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R2022-07 Vehicle Lease AgreementRESOLUTION 2022-07 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA APPROVING THE LEASE OF FIVE NEW POLICE DEPARTMENT VEHICLES ACQUIRED FROM BARTOW FORD CO. PURSUANT TO PRICING ESTABLISHED IN AN EXISTING CHARLOTTE COUNTY CONTRACT AND EQUIPPED BY DANA SAFETY SUPPLY PURSUANT TO AN EXISTING CITY OF MIAMI CONTRACT, ONE NEW SANITATION VEHICLE ACQUIRED FROM NEXTRAN CORPORATION D/B/A NEXTRAN TRUCK CENTER PURSUANT TO PRICING ESTABLISHED IN AN EXISTING FLORIDA SHERIFF'S ASSOCIATION CONTRACT, AND ONE NEW FIRE RESCUE DEPARTMENT VEHICLE ACQUIRED FROM STINGRAY CHEVROLET PURSUANT TO PRICING ESTABLISHED IN AN EXISTING FLORIDA SHERIFF'S ASSOCIATION CONTRACT; APPROVING A FIVE-YEAR LEASE AGREEMENT WITH PINNACLE PUBLIC FINANCE INC.; DECLARING FIVE EXISTING VEHICLES AS SURPLUS PROPERTY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Village Staff recommended the lease of seven new vehicles (five vehicles for the Police Department, one vehicle for the Public Works/Sanitation Department, and one vehicle for the Fire Rescue Department) through Pinnacle Public Finance, Inc.; and WHEREAS, the Police Department vehicles will be acquired from Bartow Ford Co. utilizing pricing established in an existing Charlotte County Contract (Contract No. 21-541 Vehicles — Annual Contract) and will be equipped by Dana Safety Supply pursuant to pricing established in an existing City of Miami Contract (Bid No. 1301386 — Purchase and/or Installation of Municipal Vehicle Equipment Citywide); and WHEREAS, the Public Works/Sanitation Department vehicle will be acquired from Nextran Corporation d/b/a Nextran Truck Center of Riviera Beach pursuant to pricing established in an existing Florida Sheriff's Association Contract (Contract No. FSA20-VEH18.0 (Heavy Trucks)); and WHEREAS, the Fire Rescue Department Vehicle will be acquired from Stingray Chevrolet pursuant to pricing established in an existing Florida Sheriff's Association Contract (Contract No. FSA20-VEL28.0 (Pursuit, Administrative and Other Vehicles); and WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests of the residents 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 the following vehicles and the leasing of such vehicle for a five-year term through Pinnacle Public Finance, Inc.: Police Department Vehicles (from Bartow Ford Co.) outfitted by Dana Safety Supply Three (3) 2021 Ford Interceptor Utility Vehicles (Marked Units) Two (2) 2022 Ford Interceptor Utility Vehicles (Unmarked Units) Public Works/Sanitation Vehicle (from Nextran Corporation d/b/a Nextran Truck Center) C" 2022 Mack D7 Rear Load Collection Truck Fire Rescue Department Vehicle (from Stingray Chevrolet) 2022 Chevrolet Suburban Section 3. The total annual cost of the lease shall be $101,887.60 (at a total cost of $509,437.97 over the term of the lease), with funds expended from Account No. A8535-49158 (Debt Service — Vehicle Lease). The Village Council further authorizes the Village Manager to execute the required Exhibit (Schedule of Property) to the existing Master Lease Agreement, as amended, the Rental Payment Schedule and any other documents required to complete this transaction, subject to review and approval by the Village Attorney. Section 4. Upon delivery, acceptance and placement into service of the new vehicles, the Village Council declares the following vehicles as surplus property and authorizes their disposal in accordance with Village policies and procedures: Unit No. Description VIN 374 Marked Ford Taurus 1FAHP2MTOEG155084 391 Marked Ford Taurus 1FAHP2MKOGG109961 218 Marked Ford Explorer 1FM5K7AR9DGC26231 62 Sterling Rear Load Dump Truck 2FZHATDC16AV94233 300 GMC Suburban 1 GKGC26U64R277768 Section 5. This Resolution shall be effective immediately upon adoption. PASSED AND ADOPTED THIS 27THDAY OF JANUARY, 2022. •tA t AYOR <VM ATTEST: VI LAGE CLERK 91k Pinnacle Public Finance A BankUnited Company January 26, 2022 Ms. Samia 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. 6 dated February 5, 2022 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 Equipment 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 Signature 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, pd& Julie McMahon Investment Associate Enclosures 8377 East Hartford Drive Suite 115 Scottsdale, Arizona 85255 • 480/419-4800 FAX 480/419-3606 www.PinnaclePublicFinance.com AMENDMENT 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 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.2) 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 Date. 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 tax Palm Beach By. Title:: VdWe' G�Jir1 Qi LESSOR: Pinnacle Public Finance, Inc. 13ye— C thi on D. Jimenez Title: Manta-jttgj�i�:tnr! EVP 01h Pinnacle Public Finance A BankWted 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 "Equipment" 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 Connnencement 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 used 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; (f) 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 finance; (d) Lessee has not created or established, and does not expect to create or establish, any sinking fund or similar fund (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 by Lessor 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 Equipment. 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 up 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 Term 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 be made, 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. Nonappropriation. 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 termination at 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 to Lessor 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, DRvffNUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, INCJ UDING WITHOUT LIMITATION ANY FAILURE OF THE EQUIPMENT TO BE DELIVERED OR INSTALLED, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFUMTIES IN THE EQUIPMENT OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. 12. Delivery; Installation; Acceptance. 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, Taxes, Other Governmental CharLyes and Utility CharLres. 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 then in 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. Damage, 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 be in 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. Assignment. 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 is 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 such Lease 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 Remedv 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 Indemnification. 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. 34. 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 each 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 0 - Signature: to, leen D; Jimen Name/Title: Date: (LESSEE) Village of North Palm Beach 501 US Highway One North Palm Beach, Flo 3340 Signature: 'Name/Title: 1Y1 11 U Date:%/ SCHEDULE OF PROPERTY NO.6 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 uanti , Description Model No. Serial No. TWO (2) POLICE VEHICLE— UNMARKED THREE (3) POLICE VEHICLE - MARKED ONE (1) REAR LOAD COLLECTION TRUCK ONE (1) FIRE RESCUE VEHICLE SUBURBAN 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: February 5, 2022 Lessor: Pinnacle Public Finance, Inc. Signature: Name/Title: Gat en D. Jimenez Managing Director/ EVP Date: 1 J112-0 2.-2— Lessee: Village of Signature: Name/Title: Andrew D. Lukasik I Village Manager Date: � "% " EXHIBIT A-1 RENTAL PAYMENT SCHEDULE RE: Schedule of Property No. 6 dated February 5, 2022 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. Pmt # Payment Date Payment Amount Interest Principal Purchase Price Outstanding Balance 2/5/2022 $482,712.07 1 11/5/2022 $25,471.90 $6,299.39 $19,172.51 $463,539.56 $463,539.56 2 2/5/2023 $25,471.90 $2,016.40 $23,455.50 $440,084.06 $440,084.06 3 5/5/2023 $25,471.90 $1,914.37 $23,557.53 $416,526.53 $416,526.53 4 8/5/2023 $25,471.90 $1,811.89 $23,660.01 $392,866.52 $392,866.52 5 11/5/2023 $25,471.90 $1,708.97 $23,762.93 $369,103.59 $369,103.59 6 2/5/2024 $25,471.90 $1,605.60 $23,866.30 $345,237.29 $345,237.29 7 5/5/2024 $25,471.90 $1,501.78 $23,970.12 $321,267.18 $321,267.18 8 8/5/2024 $25,471.90 $1,397.51 $24,074.39 $297,192.79 $297,192.79 9 11/5/2024 $25,471.90 $1,292.79 $24,179.11 $273,013.68 $273,013.68 10 2/5/2025 $25,471.90 $1,187.61 $24,284.29 $248,729.39 $248,729.39 11 5/5/2025 $25,471.90 $1,081.97 $24,389.93 $224,339.47 $224,339.47 12 8/5/2025 $25,471.90 $975.88 $24,496.02 $199,843.44 $199,843.44 13 11/5/2025 $25,471.90 $869.32 $24,602.58 $175,240.86 $175,240.86 14 2/5/2026 $25,471.90 $762.30 $24,709.60 $150,531.26 $150,531.26 15 5/5/2026 $25,471.90 $654.81 $24,817.09 $125,714.18 $125,714.18 16 8/5/2026 $25,471.90 $546.86 $24,925.04 $100,789.13 $100,789.13 17 11/5/2026 $25,471.90 $438.43 $25,033.47 $75,755.67 $75,755.67 18 2/5/2027 $25,471.90 $329.54 $25,142.36 $50,613.31 $50,613.31 19 5/5/2027 $25,471.90 $220.17 $25,251.73 $25,361.58 $25,361.58 20 8/5/2027 $25,471.90 $110.32 $25,361.58 $0.00 $0.00 Totals: $509,437.97 $26,725.90 $482,712.07 Rate 1.7400% COMMENCEMENT DATE: February 5, 2022 Village of North Palm ch Signature: Name/Title: Andrew D. Lukasik / Village Manager Date: C `�6z' TORCIVIA, DONLON, GODDEAU & RUBIN, P.A. 701 Northpoint Parkway, Suite 209 West Palm Beach, Florida 33407-1950 561-686-8700 Telephone / 56.1-686.-8764 Facsimile www.torcivialaw.com Glen J. Torcivia Jennifer H.R. Hunecke Lara Donlon Susan M. Garrett Christy L. Goddeau* Elizabeth V. Lenihan* Leonard G. Rubin* Denise A. Mutamba Aleksandr Boksner *FLORIDA BAR BOARD CERTIFIED CITY COUNTY AND LOCAL GOVERNMENT ATTORNEY January 27, 2022 Pinnacle Public Finance, Inc. 8377 E. Hartford Drive, Suite 115 Scottsdale, AZ 85255 Re: Schedule of Property No. 6, dated February 5, 2022 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 February 21,. 2020 and. Exhibits thereto by and between Pinnacle Public Finance, Inc. (the "Lessor") and Village of North Palm Beach, (the "Agreement") and an executed counterpart of Schedule of Property No. 6 dated February 5, 2022 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 other opinions, 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 duly authorized, executed and delivered by Lessor; Pinnacle Public Finance, Inc. January 27, 2022; Page 2 (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 accurately describes and contains the mutual understandings of the parties, and that there are not oral or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any of the terms thereof. Based on the foregoing, I am of the following opinion: (l) 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 name of the lessee contained in the Lease is the correct legal name of the Lessee; (3) Lessee has the requisite power and authority to lease and acquire the Equipment with an option to purchase and to execute and deliver the Lease and to perform its obligations under the Lease; (4) The Lease has 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; (ii) the qualification that certain waivers, restrictions and remedies provided for in this Lease, including without limitation certain indemnification obligations, may be 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 relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding, laws and all other applicable state laws; and (6) To the best of my knowledge, there is no proceeding pending or threatened in any court or before any 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 based upon 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. January 27, 2022 Page 3 All capitalized terms herein shall have the salve meanings as in the Lease unless otherwise provided herein. Lessor, its successors and assigns, and any counsel rendering an opinion on the 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) 10 .14 as I I H 0 a1 INTERNAL ESCROW LETTER February 5, 2022 Pinnacle Public Finance, Inc. 8377 East Hartford Drive, Suite 115 Scottsdale, Arizona 85255 Re: Schedule of Property No. 6 dated February 5, 2022 to Master Equipment Lease Purchase Agreement dated February 21, 2020 (the "Lease") by and between Village of North Palm Beach and Pinnacle Public Finance, Inc. Ladies and Gentlemen: We, Village of North Palm Beach ("Lessee"), have entered into the above referenced Lease with you, Pinnacle Public Finance, Inc ("Lessor"), for the purpose of financing Equipment (the "Equipment") in the amount of $482,712.07 c (the "Financed Amount"). Lessee hereby requests that Lessor fund to the vendor of such Equipment the amount of $ , x:07 (the "Funded Amount") and that Lessor retain $482,712.07 (the "Retained Amount"). Lessee further requests that Lessor hold the Retained Amount in an internal escrow pending Lessor's receipt of confirmation from Lessee that the Equipment has been delivered, inspected and accepted for all purposes by the Lessee. Lessee understands and agrees that interest shall accrue on the entire Financed Amount as of the date hereof, and further understands and agrees that any interest earned on the Retained Amount shall be paid to Lessor in consideration of managing the internal escrow account. Lessee acknowledges that Lessor may commingle the Retained Amount held by Lessor for the benefit of Lessee with other funds held by Lessor for its own account, so long as Lessor maintains segregation of such amounts on the books and records of Lessor. Sincerely, Village of North Palm 13eae Signature: �K ? Name/Title: Andrew D. Lukasik / Village Manager Date:'" INSURANCE COVERAGE REQUIREMENTS LESSOR: Pinnacle Public Finance, Inc. LESSEE: Village of North Palm Beach Please Reference ,Control #1032811 on Certificate of Insurance 1. In accordance with Section 17 of the Agreement, we have instructed the insurance agent named below: (Please fill in name, address and telephone number). Public Risk Management (PRM) Telephone: (403 445-2414 / (321) 430-1992 200 N. Orange Avenue, Suite # 500 Fax: ( ) N/A Orlando, FL 32801 Contact: Jennifer Jennings 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. 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. Minimum Coverage Required: $5,000,000 (liability coverage required may be reduced based on type of Equipment and amount financed.) OR 2. Pursuant to Section 17 of the Agreement, we are self-insured for all risk, physical damage, and public liability and will provide proof of such self-insurance in letter form together with a copy of the statute authorizing this form of insurance. 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: Villaggof-N-61)h P 1m ch Signature: Name/Title: Andrew D. Lukasik / Village Manager Date: -% 9A. - -- PAYMENT INSTRUCTIONS Pursuant to the Master Equipment Lease Purchase Agreement dated February 21, 2020 (the "Agreement"), Schedule of Property No. 6 , dated February 5, 2022, 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: 501 U.S. Highway One, North Palm Beach, FL 33408 Mail invoices to the attention of Finance Department Phone ( 561) 841-3360 Fax (561) 848-9698 Approval of Invoices required by: Samia Janjua Accounts Payable Contact: Lindsay Crain or Denise Werner Processing time for Invoices: Weekly Phone5( 61)841-3360 Fax 0848-9698 Phone ( 561) 841-3360 Fax 561) 848-9698 Approval: Weekly Checks: Weekly Do you have a Purchase Order Number that you would like included on the invoice? No X Yes PO# Do your Purchase order numbers change annually? No Yes X Processing time for new purchase orders: 1-2 days LESSEE: Villa P°1�1orC Pa e Signature: Name/Title: Andrew D. Lukasik / Village Manager Date: -7�' Z BANK QUALIFIED DESIGNATION Schedule of Property No. 6 dated February 5, 2022 to Master Equipment Lease Purchase Agreement dated February 21, 2020 Lessee hereby represents and certifies the following (� lease check ons Bank Qualified ❑x 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 (the statutory limitation through 12/31/2012) 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 of dfrflh al ch' Signature: X - " e Printed Name/Title: X Andrew D. Lukasik / Village Manager Date: X 2+? 7, Form8038-G I Information Return for Tax -Exempt Governmental Bonds ► Under Internal Revenue Code section 149(e) (Rev. September 2018) ► See separate instructions. OMB No. 1545-0720 Department of the Treasury Caution: if the issue price is under $100,000, use Form 8038 -GC. Internal Revenue Service ► Go to wwwJrs.gov/F8038G for instructions and the latest information. Reportina Authoritv If Amended Return. check here ► I-1 1 Issuer's name 2 Issuer's employer identification number (EIN) Village of North Palm Beach 59-6017984 3a Name of person (other than issuer) with whom the IRS may communicate 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) 501 US Highway One 13 13 6 City, town, or post office, state, and ZIP code 7 Date of issue North Palm Beach, FL 33408 February 5, 2022 8 Name of issue 9 CUSIP number Sch of Prop No. 6 dtd 2/05/2022 to Master Equipment Lease Purchase Agreement dtd 2/21/2020 sin 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see 10b Telephone number of officer or other instructions) employee shown on 10a JQJUL type of Issue (enter the issue price). Seethe instructions and attach schedule. (b) Issue price (c) Stated redemption (d) Weighted price at maturity average maturity (e) Yield 11 12 13 14 15 16 17 18 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Health and hospital . . . . . . . . . . . . Transportation . . . . . . . . . . . . . . Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . Housing . . . . . . . . . . . . . . . . . Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other. Describe ► 11 1.7400 % 12 Uses of Proceeds of Bond Issue (including underwriters' discount) 13 14 $482,712 07 15 16 17 18 19a b 20 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 sale, check box ► ❑✓������'��' e s� sin Description of Bonds. Complete for the entire issue for which this form is beina filed. Village of North Palm Beach PPF Documentation Sch 6_2.5.2022_REV 1.26.22.pdf (a) Final maturity date (b) Issue price (c) Stated redemption (d) Weighted price at maturity average maturity (e) Yield 21 08/05/2027 1 $ $482,712.07 $ nia 5.50 years 1.7400 % Uses of Proceeds of Bond Issue (including underwriters' discount) 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 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) . . . . . . . . . . . . . . . . . . . . . . . Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 22 23 sin 29 30 Description of Refunded Bonds. Complete this part only for refunding bonds. 31 32 33 34 34 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) No - Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) years years For Paperwork Reduction Act Notice, see separate instructions. cat. No. 637735 Form 8038-G (Rev. 9-2018) Village of North Palm Beach PPF Documentation Sch 6_2.5.2022_REV 1.26.22.pdf Form 8038-G (Rev. 9-2018) Page 2 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract ;' (GIC). See instructions . . . . . . . . . . . . . . . . . . . . . . . . 36a b Enter the final maturity date of the GIC ► MM/DD/YY 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 t7n 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 ► d Enter the name of the issuer of the master pool bond Op - 39 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . . . 00- 40 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 Ro- d d Term of hedge 0- 42 42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . . ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount of reimbursement . . . . . . . . . . . . lo- b b Enter the date the official intent was adopted ► MM/DD/YYY Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to and process this retur the pe o ,tkfayl• e alth K ed a ove. Consent ' - 1/7, 7 Y ' Andrew D. Lukasik, Village Manager Signature of issuer's authorized representative Date Type or print name and title Paid Print/Type preparer's name Preparer's signature 75��_ Check ❑ if PTINPreparerMichael Krahenbuhl self-employedP01850365 Use Only Firm's name ► Pinnacle Public Finance Firm's EIN ► 27-3119149 Firm's address ► 8377 E. Hartford Drive, Suite 115, Scottsdale, AZ 85255 Phone no. 480-419-4800 Form 8038-G (Rev. 9-2018) CERTIFICATE OF SIGNATURE AUTHORITY OF LESSEE February 5, 2022 Pinnacle Public Finance, Inc. 8377 East Hartford Drive, Suite 115 Scottsdale, AZ 85255 RE: Schedule of Property No. 6 dated February 5, 2022 ("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., 1, the undersigned, do hereby certify (i) - that Andrew D. Lukasik / Village Manager �please rint the name and We of theperson who signed the lease documents on 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 that the budget year of Lessee is from October 1St Sincerely, to September 3011, Signature: Name/Title: Jica Green / Village Clerk Dated: I I Z-1 122... 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 1 se documents SUTPHEN PURCHASE AGREEMENT FOR SUTPHEN FIRE APPARATUS o� _ THIS AGREEMENT, made and entered into this29 ' day of�.� �' � 20 `-2.- by and between SUTPHEN CORPORATION of Dublin, Ohio, hereinafter ca led "SUTPHEN" and the Village of North Palm Beach of Florida ereinafter called "PURCHASER", WITNESSETH: 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 same as hereinafter provided. Sutphen shall deliver the Performance Bond guaranteeing its obligations pursuant to this Purchase agreement once the contract is fully executed by all parties within ten days of the effective date of the Agreement. 2. PAYMENT: Purchaser agrees to pay for said apparatus and equipment the total purchase price of Seven hundred thirty two thousand, four hundred dollars ($ 732,400.00 ) 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 560 US 1 North Palm Beach. Ft_ within approximately 24 to 26 months after the receipt and acceptance of this agreement at Sutphen's office, provided that such delivery date shall be automatically extended for delays beyond Sutphen's control, including, without limitation, strikes, labor disputes, riots, civil unrest, pandemics, war or other military actions, sabotage, government regulations or controls, fire or other casualty, or inability to obtain materials or services. 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 gy Guy Lombardo Sales Representative Accepted at office SUTPHEN CORPORATION 6450 Eiterman Road Dubli Ohio 430 6 By A Title Date PURCHASER THEVillt'1�(*+L By SA 46 Title I'1AYoR Date 606.'. — '"10 Z'4 Ti Date 2 1 A -- Z -- r k„ Rev. 2/9/2022