9,983.95 11 $249.98 $32.22 $217.76 $9,761.84 12 $249.98 $31.50 $218.48 $9,538.99 13 $249.98 $30.78 $219.20 $9,315.41 14 $249.98 $30.06 $219.92 $9,091.09 15 $249.98 $29.34 $220.64 $8,866.03 16 $249.98 $28.61 $221.37 $8,640.24 17 $249.98 $27.88 $222.10 $8,413.69 18 $249.98 $27.15 $222.83 $8,186.41 19 $249.98 $26.42 $223.56 $7,958.38 20 $249.98 $25.68 $224.30 $7,729.59 21 $249.98 $24.94 $225.04 $7,500.05 22 $249.98 $24.20 $225.78 $7,269.75 23 $249.98 $23.46 $226.52 $7,038.70 24 $249.98 $22.71 $227.27 $6,806.89 25 $249.98 $21.97 $228.01 $6,574.32 26 $249.98 $21.22 $228.76 $6,340.98 27 $249.98 $20.46 $229.52 $6,106.87 28 $249.98 $19.71 $230.27 $5,872.00 29 $249.98 $18.95 $231.03 $5,636.35 30 $249.98 $18.19 $231.79 $5,399.92 31 $249.98 $17.43 $232.55 $5,162.72 32 $249.98 $16.66 $233.32 $4,924.73 33 $249.98 $15.89 $234.09 $4,685.96 34 $249.98 $15.12 $234.86 $4,446.40 35 $249.98 $14.35 $235.63 $4,206.06 36 $249.98 $13.57 $236.41 $3,964.92 37 $3,900.00 $12.82 $3,887.18 $0.00 *As provided in Section 21 of the Lease - Purchase Agreement. 501 US Highway 1 North Palm Beach, FL 33408 PNC Equipment Finance, LLC ( "Lessor ") By: Title 995 Dalton Ave. Cincinnati OH 45203 E24 RESOLUTION AND CERTIFICATE OF INCUMBENCY Lease Number 169830000 Lessee: Village of North Palm Beach Amount $11,926.88 WHEREAS, Lessee, a body politic and corporate duly organized and existing as a political subdivision, municipal corporation or similar public entity of the State or Commonwealth ( "the State') is authorized by the laws of the State to purchase, acquire and lease certain equipment and other property for the benefit of the Lessee and its inhabitants and to enter into contracts with respect thereto; and WHEREAS, pursuant to applicable law, the governing body of the Lessee ( "Governing Body ") is authorized to acquire, dispose of and encumber real and personal property, including, without limitation, rights and interest in property, leases and easements necessary to the functions or operations of the Lessee. WHEREAS, the Governing Body hereby finds and determines that the execution of one or more Lease - Purchase Agreements or lease schedules ( "Leases') in the principal amount not exceeding the amount stated above for the purpose of acquiring the property ( "Equipment ") to be described in the Leases is appropriate and necessary to the functions and operations of the Lessee. WHEREAS, PNC Equipment Finance, LLC ( "Lessor") shall act as Lessor under said Leases. NOW, THEREFORE, Be It Ordained by the Governing Body of the Lessee: Section 1. Either one of the iiA OR (each an "Authorized Representative ") acting on behalf of the Lessee, is hereby authorized to negotiate, enter Tnto, execute, and deliver one or more Leases in substantially the form set forth in the document presently before the Governing Body, which document is available for public inspection at the office of the Lessee. Each Authorized Representative acting on behalf of the Lessee is hereby authorized to negotiate, enter into, execute, and deliver such other documents relating to the Lease as the Authorized Representative deems necessary and appropriate. All other related contracts and agreements necessary and incidental to the Leases are hereby authorized. Section 2. By a written instrument signed by any Authorized Representative, said Authorized Representative may designate specifically identified officers or employees of the Lessee to execute and deliver agreements and documents relating to the Leases on behalf of the Lessee. Section 3. The aggregate original principal amount of the Leases shall not exceed the amount stated above and shall bear interest as set forth in the Leases and the Leases shall contain such options to purchase by the Lessee as set forth therein. Section 4. The Lessee's obligations under the Leases shall be subject to annual appropriation or renewal by the Governing Body as set forth in each Lease and the Lessee's obligations under the Leases shall not constitute general obligations of the Lessee or indebtedness under the Constitution or laws of the State. Section 5. As to each Lease, the Lessee reasonably anticipates to issue not more than $10,000,000 of tax - exempt obliga ' s (other than "private activity bonds" which are not "qualified 501(c)(3) bonds ") during the fiscal year in which each such Lease is issued and hereby desig es ch Lease as a qualified tax - exempt obligation for purposes of Section 265(b) of the Internal Revenue Code of 1986, as amended. Section 6. This resolution shall take effect immediately upon its adoption and approval. SIGNATURES AND TITLES OF AUTHORIZED REPRESENTATIVES: AUTHORIZED LEA SIG R David B. Norris Mayor Name Title Si nature e Title Signature ADOPTED AND APPROVED on this fm 411 l , 2012. Section 7. I, the undersigned Secretary/Clerk identified below, does hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of the above Lessee, a political subdivision duly organized and existing under the laws of the State where Lessee is located, that I have the title stated below, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. The undersigned Secretary/Clerk of the above -named Lessee hereby certifies and attests that the undersigned has access to the official records of the Governing Body of the Lessee, that the foregoing resolutions were duly adopted by said Governing Body of the Lessee at a meeting of said Governing Body and that such resolutions have not been amended or altered and are in full force and effect on the date stated below. LES,SE5;,Villlpge of North Palm Beach [SEAL] Signature of Secretary/Clerk of L see Print Name: Melissa Teal Official Title I ex , Date: 1460jm r- 8, LV11L Do PNC EQUIPMENT FINANCE Cincinnati, Ohio 45203 • Telephone (513) 421 -9191 Village of North Palm Beach dba North Palm Beach Country Club 501 US Highway 1 North Palm Beach, FL 33408 Lease No. 169830000 102 Please Retain for Future Reference Page No. 1 INVOICE #169830000 Customer #1159276 INVOICE DATE DUE DATE 11/3/2012 30 days after Remit To: acceptance PNC Equipment Finance, LLC Attn: Lease Servicing /Set -Up Processing 995 Dalton Avenue Cincinnati, OH 45203 INVOICE Initial Charges: Monthly Rent - 1s` Month $249.98 Sales Tax exempt PAY THIS AMOUNT $249,88 Form 8038 -GC (Rev. January 2012) Department of the Treasury Internal Revenue Service Information Return for Small Tax - Exempt Governmental Bond Issues, Leases, and Installment Sales ► Under Internal Revenue Code section 149(e) Caution: If the issue Authority !e of the issue is $100,000 or more, use Form 8038 -G. OMB No. 1545 -0720 It Amended Return 1 Issuer's name 2 Issuer's employer identification number (EIN) Village of North Palm Beach 5 9 1 6 0 1 7 9 8 4 3 Number and street (or P.O. box if mail is not delivered to street address) Room /suite 501 US Highway 1 Lease#169830000 9a 4 City, town, or post office, state, and ZIP code 5 Report number (For IRS Use Only) North Palm Beach, FI 33408 Print/Type preps s name 6 Name and title of officer or other employee of issuer or designated contact person whom the IRS may call for more information 7 Telephone number of officer or legal representative j Representing a loan from the proceeds of another tax- exempt obligation (for example, bond bank) . 9j k Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9k 10 If the issuer has designated any issue under section 265(b)(3)(13)(i)(III) (small issuer exception), check this box . . . . ► ✓❑ 11 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check this box (see instructions) . . . . . . . ► ❑ 12 Vendor's or bank's name: 13 Vendor's or bank's emolover identification number: I Description of Obligations Check one: a single issue ❑ or a consolidated return ❑ . 8a b 9 a b c d e f g h i Issue price of obligation(s) (see instructions) . . . . . . . . . . . . . . . . . . Issue date (single issue) or calendar date (consolidated). Enter date in mm /dd /yyyy format (for example, 01/01/2009) (see instructions) ► Amount of the reported obligation(s) on line 8a that is: For leases for vehicles . . . . . . . . . . . . . . . . . . . . . . . . . For leases for office equipment . . . . . . . . . . . . . . . . . . . . . . . For leases for real property . . . . . . . . . . . . . . . . . . . . . . . . For leases for other (see instructions) . . . . . . . . . . . . . . . . . . . . . For bank loans for vehicles . . . . . . . . . . . . . . . . . . . . . . . . For bank loans for office equipment . . . . . . . . . . . . . . . . . . . . . For bank loans for real property . . . . . . . . . . . . . . . . . . . . . . . For bank loans for other (see instructions) . . . . . . . . . . . . . . . . . . . Used to refund prior issue(s) . . . . . . . . . . . . . . . . . . . . . . . 8a $11,926.88 Consent 9a 9b Paid Print/Type preps s name 9c Date Check ❑ if 9d x 9e self - employed 9f Use Only Firm's name ► 9g Firm's address ► 9h 9i j Representing a loan from the proceeds of another tax- exempt obligation (for example, bond bank) . 9j k Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9k 10 If the issuer has designated any issue under section 265(b)(3)(13)(i)(III) (small issuer exception), check this box . . . . ► ✓❑ 11 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check this box (see instructions) . . . . . . . ► ❑ 12 Vendor's or bank's name: 13 Vendor's or bank's emolover identification number: I General Instructions Section references are to the Internal Revenue Code unless otherwise noted. What's New The IRS has created a page on IRS.gov for information about the Form 8038 series and its instructions, at www.irs.gov 1form8038. Information about any future developments affecting the Form 8038 series (such as legislation enacted after we release it) will be posted on that page. Purpose of Form Form 8038 -GC is used by the 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 a tax - 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 for a single issue. Issuers have the option to file a separate Form 8038 -GC for any tax - exempt governmental obligation with an issue price of less than $100,000. An issuer of a tax - 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 the line 11 instructions). Filing a consolidated return for multiple issues. 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, if the issue is a construction issue, 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. Cat. No. 641088 Form 8038-GC (Rev. 1 -2012) 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 Signature g true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to process this return, to the person(s) and that I have authorized above. • .1 - �' �' '" Consent ' !ti[ C.z Signature of issu ' orized representative bate Type or print name and title Paid Print/Type preps s name Preparer's signature Date Check ❑ if PTIN Preparer self - employed Use Only Firm's name ► Firm's EIN ► Firm's address ► I Phone no. General Instructions Section references are to the Internal Revenue Code unless otherwise noted. What's New The IRS has created a page on IRS.gov for information about the Form 8038 series and its instructions, at www.irs.gov 1form8038. Information about any future developments affecting the Form 8038 series (such as legislation enacted after we release it) will be posted on that page. Purpose of Form Form 8038 -GC is used by the 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 a tax - 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 for a single issue. Issuers have the option to file a separate Form 8038 -GC for any tax - exempt governmental obligation with an issue price of less than $100,000. An issuer of a tax - 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 the line 11 instructions). Filing a consolidated return for multiple issues. 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, if the issue is a construction issue, 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. Cat. No. 641088 Form 8038-GC (Rev. 1 -2012)