R2021-43 Ladder Truck LeaseRESOLUTION 2021-43
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA APPROVING THE ACQUISITION OF A SUTPHEN
MODEL SL75 LADDER TRUCK UTILIZING PRICING ESTABLISHED IN AN
EXISTING NATIONAL PURCHASING PARTNERS COOPERATIVE
AGREEMENT; APPROVING THE EXECUTION OF A PARTICIPATING AGENCY
ENDORSEMENT AND AUTHORIZATION AND A PURCHASE AGREEMENT
WITH SUTPHEN; APPROVING A TEN-YEAR LEASE AGREEMENT WITH
PINNACLE PUBLIC FINANCE, INC.; DECLARING AN EXISTING LADDER
TRUCK AS SURPLUS PROPERTY; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Fire Rescue Department recommended the lease of a Sutphen Model SL75 Ladder Truck
through Pinnacle Public Finance, Inc. to replace an existing 1996 Pierce Ladder Truck; and
WHEREAS, the Village's Purchasing Policies and Procedures authorize the use of current cooperative
purchase contracts, and the Ladder Truck will be acquired from Sutphen's local dealer, South Florida
Emergency Vehicles, pursuant to pricing established in an existing National Purchasing Partners
(NPPGov) Cooperative Agreement (Contract No. PS20250); 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 approves the acquisition of a Sutphen Model SL75 Ladder
Truck and the leasing of the vehicle for a ten-year term through Pinnacle Public Finance, Inc. The
Village Council authorizes the Mayor and Village Clerk to execute the Participating Agency
Endorsement and Authorization required by the National Purchasing Partners (NPPGov) Cooperative
Agreement as well as the Purchase Agreement with Sutphen Corporation.
Section 3. The total annual cost of the lease shall be $111,796.57 (at a total cost of $1,117,965.71
over the term of the lease), with funds expended from Account No. A8535-49158 (Debt Service —
Vehicle Lease). The Village Council authorizes the Village Manager to execute all required documents
with Pinnacle Public Finance, Inc. to effectuate the lease transaction, subject to the review and approval
of the Village Attorney.
Section 4. Upon delivery, acceptance and placement into service of the new vehicle, the Village
Council declares the following vehicle as surplus property and authorizes its disposal in accordance with
Village policies and procedures: 1996 Pierce Quintuplet Fire Apparatus, VIN 4P1CT02D6VA000128
Section 5. This Resolution shall be effective immediately upon adoption.
Page 1 of 2
PASSED AND ADOPTED THIS 27TH DAY OF MAY, 2021.
(Village Seal)
A TTF.CT-
6"&�4 rj—Q"L—
MAYOR
Page 2 of 2
Libertx Interchange Corporate Center
450 Plymouth Road, Suite 400
utuAll Plymouth Meeting, PA. 19462-1644
SURETY Ph. (610) 832-8240
RIDER ADDING ADDITIONAL OBLIGEE
This rider is to be attached to and forma part of surety bond number 019077726 dated the 9th
day of June 2021 executed by Liberty Mutual Insurance Companv , a
, as surety (the "Surety"), on behalf ofSutphen orpora ion
as principal (the "Principal"),
in favor of .
, as obligee (the "Obligee").
WHEREAS, the Principal has by written agreement dated the 4th day of June 20 21 1
entered into a contract (the "Contract") with the Obligee for: SL75 Aerial Ladder
WHEREAS, upon the request of the Principal and Obligee, the attached bond is hereby amended to add
Pinnacle Public Finance, Inc. a BankUnited Company, 8377 E. Hartford Drive, Suite 115, Scottsdale, AZ 85255
as additional obligee(s) [the
"Additional Obligees)"] to the bond, and the Obligee and Additional Obligees shall be joint and several beneficiaries
of the bond and shall be collectively referred to as the "Bond Obligee(s)".
PROVIDED, HOWEVER, there shall be no liability of the Surety under the attached bond to the Bond Obligee(s),
either jointly or severally, unless and until the Bond Obligee(s), shall make payment to the Principal or to the Surety
(should the Surety arrange for or undertake the completion of the Contract upon the default of the Principal), strictly in
accordance with the terms of the Contract; and otherwise satisfy all terms and conditions and perform all of the other
obligations to be performed under the Contract at the time and in the manner therein set forth; all of the acts of one
Bond Obligee being binding upon the other.
In no event shall the aggregate liability of the Surety to the Bond Obligee(s), either jointly or severally, exceed the
penal sum of the attached bond, nor shall the Surety be liable except for a single payment for each single breach
or default. At the Surety's election, any payment due any Bond Obligee may be made by its check issued to all Bond
Obligee(s).
This change is effective the 9th day of June , 20 21
The attached bond shall be subject to all of its terms, conditions and limitations except as herein modified.
IN WITNESS WHEREOF, said Principal, Surety, Obligee and Additional Obligge
ve caused these presents to
be duly signed and sealed this 9th day of
June
202
SUTPHEN CORPORATION
By:
(Seal)
(Principal)
Title:
Date:10
2
Liberty Mutual Insurance Company
By:
(Surety)
Title:
A ornIn-f=act m
e -02
. ,Sherrod (Seal)
Date:
J 9
Village of North Palm Beach, Florida
By.
(Seal).
(Obligee)
Title:
Pinnacle Public Finance, Inc. a BankUnited Company
Date:
42 s :-Z:
8377 E. Hartford Drive, Suite 115, Scottsdale, AZ 85255 By:
(Seal)
(Additional Obligee)
Title:
Date:
By:
(Seal)
(Additional Obligee)
Title:
Date:
LMIC-3020 Rev 1/06
S SUTPHEN"
June 11, 2021
Samia Janjua
Director of Finance I Village of North Palm Beach
501 U.S. Highway 1
North Palm Beach, FL 33408
Dear Ms.Janjua,
FAMILY OWNED
SINCE 1890
Enclosed herewith please find the signed Purchase Agreement between the Village of North Palm Beach
and Sutphen Corporation for One Sutphen Custom SL 75 Aerial.
We are very pleased to have been favored with the contract to build your fire apparatus and would like to
assure you that every detail will receive our closest attention to build a unit that will be superior in
workmanship, performance and appearance.
Attached please find the Performance bond and the dual obligee rider adding the additional obligee. The
rider must be signed by a representative from the Village of North Palm Beach and Pinnacle Public
Finance, after the rider has been executed by a representative from the Village of North Palm Beach,
please forward the Dual Obligee rider to Pinnacle Public Finance. Please keep a copy for your file. Once
a representative has signed the rider, the bank will forward a copy to Sutphen Corporation Inc.
The Village of North Palm Beach is to attach the copy of the Rider to the original Performance bond once
it has been signed by all parties. Pinnacle Public Finance is to keep a copy of the Performance and the
original Rider.
May we also take this opportunity to thank you for the courtesies extended to ourselves and our
representatives in the awarding of this contract
Very truly yours,
JULIA S. PHELPS
VICE PRESIDENT
Sutphen Corporation
PO Box 158 • Amlin, OH 43002-0158
6450 Eiterman Road • Dublin, OH 43016-8711
Tel 614 889-1005 9 Toll Free 800 848-5860 • Fax 614 889-0874
www.sutphen.com 9 Sutphen@sutphencorp.com
to 0
rg'. SUTPHEN
PURCHASE AGREEMENT
FOR SUTPHEN FIRE APPARATUS
THIS AGREEMENT made and entered into this421tda of 20 b
y �y
and between SUTPHEN CORPORATION of Dublin, Ohio, hereinaTJcalled "SUTPHEN"
and the Village of North Palm Beach, Florida hereinafter called
"PURCHASER",
WITNESSETH:
1. PURCHASE: Purchaser hereby agrees to buy and Sutphen hereby agrees to sell
and furnish to Purchaser the apparatus and equipment according to the Sutphen
Proposal attached hereto and made a part hereof, and to deliver the game as
hereinafter provided. See North Palm Beach Resolution Number �
approved May 27, 2021
2. PAYMENT: Purchaser agrees to pay for said apparatus and equipment the total
purchase price of Nine hundred Eighty -Five Thousand Four hundred and Ninety Dollars
($ 985,490.00 ) based on 100% payment made within 30 days
of contract signing.
3. DELIVERY: The apparatus and equipment being purchased hereunder shall be
delivered to Purchaser at The Village of North Palm Beach within approximately
12-14 months after the receipt and acceptance of this agreement
at Sutphen's office, provided that such delivery date shall be automatically extended
for delays due to . strikes, failure to obtain materials or other causes beyond
Sutphen's control.
4. SUTPHEN WARRANTIES: Sutphen warrants the apparatus purchased here under
as set forth in the warranty included with bid proposal.
5. TESTING SHORTAGES: The apparatus shall be tested per NFPA #1901 at
Sutphen's manufacturing facility. Purchaser agrees that the apparatus and
equipment being purchased hereunder will not be driven or used in any manner
until it is paid for in full, provided, however, that if there are any minor shortages,
Purchaser may withhold a sum equivalent to the retail purchase price of any
equipment shortages at the time of delivery and may use the apparatus and
equipment during this period.
6. DEFAULT: In the case of any default in payment hereunder or in the payment on
any notes, negotiable paper, obligations or other instruments issued by Purchaser,
Sutphen may take full possession of the apparatus and equipment or of the piece
or pieces upon which default has been made, and any payments that have been
made theretofore shall be applied as rent in full for the use of the apparatus and
equipment up to the date of taking possession by Sutphen.
7. PURCHASER WARRANTIES: With the signing of this agreement, Purchaser
warrants that it has the full power and legal authority to enter into this agreement
and guarantees that funds for its purchase are available or in the process of
collection.
8. ACCEPTANCE: This agreement shall not be binding until it is signed and approved
by an officer of the Sutphen Corporation.
9. TAXES, ETC.: The purchase price provided for herein does not include any
federal, state or local sales tax, duties, imposts, revenues, excise or other taxes
which may hereafter be imposed by governmental authority or otherwise and which
are made applicable to the apparatus or equipment covered by the agreement. In
the event that any such taxes are subsequently imposed and become applicable,
the purchase price herein shall be increased by the amount of such taxes and such
sum shall be immediately paid by Purchaser to Sutphen. To the extent applicable,
the prices and deliveries set forth herein are subject to the Defense Production Act.
10. INSURANCE: Sutphen shall provide insurance insuring the apparatus and
equipment against loss by fire, theft or collision and insuring against property damage
and personal injury through the three (3) day delivery period.
11. GENERAL: This agreement and the Sutphen proposal provided herein take
precedence over all previous negotiations, oral or written, and no representations
or warranties are applicable except as specifically contained in this agreement or in
the Sutphen proposal attached hereto. No alteration, modification, amendment or
change of this Agreement shall be binding unless executed in writing by the parties.
No waiver of any of the provisions of this Agreement shall be deemed a waiver of
any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver.
This Agreement shall be governed and controlled as to interpretation, enforcement, validity,
construction, effect and in all other respects by the laws, statutes and decisions of the
State of Florida. Exclusive jurisdiction and venue for any litigation at all related to this
Agreement, directly or indirectly, based upon contract, tort, or other theory of law, shall lie
in the Palm Beach County Courts, North Palm Beach, Florida, and the parties hereto
consent and submit to the general jurisdiction of this court. All of the terms and provisions
of this Agreement shall be binding upon and inure to the benefit of and be enforceable by
Sutphen, Purchaser, their successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly
executed and attested by its duly authorized representatives, effective as of the date below
when accepted at Sutphen Corporations offices.
SUTPHEN CORPORATION
By_ Guy Lombardo
Sales Representative
Accepted at office
SUTPHEN CORPORATION
6450 Eiterman Road
Dublin, Ohio 43016
r•
By
Title
Date Z,-,- r `�
PURCHASER
THE Village of North Palm Beach, FL
By k6,et�
Titled ? U -IL
Date 5 • •Z.-1 i '70r2- I
Rev. 10/1/20
DocuSign Envelope ID: D3B4CAB0-871 C-4962-802D-06ECC64C7B3A
PARTICIPATING AGENCY
ENDORSEMENT AND AUTHORIZATION
V, � (,::� (
The undersigned acknowledges, on behalf of ("Participating Agency")
that he/she has read and agrees to the general terms and conditions set forth in the enclosed
Intergovernmental Cooperative Purchasing Agreement regulating use of the Master Price
Agreements and purchase of goods and services that from time to' time are made available
by the Lead Contracting Agency to Participating Agencies locally, regionally, and
nationally through NPPGov.
The undersigned further acknowledges that the purchase of goods and services under the
provisions of the Intergovernmental Cooperative Purchasing Agreement is at the absolute
discretion of the Participating Agency and that neither the Lead Contracting Agency nor
NPPGov shall be held liable for any costs or damages incurred by or as a result of the
actions of the Vendor or any other Participating Agency. Upon award of contract, the
Vendor shall deal directly with the Participating Agency concerning the placement of
orders, disputes, invoicing and payment.
�1� a boaQk,
The undersigned affirms that he/she is an agent of and is duly
autho,,�zed to sign this Participating Agency Endorsement and Authorization.
WIN -.. ML� -
.�ImW,-3. .
Participating Agency Contact Information:
Contact Person:
A dress:t t
'f�lr +' f\
` !� /] 13
Telephone o.: �--
Email: c - „ �r1r
League of Oregon Cities IGA V 1.0
Pinnacle Public Finance
A BankUnited Company
May 6, 2021
Ms. Sarnia Janjua
Village of North Palm Beach
501 US Highway One
North Palm Beach, FL 33408
Re: Master Equipment Lease Purchase Agreement dated February 21, 2020 and Schedule of
Property No. 5 dated June 10, 2021
Dear Ms. Janjua:
Attached are the documents for the Master Equipment Lease Purchase Agreement between Village of
North Palm Beach and Pinnacle. Public Finance, Inc. Please have the responsible parties execute the
enclosed documents and return them to Pinnacle Public Finance, Inc., 8377 East Hartford Drive, Suite
115, Scottsdale, AZ 85255.
To be completed and executed by an authorized representative of Village of North Palm Beach:
• Master Egulpment Lease Purchase Agreement Signed Agreement on file with Pinnacle
• Amendment No.1 Signed Agreement on file with Pinnacle
• Exhibit A: Schedule of Property No. 1 This is an itemization of the Equipment to be
purchased under this Schedule which incorporates the terms and conditions of the Master
Agreement into the Schedule. Please verify the information is correct and sign at the bottom.
• Exhibit A-1: Rental Payment Schedule This shows the date each payment is due, the
amount of each payment including the interest and principal components, and the purchase
price. Please verify this information is correct and sign at the bottom.
• Exhibit B: Acceptance Certificate Please hold until equipment is delivered.
• Bank Qualified Designation. This form provides a representation regarding the Bank
Qualified or Non -Bank Qualified status of the Lease. Please complete and sign this form.
• Insurance Coverage Requirements Please fill in the name, address and phone and fax
numbers of the insurance agent in the top section. Please sign at the bottom that all
information is accurate.
• Lease Payment Instructions Please complete the Lease Payment Instructions and include
any Invoicing requirements in order to ensure prompt and accurate payment of all amounts
due under the Lease. Please sign at the bottom that all information is accurate.
• Form 8038G This form is to be sent and filed with the IRS. Please follow the separate
instructions for this form. Please return the form to us for filing.
• Legal Opinion of Counsel Please forward with the attorney cover letter to your counsel as
soon as possible with a set of the executed documentation.
8377 East Hartford Drive - Suite 115 Scottsdale, Arizona 85255 - 480/419-4800
FAX 480/419-3606 www.PinnaclePublicFinance.com
To be executed by an authorized individual, OTHER THAN THE REPRESENTATIVE WHO
EXECUTED THE ABOVE DOCUMENTS
• Certificate of Sianature Authority This document confirms that the person who has
executed the above document is authorized to do so. THIS CANNOT BE EXECUTED BY
THE SAME PERSON. Please forward this certificate, with the executed documents, to such
person.
In addition to the documents listed above, please provide us, prior to funding, with the following:
• Certificate of.Insurance - evidencing both Liability and Physical Damage coverage in the
amounts stated on the Insurance Coverage Requirements form and naming.Pinnacle Public
Finance, Inc. as loss;payee and additional Insured. Please have your Insurance Agent
reference Control #103123 on the certificate.
• Tax Exempt Certificate -- for the Village of North Palm Beach
If you have any questions, please feel free to call me directly at 480-419-4233. Thank you for your
assistance. I look forward to working with you on this transaction.
Sincerely,
%we Ze"a"
Therese Lohmann
Account Manager
Enclosures
8377 East Hartford Drive - Suite 115 Scottsdale, Arizona 85255 - 480/419-4800
FAX 480/419-3606 www.PinnaclePubl!cFinance.com
AmxNDMENr No.1
TO
MASTER EQUIPMENT LEASE PURCHASE AGREEMENT DATED FEBRUARY 21, 2020
LESSEE:
Village of North Palm Beach
501 U.S. Highway 1
North Palm Beach, FL 33408
LESSOR:
Pinnacle Public Finance, Inc.
8377 E. Hartford Dr., Suite 115
Scottsdale, AZ 85255
Pinnacle Public Finance, Inc. ("Lessor") and Village of North Palm Beach ("Lessee") hereby
enter into this amendment no. 1 ("Amendment"), which modifies the Master Equipment Lease Purchase
Agreement ("Agreement") executed between the parties as follows:
All capitalized terms not otherwise defined herein will have the meanings set forth in the
Agreement:
NOW, THEREFORE,. in consideration of good and valuable consideration, the .parties
intending to be legally bound agree as follows:
1. . Supplement to Section 9 of the Master Lease.. Section 9 of the Master. Lease, entitled Rental
Payments, is hereby amended by adding the following sentence at the end of the existing section:
"Payments will come from sources other than ad valorem taxes."
2. Deletion to Section 16 of the Master Lease. The text of Section 16 of the Master Lease,
entitled Security Interest, is hereby deleted in its entirety and Section 16 is renamed "Reserved."
3. Amendment to Section 18 of the Master Lease. Section 18 of the Master Lease is hereby
amended by deleting any requirement that .requires Lessee to name Lessor as an additional insured.
4. Supplement. to Section 29 of the Master Lease. Section 29 of the Master Lease is hereby
amended by adding the following language to the end thereof-
"Nothing
hereof:
" Nothing in this section shall waive Lessee's sovereign immunity
protections or the limitations of liability set forth in Section 768.28,
Florida Statutes, nor shall it create a cause of action in favor of any third
partY•"
S. Clarification to Section 30 of the Master Lease. Section 30 of the Master Lease. is amended,
for the avoidance of doubt, by adding "of Florida" to the end of the last sentence.
6. Effective Data This Amendment is executed as of February 21, 2020.
7. Original Master Lease Otherwise to Remain in Full Force and Effect. Except as otherwise
expressly provided. in this Amendment, the original Master Lease shall remain in full force and effect as
original executed and delivered and is ratified by the parties.
[Signature page follows]
IN WITNESS WHEREOF, the fully authorized representatives of the parties have executed
this Amendment as February 21, 2020.
LESSEE:. age of flh Palm Beach LESSOR: Pinnacle Public Finance, Inc.
By..
• By:
vi)We
thi en D. Jimenez .
Title: a' � Title: Mengiglgp nlradad FVP
01h Pinnacle Public Finance
A Baj%Xted Company
MASTER EQUIPMENT LEASE PURCHASE AGREEMENT
This Master Equipment Lease Purchase Agreement dated as of February 21, 2020 ("Agreement") and entered into between Pinnacle
Public Finance, Inc., a Delaware corporation ("Lessor"), and Village of North Palm Beach, a body corporate and politic existing
under the laws of the State of Florida ("Lessee).
1. Agreement. Lessee agrees to lease from Lessor certain
`Tquipmenf' as described in each Equipment Schedule (Exhibit
A), which together with a Rental Payment Schedule (Exhibit A-
1) constitute a "Schedule", subject to the terms and conditions
of and for the purposes set forth in each Lease. Items of
equipment may be added to the Equipment from time to time by
execution of additional Schedules by the. parties hereto and as
otherwise provided herein. Each Schedule and the terms and
provisions of this Agreement (which includes all exhibits
hereto, together with any amendments and modifications
pursuant thereto) which are incorporated by reference into such
Schedule shall constitute a separate and independent lease and
installment purchase of the Equipment therein described and are
referred to herein as a "Lease".
2. Term. The "Commencement Date" for each Lease is the
date when interest commences to accrue under such Lease
which date shall be the earlier of (i) the date on which the
Equipment listed in such Lease is accepted by Lessee in,the
manner described in Section 12, or. (ii) the date on which
sufficient monies to purchase the Equipment listed in such
Lease are deposited for that purpose with an escrow agent, or
(iii) the date sufficient monies are set aside for acquisition of
Equipment as evidenced by Exhibit D, if applicable. The
"Lease Term" for each Lease means the Original Term and all
Renewal Terms therein provided and for this Agreement means
the period from the date hereof until this Agreement is
terminated. The "Original Term" means the period from the
Commencement Date for each Lease until the end of Lessee's
fiscal year or biennium (as the case may be) (the "Fiscal
Period") in effect at such Commencement Date. The "Renewal
Term" for each Lease is each term having a duration that is
coextensive with the Fiscal Period.
3. -Representations and Covenants of Lessee. Lessee
represents, covenants and warrants for the benefit of Lessor on
the date hereof and as of the Commencement Date of each
Lease as follows: (a) Lessee is a public body corporate and
politic duly organized and existing under the constitution and
laws of the State. with full power and authority under the
constitution and laws of the state where the Lessee is located
("State") to enter into this Agreement and each Lease and the
transactions contemplated hereby and to - perform all .of its
obligations hereunder and under each Lease; (b) Lessee has
duly authorized the. execution and delivery of this Agreement
and each Lease by proper action of its governing body at a
meeting duly called and held in accordance with State law, or
by other appropriate official approval, and all requirements
have been met and procedures have occurred to ensure the
validity and enforceability of this Agreement and each Lease;
(c) Lessee will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence as a body
corporate and politic; (d) Lessee has complied with such public
bidding requirements as may be applicable to this Agreement
and each Lease and the acquisition by Lessee of the Equipment
as provided in each Lease; (e) during the Lease Term, the
Equipment will -be vsed by Lessee solely and exclusively for the
purpose of performing essential governmental or proprietary
functions of Lessee consistent with the permissible scope of
Lessee's authority, (0 Lessee will annually provide Lessor with
current financial statements, budgets, proof of appropriation for
the ensuing Fiscal Period, and such other financial information
relating to the ability of Lessee to continue each Lease as may
be requested by Lessor; and (g) Lessee has an immediate need
for the Equipment listed on each Schedule and expects to make
immediate use of the Equipment listed on each Schedule.
4. Tax and Arbitrage Representations. Lessee hereby
represents as follows: (a) the estimated total costs of the
Equipment listed in each Schedule will not be less than the total
principal portion of the Rental Payments listed in such Rental
Payment Schedule; (b) the Equipment listed in each Schedule
has been ordered or is expected to be ordered within 6 months
of the Commencement Date, and all amounts deposited in
escrow to pay for the Equipment, and interest earnings, will be
expended. on costs of the Equipment and the financing within 3
years of Commencement Date; (c) no proceeds of any Lease
will be used to reimburse Lessee for expenditures made more
than 60 days prior to the Commencement Date or, if earlier,
more than 60 days prior to any official action taken to evidence
an intent to 1inance; (d) Lessee has not created or established,
and does not expect to create or establish, any sinking fund or
similar fluid (i) that is reasonably expected to be used to pay the
Rental Payments, or (ii) that may be used solely to prevent a
default in the payment of the Rental Payments; (e) the
Equipment listed in each Schedule has not been and is not
expected to be sold or otherwise disposed of by Lessee, either
in whole or in part, prior to the last maturity of Rental
Payments; (f) Lessee will comply with all applicable provisions
of the Internal Revenue Code of 1986, as amended ("Code"),
including without limitation Sections 103 and 148 thereof, and
the applicable regulations of the Treasury Department to
maintain the exclusion of the interest components of Rental
Payments from gross income for purposes of federal income
taxation; and (g) Lessee. intends that each Lease not constitute a
"true" lease for federal income tax purposes.
5. Event of Taxability. Upon the occurrence of an Event of
Taxability, as herein defined, with respect to a Lease, the
interest component of the Rental Payments under such Lease
and any charge on Rental Payments or other amounts payable
based on the Coupon Rate shall accrue and be payable at the
Taxable Rate applicable to such Lease retroactive to the date as
of which the interest component is determined to be includible
in the .gross income of the Lessor for federal income tax
purposes, and Lessee shall pay such additional amount as will
result in the Lessor receiving the interest component at the
Taxable Rate identified in the related Lease. The "Coupon
Rate" and "Taxable Rate" for such lease are the rates set forth
in such Lease's Rental Payment Schedule.
For' purposes of this Section, 'Event of Taxability" means
either (a) the receipt byLessor or Lessee of notice from a
federal court or federal administrative body, including the
Internal Revenue Service, that;. as a .result of any act, omission,
or event whatsoever, -the interest payable under -such- Lease is
includable for federal. income tax purposes in the gross income
of the Lessor., or (b) the receipt by Lessor or Lessee of a -written
opinion of a nationally recognized firm of -attorneys experienced
in matters pertaining to the tax-exempt status of interest on
obligations issued. by states and their political subdivisions,
selected by Lessor and acceptable to Lessee, to the effect that
the interest component of any Rental Payment under such Lease
has become includable in the gross income of the Lessor thereof
for federal income tax purposes. The Event of Taxability .shall
be deemed to occur on the date as of which the interest
component of any Rental. Payment is deemed includable in the
gross income of the owner thereof for federal income tax
purposes.
6. Lease of Eagmerit. Upon the execution of each Lease,
Lessor demises, leases, transfers, and lets to Lessee, and Lessee
acquires, rents, leases and hires from Lessor, the Equipment in
accordance with the .terms thereof. The Lease Term for each
Lease may be continued, solely.at the option of Lessee, at the
end of the Original Term or any Renewal Term for the next
succeeding Renewal Term''p'to the maximum Lease Term set
forth in such Lease. At the end of the Original Term and at the
end . of. each Renewal Term the Lease Tekm shall be
automatically extended upon the . successive appropriation by
Lessee's governing. body .of amounts sufficient to pay Rental
Payments and other amounts payable under the related Lease
during the next succeeding .Fiscal Period until all Rental
Payments payable under such Lease have been. paid in full,
unless Lessee shall have terminated such Lease pursuant to
Section 8 or Section 23. The terms and conditions during any
Renewal Term shall, be the same as the terms and conditions.
during the Original Term, except.that the Rental Payments shall
be as. provided in the applicable Lease.
7. Continuation of Lease Term. Lessee currently intends,
subject to.Section. 8; to continue the Lease Term. of each Lease
through the Original. Term and all .Renewal Terms and to pay
the Rental Payments thereunder. Lessee reasonably believes
that legally available funds in an amount sufficient to make all
Rental Payments during the maximum Lease Term of each
Lease can be obtained. Lessee currently intends to do all things
lawfully within its power to obtain and maintain funds from
which the Rental. Payments may bemade, including making
provision for such payments to the extent necessary in each
budget or appropriation request submitted and adopted in
accordance with applicable provisions of law. Notwithstanding
the foregoing, the decision whether or not to budget and
appropriate funds :or to extend the applicable Schedule for any
Renewal Term is within the discretion of the governing body of
Lessee.
8. Nonanarouriation. Lessee is obligated only to pay
such Rental Payments under each Lease as may lawfully be
made from funds budgeted and appropriated for that purpose.
Should Lessee fail to budget, appropriate or otherwise make
available funds to pay Rental Payments under any Lease
following the then current Original Term or Renewal Term,
such Lease or Leases shall be deemed terminated at the end of
the then current. Original Term. or Renewal Term. Lessee
agrees to deliver notice to Lessor of such terminationat least 30
days prior to the end of the then current Original Term or
Renewal Term, but failure to give such notice shall not extend
the term beyond such Original Term or Renewal Term. If any
Lease is terminated in accordance with this Section, Lessee
agrees to peaceably deliver the Equipment toLessor at the
location(s) to be specified by Lessor.
9. Conditions to Lessor's Performance. This Agreement
is not a commitment by Lessor to enter into any Lease not
currently in existence, and nothing in this Agreement shall be
construed .to impose any obligation upon Lessor to enter into
any proposed Lease, it being understood that whether. Lessor
enters into any proposed Lease shall be a decision solely within
Lessor's discretion. Lessee will cooperate with Lessor in
Lessor's review of any proposed Lease. Lessee understands that
Lessor requires certain documentation and information
necessary to enter into any Lease and Lessee agrees. to provide
Lessor with any documentation or information Lessor may
request in connection with - Lessor's. review of any proposed
Lease.. Such documentation may include, without limitation,
documentation concerning the Equipment and its contemplated
use and location and documentation or information concerning
the financial status of Lessee and other matters related to
Lessee.
10. Rental Payments. Lessee shall promptly pay "Rental
Payments" as described in Exhibit A-1 to each Lease,
exclusively from legally available funds, to Lessor on the dates
and in such amounts as provided in each Lease. Lessee shall pay
Lessor a charge on any Rental Payment not paid on the date such
payment is due at the rate of 12% per annum or the maximum rate
permitted by law, whichever is less, from such date until paid.
Rental Payments consist of principal and interest portions. Lessor
and Lessee understand and intend that the obligation of Lessee
to.pay Rental Payments under each Lease shall constitute a
current expense of Lessee and shall not in any way be
construed. to be a debt of Lessee in contravention of any
applicable constitutional or statutory limitation or requirement
concerning the creation of indebtedness by Lessee, nor shall
anything contained herein or in a Lease constitute a pledge of
the general tax revenues, funds or monies of Lessee.
11. RENTAL PAYMENTS TO BE UNCONDITIONAL.
EXCEPT AS PROVIDED IN SECTION 8, THE
OBLIGATIONS OF LESSEE TO MAKE RENTAL
PAYMENTS AND TO PERFORM AND OBSERVE THE
OTHER COVENANTS AND AGREEMENTS CONTAINED
IN EACH LEASE SHALL BE ABSOLUTE AND
UNCONDITIONAL IN ALL EVENTS WITHOUT
ABATEMENT, DBUNUTION, DEDUCTION, SET-OFF OR
DEFENSE, FOR ANY REASON, INCLUDING WITHOUT
LMTATION ANY FAILURE OF THE EQUIPMENT TO BE
DELIVERED OR INSTALLED, ANY DEFECTS,
MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN
THE EQUIPMENT OR ANY ACCIDENT,
CONDEMNATION OR UNFORESEEN CIRCUMSTANCES.
12. belive • Inst altation•-Acce tance. Lessee shall order
the Equipment, cause the Equipment to be delivered and
installed at the location specified in each Lease and pay any and
all delivery and installation costs in connection therewith.
When the Equipment.listed in any Lease has been delivered and
installed, Lessee shall immediately accept such Equipment and
evidence said acceptance. by executing and delivering to Lessor
an Acceptance Certificate- (Exhibit B). Lessor shall provide
Lessee with quiet use and enjoyment of the Equipment during
the Lease Term:
13. - Location: Inspection. Once installed,' no item of the
Equipment will be moved from the .location specified for it in
the Lease on which such item is listed without Lessor's consent,
which consent shall not be unreasonably withheld. Lessor shall
have the right at � all ' reasonable times during regular business
hours to enter into and .upon the property of Lessee for the
purpose of inspecting.the Equipment.
14. Use: Maintenance. Lessee will not install, use, operate
or maintain the Equipment improperly, carelessly, in violation
of any applicable.. law or in a manner contrary to that
contemplated by the related Lease. Lessee shall provide all
permits and licenses, if any, necessary for the installation and
operation of the Equipment. In addition, Lessee agrees to
comply in all respects with all applicable laws, regulations and
rulings of any legislative, executive, administrative or judicial
body. Lessee agrees that it will, at Lessee's own cost and
expense, maintain, preserve and keep the Equipment in good
repair. and working order. Lessee will. enter into. a maintenance
contract for the Equipment that is acceptable to Lessor.
.15. Title: Upon acceptance of the Equipment under a Lease
by Lessee, title to the Equipment shall vest in Lessee subject to
Lessor's rights under the Lease; provided that title : shall
thereafter immediately. and without any: action by Lessee vest in
Lessor, and Lessee shall immediately surrender possession of
the Equipment to Lessor; upon (a) any termination of the
applicable Lease other than termination pursuant .to Section 23
or (b) the occurrence of.an Event of Default. Transfer -of title to
Lessor pursuant to this Section shall ' occur automatically
without the necessity of any bill of sale, certificate of title or
other instrument of conveyance. Lessee shall, nevertheless,
execute and deliver any such instruments as Lessor may request
to evidence such transfer.
16. Security .Interest. To secure the payment of all of
Lessee's obligations under each Lease, upon the execution of
such . Lease, Lessee grants to Lessor a security interest
constituting :a first and exclusive lien on the Equipment
applicable to such Lease and on all proceeds therefrom. Lessee
agrees to execute such additional documents, in form
satisfactory to Lessor, which Lessor deems necessary or
appropriate to establish and maintain its security interest in the
Equipment.. The Equipment is and will remain personal
property and will not be deemed to be affixed to or a part of the
real estate on which it may be situated.
17. Liens. faxes,_ Other Governmental Charms and
Utility Charnes. Lessee shall keep the Equipment free of all
levies, liens and encumbrances except those created by each
Lease. The parties to this Agreement contemplate that the
Equipment will be used for governmental or proprietary
purposes of Lessee and that the Equipment will therefore be
exempt from all property taxes. If the use, possession or
acquisition of any Equipment is nevertheless determined to be
subject to. taxation, Lessee shall pay when due all taxes and
governmental charges lawfully assessed or levied against or
with respect to such Equipment. Lessee shall pay all utility and
other charges incurred in the use and maintenance of the
Equipment. Lessee shall pay such taxes or charges as the same
may become due.
18. Insurance. At its own expense, Lessee shall during
each Lease Term maintain (a) casualty .insurance insuring the
Equipment against loss or damage by fire and all other risks
covered by the standard extended coverage endorsement thenin
use in the State and any other risks reasonably - required by
Lessor, in an amount at least equal to the then applicable
"Purchase Price" of the Equipment as described in Exhibit A-1
of each Lease; (b) liability insurance that protects Lessee from
liability in all events in form and amount satisfactory to Lessor;
and (c) workers' compensation coverage as required by the laws
of the State; provided that, with Lessor's prior written consent,
Lessee may self -insure against the risks described in clauses (a)
and (b). Lessee shall furnish to Lessor evidence of such
insurance or self-insurance coverage throughout each Lease
Term. Lessee shall not materially modify or cancel such
insurance or self-insurance coverage without first giving written
notice thereof *to Lessor at. least 10 days in advance of such
cancellation or modification.. All such insurance described in
clauses (a) and : (b) above shall contain a provision naming
Lessor as a loss payee and additional insured.
19: Advances. In the event Lessee shall fail to keep the
Equipment in good repair and working order, Lessor may, but
shall be under ' no obligation to, maintain and repair the
Equipment and pay the cost thereof. All amounts so advanced
by Lessor shall constitute additional rent. for the then current
Original Term or Renewal Term and Lessee agrees to pay such
amounts so advanced by Lessor with interest thereon from the
advance date until paid at the rate of 12% per annum or the
maximum rate permitted by law, whichever is less.
20. Damane. Destruction and Condemnation. If (a) the
Equipment or any portion thereof is destroyed, ' in whole or in
part, or is damaged by fire or other casualty or (b) title to, or the
temporary -use of, the Equipment or any part thereof shall be
taken under the exercise or threat of the power of eminent
domain by any governmental body or by any person, firm or
corporation acting pursuant to governmental authority, Lessee
and Lessor will cause the Net Proceeds to be applied to the
prompt replacement, repair, restoration, modification or
improvement of the Equipment to substantially the same
condition as existed prior to the event causing such damage,
destruction, or condemnation, unless Lessee shall have
exercised its option to purchase the Equipment pursuant to
Section 23. Any balance of the Net Proceeds remaining after
such work has been completed shall be .paid to Lessee.
For purposes of this Section, the term "Net Proceeds" shall
mean (y) the amount of insurance proceeds received by Lessee
for replacing, repairing, restoring, modifying, or improving
damaged or destroyed Equipment, or (z) the amount remaining
from the gross. proceeds of any condemnation award or sale
under threat of condemnation after deducting all expenses,
including attorneys' fees, incurred in the collection thereof. If
the Net Proceeds - are insufficient to pay in full the cost of any
replacement, repair, restoration, .modification, or improvement
referred to herein, Lessee shall either. (a) complete such
replacement, repair, restoration, modification or improvement
and pay any costs thereof in excess of the amount of the Net
Proceeds, or (b) 'pursuant to Section 23 purchase Lessor's
interest -in the Equipment and in any other Equipment listed in
the same Lease. The amount of the Net Proceeds, if any,
remaining after - completing such replacement, repair,
restoration, modification or improvement .or after purchasing
Lessor's interest in the Equipment . and such other Equipment
shall be retained by Lessee. If Lessee shall make any -payments
pursuant to this Section; Lessee shall not be entitled to any
reimbursement therefor from Lessor nor shall Lessee be entitled
to any diminution of the amounts payable under Section 10.
21. DISCLAIMER .OF.. WARRANTIES. LESSOR
_
MAKES NO _ WARRANTY OR REPRESENTATION,
EITHER EXPRESS OR IMPLIED, AS. TO THE VALUE,
DESIGN, CONDITION, MERCHANTABILITY OR FITNESS
FOR PARTICULAR PURPOSE OR FITNESS FOR USE .OF
THE EQUIPMENT, OR WARRANTY WITH RESPECT
THERETO WHETHER EXPRESS OR IMPLIED, AND
LESSEE ACCEPTS SUCH EQUIPMENT AS IS AND WITH
ALL FAULTS. IN NO EVENT SHALL LESSOR BE LIABLE
FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGE -IN CONNECTION WITH OR
ARISING OUT OF ANY LEASE. OR THE EXISTENCE,
FURNISHING, FUNCTIONING OR LESSEE'S USE OF ANY
ITEM, PRODUCT OR SERVICE PROVIDED FOR IN ANY
LEASE.
22. Vendor's ' Warranties. Lessor hereby irrevocably
appoints Lessee as its agent and attorney-in-fact during each
Lease Term, so. long- as Lessee shall not Win default under the
related Lease, to .assert from time to time whatever claims and
rights (including without limitation warranties). relating to the
Equipment that Lessor may have against Vendor. The term
"Vendor" means any supplier or manufacturer of the Equipment
as well as the agents or dealers of the 'manufacturer or supplier
from whom Lessor purchased or is purchasing such Equipment.
Lessee's sole remedy for the breach of such warranty,
indemnification or representation shall be against Vendor of the
Equipment, and, not against Lessor. Any such matter shall not
have any effect whatsoever on the rights or obligations of
Lessor with respect to any Lease, including the right to receive
full and timely payments under a Lease. Lessee expressly
acknowledges that Lessor makes, and has made, no
representations or warranties whatsoever as to the existence or
the availability of such warranties by Vendor of the Equipment.
23. Purchase Option. Lessee shall have the. option to
purchase Lessor's interest in all of the Equipment listed in any
Lease, upon giving written notice to Lessor at least 60 days
before the date of purchase, at the following times and upon the
following terms: (a) on the Rental Payment dates specified in
each Lease, upon payment in full of the Rental Payments then due
under such Lease ' plus the then -applicable Purchase Price as
referenced in Exhibit A-1; or (b) . in the event of substantial
damage to or destruction or condemnation of substantially all of
the Equipment listed in a Lease, on the day specified in Lessee's
notice to Lessor of its exercise of the purchase option upon
payment in full to Lessor. of the Rental Payments then due under
such Lease plus the then applicable Purchase Price plus accrued
interest from the immediately preceding Rental Payment date to
such purchase date.
24. Assigamnt. Lessor's right, title and interest in and to
each Lease, including Rental Payments and any other amounts
payable by Lessee thereunder and all proceeds therefrom, may
be assigned and reassigned to one or more assignees or
subassignees by Lessor without the necessity of obtaining the
consent .of Lessee; provided that any such assignment shall not
be effective until (a) Lessee has received written notice, signed
by the assignor, of the name . and address of the assignee, and
(b) it registered on the registration books. Lessee shall retain
all such notices as a register of all assignees -in compliance with
Section 149(a) of the Code, and shall make all payments to the
assignee or assignees designated in such register. Lessee agrees
to execute all documents that may be reasonably requested by
Lessor or any assignee to protect its interests and property
assigned .pursuant to this Section. Lessee shall not have the
right to and shall not assert against any assignee any claim,
counterclaim or other right Lessee may have against Lessor or
Vendor. Assignments may include without limitation
assignment of all of Lessor's security interest in and to the
Equipment listed in a particular Lease and all rights in, to and
under the Lease related to such Equipment. Lessee hereby
agrees that Lessor may, without notice to Lessee, sell, dispose
of, or assign this Agreement or any particular Lease or Leases
through a pool, trust, limited partnership, or other similar entity,
whereby one or more interests are created in this Agreement or
in a Lease or Leases, or in the Equipment listed in or the Rental
Payments under a particular Lease or Leases. .
None of Lessee's right, title and interest in, to and under
any Lease. or any portion of the Equipment listed in each Lease
may . be assigned, subleased, or encumbered - by Lessee for any
reason without obtaining prior written consent of Lessor.
25. Events of Default. Any of the following events shall
constitute an "Event of Default" under a Lease: (a) failure by
Lessee to pay any Rental Payment or other payment required to
be paid under a Lease -at the time specified therein; (b) failure
by Lessee to observe and perform any covenant, condition or
agreement on its part to be observed or performed, other than as
referred to in subparagraph (a) above, for a period of 30 days
after written notice specifying such failure and requesting that it
be remedied is given to Lessee by Lessor; (c) any statement,
representation or warranty made by Lessee in or pursuant to any
Lease shall prove to have been false, incorrect, misleading or
breached in any material respect on the date when made; or (d)
Lessee institutes any proceedings under any bankruptcy,
insolvency, reorganization or similar law or a receiver or similar
official is appointed for Lessee or any of its property.
26.. Remedies on Default. Whenever any Event of Default
exists, Lessor shall have the right, at its sole option without.any
further demand or notice; to take one or any combination of the
following remedial steps: (a) by written notice to Lessee, Lessor.
-may declare all Rental'Payments payable by Lessee pursuant to
such Lease and other -amounts payable by Lessee under such
Lease. to the end of the then current Original Term or Renewal
Term to be. immediately due and .payable; (b) with or without
terminating the Lease Term under such Lease, Lessor may enter
the premises. where the Equipment listed in such Lease is
located and retake possession of such Equipment or require
Lessee at Lessee's expense to promptly return any or all of such
Equipment to the possession of Lessor at such place within the
United States as Lessor shall specify, and sell or lease such
Equipment or, for the account of Lessee, sublease such
Equipment, continuing to hold Lessee .liable for the difference
between (i) .the Rental Payments payable by Lessee pursuant to
such Lease and other' amounts related to such Lease of. the
Equipment listed therein that are payable by Lessee to the end
of the then current Original Term or Renewal Term, as the case
may be, and, (ii) the net proceeds of any such sale, leasing or
subleasing (after deducting all expenses of Lessor in exercising
its remedies under such Lease, including without limitation all
expenses of taking possession, storing, reconditioning and.
selling or leasing such . Equipment and all brokerage,
auctioneer's and attorney's fees), subject, however, to .the
provisions of Section 8 hereof. The exercise of any such
remedies in respect of any such Event of Default shall not
relieve Lessee of any other liabilities under any other Lease or
the Equipment listed therein; and (c) Lessor may take whatever
action .at' law or in equity may appear necessary or desirable to
enforce its. rights under suchLease or as a secured party in any
or all of the Equipment. Any net proceeds from the exercise of
any remedy under a Lease (after deducting all costs and
expenses referenced in the Section) shall be applied 'as .follows:
(i) if such remedy is exercised solely with respect to a single
Lease, Equipment listed in such Lease or rights thereunder, then
to amounts due pursuant to such Lease -and other amounts
related to such Lease or such Equipment; or (ii) if such remedy
is exercised with respect to more than one Lease, Equipment
listed in more -than one Lease or rights under more than one
Lease, then to amounts due pursuant to such Leases pro -rata
27. No Remedy Exclusive. No remedy herein conferred
upon or reserved to Lessor is intended to be exclusive and every
such remedy shall be .cumulative and shall be -in addition to
every other remedy given under a Lease now or hereafter
existing at law or in equity.
28. Notices. All notices or other communications under
any Lease shall be sufficiently given and shall be deemed given
when delivered or mailed by registered mail, postage prepaid,
to the parties hereto at. the addresses listed. below (or at such
other address as either party hereto shall designate in writing to
the other for notices to such party), or to any assignee at its
address as it. appears on the registration books maintained by
Lessee.
29. Release and Yndemnification. To the extent permitted
by State law, and subject to Section 7, Lessee shall indemnify,
release, protect, hold harmless, save and keep harmless Lessor
from and against any and all liability, obligation, loss, claim, tax
and damage whatsoever, regardless of cause thereof, and all
expenses in connection therewith (including, without limitation,
attorney's fees and expenses; penalties connected therewith
imposed on interest received)- arising out -of or as result. of (a)
entering into any Lease, (b)' the ownership of any item of
Equipment, (c) . the ordering, acquisition, use, operation,
condition, purchase, delivery, rejection, storage or return of any
item of Equipment, (d) any accident in connection with the
operation, .use, condition, possession, storage or return of any
item of Equipment resulting in damage. to property or injury to
or death to any person, and/or (e) the breach of any covenant or
any material representation contained in a Lease. The
indemnification arising under this Section shall continue in full
force and . effect notwithstanding the full payment of all
obligations under all Leases or the termination of the Lease
Term under all Leases for any reason.
30. Miscellaneous Provisions.. Each Lease shall inure to
the benefit of and shall. be binding upon Lessor and Lessee and
their respective successors and assigns. References herein to
"Lessor" shall be deemed to include eacli of its assignees and
subsequent assignees from and after the .effective date - of each
assignment as permitted by Section 24. In the event any
provision -of any Lease shall:be held invalid.or unenforceable by .
any court of competent jurisdiction, such ' holding shall not
invalidate or render unenforceable any other provision thereof.
Each Lease may be amended by mutual written consent of
Lessor and Lessee. Each Lease may be simultaneously
executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument: The captions or headings in this Agreement and in
each Lease are for convenience only and in no way define; limit
or. describe -the. scope or intent of any provisions or. sections of
this Agreement or any Lease. This Agreement and each Lease
shall be governed by and construed in accordance with the laws
of the State.
[Signature Page Follows]
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized
representatives as of the date first above written.
(LESSOR)
Pinnacle Public Finance, Inc.
8377 East Hartford Drive, Suite 115
Scottsdale, AZ 85255
Signature: —
Name/Title: ti lean D: Jimenez
twat kJ111V Bireftf EM
Date: 2:_ ` 2 i
(LESSEE)
Village of North Palm Beach
501 US Highway One
North Palm Beach,Flo ' 3'34
Signature:
1( la ke k:- V 11a�-10Anaye
" Name/Title: /
Date:?''?/ 2 a'
EXHIBIT A
SCHEDULE OF PROPERTY NO.5
RE: MASTER EQUIPMENT LEASE PURCHASE AGREEMENT entered into as of February 21, 2020, ("Agreement"), between
Pinnacle Public Finance, Inc. ("Lessor") and Village of North Palm Beach ("Lessee"). All terms used and not otherwise defined herein
have the meanings ascribed to them in the Agreement.
The following items of Equipment are hereby included under this Schedule to the Agreement.
To the extent that less than all of the Equipment subject to this Schedule has been installed and accepted by Lessee on or prior to the
date hereof, Lessee hereby acknowledges that a portion of the Equipment has not been delivered, installed and accepted by Lessee for
purposes of this Lease and Lessor hereby commits to provide funds in an amount sufficient to pay the costs to acquire and install the
Equipment. In consideration of the foregoing, Lessee hereby acknowledges and agrees that its obligation to make Rental Payments as
set forth in this Schedule is absolute and unconditional as of the date hereof and on each date and in the amounts as set forth in the
Rental Payment Schedule, subject to the terms and conditions of the Lease.
Ninety five percent of the financing costs are being used to acquire assets that will be capitalized.
DESCRIPTION OF EQUIPMENT
Quant i Description Model No. Serial No.
One (1) Sutphen Custom Ladder Truck SL75
Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Agreement are true
and correct as though made on the Commencement Date of Rental Payments under this Schedule. The terms and provisions of the
Agreement (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are
hereby incorporated into this Schedule by reference and made a part hereof.
Dated: June 10, 2021
Lessor: Pinnacle Public Finance, Inc.
Signature:
Name/Title:
Date:
Lessee: Village of No '4aeW
Signature: '
Name/Tide: ✓u-�' Z ,,�-�'1 /�'9� r
Date:
EXHIBIT A -l.
RENTAL PAYMENT SCHEDULE
RE: Schedule of Property No. 5 dated June 10, 2021 to Master Equipment Lease Purchase Agreement
dated as of February 21, 2020 between Pinnacle Public Finance, Inc., as Lessor, and Village of North Palm
Beach, Florida, as Lessee.
COMMENCEMENT DATE: June 10, 2021
Village of North Palm
vy�
Signature:
Name/Title:'�-�`��
Date: 2- 2
Payment
Payment
I
I
Purchase
Outstanding
Pmt #
I Date
Amount
Interest
Principal
Price
Balance
COMMENCEMENT DATE: June 10, 2021
Village of North Palm
vy�
Signature:
Name/Title:'�-�`��
Date: 2- 2
6/10/2021
$985,490.00
1
9/15/2022
$111,796.57
$28,024.87
$83,771.70
$919,752.67
$901,718.30
2
9/15/2023
$111,796.57
$20,288.66
$91,507.91
$826,414.60
$8103210.39
3
9/15/2024
$111,796.57
$18,229.73
$93,566.84
$730,976.42
$716,643.55
4
9/15/2025
$111,796.57
$16,124.48
$95,672.09
$633,390.89
$620,971.46
5
9/15/2026
$111,796.57
$13,971.86
$97,824.71
$533,609.68
$523,146.75
6
9/15/2027
$111,796.57
$11,770.80
$100,025.77
$431,583.40
$423,120.98
7
9/15/2028
$111,796.57
$9,520.22
$102,276.35
$327,261.52
$320,844.63
8
9/15/2029
$111,796.57
$7,219.00
$104,577.57
$220,592.40
$216,267.06
9
9/15/2030
$111,796.57
$4,866.01
$106,930.56
$111,523.23
$109,336.50
10
9/15/2031
$111,796.57
$2,460.07
$109,336.50
$0.00
$0.00
Totals:
$1,117,965.71
$132,475.71
$985,490.00
Rate 2.2500%
COMMENCEMENT DATE: June 10, 2021
Village of North Palm
vy�
Signature:
Name/Title:'�-�`��
Date: 2- 2
EXI3IBIT B
PLEASE COMPLETE EITHER FINAL OR PARTIAL ACCEPTANCE, AS RELEVANT
FINAL ACCEPTANCE CERTIFICATE
Re: Schedule of Property No. 5 dated June 10, 2021 to Master Equipment Lease Purchase Agreement dated as of February 21, 2020 between Pinnacle Public Finance,
Inc., as Lessor, and Village of North Palm Beach, as Lessee.
In accordance with the Master Equipment Lease Purchase Agreement (the "Agreement'), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as
follows:
(1) All of the Equipment (as such term is defined in the Agreement) listed in the above -referenced Schedule of Property (the "Schedule") has been delivered, installed
and accepted on the date hereof.
(2) Lessee has conducted such inspection and/or testing of the Equipment listed in the Schedule as it deems necessary and appropriate and hereby acknowledges that it
accepts the Equipment for all purposes.
(3) Lessee is currently maintaining the insurance coverage required by Section 18 of the Agreement.
(4) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date
hereof.
LESSEE
Village ofNorth Palm Beach
Signature:
Name/Title:
Acceptance Date:
>OR<
PAYMENT REQUEST and PARTIAL ACCEPTANCE CERTIFICATE
Pinnacle Public Finance, Inc. is hereby requested to pay the person or entity designated below as Payee, the sum set forth below in payment of a portion or all of the
cost of the acquisition described below. The amount shown below is due and payable under the invoice of the Payee attached hereto with respect to the cost of the
acquisition of the equipment and has not formed the basis of any prior request for payment. The equipment described below is part or all of the "Equipment" listed in
Exhibit A to the Master Equipment Lease Purchase Agreement referenced above.
Quantijy Serial Number/Description: Amount:
Payee:
Payee's Federal ID Number:
Lessee hereby certifies and represents to and agrees with Lessor as follows: (i) the equipment described above has been delivered, installed and accepted on the date hereof, (ii) Lessee has
conducted such inspection and/or testing of said equipment as it deems necessary and appropriate and hereby acknowledges that it accepts said equipment for all purposes; (iii) Lessee is currently
maintaining the insurance coverage required by Section 18 of the Agreement; (iv) no event or condition that constitutes, or with notice or lapse of time or both would constitute, an Event of
Default (as such term is defined in the Agreement) exists at the date hereof.
Dated: LESSEE
Village of North Palm Beach
Signature:
Name/Title:
PLEASE RETURN PAYMENT REQUEST TO:
Pinnacle Public Finance, Inc.
8377 East Hartford Drive, Suite 115
Scottsdale, AZ 85255
INSURANCE COVERAGE REQUIREMENTS
LESSOR: Pinnacle Public Finance, Inc.
LESSEE: Village of North Palm Beach
Please Reference Control #103123 on the Certificate of Insurance
In accordance with Section 18 of the Agreement, we have instructed the insurance agent named below:
(Please fill in name, address and telephone number).
&61�IS e4 -V+ Telephone: U 2, it/
20 N. DPQ,pNi! Toa Fax: ( ) �-IIfi
t:jando, FG 32 80Contact: _J e-SSi c*L J en
a. All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and Long Form Loss
Payable Clause naming Pinnacle Public Finance, Inc. and/or its assigns, as Loss Payee.
Coverage Required: Full Replacement Value
b. Public Liability Insurance evidenced by a Certificate of Insurance naming Pinnacle Public Finance, Inc. and/or its assigns as
Additional Insured. Minimum Coverage Required: $2,000,000.00
C. Workers' compensation coverage as required by the laws of the State; provided that, with Lessor's prior written consent,
Lessee may self -insure against the risks described in clauses.
Proof of insurance coverage will be provided prior to the time the Equipment is delivered to us.
PLEASE LIST NAME & ADDRESS AS FOLLOWS:
Pinnacle Public Finance, Inc.
8377 East Hartford Drive, Suite 115
Scottsdale, AZ 85255
LESSEE: Vill ofNh lm e l�
Signature: (�
Name/Title: An f Ut SI I� aGG .A,VlQO�P�(
Date:
BANK QUALIFIED DESIGNATION
Schedule of Property No. 5 dated June 10, 2021 to Master Equipment Lease Purchase Agreement
dated February 21, 2020
Lessee hereby represents and certifies the following (please check one):
7Ba Qualified
Lessee has designated, and hereby designates, this Lease as a "qualified tax-exempt obligation" for the
purposes and within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as
amended (the "Code"). In making that designation, Lessee hereby certifies and represents that:
• As of the date hereof in the current calendar year, neither Lessee nor any other issuer on behalf of
Lessee has designated more than $10,000,000 of obligations (including this Lease) as "qualified
tax-exempt obligations";
• Lessee reasonably anticipates that the total amount of tax-exempt obligations (including this Lease)
to be issued by or on behalf of Lessee (or allocated to Lessee) during the current calendar year will
not exceed $10,000,000;
• The Lease will not be at any time a "private activity bond" as defined in Section 141 of the Code;
• The Lease is not subject to control by any entity and there are no entities subject to control by
Lessee; and
• Not more than $10,000,000 of obligations of any kind (including the Lease) issued by, on behalf of
or allocated to Lessee will be designated for purposes of Section 265(b)(3) of the Code during the
current calendar year.
Non -Bank Qualified
❑ Lessee has not designated this Lease as a "qualified tax-exempt obligation' for the purposes and within
the meaning of Section 265(b)(3) of the Code.
LESSEE: Village o Nvrth- alm Be
Signature: X
Printed Name/Title: X�c�
Date: X 2-2'`C' G ��
PAYMENT INSTRUCTIONS
Pursuant to the Master Equipment Lease Purchase Agreement dated February 21, 2020 (the "Agreement'), Schedule of Property No. 5, dated June
10, 2021, between Pinnacle Public Finance, Inc. (the "Lessor") and Village of North Palm Beach (the "Lessee"), Lessee hereby acknowledges the
obligations to make Rental Payments promptly when due, in accordance with Exhibit A-1 to the Agreement.
LESSEE NAME: Village of North Palm Beach
TAX ID#: 59-6017984
INVOICE MAILING ADDRESS: l�I I� VI'Wfi14 OWNor-i ?� nw ZPA FL` 3"Og
Mail invoices to the attention of: n (y Cf A.i n Phone �6 ���' 3 3� Z) Fax Xt 00 LIS-
Approval
I S'Approval of Invoices required by: S4 i'Y11 rCt N Phone (�6 t) �� 9 3 �' U FaxI;
Accounts Payable Contact: I r4 U' S ��R +•� Phone U �7 �' '3 b Fax
Processing time for Invoices: we Approval: 1A1Ztk4 Checks:
Do you have a Purchase Order Number that you would like included on t e invoice? No Yes PO#
Do your Purchase order numbers change annually? No Yes�_z Processing time for new purchase
LESSEE: Villa of orth lm B ach
Signature: /.
Name/Title: "qW
IV17by_
Date: '
Instructions for 8038-G:
Updated for use with September, 2098 form
The below described lines need to be completed by the Lessee:
Line 2-: Enter the EIN number of the Issuer (Lessee)
An issuer (Lessee) that does not have an employer identification number (EIN) should apply
for one on Form. SS4, Application for Employer Identification Number. This form may be
obtained at Social Security. Administration offices or by calling 1 -800 -TAX -FORM (1-800-
829-3676). You can also get this form on the IRS website at www.irs.aov. You may receive
an EIN by telephone by following the instructions for Form SS -4.
Lines 10a and 10b: Enter the name, title, and telephone number of the officer of the Issuer
whom the IRS may call for more information
If the issuer wishes to designate a person other than an officer of the issuer (including a
legal representative or paid preparer) whom the IRS may call for more information with
respect to this return, enter the name, title, and telephone number of such person.
Line 39: Bank Qualified Designation
Check this box if this Lease is designated as a "small issuer exception" under section
265(b)(3)(13)(i)(III). [Issuer (Lessee) reasonably anticipates that the total amount of tax-
exempt obligations (including this Lease) to be issued by or on behalf of Lessee (or
allocated to Lessee) during the calendar year 2021 will not exceed $10,000,000.]
Lines 41a -41d
and 42: Hedges
If the issuer (Lessee) has identified a hedge, this section must be completed.
Line 43: Written procedures regarding Remediation of Non -Qualified Bonds
Check. this box if Issuer (Lessee) 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).
Line 44: Written procedures to monitor Section 148 of the Code
Check this box if Issuer (Lessee) has established written procedures to monitor the
requirements of Section 148 of the Internal Revenue Code (related to arbitrage and yield
restriction).
Lines 45a and 46b: Reimbursement . .
If applicable, please identify whether any proceeds of the issue were used to reimburse
expenditures. Please identify the amount of reimbursed expenditures and the date of the
adoption of the official declaration of intent. [The instructions acknowledge that such
declaration is not always required but do not provide guidance on completion without such
requirement.]
Signature and
Consent: Please provide an authorized signature, date, and printed (or typed)
name and title of the individual signing on behalf of Lessee.
Form8038=G Information Return for Tax -Exempt Governmental Bonds
► Under Internal Revenue Code section 149(e)
(Rev.:September201t3) 0; Sao separate instructions.
Department of the Treasury... ° Caution: !f the issue price is under $100, 000, use Form 8038 -GC.
Internal Revenue Service 110-.13o to wwwJrs.g9v/F8038Q.1or instructions and the latest information.
Ment l: nic AiMority. If Amended Roti
REF# 103123
OMB No. 1545-0720
check here ►, I
1 'Issuer's name
2 issuer's employer identification number (EIN)
Vigage'of North Palm. beach
59-6017984
3a Name of person (other than Issuerj with whom the IRS maycommunlcate about this return (see instructions)
3b Telephone number of other person shown on 3a
4 Number and street (or P.O. box If mail Is not delivered to street address)
Room/suite
5 Report number (For IRS'Use Only)
.:..
10.26. ears
3
_. _
6 City, town, or post office,;state, and'ZI-P aode
__
'7 Date of issue
North Palrn ' Beach .. FL .33408
6/10/2021
9 Name of IssuitV
9 CUSIP number
Sch of prtip No. 5 dtd 6110/2021 to Master°Eddf ihent Lease Purchase 80eme "t.dtd 2/21/2020
:108 Name and title of officer or other employee of the issuer whom the IRS may call for more information (see
10b Telephone number of officer or other
instructions)
employee shown on 10a
Sarnia Janjua, Director of Fitiartce
_ _..- .. -454 :841-3360
MOM Tii46 ef' 19site?: fein%r'i fife. issue: Driers/.. See the Instructions and attach schedule....
_. .
11
12
13
14:
15
16
17
18
19a
19a
b
,.20—
' Education.. .. , . .
Health and hospital ,. .. ,. .. ,. ,. .: ..
Transportation .. . , :. ... . Y
Public safety , .. .:
Environment (including sewage bonds) .:. .. .- : .;
Housing . :. .. :: .. 4
Utilities
Other. Describe PP -
If bonds are TANs or RANs, check only box 19a ,, ,.. ., ► `❑
if bonds are BANs, check only box 19b .. ., :. , .: :. ► ❑
_.If.bonds.are in.the:form..of.a lease or installment sate,.check box ,; .. ;. .. .; ►i
(b) Issue price
194, .._
(d) Weighted
average maturity
14 985,490 00
21
16
,$ 985,490.00
:$' N/A
10.26. ears
Dra�rrihtiari ef. Bdnels_ r.ZM*n Ato forahe,Antl -a i t e for which -.1114. forrn:.is'. bP-ih ."filed'.
- -
���� y6$cl'�p'�lonor ir[erunaea.itsvnas. �ompleze mis parc•onty r�r rr�i.ut_luing_.u�nus. .rvrr►; _ .. .
31 Enter the remaining weighted average maturity.ofthe tax-exempt bonds to be refunded . . . ► years.
32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► years
33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) 10-
04
34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY)
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 637738 Form 8038-G (Rev. 9-2018)
(a) Final maturity -date
(b) Issue price
(e) Stated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
21
9/1 S/20.31
,$ 985,490.00
:$' N/A
10.26. ears
2.2500 %
Uses' df Prd'eiEl.of Bontl issue neludLn
:underwriters' disiMount� N/A
22'
23
24
25
26
27
28
29
30
Proceeds used for accrued interest . . . . . . . . . . . : :: ::
Issue price of entire issue (enter amount from line 21, column (b))
Proceeds used for. -bond issuance costs (including underwriters' discount) .24
Proceeds used for credit enhancement . . . . . . . . . . . . .25-
5-26 Proceeds allocated to reasonably required reserve.or replacement fund 26
Proceeds used to refund prior tax-exempt bonds. Complete Part V . 27
Proceeds used to refund prior taxable bonds. Complete Part V : 28
Total (add lines 24 through 28) . . . . . . . . . . . . i
NQnrsftar d(J06ft l3;of the issue' subtract line 29 from line 23 and enter amount here) : .::
221.
J.29
.30 ..1.
���� y6$cl'�p'�lonor ir[erunaea.itsvnas. �ompleze mis parc•onty r�r rr�i.ut_luing_.u�nus. .rvrr►; _ .. .
31 Enter the remaining weighted average maturity.ofthe tax-exempt bonds to be refunded . . . ► years.
32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► years
33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) 10-
04
34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY)
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 637738 Form 8038-G (Rev. 9-2018)
Form 8038-G (Rev. 9-2018) .. Page 2
Misceifaneous -
35 Enter the amount of the state volume cap-allocated to the Issue under section 141(b)(5) 3S.
36a -Enter the amount of gross proceeds invested or to be invested in a guaranteed Investment contract'
(GIC). See instructions . . . . . . 38a
b Enter thefinal'maturity date of the GIC Do- (MM/DD/YYYY)
c Enter the name of the GIC provider►
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 bond ► (MM/DD/YYYY)
c Enter the EIN of the Issuer of the master pool bond 0-
d
d Enter the name of the issuer of the master pool bond
39 if the issuer has designated the issue under section 265(b)(3)(B)Q)(I11) (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.►
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 nonqualiffed 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 10-
b.
b Enter t '64ste the": ciail Fntei t-.was ado,oto-a ►' (4�INU4
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
y are t e, correct, and complete. l further declare that I consent to the IRS's disclosure of the-issuer's return information, as necessary to
Signature and belief, the
and ; process thi rn, to e p at ave author ove.
b Wt-e
Consent -
Signature of Issuer's au , 66idd representative ate Type or print name and title "
Paid Prliwype preparees name Tmoarees. signature Date Check ❑ if " WIN*
P:reparer
Michael Krahenbuhl self-emptoyed, PO1850365
Use Only. Flnn's name lipPinnacle'Public Finance Firm's EiN Op27.3119149
l Fmts:a dr+ass>.r 8377 E. Hartford Drive, Suite 1.15, Scottsdale, AZ 85255 rpy ems,; 48D.419-4800.
Form 8038-0 (Rev. 9-2018)
CERTIFICATE OF SIGNATURE AUTHORITY OF LESSEE
June 10, 2021
Pinnacle Public Finance, Inc.
8377 East Hartford Drive, Suite 115
Scottsdale, AZ 85255
RE: Schedule of Property No. 5 dated June 10, 2021 ("Lease") to the Master Equipment
Lease Purchase Agreement dated February 21, 2020 ("Agreement"), by and between
Village of North Palm Beach ("Lessee") and Pinnacle Public Finance, Inc. ("Lessor").
Dear Pinnacle Public Finance, Inc.,
I, the undersigned, do hereby certify
(') that ArAfow b. Luk04S i I� (VIt
{please print the name and title of the person who signed
, Malrl�Aa)
lease documents the line above)
the officer of Lessee who executed the foregoing Lease and Agreement on behalf of Lessee and
whose genuine signature appears thereon, is the duly qualified and acting officer of Lessee as
stated beneath his or her signature and has been authorized to execute the foregoing Lease and
Agreement on behalf of Lessee, and
d�-�b I
(ii) that the budget year of Lessee is from �i�( to
Sincerely,
Signature:
Name/Title:
Dated:
v,ll<,� e Cly
i I C-J�
The Certificate of Signature Authority of Lessee should be executed by an authorized individual confirming the
executioner of the remaining documents is authorized. This document cannot be signed by the person signing
the lease documents.
TORCIVIA, DONLON,
GODDEAU & RUBIN, P.A.
701 -Northpoint Parkway, Suite 209
West Palm Beach, Florida 33407-1950
561-686-8700 Telephone / 561-686-8764 Facsimile
www.torcivi*alaw.com
Glen J. Toroivia
Lara Donlon
Christy L. Goddeau*
Leonard G. Rubin*
*FLORIDA BAR BOARD CERTIFIED
CITY COUNTY. AND LOCAL GOVERNMENT ATTORNEY
June 1, 2021
Pinnacle Public Finance, Inc.
8377 E. Hartford Drive, Suite 115
Scottsdale, AZ 85255
Jennifer H.R. Hunecke
James Brako
Susan M. Garrett
Re: Schedule of Property No. 5, dated June 10, 2021 to Master Equipment Lease Purchase
Agreement dated as of February 21, 2020 between Pinnacle Public Finance, Inc., as Lessor,
and Village of North.Palm Beach, as Lessee..
Ladies and Gentlemen:
As legal counsel to Village of North Palm Beach, (the "Lessee"), I have examined .(a) an executed
counterpart of a: certain Master Equipment Lease Purchase Agreement dated as of.lobruarY 21,
2024 and:Exhibits thereto. by:andbetween Pinnacle Public Finance,.. Inc. (the "Lessor" ):arid Village
of North -Paha Beach, (the "Agreement") aad. an executed counterpart. of Schedule of Property No.
5 dated 'June 10, 2021 ''by and between Lessor and Lessee (the "Schedule"), which, among other
things, provides for the lease with option to purchase to the Lessee of certain property listed in the
Schedule (the "Equipment"), (b) an executed counterpart of the ordinances or resolutions of Lessee
which, among other things, authorize Lessee to execute the Agreement and the Schedule and (c)
such otheropinions, documents and matters of law as I have deemed necessary in connection with
the following opinion. The Schedule and the terms and provisions of the Agreement incorporated
therein by reference together with the Rental Payment Schedule attached to the Schedule are herein
referred to collectively as the "Lease".
In rendering this opinion, I have. assumed without inquiry:
(a) The authenticity of all documents submitted to me as copies of the originals, and the
conformity, of such copies. to the originals as they are finally executed and. delivered by
Lessee and Lessor;
(b) 'That -the Lease has been or will be duty authorized; executed and delivered -by Lessor;
Pinnacle. -Public Finance, Inc.
June 1, .2-021
Pagel
(c) That the Lease constitutes valid,. legal and binding obligations of Lessor enforceable
against: Lessor in accordance with its terms; and
(d) That:the Lease -accuratelydescrbes and contains the mutual understandings of the parties, .
and that there -are. notoral or written statements or agreements that modify, amend or vary,
ox :p..urport. to modify, amend or vary,: any of the terms thereof.
Based on the foregoing, I .am .of the following opinion:
(1) Lessee is a public body corporate and politic, .duly, organized and existing under the laws
of the State,. or has a.: substantial' amount of one- the following sovereign powers: (a) the.
power to tax, (b) the power of.eminent domain, or (c) police power,.
{2) The::nawe- of the lessee contained in the Lease. is the correct legal name of the:
Lessee;
(3) Lessee has the requisite power and authority lo lease: and acquire the. Equipment with an
option to purchase and to execute and deliver the. Leaseand to perform its obligations under
the Lease;
'The Lease hiss been duly authorized, approved,..executed, and delivered by and on behalf
of Lessee and the Lease is. a legal, valid and binding "obligation of Lessee: enforceable in
accordance with its: terms, subject to (i) all: applicable' bankruptcy, reorganization,
insolvency;, fraudulent conveyance, moratorium and other similar laws;(Ji) the
qualification that certain. waivers, .restrictions -and remedies provided. for in this Lease,
including without limitation certain indemnification obligations, maybe wholly or partially
unenforceable under Florida. law; and.(iii) general principles of equity:
(5) The authorization, approval,, execution, and delivery: of the' Lease: and all other proceedings
of Lessee relatifng to- the- transacUOM contemplated thereby have been performed in
acCordanceVith all open meeting laws, public bidding laws and all other applicable state
.laws; and
(6) To the best ofmy. knowledge; there..i�s no proceeding_pendingor threatened in any court or
before aiay governmental authority or arbitration board or tribunal that if adversely
determined,. would adversely affect the transactions contemplated by: the Lease or the
security interest of Lessor or its assigns, as. the case may be, in the Equipment thereunder.
All of the -opinions. -set forth above are also subject to the following qualifications,, limitations and
exceptions:
(a) The opinions expressed herein. are limited to matters governed by the laws of the .State of
Florida: No opinion. is expressed regarding the laws of any other jurisdiction.
(b) The opinions. expressed herein are basedupon the law 'in effect on the date hereof, and we
assume no obligation to. revise, or supplement them if -the law is changed by legislative
action, judicial decision or otherwise.
Torcivia, Donlon, Goddeau &:Rubin, P.A., 701 Northpoint, Parkway, Suite 209, West Palm Beach, Florida 33407
(561) 686-8700 - (561).686-8764 (facsimile)
Pinnacle.Public Finance, Inc.
June 1, 2021
Page 3
All capitalized terms herein shall .have. the same meanings :as -in the Lease unless otherwise
provided herein. _Lessor, its. suceessots .and .assigns, anal. any counset rendering an opinion on the j
tax-exempt status of the. interest components of the Rental Payments,.are entitled to rely on this
opinion.
Sincerely yours,
Leonard G. Rubin
Village Attorney
Torcivia, Donlon, Goddeau &. Rubin, -P.A., 701 Northpoint Parkway; Suite 209, West Palm Beach, Florida 33407
(561) 686.8700 - (561) 686-8764 (facsimile)
A,
Bond is subject to the attached Additional Obligee Rider which is made part of this Performance bond".
Liberty
,.ala
SURETY
PERFORMANCE BOND
Bond Number: 019077726
Interchange Corporate Center
450 Plymouth Road, Suite 400
Plymouth Meeting, PA. 19462-1644
Ph. (610) 832-8240
KNOW ALL MEN BY THESE PRESENTS, that we SUTPHEN CORPORATION
as principal (the "Principal's,
and LIBERTY MUTUAL INSURANCE COMPANY, a Massachusetts stock insurance company, as surety (the
"Surety's, are held and firmly bound unto VILLAGE OF NORTH PALM BEACH, FLORIDA
, as obligee (the "Obligee's, in
the penal sum of One Million Eight Thousand Six Hundred and 00/100 .
Dollars ($1,008,600.00 ),
for the payment of which sum well and truly to be made, the Principal and the Surety, bind ourselves, our heirs,
executors, administrators, successors and assigns, jointly and severally, firmly by these presents.
WHEREAS, the Principal has by written agreement, dated the 4th day of June 20 21 ,
entered into a contract (the "Contract'5 with the Obligee for
SL75 Aerial Ladder
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal shall promptly and
faithfully perform the Contract, then this obligation shall be null and void; otherwise it shall remain in full force and
effect.
PROVIDED AND SUBJECT TO THE CONDITIONS PRECEDENT:
1. Whenever the Principal shall be, and declared by the Obligee to be in default under the Contract, the Obligee
having performed the Obligee's obligations thereunder, the Surety may promptly remedy the default, or shall
promptly:
1.1 Arrange for the Principal, with consent of the Obligee, to perform and complete the Contract; or
1.2 Undertake to perform and complete the Contract itself, through its agents or through independent
contractors; or
1.3 Obtain a bid or bids from alternative contractors to complete the Contract in accordance with its terms and
conditions, and upon determination by the Surety of the lowest responsible bidder, or if the Obligee elects,
upon determination by the Obligee and the Surety jointly of the lowest responsible bidder, arrange for a
contract between such bidder and the Obligee, and make available as work progresses (even though
there should be a defauit or a succession of defaults under the contract or contracts of completion
arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the contract
price; but not exceeding the amount set forth in the first paragraph of this bond. The term "balance of the
contract price," as used in this paragraph, shall mean the total amount payable by the Obligee to the
Principal under the Contract and any amendments thereto, less the amount properly paid by the Obligee to
the Principal; or
1.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with
reasonable promptness under the circumstances:
a. After investigation, determine the amount for which it may be liable to the Obligee and, as soon as
practicable afterthe amount is determined, tender payment therefore to the Obligee; or
b. Deny liability in whole or in part and notify the Obligee citing reasons therefore.
LMI C-5100 Page 1 of 2 Rev. 3/12
Notwithstanding any other provision of this bond or the Contract, or otherwise, the Surety is not responsible for
and shall not be held liable to the Obligee for any hazardous waste removal and the Surety shall not be held
liable to, or in any other respect be responsible to, the Obligee by way of indemnity, claims or otherwise, or to
any public authority or to any other person, firm or corporation, for or on account of any fines or claims by any
public authority or for bodily injuries or property damage to any person or thing, including, but not limited to, injury
or damage due to the release or threat of release of hazardous substances of any kind or damage to real estate
or to the environment or clean-up costs or other damages of whatever kind or nature arising out of any act of
commission or omission by the Principal, the Principal's agents, servants, employees, subcontractors or
suppliers or any other person in connection with the performance of the Contract. This limitation applies
regardless of when any such fine is assessed, claim is made, or injury, damage, release or threat of release
occurs and without regard to any term or condition of the Contract.
3. The Surety hereby waives notice of any alteration or extension of time made by the Obligee.
4. Any suit under this bond must be instituted before the expiration of one (1) year from the date on which the
Principal ceased to work on the Contract. If the provisions of this paragraph are void or prohibited by law, the
minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable.
5. No right of action shall accrue on this bond to or for the use of any person or corporation other than the
Obligee named herein or the heirs, executors, administrators or successors of the Obligee.
6. Any claims must be presented in writing to Liberty Mutual Insurance Company to the attention of the Surety Law
Department at the above address.
DATED as of this 9th day of June 2022
W TN ESS I ATTES SUTPHEN C PORATION
( ipal)
By: ) (Seal)
Name: , Drew Sutphe
Title: president '
LIBERTY MUTUAL INSURANCE COMPANY
(Surety)
By: •'
Kim berl G. Sherrod Attom -i -Fact
LMIC-5100 Page 2 of 2 Rev. 3112
r - This Power of Attorney limits the acts of those named herein, and they have no authority to
bind the Company except in the manner and to the extent herein stated.
L1�E'.�'tX Liberty Mutual Insurance Company
The Ohio Casualty Insurance Company Certificate No: 8206709-014046
Mutual®
SURETY West American Insurance Company
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casualty Insurance Company is a corporation duly organized under the laws of the State of New Hampshire, that
Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts, and West American Insurance Company is a corporation duly organized
under the laws of the State of Indiana (herein collectively called the "Companies"), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, Kimberly G.
Sherrod; Michelle D. Krebs
all of the city of Cincinnati state of OH each individually if there be more than one named, its true and lawful attorney-in-fact to make,
execute, seal, acknowledge and deliver, for and on its behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations, in pursuance
of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper
persons.
IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed
thereto this 7th day of June 2021
Liberty Mutual Insurance Company
P� 1NSU P�11i INS& � 1NSU 4.1 The Ohio Casualty Insurance Company
�oLPo r 'yn yJ �oRP0�r�y P �ogPo�ar 40 West American Insurance Company
g 1912 0 1919 0 LU
1991 0
( D a9 �° °—y z .4uo a o vS E
dJ1�`SACHUS .da �� NAMPg�`,a� `�s NDIA14 ,d3 / 2 U
By:
m David M. Carey, Assistant Secretary Cr
c`o State of PENNSYLVANIA ss
PCounty of MONTGOMERY o
On this 7th day of June 2021 before me personally appeared David M. Carey, who acknowledged himself to be the Assistant Secretary of Liberty Mutual Insurance
Company, The No Casualty Company, and West American Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument for the purposes ` -
therein contained by signing on behalf of the corporations by himself as a duly authorized officer. y
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at King of Prussia, Pennsylvania, on the day and year first above written.
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Ir QC% Teresa Pastella, Notary Public
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Commission number 1126044 y�
NSYL�P �G Member, Pennsylvania Association of Notaries Teresa Pastella, Notary Public
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This Power of Attorney is made and executed pursuant to and by authority of the following By-laws and Authorizations of The Ohio Casualty Insurance Company, Liberty Mutual
Insurance Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows:
ARTICLE IV — OFFICERS: Section 12. Power of Attorney.
Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject to such limitation as the Chairman or the
President may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety
any and all undertakings, bonds, recognizances and other surety obligations, Such attomeys-in-fact, subject to the limitations set forth in their respective powers of attorney, shall
have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so executed, such
instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attorney-in-fact under the
provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority.
ARTICLE XIII — Execution of Contracts: Section 5. Surety Bonds and Undertakings.
Any officer of the Company authorized for that purpose in writing by the chairman or the president, and subject to such limitations as the chairman or the president may prescribe,
shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings,
bonds, recognizances and other surety obligations. Such attomeys-in-fact subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the
Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When so executed such instruments shall be as binding as if
signed by the president and attested by the secretary.
Certificate of Designation — The President of the Company, acting pursuant to the Bylaws of the Company, authorizes David M. Carey, Assistant Secretary to appoint such attorneys -in -
fact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety
obligations.
Authorization — By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the
Company, wherever appearing upon a certified copy of any power of attorney issued by the Company in connection with surety bonds, shall be valid and binding upon the Company with
the same force and effect as though manually affixed.
I, Renee C. Llewellyn, the undersigned, Assistant Secretary, The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company do
hereby certify that the original power of attorney of which the foregoing is a full, true and correct copy of the Power of Attorney executed by said Companies, is in full force and effect and
has not been revoked.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 9th day of June , 2021 .
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