Res 2018-105 Fire Engine Lease AgreementRESOLUTION 2018-105
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA ACCEPTING A PROPOSAL FROM
LEASING 2, INC. FOR THE LEASE OF ONE SUTPHEN FIRE ENGINE
EQUIPPED TO VILLAGE SPECIFICATIONS PURSUANT TO PRICING
ESTABLISHED BY FLORIDA SHERIFFS ASSOCIATION CONTRACT;
APPROVING A DEFERRED PURCHASE VALUE AGREEMENT WITH
BRINDLEE MOUNTAIN FIRE APPARATUS, LLC; AUTHORIZING THE
VILLAGE MANAGER TO EXECUTE THE LEASE AGREEMENT AND
RELATED DOCUMENTS IN ACCORDANCE WITH THE TERMS OF THE
PROPOSAL; DECLARING ONE FIRE ENGINE AS SURPLUS PROPERTY;
AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Village Staff recommended accepting a proposal from Leasing 2, Inc. for the lease of
one FSA20 Sutphen Fire Engine equipped to Village specifications ("Equipment") from South
Florida Emergency Vehicles pursuant to pricing established by Florida Sheriffs Association
Contract No. FSA 18-VEH 16.0 (Cab & Chassis and Heavy Equipment); and
WHEREAS, the proposal is for a lease term of seven (7) years, and at the conclusion of the lease,
the Fire Engine will be purchased by Brindlee Fire Apparatus, LLC for $216,334.00, the amount of
the balloon payment; and
WHEREAS, the Village Council has determined that a true and very real need exists for the
acquisition of the Equipment described in the Lease -Purchase Agreement by and between the
Village and Leasing 2, Inc. and has further determined that the Equipment will be used solely for
essential governmental functions and not for private business use; and
WHEREAS, the Village has undertaken the necessary steps, including, without limitation to
compliance with legal bidding requirements, under applicable law to arrange for the acquisition of
such Equipment; 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 Leasing 2, Inc. for
the lease of one Sutphen Fire Engine equipped to Village specifications from South Florida
Emergency Vehicles pursuant to pricing established by Florida Sheriffs Association Contract No.
FSA18-VEH 16.0 (Cab & Chassis Trucks and Heavy Equipment). The total annual cost of the
lease shall be $54,629.06 for a term of seven years, with a balloon payment of $216,334.00, to be
paid by Brindlee Fire Apparatus, LLC. Funds for the lease payments will be expended from
Account No. A8535-49158 (Debt Service — Vehicle Lease).
Page 1 of 2
Section 3. The Village Council determines that the terms of the Lease -Purchase and Escrow
Agreement with Leasing 2, Inc. are in the best interest of the Village for the acquisition of the
Equipment, and the Village Council designates and confirms that Village Manager Andrew D.
Lukasik is authorized to execute and deliver the Lease -Purchase Agreement and Escrow
Agreement and any related documents necessary to the consummation of the transactions
contemplated by the Lease -Purchase Agreement and Escrow Agreement.
Section 4. The Village Council further authorizes the Village Manager to execute a Deferred
Purchase Value Agreement with Brindlee Mountain Fire Apparatus, LLC, a copy of which is
attached hereto and incorporated herein. All agreements shall be subject to review by the Village
Attorney for form and legal sufficiency.
Section 5. Upon delivery, acceptance and placement into service of the new Fire Engine, the
Village Council declares the following equipment as surplus property and authorizes its disposal
in accordance with Village policies and procedures:
Unit No.
Description
VIN
Engine Hours
Engine 3 Shop #323
Pierce Enforcer
4P1CT02U93A003196
5900
Section 6. This Resolution shall be effective immediately upon adoption.
PASSED AND ADOPTED THIS 13TH DAY OF DF
(Village Seal)
ATTEST:
szz� A-,
VILLAGE CLERK
Page 2 of 2
LEASE FINANCING PROPOSAL
Requested by
South Florida Emergency Vehicles
Representing
ica SUTPHEN-
Presented To (As Lessee)
Village of North Palm Beach, Florida
Proposal Date:
October 25, 2018
Equipment Description:
Sutphen Custom Engine
Commencement Date:
November 30, 2018
Email:
Option 1
Equipment Cost:
$518,000
Trade In:
$28,550
Prepay Discount:
$8,100
Amount Financed:
$481,350
Lease Term:
7 Years
First Payment Date:
11/30/2019
Payment Frequency:
Annual
Lease Rate:
4.19%
Payment Amount:
$54,629.06
Balloon:
$216,334.00
Balloon Due Date:
11/30/2026
Qualifications:
1. Pricin : This is a lease proposal for the payment stream(s) indicated above. If any of the information identified above are not correct, please
advise us so that we can determine if a new proposal is required. Other important elements of this proposal are:
a) Rate Expiration: Signing this proposal does not in itself lock in your rate. This lease must be credit approved, contracts properl
signed, and the lease funded by Leasing 2 within thirty days from the date of this proposal to protect the rates quoted.
b) Closing Costs: There will be no up -front costs of any kind charged by Lessor including closing costs, points, administrative cost;
etc. Your attorney may charge you to review the lease documents and complete the opinion letter required with our lease
documentation.
c) Fixed Rates: Rates for ten (10) years and under are fixed for the entire term. Terms over ten years have a one time rate
adjustment after seven (7) years to the then current interest rates for the remaining term.
2. Type of Lease: This is a lease -purchase type of financing. After all the lease payments are made, Lessee will own the equipment without
further cost.
3. Financial Reporting All city, county and tax districts (including fire districts) will be expected to provide GAAP audited financial reports.
All non -for profit corporations (vfd's) will be expected to provide IRS 990 federal tax returns. If you do not maintain these types of financial
reports, please contact us to discuss.
4. Credit Approval and Doc umentation: This is a proposal only, and does not represent a commitment to lease. This financing is subject to
credit review and approval and execution of mutually acceptable documentation, including the opinion of lessee's counsel opining that the
agreement is legal, valid and binding, and qualified as a tax exempt obligation under the tax reform act of 1986 as amended.
Financing provided by:
) easing 2
Leasing 2, Inc.
Contact: Brad Meyers
Phone:
800-287-5155 x12
MEMBER
Date:
October 25, 2018
/��
Email:
bmeyers@leasing2.com
AS"—!
Web:
www.leasing2.com
GOVERlAlE1RAL
EASINGBfV1ANCE
REQUEST TO PROCEED:
When you are ready to proceed with Leasing 2 towards finalizing this lease financing arrangement, please indicate so by signing
below and completing the requested information. We will immediately email you our application. Thank you for your confidence
and consideration.
Proposal date: October 25, 2018
Upcoming Governing Body meeting date for lease approval
Villae of North Palm Beach, Florida
Name of ss E
art.
Authorize ,%gnpjv e
Printed Name Of Authorized Signature
Contact Name (If Different Than
Authorized Signature)
\ 1
Contact E -Mail Address
Option Chosen: (where applicable;
Date
Title
Contact Phone
Last month of your budget year?�
Please complete the above information and fax or email all pages of the proposal to
813-258-9333/bmeyers@ieasing2.com
ASSOCIA'T'ION MR
GOVERNMENTAL
LEASING & FINANCE
** Important: A Resolution will be required with the lease contract **
In the event that you require board action to sign this proposal,
please call us so that we may forward the preferred form for the meeting.
Brindlee Mountain Fire Apparatus, LLC
Deferred Purchase Value Agreement
This contract is entered into on the a� day of 2018 by and
between Brindlee Mountain Fire Apparatus, LLC, an Alabama Limited Liability
Corporation, hereinafter referred to as "BMFA" and the Village of North Palm
Beach, a municipal corporation organized and existing under the laws of the
State of Florida, hereinafter referred to as the "End -User" further, hereinafter
collectively referred to as the "Parties."
BMFA for the sum of ten ($10.00) dollars and other good and valuable
consideration the receipt and adequacy of which is hereby acknowledged agrees
to provide a "Deferred Purchase Value" to "End -User" during the term specified
herein. The "Deferred Purchase Value" specified herein shall be subject to the
terms, conditions and limitations specified herein. BMFA will have no obligation
to honor the "Deferred Purchase Value" detailed herein if "End -User" fails to meet
its obligations hereunder or in the case the Apparatus fails to meet the conditions
as required and specified herein. Further, BMFA will have no obligation to honor
the "Deferred Purchase Value" if the Apparatus contemplated herein has not
been shipped from the manufacturer to the "End -User" within the eighteen (18)
month or five -hundred -forty (540) day period after the date this Agreement is
executed or after the expiration of the seven (7) year period after the.shipment
date of the Apparatus by the manufacturer to "End -User", unless the "End -User"
and BMFA enter into a written extension prior to the expiration of each such
period.
Now, therefore; in consideration of the foregoing, the Parties hereto agree as
follows:
Deferred Purchase Value:
BMFA hereby offers and agrees to pay the value as detailed in Exhibit B entitled
"Deferred Purchase Values" for the Apparatus and Equipment fully
described and detailed in Exhibit A entitled "Apparatus and Equipment
Description", provided that all options and equipment included in the bill of
materials by the Original Equipment Apparatus Manufacturer are present at
the time of surrender of the Apparatus and the Apparatus meets or exceeds
the conditions as described in Exhibit D hereto entitled "Specific
Conditions and Requirements for Apparatus upon Surrender and
Application for Payment Hereunder". Further, each Apparatus will be
required to undergo and successfully pass a National Fire Protection
Association, hereinafter referred to as "NFPA", pump test and an annual
NFPA ladder/aerial inspection, if applicable, by a qualified third party,
acceptable to BMFA, prior to the payment of the Deferred Purchase Value to
"End -User" by BMFA. The standards and specifications for the NFPA tests
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and/or certifications will be those in force at the time of the inspection from
time -to -time.
"End -User" hereby agrees to pay BMFA the sums shown in Exhibit C hereto
entitled "Early Termination Payments", in the case for any reason
whatsoever "End -User" exercises its right to terminate this Agreement before
its expiration. Early termination of this Agreement will cause BMFA
substantial harm; therefore "End -User" must pay the amount shown for the
applicable time -frame as shown in Exhibit C hereto entitled "Early
Termination Payments" to partially compensate BMFA for the damages it
will suffer from the early termination of this Agreement. "End -User"
understands that time is of the essence and it must honor its obligations
hereunder in a timely fashion. If "End -User" fails to provide the required
notice to BMFA or fails to pay the "Early Termination Payments" detailed in
Exhibit C hereto, it shall be in default of this Agreement and BMFA shall be
entitled to compensatory damages for all of the costs associated with
"End -User's" default and shall, in addition to any and all compensatory
damages, be entitled to any and all punitive damages a court of competent
jurisdiction shall award without limit.
Responsibilities of BMFA:
BMFA will pay to "End -User at any time prior to the expiration or termination of
this Agreement by the "End -User" the sum shown on the attached Exhibit B
entitled "Deferred Purchase Value" subject to the paragraph below entitled
"Specific Conditions and Requirements for Apparatus upon Surrender
and Application for Payment Hereunder".
Responsibilities of End -User:
"End -User" will maintain the Apparatus under the Manufacturer's Recommended
Preventative Maintenance Schedule; comply with obligations of the
Manufacturer's Warranty; and maintain a complete record of all preventative
maintenance warranty, and other repairs made to the Apparatus from the date
of acceptance from the manufacturer to the date of surrender of the
Apparatus to BMFA.
Specific Conditions and Requirements for Apparatus upon Surrender and
Application for Payment Hereunder:
The Specific Conditions and Requirements for Apparatus upon Surrender
and Application for Payment Hereunder are detailed in Exhibit D hereto.
The "End -User' acknowledges and agrees that it fully understands that BMFA
has no obligation to honor the Deferred Purchase Value shown in Exhibit C
hereto if the Apparatus does not fully meet the criteria described fully in
Exhibit D; however it agrees to have the deficiencies repaired or to negotiate
the Deferred Purchase Price with BMFA, in good faith, to compensate for the
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deficiencies in the condition at the time of surrender. If "End -User" and BMFA
fail to negotiate an amended Purchase Price,
acceptable to both parties, for the Apparatus; "End -User' and BMFA shall submit
the matter to Binding Arbitration to a panel of three qualified Arbitrators under
the rules of the American Arbitration Association to determine the fair value of
the Apparatus. If BMFA is not willing to honor the value as determined by the
Arbitrators, "End -User" will no longer be bound by this Agreement and may
retain, sell or dispose of the Apparatus in any manner and at any price it sees
fit.
Further, "End -User" agrees it has the responsibility to notify BMFA of any material
changes in the value of the Apparatus covered by this Agreement including,
but not limited to, accidental damage or collision, modifications, significant
system failure or if the Apparatus fails to meet the required annual
certifications as required by NFPA standards or otherwise as may be
amended from time to time. If the Apparatus is destroyed at any time while
this Agreement is in effect, "End -User" will offer the salvage, if it owns such
salvage and/or inform its insurance company of BMFA's interest in acquiring
such salvage on a first -right -of -refusal basis to BMFA. Further, "End -User"
shall include BMFA as a potential vendor for the repair of the Apparatus if it is
damaged by collision or otherwise.
Indemnification:
"End User" shall indemnify, defend and hold harmless BMFA against any actions,
claims or damages arising out of "End User's" negligent or intentional acts in
connection with this Agreement. BMFA shall indemnify, defend and hold
harmless "End User" against any actions, claims or damages arising out of
BMFA's negligent or intentional acts in connection with this Agreement. No
action will be taken by either party against the other with the exception of a
default by one of the parties to a specific requirement of said party as
provided for herein. The foregoing indemnification shall not constitute a
waiver of "End User's" sovereign immunity beyond the limits set forth in
Section 768.28, Florida Statutes, nor shall it create a cause of action in favor
of any third party.
Exclusivity:
"End -User" hereby acknowledges and agrees that execution of this Agreement
gives BMFA the sole right to market and sell the Apparatus covered
hereunder for the duration of this Agreement. "End -User" will not advertise,
offer to sell, in any fashion, sell or otherwise transfer ownership in the
Apparatus without first paying the required sum to BMFA, as required
hereunder, and receiving a full release from BMFA subsequent to payment of
the Value show in Exhibit C which BMFA shall immediately send to
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"End -User" upon receipt of payment in full in the form of a "Cashier's Check"
or "Wire Transfer" drawn on an acceptable Bank.
Jurisdiction:
The validity, interpretation, performance and enforcement of this Agreement shall
be governed by the laws of the State of Florida. Each Party to this
Agreement hereby irrevocably consents to the jurisdiction of any state or
federal court located in Palm Beach County in the State of Florida.
Term:
This agreement will be valid and enforceable for a period of seven (7) years or
eighty four (84) months from the date the Apparatus is shipped to the
"End -User" by the manufacturer specified below; providing up to eighteen (18)
months total for "End -User" to order and the manufacturer to produce and
ship the Apparatus, within ninety (90) days after the execution of this
Agreement "End -User" will complete and place its purchase order for
Apparatus with the manufacturer so named here Sutphen; and the specified
manufacturer will have four -hundred -fifty (450) days to produce and ship the
Apparatus to the "End -User". This Agreement will be void and of no effect
after a period of seven (7) years from the date the Apparatus is shipped to the
"End -User" by the manufacturer and the seven (7) year term shall commence
no later than eighteen (18) months or five hundred (540) days subsequent to
the execution of this Agreement by the "End -User' and BMFA. If the
Apparatus contemplated by this Agreement is not shipped by the
manufacturer by the end of the eighteenth (18th) month provided for herein,
"End -User" and BMFA must both re-evaluate the "Deferred Purchase
Value specified in Exhibit B and amend this Agreement, in writing, or this
Agreement will be Void and BMFA will have no further obligation to
"End -User". This Agreement may be terminated by the "End -User" at any time
by providing written notice to BMFA; provided however the "End User" must
give said notice a minimum of one -hundred -eighty (180) days prior to the
expiration of this Agreement and pay the Early Termination Payment specified
in Exhibit C hereto entitled "Early Termination Payments". If "End -User"
chooses to terminate this Agreement by giving the required notice, as
provided herein, at any time prior to one -hundred -eighty (180) days prior to its
expiration, "End -User" shall be responsible to pay the amount specified in
Exhibit C hereto entitled "Early Termination Payments" concurrent with its
Notice of Termination and if the Early Termination Payment specified for the
time -frame of the Early Termination is not included with said Notice, this
Agreement shall remain in full force and effect until the receipt of the amount
specified in Exhibit C for the time period as of the date payment is received,
in full. Subsequent to receipt of the specified Payment provided for in Exhibit
C entitled "Early Termination Payments", in full, by BMFA from "End -User"
neither Party will have any obligation to the other under this Agreement.
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Interest and Penalties:
"End -User" understands and agrees that time is of the essence and "End -User"
agrees to the following specific Interest and Penalties if it fails to honor any or
all of its obligations in a timely manner. Any Early Termination Payment that
becomes past due for more than thirty (30) days will bear interest at eighteen
(18%) percent or the highest rate allowed by law in the State of Florida.
Further, "End -User" understands and agrees it will bear all of the cost of
collection of any and all Early Termination Amounts due to BMFA which
become more than sixty (60) days past due, including reasonable collection
fees and attorney fees.
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Notices:
Any notice required or permitted to be provided hereunder will be in writing and
delivered by either (a) certified mail, return , receipt requested, postage
prepaid; (b) hand delivery; (c) reputable overnight courier service, freight
prepaid, requiring the signature of the party to whom the notice is sent. No
.notice to either party will become valid and enforceable without proof of
delivery by the party serving notice to the other. Notices should be addressed
as follows:
If to BMFA: Brindlee Mountain Fire Apparatus, LLC
15410 Highway 231
Union Grove, AL 35175
Telephone: 256-498-0188
Facsimile: 256-498-0924
Attention: James F. Wessel, President
If to "End -User": Village of North Palm Beach
501 U.S. Highway One
North Palm Beach, FL 33408
Telephone: 561-841-3361
Facsimile: 561-848-3344
Attention: Andrew Lukasik, Village Manager
Entire Agreement:
This Agreement embodies the entire agreement and understanding of the parties
hereto and supersedes any and all prior agreements and understandings
relating to the matters provided for herein, including any verbal
representations made on behalf of BMFA by any member of its staff other
than a duly authorized officer of BMFA. No alteration, waiver, amendment,
change or supplement hereto shall be binding or effective unless the same is
set forth in writing and executed by a duly authorized representative of each
Party.
Enforcement Costs:
If any legal action or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any provisions of this Agreement, the
successful or prevailing party shall be entitled to recover reasonable
attorney's fees and costs (including such fees and costs incident to appeals)
incurred in that action or proceeding, in addition to any other relief to which
such party may be entitled.
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In Witness Whereof, BMFA and the "End -User" have executed or caused this
Agreement to be executed by their duly authorized officers as of the day and
year first written above.
Village. of North Palm Beach
a Floras- 'c'pal co rg�j'on
By:
Name: ktd-r w D. Lukasik
Title: Village Manager
Brindlee Mount 'n Fire Apparatus, LLC
an Alabama ited Liability Corporation
By: ,
Nam (print): 0,��
Title: Its:
Exhibit A: "Apparatus and Equipment Description"
Exhibit B: "Deferred Purchase Values"
Exhibit C: "Early Termination Payments"
Exhibit D: "Specific Conditions and Requirements for
Apparatus upon Surrender and Application
for Payment Hereunder"
Page 7of7
DEFERRED PURCHASE VALUE AGREEMENT
EXHIBIT A
APPARATUS AND EQUIPMENT DESCRIPTION
Vehicle Year of Manufacture 2018
Chassis Manufacture Sutphen
Body Manufacturer Sutphen
Exhibit A - Deferred Purchase Agreement - Page 1 of 1 BMFAO END USE
DEFERRED PURCHASE VALUE AGREEMENT
EXHIBIT B
DEFERRED PURCHASE VALUES
Apparatus as described in Exhibit A
Deferred Purchase Value $ 216,334.00
Period /Term 84 Months
Exhibit B - Deferred Purchase Agreement - Page 1 of 1 BMF &END USER
DEFERRED PURCHASE VALUE AGREEMENT
EXHIBIT C
EARLY TERMINATION PAYMENTS
* Period / Term begins at date of shipment of apparatus (as
described in Exhibit A) from manufacturer's facility (as
detailed in paragraph entitled "Term" of the "Deferred
Purchase Value Agreement". Any early termination agreement
shall result in $25,000 paid to Brindlee Mountain.
Exhibit C - Deferred Purchase Agreement - Page 1 of 1 BMF&_ END USE
DEFERRED PURCHASE VALUE AGREEMENT
"Specific Conditions and Requirements for Apparatus upon Surrender and
Application for Payment Hereunder"
1. At time of surrender, apparatus must pass a standard NFPA pump and/or aerial
test, if applicable, conducted by an independent third party acceptable to BMFA.
2. At time of surrender, apparatus must be free of any rust, corrosion, oxidation,
and any cosmetic deficiencies.
3. At time of surrender, title free of lien must be transferred to Brindlee Mountain
Fire Apparatus, LLC.
4. At time of surrender, apparatus must have less than 35,000 miles, based upon the
odometer with "End -User" certification that odometer reflects all mileage and has
not been replaced or tampered with.
5. At time of surrender, if apparatus has suffered any damage as a result of collision,
fire, wind, flood, or other event which would affect Deferred Purchase Value
"End -User" must disclose the details of such damage to BMFA. If such damage has
been repaired to Manufacturer's specifications and to the satisfaction of BMFA,
BMFA will continue to honor Deferred Purchase Value. If such damage has not
been, repaired, or is unrepairable, BMFA will not be obligated to honor Deferred
Purchase Value, but would be agreeable to re-evaluating possible purchase of
apparatus at an adjusted value.
Exhibit D page 1 of 1 BMFA END US'EICZ4