1998-048 Beverage Cart Lease Agreement
RESOLUTION NO. 48-98
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE
MAYOR AND VILLAGE CLERK TO ENTER INTO AN EQUIPMENT LEASE-
PURCHASE AGREEMENT WITH ASSOCIATES COMMERCIAL
CORPORATION ATTACHED AS EXHIBIT "A", WHICH AGREEMENT
ENCOMPASSES THE LEASING OF ONE 1998 CLUB CAR GASOLINE
CARRYALL II WITH ATTACHMENTS AND ACCESSORIES FOR USE AT
THE NORTH PALM BEACH COUNTRY CLUB; AND, PROVIDING FOR AN
EFFECTIVE DATE.
• BE IT, RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH,
FLORIDA:
ecti n 1 The Village Council of the Village of North Palm Beach, Florida,
does hereby approve the agreement with Associates Commercial Corporation attached as
Exhibit "A" which agreement encompasses the leasing of one 1998 Club Car Gasoline
Carryall II with attachments and accessories for use at the North Palm Beach Country
Club.
ection 2 The Mayor and Village Clerk are hereby authorized and directed
to execute the agreement with Associates Commercial Corporation set forth in Exhibit "A"
for and on behalf of the Village of North Palm Beach.
lion 3. This Resolution shall take effect immediately upon its adoption.
• PASSED AND ADOPTED THIS 1 h DAY OF NOVEMBER , 1998.
•
•
(Village Seal)
ATTEST ~?~
VILLAGE CLERK
•
EQUIPMENT LEASE-PURCHASE AGREEMENT
•essee: (Name and Address)
Villaoe of North Palm Beach Associates Commercial Corporation
_ 951 U S Highway #1 _ 8001 Ridaepoint Drive
North Palm Beach . FL 33408 Irvina. TX 75083-3117
Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in Schedule A
attached hereto ("Equipment") in accordance with the following terms and conditions of this Equipment Lease-Purchase
Agreement ("Lease").
1. TERM. This Lease will become effective upon the execution hereof by Lessor. The term of this Lease will
commence on the first Lease Payment Date ("Commencement Date") pursuant to Section 2 hereunder and, unless
earlier terminated as expressly provided for in this Lease, will continue until the payment of all Lease Payments and
all other amounts authorized or required to be paid by Lessee hereunder with respect to the Equipment (the "Lease
Term").
2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments, including the interest portion, equal to
the amounts specified in Schedule B. The Lease Payments will be payable without notice or demand at the office of
lessor (or such other place as Lessor or its assignee may from time to time designate in writing), and will commence
on the first Lease Payment Date as set forth i chedule B and thereafter on the subsequent dates set forth in
Schedule B. Any payments received later than t~t~(~ days from the due date will bear interest at the highest lawful
rate from the due date. Except as specifically provided in Section 6 hereof, the obligation of Lessee to make the
;, ` Lease Payments hereunder and pertorm all of its other obligations hereunder will be absolute and unconditional in all
;~» events and will not be subject to any setoff, defense, counterclaim,or recoupment for any reason whatsoever,
including ,without limitation, 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. Lessee
reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term and
hereby covenants that it will do all things lawfully within its power to obtain, maintain and properly request and pursue
funds from which the Lease Payments may be made, including making provisions for such payments to the extent
necessary in each budget submitted for the purpose of obtaining funding, using its bona fide best efforts to have such
portion of the budget approved and exhausting all available administrative reviews and appeals in the event such
portion of the budget is not approved. It is the Lessee's intent to make Lease Payments for the full Lease Term if
funds are legally available therefor and in that regard Lessee represents that the use of the Equipment is essential to
its proper, efficient and economic operation. Lessor and Lessee understand and intend that this lease shall not be
deemed to create any 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 constitute a
pledge of the general tax revenues, funds or monies of Lessee.
3. DELIVERY AND ACCEPTANCE. Lessee shall order the Equipment, cause the equipment to be delivered and
installed at the location specified on Schedule A ("Equipment Location") and pay any and all delivery and installation
costs in connection therewith. Lessee will accept the Equipment as soon as it has been delivered and inspected.
Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and
Acceptance Certificate as set forth in Schedule C attached hereto (or other such form as acceptable by Lessor), upon
delivery of the Equipment.
4. DISCLAIMER OF WARRANTIES. Lessee acknowledges and agrees that the Equipment is of a size, design and
capacity selected by Lessee, that Lessor is neither a manufacturer nor a vendor of such equipment, that LESSOR
LEASES AND LESSEE TAKES THE EQUIPMENT AND EACHPART THEREOF "AS-IS" AND THAT LESSOR HAS
NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY, OR COVENANT,
EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY,DURABILITY,
DESIGN, OPERATION, FITNESS FOR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY RESPECT
• WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE, OR AS TO THE
ABSENCE OF LATENT OR OTHERDEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE
OF ANY INFRINGEMENT OF ANY PATENT,TRADEMARK OR COPYRIGHT, OR AS TO ANY OBLIGATION BASED
ON STRICT LIABILITY IN TORT OR ANY OTHERREPRESENTATION, WARRANTY, OR COVENANT OF ANY
KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECTTHERETO, IT BEING AGREED THAT ALL
RISKS INCIDENT THERETO ARE TO BE BORNE BY LESSEE AND LESSOR SHALL NOTBE OBLIGATED OR
Page 7
LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF OR TO LESSEE OR ANY
OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF
THE EQUIPMENT ANDTHE MAINTENANCE THEREOF. Lessor hereby assigns to lessee during the Lease Term,
so long as no Event of Default has occurred hereunder and is continuing, all manufacturer's warranties, if any,
• expressed or implied with respect to the Equipment, and Lessor authorizes Lessee to obtain the customary services
furnished in connection with such warranties at Lessee's expense. Lessee's sole remedy for the breach of any such
manufacturer's warranty shall be against the manufacturer of the Equipment, and not against Lessor. Lessee
expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the
existence or the availability of such warranties of the manufacturer of the Equipment.
5. RETURN OF EQUIPMENT. Unless Lessee shall have exercised its purchase option as provided in Section 20
hereof, upon the expiration or earlier termination of this Lease pursuant to the terms hereof, Lessee shall, at its sole
expense but at Lessor's option, return the Equipment to Lessor to any location in the continental United States
designated by Lessor.
6. NON-APPROPRIATION OF FUNDS; NON-SUBSTITUTION. Notwithstanding anything contained in this Lease to the
contrary, in the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by
any means whatsoever in any fiscal period for Lease Payments due under this Lease, Lessee will immediately notify
Lessor or its assignee in writing of such occurrence and this Lease shall terminate the last day of the fiscal period for
which appropriations have been received or made without penalty or expense to Lessee, except as to (i) the portions
of Lease Payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise
available and (ii)Lessee's other obligations and liabilities under this Lease relating to, or accruing or arising prior to,
such termination. In the event of such termination, Lessee agrees to peaceably surrender possession of the
Equipment to Lessor or its assignee on the date of such termination in the manner set forth in Section 5 hereof and
Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Notwithstanding the
foregoing, Lessee agrees (i) that it will not cancel this Lease and this Lease shall not terminate under the provisions of
this Section if any funds are appropriated to it, or by it, for the acquisition, retention or operation of the Equipment or
other equipment or services performing functions similar to the functions of the Equipment for the fiscal period in
which such termination would have otherwise occurred or for the next succeeding fiscal period, and (ii) that it will not
during the Lease Term give priority in the application of funds to any other functionally similar equipment or to
• services performing functions similar to the functions of the Equipment. This section will not be construed so as to
permit Lessee to terminate this Lease in order to. purchase, lease, rent or otherwise acquire the use of any other
equipment or services performing functions similar to the functions of the Equipment, and, if this Lease terminates
pursuant to this Section, Lessee agrees that during the fiscal period immediately following the fiscal period in which
such termination occurs it will not so purchase, lease, rent or otherwise acquire the use of any such other equipment
or services.
7. REPRESENTATIONS, COVENANTS AND WARRANTIES. Lessee represents, covenants and warrants as of the
date hereof and at all times during the Lease Term that: (i) Lessee is a state or a fully constituted political subdivision
thereof, or its obligations hereunder constitute obligations issued on behalf of a state or a political subdivision thereof,
such that any interest derived under this Lease will qualify for exemption from Federal income taxes under section
103 of the Internal Revenue Code of 1986, as amended (the "Code"), and that it will do or cause to be done all things
necessary to preserve and keep in full force and effect (a) its existence and (b) this Lease; (ii) the execution, delivery
and performance by the Lessee of this Lease and all documents executed in connection herewith, including, without
limitation, Schedule A hereto and the Delivery and Acceptance Certificate referred to in Section 3 hereof (the Lease
together with all such documents shall be collectively referred to herein as the "Lease Documents") have been duty
authorized by all necessary action on the part of the Lessee; (iii) the Lease Documents each constitute a legal, valid
and binding obligation of the Lessee enforceable in accordance with their respective terms; (iv) no additional
governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no
registrations or declarations are required to be filed in connection with the execution and delivery of the Lease
Documents; (v) Lessee has sufficient appropriations or other funds available to pay all Lease Payments and other
amounts due hereunder for the current fiscal period; (vi) the use of the Equipment by the Lessee is essential to and
will be limited to the performance by Lessee of one or more governmental functions of Lessee consistent with the
permissible scope of Lessee's authority; (vii) no portion of the Equipment will be used directly or indirectly in any trade
or business carried on by any person other than Lessee; and (viii) no portion of the Equipment will be used by an
organization described in section 501 C (3) of the Code and (ix) this Lease does not constitute an arbitrage obligation
• within the meaning of section 148 of the Code and is not federally guaranteed within the meaning of section 149(b) of
the Code.
Lessee shall deliver to Lessor an opinion of Lessee's counsel in form and substance as set forth herein or as
otherwise acceptable to Lessor. In the event that a question arises as to Lessee's qualification as a political
subdivision, Lessee agrees to execute a power of attorney authorizing Lessor to make application to the Internal
Revenue Service for a letter ruling with respect to the issue.
Page 2
B. TITLE TO EQUIPMENT. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in
Lessee subject to Lessor's rights under this Lease; provided, however, that (i) in the event of termination of this Lease
pursuant to Section 6 hereof, (ii) upon the occurrence of an Event of Default hereunder, and as long as such Event of
Default is continuing, or (iii) in the event that the purchase option has not been exercised prior to the Expiration Date,
title will immediately vest in Lessor or its assignee without any action by Lessee and Lessee shall immediately
surrender possession of the Equipment to Lessor or its assignee in the manner set forth in Section 5 hereof.
9. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of
the Equipment. Lessee shall comply with all laws, ordinances, insurance policies and regulations relating to the
possession, use, operation or maintenance of the Equipment. Lessee, at its expense, will keep the Equipment in
good working order and repair and furnish all parts, mechanisms and devices required therefor.
10. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's
prior written consent unless such alterations, additions or improvements may be readily removed without damage to
the Equipment.
11. LOCATION; INSPECTION. The Equipment will not be removed from or, if the Equipment consists of rolling stock, its
permanent base will not be changed from the Equipment Location without Lessor's prior written consent which will not
be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during
reasonable business hours to inspect the Equipment or observe its use and operation.
12. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except
those created under this Lease. Lessee shall pay, when due, all charges and taxes (local, state and federal) which
may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the
Equipment, excluding however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges, or
taxes when due, Lessor may, but need not, pay said charges or taxes and, in such event, Lessee shall reimburse
Lessor therefor on demand, with interest at the maximum rate permitted by law from the date of such payment by
Lessor to the date of reimbursement by Lessee.
13. RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee assumes all risk of loss of or damage to the Equipment from
any cause whatsoever, and no such loss of or damage to the Equipment nor defect therein nor unfitness or
• obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or to perform any other
obligation under this Lease. In the event of damage to any item of Equipment, Lessee will immediately place the
same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor
determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee, at the option of
Lessor, will either (a) replace the same with like equipment in good repair, or (b) on the next Lease Payment Date,
pay Lessor: (i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease Payment due on
such date, and (ii) an amount equal to the applicable Concluding Payment set forth in Schedule B opposite such
Lease Payment Date. In the event that Lessee is obligated to make such payment pursuant to subparagraph (b)
above with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata amount of the Lease
Payment and the Concluding Payment to be made by Lessee with respect to the Equipment which has suffered the
event of loss.
14. PERSONAL PROPERTY. The Equipment is and will remain personal property and will not be deemed to be affixed
or attached to real estate or any building thereon. If requested by Lessor, Lessee will, at Lessee's expense, furnish a
waiver of any interest in the Equipment from any party having an interest in any such real estate or building.
15. INSURANCE. Lessee, will, at its expense, maintain at all times during the Lease Term, fire and extended coverage,
public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks,
and with such insurers as shall be satisfactory to Lessor, or, with Lessor's prior written consent, may self-insure
against any or all such risks. In no event will the insurance limits be less than the amount of the then applicable
Concluding Payment with respect to such Equipment. Each insurance policy will name Lessee as an insured and
Lessor or its assigns as an additional insured, and will contain a clause requiring the insurer to give Lessor or its
assigns at least thirty (30) days prior written notice of any alteration in the terms of such policy or the cancellation
thereof. The proceeds of any such policies will be payable to Lessee and Lessor or its assigns as their interests may
appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a
• certificate evidencing such insurance. In the event that Lessee has been permitted to self-insure, Lessee will furnish
Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury or accident involving the
Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all
information and documentation relating thereto and shall permit Lessor to participate and cooperate with Lessee in
making any claim for insurance in respect thereof.
Page 3
16. INDEMNIFICATION. Lessee shall indemnify Lessor against, and hold Lessor harmless from, any and all claims,
actions proceedings, expenses, damages or liabilities, including attorney's fees and court costs, arising in connection
with the Equipment, including, but not limited to, its selection, purchase, delivery, installation, possession, use,
operation, rejection, or return and the recovery of claims under insurance policies thereon. The indemnification ,
• provided under this Section shall continue in full force and effect notwithstanding the full payment of all obligations F
under this Lease or the termination of the Lease Term for any reason. (j~')~
17. ASSIGNMENT. Without Lessor's prior written consenl~Lessee will not either (i) assign, transfer, pledge, hypothecate,
grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the
Equipment or (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's
employees. Lessor may assign its rights, title and interest in and to the Lease Documents, the Equipment and/or
grant or assign a security interest in this Lease and the Equipment, in whole or in part, and Lessee's rights will be
subordinated thereto.. Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the
foregoing, this Lease inures to the benefit of and is binding upon the successors and assigns of the parties hereto.
Lessee covenants and agrees not to assert against the assignee any claims or defenses by way of abatement setoff,
counterclaim, recoupment or the like which Lessee may have against Lessor. Upon assignment of Lessor's interests
herein, Lessor will cause written notice of such assignment to be sent to Lessee which will be sufficient if it discloses
the name of the assignee and address to which further payments hereunder should be made. No further action will
be required by Lessor or by lessee to evidence the assignment, but Lessee will acknowledge such assignments in
writing if so requested. Lessee shall retain all notices of assignment and maintain abook-entry record (as referred to
in Section 21) which identifies each owner of Lessor's interest in the Lease. Upon Lessee's receipt of written notice of
Lessor's assignment of all or any part of its interest in the Lease, Lessee agrees to atone to and recognize any such
assignee as the owner of Lessor's interest in this Lease, and Lessee shall thereafter make such payments, including
without limitation such Lease Payments, as are indicated in the notice of assignment, to such assignee.
18. EVENT OF DEFAULT. The term "Event of Default," as used herein, means the occurrence of any one or more of the
following events: (i) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in
accordance with the terms of this Lease, and any such failure continues for ten (10) days after the due date thereof;
(ii) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it
hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor; (iii) the
• discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in any writing
ever delivered by Lessee pursuant hereto or in ,connection herewith was false, misleading, or erroneous in any
material respect; (iv) Lessee becomes insolvent, or is unable to pay its debts as they become due, or makes an
assignment for the benefit of creditors, applies or consents to the appointment of a receiver, trustee, conservator or
liquidator of Lessee or of any of its assets, or a petition for relief is filed by Lessee under any bankruptcy, insolvency,
reorganization or similar laws, or a petition in, or a proceeding under, any bankruptcy, insolvency, reorganization or
similar laws is filed or instituted against Lessee and is not dismissed or fully stayed within twenty (20) days after the
filing or institution thereof; (v) Lessee fails to make any payment when due or fails to perform or observe any
covenant, condition, or agreement to be performed by it under any other agreement or obligation with Lessor or an
affiliate of Lessor and any applicable grace period or notice with respect thereto shall have elapsed or been given; or
(vi) an attachment, levy or execution is threatened or levied upon or against the Equipment.
19. REMEDIES. Upon the occurrence of any Event of Default, and as long as such Event of Default is continuing, Lessor
may, at its option, exercise any one or more of the following remedies: (i) by written notice to Lessee, declare an
amount equal to all amounts then due under the Lease, and all remaining Lease Payments due during the fiscal year
of Lessee in which the default occurs to be immediately due and payable, whereupon the same shall become
immediately due and payable; (ii) by written notice to Lessee, request Lessee to (and Lessee agrees that it will), at
Lessee's expense, promptly return the Equipment to Lessor in the manner set forth in Section 5 hereof, or Lessor, at
its option, may enter upon the premises where the Equipment is located and take immediate possession of and
remove the same, (iii) sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for
all Lease Payments and other payments due to the effective date of such selling, leasing or subleasing and for the
difference between the purchase price, rental and other amounts paid by the purchaser, lessee or sublessee pursuant
to such sale, lease or sublease and the amounts otherwise payable by Lessee hereunder; and (iv) exercise any other
right, remedy or privilege which may be available to it under applicable laws of the state where the Equipment is then
located or any other applicable law or proceed by appropriate court action to enforce the terms of this Lease or to
recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In addition,
• Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and
expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed
above or any other remedy available to Lessor.
20. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee, and provided that there is no Event of
default, or an event which with notice or lapse of time, or both, could become an Event of Default, then existing,
lessee will have the right to purchase the Equipment on any Lease Payment date set forth in Schedule B hereto by
Page 4
paying to Lessor, on such date, the Lease Payment then due together with the Concluding Payment amount set forth
in Schedule B opposite such date. Upon satisfaction by lessee of such purchase conditions, Lessor will transfer any
and all of its right, title and interest in the Equipment to Lessee AS IS, WITHOUT WARRANTY, EXPRESS OR
IMPLIED, except Lessor will warrant that the Equipment is free and clear of any liens created by Lessor.
.1. TAX ASSUMPTION; COVENANTS. The parties assume that Lessor can exclude from Federal gross income the
interest portion of each Lease Payment set forth in Schedule B under the column captioned "Interest." Lessee
covenants that it will (i) register this Lease and transfers thereof in accordance with section 149(a) of the Code and
the regulations thereunder, (ii) timely file a statement with respect to this Lease in the required form in accordance
with section 149(e) of the Code, (iii) not permit the property financed by this Lease to be directly or indirectly used for
a private business use within the meaning of section 141 of the Code, (iv) not take any action which results, directly or
indirectly, in the interest portion of any Lease Payment not being excludable from Federal gross income pursuant to
section 103 of the Code and will take any reasonable action necessary to prevent such result, and (v) not take any
action which results in this Lease becoming, and will take any reasonable action to prevent this Lease from becoming
(a) an arbitrage obligation within the meaning of section 146 of the Code or (b) federally guaranteed within the
meaning of section 149 of the Code.
Notwithstanding the earlier termination or expiration of this Lease, the obligations provided for in this Section 21 shall
survive such earlier termination or expiration.
22. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return
receipt requested, to the other party at its address set forth herein or at such address as the party may provide in
writing from time to time. Any such notice shall be deemed to have been received five days subsequent to mailing.
23. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not
intended to define or limit the scope of any provision of this Lease.
24. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by, the laws of the state of the
Equipment Location.
:5. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other
documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease.
26. ENTIRE AGREEMENT; WAIVER. The Lease Documents constitute the entire agreement between the parties
with respect to the lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed
except with the written consent of Lessee and Lessor. Any provision of this Lease found to be prohibited by law shall
be ineffective to the extent of such prohibition without invalidating the remainder of this Lease. The waiver by lessor
of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent
breach thereof.
LESSEE: ilia of o h Palm Beach, FL
By:
Title: ~ ~ Y) F ~f r.
LESSOR: Associates Commercial Corporation
By: ~/1Ct..u.elt f II'LCCw~cJ
Title: l~nicioal Financ Admini~ rator
Date: x II lLi l
,~
•
Page 5
LESSEE: Village of North Palm Beach, FL
•
OPINION OF COUNSEL
With respect to that certain Equipment Lease-Purchase Agreement ("Lease") dated
by and between Lessor and Lessee, I am of the opinion that: (I) Lessee is atax-exempt entity under
Section 103 of the Internal revenue Code of 1986, as amended; (II) the execution, delivery and
performance by Lessee of the Lease have been duly authorized by all necessary action on the part of
Lessee; (III) the Lease constitutes a legal, valid and binding obligation of Lessee enforceable in
accordance with terms and all statements contained in the Lease and all related instruments are
true;(IV) there are no suits, proceedings or investigations pending or, to my knowledge, threatened
against or affecting Lessee, at law or in equity , or before or by any governmental or administrative
agency or instrumentality which, if adversely determined, would have a material adverse effect on the
transaC,ion contemplated in the Lease or the ability of Lessee to perform its obligations under the
Lease and Lessee is not in default under any material obligation for the payment of borrowed money,
for the deferred purchase price of property or for the payment of any rent under any lease agreement
which either individually or in the aggregate would have the same such effect; and M all required
public bidding procedures regarding the award of the Lease have been followed by Lessee and no
governmental orders, permissions, consents, approvals or authorizations are required to be obtained
and no registrations or declarations are required to be filed in connection with the execution and
delivery of the Lease.
. Counsel for Lessee:
By
Date: //I'~~~ $
SCHEDULE A
EQUIPMENT DESCRIPTION
C~
Lessor hereby leases to Lessee under and pursuant to the Lease and Lessee hereby leases
from Lessor under and pursuant to the Lease the following items of Equipment:
DESCRIPTION (MANUFACTURER, MODEL AND SERIAL NO.*) SUPPLIER
' Lessor shall nave the right to insert Serial Nos. at time of Derivary G Acceptance.
One 1998 Club Car Gasoline Carryall II w/ attachments & accessories Club Car, Inc
•
LESSEE: ort Palm Beach, FL
BY: /`~ t
TITLE: / / Jay cf~
DATE: /J~~~ 3~~,
Equipment Location:
951 U S Highway #1
Palm Beach County
North Palm Beach, FL 33408
u
10/08/1998 Page 1
Schedule B -Village of North Palm Beach, FL
Compound Period .......
.Nominal Annual Rat : Monthly
e ... : 6.790
Effective Annual Rate .. : 7.005
Periodic Rate .............. : 0.5658
Daily Rate ................... : 0.01886
CASH FLOW DATA
__ _ Event Start Date Amount Number Period End Date
1 Loan 11/01/1998 7,641.19 1
2 Payment 11/01/1998 284.63 29 Monthly 03/01/2001
AMORTIZATION SCH EDULE -Normal Amortization, 360 Day Year
____ Date Payment Interest Princi al Balance
Loan 11/01/1998
1
11/01/1998
284.63
0.00
284.63 7,641.19
7
356
56
2 12/01/1998 284.63 41.63 243.00 ,
.
7
113
56
1998 Totals 569.26 41.63 527.63 ,
.
• 3 01/01/1999 284.63 40.25 244.38 6
869.18
4 02/01/1999 284.63 38.87 245.76 ,
6
623.42
5 03/01/1999 284.63 37.48 247.15 ,
6
376
27
6 04/01/1999 284.63 36.08 248.55 ,
.
6
127.72
7 05/01/1999 284.63 34.67 249.96 ,
5
877.76
8 06/01/1999 284.63 33.26 251.37 ,
5
626.39
9 07/01/1999 284.63 31.84 252.79 ,
5
373.60
10 08/01/1999 284.63 30.41 254.22 ,
5
119.38
11 09/01/1999 284.63 28.97 255.66 ,
4
863.72
12 10/01/1999 284.63 27.52 257.11 ,
4
606.61
13 11/01/1999 284.63 26.07 258.56 ,
4
348.05
14 12/01/1999 284.63 24.60 260.03 ,
4
088.02
1999 Totals 3,415.56 390.02 3,025.54 ,
15 01 /01 /2000 284.63 23.13 261.50 3
826.52
16 02/01/2000 284.63 21.65 262.98 ,
3
563.54
17 03/01/2000 284.63 20.16 264.47 ,
3,299.07
18 04/01/2000 284.63 18.67 265.96 3,033.11
19 05/01/2000 284.63 17.16 267.47 2,765.64
20 06/01/2000 284.63 15.65 268.98 2,496.66
21 07/01/2000 284.63 14.13 270.50 2,226.16
22 08/01/2000 284.63 12.60 272.03 1,954.13
• 23 09/01/2000 284.63 11.06 273.57 1,680.56
24 10101 /2000 284.63 9.51 275.12 1,405.44
25 11/01/2000 284.63 7.95 276.68 1,128.76
26 12/01/2000 284.63 6.39 278.24 850
52
2000 Totals 3,415.56 178.06 3,237.50 .
10/OR/1998 Panc+ 9
ocnCUUie o - vwage of North Palm Beach, FL
Date Payment Interest Princi aI Balance
•
27 01 /01 /2001 284.63 4.81 279.82 570
70
28 02/01 /2001 284.63 3.23 281.40 .
289
30
29 03/01 /2001 284.63 4.67- 289.30 .
0
00
2001 Totals 853.89 3.37 850.52 .
Grand Totals 8,254.27 613.08 7,641.19
C
•
SCHEDULE C
DELIVERY AND ACCEPTANCE CERTIFICATE
•
Pursuant to that certain Equipment Lease-Purchase Agreement dated as of ~.
("Lease"), the undersigned Lessee hereby acknowledges receipt of the equipment, as more
fully described in Schedule A to the Lease ("Equipment") is installed and in good working
condition and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory
for all purposes under the Lease executed by Lessee and Lessor as of the date set forth
below:
One 1998 Club Car Gasoline Carryall II w/ attachments & accessories
SERIAL NUMBERS
LESSEE: Village of North Palm Beach, FL
• ~
By: L
TITLE: ~nw-~a~l C'I~~b Admtr~~ ~Rn-lr(L
DATE ACCEPTED: _Aba.,~ ~; s~eA ~ q1 p ~,~/
d.U P`~V`ISES, A56JtiP-4~ON ~'~"
Lr.IS~tN~ I~AS~,
•
INCUMBENCY CERTIFICATE
• I do hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of Village
of North Palm Beach ("Lessee"), a body corporate and politic duly organized and existing
under the laws of the State of Florida that I have custody of the records of Lessee, and that,
as of the date hereof, the individuals named below are the duly elected or appointed officers of
Lessee holding the offices set forth opposite their respective names. I further certify that (i) the
signatures set forth opposite their respective names and titles are their true and authentic
signatures, and (ii) such officers have the authority on behalf of Lessee to enter into that
certain Equipment Lease Agreement dated or to be dated ~~ ,between
Lessee and Associates Commercial Corporation.
NAME TITLE
ATUR
. ~A~~ ~ iv~,~ . ~ _ <~n~~~~~~
•
I, the undersigned, duly qualified and acting .~6E ~,er~ (Secretary, Board
Chairman or other authorized Governing Body Member of Lessee) do hereby certify the above:
LESSEE: Village of North Palm Beach, FL
WITNESSED ~ v
TITLE: ~ ~~_
.(AWgAZeO Gove Booy Member or Leexa oNar roan
Ne InE'nrWual(e) ntqu 3ignaluro b lstca a0ove)
CJ
Form 8038-GC In ormat on a urn or ma ax- amp
(Rev. May 1995) Governmental Bond Issues, Leases, and Installment Sales OMB No. tsas-o72o
mapanminl of Ne Treasury ,Under Internal Revenue Code sectlon 149(e) r For calendar year ending 1987
im°mei a.vanva s.n,~a Use Forrn 6038-G if the Issue rice of the Issue is E100 000 or more.
Part 1 Reporting Authority Check box if Amended Return r
1 Issuer's name 2R, ems po 'on
Villa a of North Palm beach
3 Number and street (or P.O. box if mail is not delivered to street address) Ro mis to
951 U S Hiohway#1
4 City, town, or post office, state, and ZIP code
North Palm Beach FL 33408
Part II Description of Obligations
5 Issue price of small tax-exempt governmental obligations reported on this fortn ....................................
6 Check the box that most nearly approximates the weighted average maturity of the obligation(s):
a X Less than 5 years
b From 5 to 10 years
c More than 10 years
7 Check the box that most neary approximates the weighted average Interest rate on the obligation(s):
a Lass than 5°h
b X From 5°h l010°h
c More thantOh
B Total issue price of the obligation(s) reported on line 5 that Islam:
a Obligation(s) issued in the tone of a lease or Installment
b Obligation(s) designated by the Issuer under section 265(b)(3)(B)(1)(III)
c Obligation(s)1issued to refund prior Issues ......................................................
d 1\~ Loans made from the proceeds of another tax-exempt
Check box if is~uQr has elected to pay a penalty in lieu
Please ~` "-'-'-"
best of dge and belief, they are
Sign
Here ~ ssuers repress
E 7641.19
Bd
~ ~r Syg ~~ ~~~'F~n~~
Type or print name and
•
Paperwork Reduction Act Notice
We ask for the Informa0on on this form to
carry out the Internal Revenue laws of the
United Stales. You ere required to pNe us the
information. We need h to ensure Uat you are
complying with these laws.
The time needed to complete and file this
form varies depending on Individual
circumstances. The es8mated average Ume Is:
Learning about the
law or the forml hr., 46 min.
Copying, assembling, and
sending the forth to the IRS ...................18 min.
Generei Instructbns
Section re/erencea ere to Me Internal
Revenue Code unless otherwise rroted.
Purpose of Form
Form 8038-GC Is used by Issuerc of
taxezempt governmental obligations to
provide the IRS with the IntortnaUon required
by sectlon 149(e) and to monitor the
requirements o/ aeUbns 141 Nrotph 150.
Who Must File
Preparing the form ........................ 2 hr., 50 min. Issuerc of tax-exempt povemmental
obliga0ons with Issue pdces of less than
Stflrl nnn must mle Form a038.GC.
It you have comments concerning the
accuracy of these Ume es8mates a suggestions for
making this lam simpler, we would be haDDY to
hear horn you. You can
unite to the Internal Revenue Servlee,
AUenUon: Tax Fortes Committee, PC:FP,
Washington, DC 20224. DO NOT send the
torte to this address. Instead, see Where to
File on page 2.
Issuers of a taxexempt governmental
obligation whh an Issue prke of E700,000 or
more must file Form 8038-Ci, InfortnaUOn
Return for Tex-Exempt Governmental
Obliga0ons.
Filing a separate return.-Issuers have the
option to file a separate From 8038-GC for
any taxexempl governmental oNigaOon with
an Issue price of less than Ef00,000. Each
such separate return slquld speciy tie
calendar year In whkh Ne Issue was iuued.
M Issuer of a Wx-exempt bond used to
finance construction expeMitures must file a
ceparete Form 8038-GC la each Issue to
gNe notice to the IRS That an election was
made to pay a penahy kr lieu of erbiha9e
rebate (see line 91nsWCtions).
Filing ^ consolidated return.-For all
taxazempl governmental obligatons with
Issue Drives of less than E100,000 that are
not reported on a separate Forth 6038-GC,
an Issuer must file a consolidated Inlonnation
return InGuding all such Issues Issued within
the celendar year.
Thus, an Issuer may file a separate Form
8038-GC for each of a number of small
Issues and report the remainder of small
Issues Issued durtng Ute calendar year on
one consolidated Form 803&GC. However, a
separate Form 803&GC must be filed to Bive
the IRS notice of the election to pay a penalty
In lieu of arDiVage rebate.
S95)
STATE OF FLORIDA
UNIFORM COMMERCIAL CODE FINANCING STATEMENT FORM UCC-1 (REV. 1993)
This FinanGin° Statement is nrecenron r~ . er,.,...xw, r.., a:.... ........__.._ .._ „_,.___ ., _ _ .
t. ebtor Gast Name first it an Individual) ta. ate o rth or
Village of North Palm Beach ~
tb. Mai~g Address ---
1c. ty, fate t
951 U S Highway #1 North Palm Beach FL j 33408 e
7Addibonal Debtor or - rYade ame (Last erne rst an n v ua a. ate o rt or Imo-
2b. Mailing Address --~--- c. ty, rate ~ p a
3. Secured Party (l=ast Name Irsl ann lndiv ua )
Associates Commercial Corporation
3a. F1~mg A ress fate o, p a
•
8001 -Ridgepoint Drive ' Irving, TX 75063-3117
4-ASStgnee oTSeeured arty ( ast ame rst an v ua
_ ~~a~aeesag~zaearl~
4a Mailing Ad ress ry, fate c. Ip e
I~), ~ I~~I~~ X~ ~ ~ g
S. -This Financing ~atement covers the ollow ngg types or terns or property nc u e eser pl ono rea properly on w c ocate en owner o reeor wen
required. II more space is required, attach eddltlonal sheet(s)).
One (1) 1998 Club Car New Carryall II, Gasoline, w/ accessories & attachments
6. Check only if Applicable: ]Products of collateral are also covered. ]Proceeds of collateral are also covered. ]Debtor Is transmitting utility.
7. Check appropriate box: ]All documentary stamp taxes due and payable or to become due and payable pursuant to s. 201.22 F.S., have been paid
(One box must bemarked) -~ Florida Documentary Stamp_Tax Is not reoulred.
8. In accordance wish s (179.402(2), F.S., this statement Is tiled without the Debtor's signature 9. Number of eddltlonal sheets
to peAect a security interest In collateral: presented:
already subject to a security Interest In another jurisdiction when It was brought Into this
state or debtor's location changed to Ihls state. This Space for Use of Filing Officer
] which Is proceeds of the original collateral described above In which a security Interest was '~.
perfected.
] as t hlch the tiling has lapsed. Date tiled and previous ~'~
UCC le number
~ acqu after a change of name, Identity, or corporate structure of the debtor.
1~.-~na r s o Debtor s //~~ ~.
Ci4AL~K.t~ C7MA4)C~1A/4~, ,~/~faw->
11. ~gnature(s~Sec°r any or Assigned, by Ass gnee s i
12. f~eturn opy to:
,e Associates Commercial Corporation
~ ATTN: Fran Means
dare:5 VED-Municipal Finance.
Ad°reas 8001 Ridgepoint Drive
City, State, Zip L I rvi n9 > TX 75063-3117
L
!-ICING OFFICER COPY STANDARD FORM-FORM UCC-1 Mpr°ved oy Seuetary of state, State of Fkxida
__-.a-a~ :~:aa
INSUAANCEFACTSHESf
Lase No.: Value Ptlcc:
Munlelpelxy: ~Ln,gp o(Nonh Palm Beach PL
Contaq: Phone: _
Equipment Deseriptlon
Pu:sfwtt m 6eaioa 13 of the Equipment Leasal~rdfaae Agteeafent dated u of
Leeeee L obligated ro pravlde htsuraooe coverage tramitig Assoeialea I.eamtrg. Inc. as Logs Pays turd Additional
Insured Please complete this form and retwtrlt with your datattneatatloai pacYage and cont~ctyotu ifufuantt
agent ro forward a Certificate of ]nsuranx showing coverage. V you am self-insured. pleaso Hole es ouch below.
PARENT' INSURANCB COMPANY: ~) L{•gbility - Ranger imm~nnr Comnaav _
2) Property Damara - V~red ProOHat
ADDRI.SS: 11 8(150 Seminnte Mntl. Suite 104 __
CiT'Y: 1) Seminole STATE: ~_ ZIP. 31642
PIIONB: 11 813-393-]3S S
UNDFRWRf[F,R/AGENT COMPANY: n l.ta),rtlty - as above
2r:.[•mney- Rifrnrd k t1tNn Inc.
ADDRESS: ~ ~ n Box 39689
. CITY: 21 Bi_r±ein_ahsm STATE: ~_ Z[P: ~f226~4_
CONTACT: 1) 7elmDonagl~ PHONE: 813.393-1335
2) MdissaResoii~ 20S,~7Q-7790
POLICYNO.: _J,1 PSi.-801060 BXPDtATION: 10!01/99
,~] Various 1010_ /9~_
PUBLICI.[A131LIIYAMOUNT: ~j.000.000~occnrrmce~ DEDUCTIBLE: 5100.000~erclalmartt
000 ar claim
5200
.
PHYSICAL DAMAGE
AMOUNTS: COMPRF1II~iS1VE ACV DEDUCTIBLE: ~ 1.000 p~acoident
FAYSICAL DAMAGE
AMOUNTS: COLLISION: ICY- DEDUCTIBLE: S 1.OOOaraxident
OTHERCOVERAOE: AMOUNTS DI3DUCT~LB:
OTHER COVBttAGB: AMOUNTS DEDUCTIBLE: --
*~^••^ ~ ^~ *p ~* F INSLt1tFD O)3`]F OLICY TS CONTE'fU0II5:
SF13.1NSURED: ~(_ Yl~ NO
LIABILITY' ^- "hf ~7a SFRiw~a COL.3Rlt_ (pQQled w/ S OL~T m~~~^alitiea siros 1980)
PHYSICAL DAMAGE: OTHER: ALT.: .
• CONTINUOUS UNTII. END OF LBASFIPUACHASE AGREEMENT: YES NO ~_
apdicy aBerogte. iocludin; eraomabile llabill(y !E employers liability. Ia 510.000.000
•
C~
DATR INM'DNYY)
~n ~ ~Re~
HICg1Cp 1 TE E IBbUPA AS A kUITTER OF INFORMA
ONLY AND CONFRRB NO RIONT6 UPON TIE CERTLFICATE
iIOLDfiR. TNiB CERTFICATE DOES NOT AMEND. EXTEND OR
_ANLEiB AFFORDING COV RAGE
~~ QUALIFIE08ELF-INBURER
A _
WBU~D VILLA3E OF NORTH PALM BEACH ~A"Y RANGER INSURAI'CE COMPANY
SERMA
-
Cf0 MCCREARY CORPORATION 00NO~N" yARIOUS LAYERED PROGiRAM
700 CGNTRAL PARKWAY C __
BTUART, FL 3A064 ~pwy
D
THIS b TOOERTPY T/MT THa POLICR'a OF INSURANCE LKTlD O[LOW I NVB BEEN 1681NiD TO THE BISURED NP/JED ABOV! fOR THL POLICY -CRpD 4
NOTWRFRTANDHO ANY REOUIRHAENT, TCRM OR OONDITID
MDICATED N OF ANY IX7NTRACT OR OTNCR DOCUMENT VATH RESPCCT TOriM14C+I THIS
,
CERTP1CATi MAYBE IBaUED OR I.MY PlRTAW. iHC B79UP/QICE APPOR OCD B Y TFY POIdCIEB DEBCRBEO NERCW C4 BIAtJCCT TO ALA. THE TERMS,
E)CCIUBYDNS AND OONOITIONS OP SUCH POLICIEa lMTO •/'1014N IMY H AVB DEl11 R[OUCED B'/ PAID01AAlt.
ATOM lYPl OP NtU11AN0B fOLK'Y HUMWR M7gaY~WO~M'M MN(w~iDpf~ LIaETS
~
OaIBRALIWIUTY COVERAGE IS AFFORDED IN tONtroB 10/01/86 00°~ACCaFOAiE
1ti 10,000,000•
A X caw~ACUtoa4sRAL~ud~m ACCORDANCE WITH aeooucrs.coMwaFAOO,s 1000.ODO
B ~ exAAla MAD! ~ txcuR F.8.78828 ANO PXL601080 PaaAC4u a- w+wNla~ s 7 000.000
cwNelraaoamueTORaPROr i ua„rxAwc'rs s 1000000
LIMITS ARE PERCLAIMANTf PERCWM FueEpAruelE(AnyaMBe) s_ tOD,OJO_
i MEDEWfATYaNMnW ', / WA
AUTCMCBIL~A.IABIUTY I COV7iRA0E IS AFFOROED IN t0A1ro8 tOm1roB WNSNED SMiN.a UMR s 7,000,000
A Ar1YAUro ~ ADCORDANCE WITH -_
-
-
B AuaMxDAUTOe F.3.71i828ANDPXLeD7LRw ~
BooavlN,nlar ~
+ED1AiDAUT08
B ~` f•n~) -
p
IaRBDAUT00 , gpLVauuer
NDNC7vIIEDALnoa UMRS ARE PERCWMANT! PER CLAIM PM aalwq
• FR'IPFR7Y WMAOE f
(~f~~il~~f ~, f
ANY AUTO once tNAN Avro orar. ~,
FAaeA~!* t
------_
AOORiOATE t
UMBMIIAf~ AOOPLOAti f _
p11a7l THAN U6BRB1u fOIW ~ - s
~woANFA•amwraNBA,NNIAND PxL
807080 tOrotroa I tDrotroB x rce..e+.. ae
A aMPL,oreAS• ~y - Fl FAeH uaoiNr s 1.000,OOD
B X N0. - it OWEASE• foUCr lNT ~ f 7 DDD 600
eeNt
OMOBIa Na: aXC1 I
1 Ii DIBCAAE•FA FAW~OYEi t 7000000
C TIC
&
~
L
VARIOUS
70/01168
10N1/88
IT
S
L
~'
N
PE TY INCL
D~
P
RO K FORM
IS
R
PECUJJAL
MOBILE EQUIP i AUTOS IS1,000 DEOVCTIBLE
RE: GOLF CLUB BEVERAGE CART LEASE AGREEMENT
CERTIFICAT'EHOIDER LS L098 PAYEE ANO PDDITIONAL INSURED A3 RESPECTS SPECIFIED LEASEO UNIT(S)
A :n
tNS1AA ANY OF TNG ABOV! DliGrtIBlD fOUONia K CANCattw aafOR! M
snvaLATUN sMn 7staaloP, TNa ItaU1N0 ooMFArx rAU fsaF~wR ro eau
ASSOCIA.TESCOMMERCULLCORPORATION ~ BAYBYwnFNrnTnarotNtwrrvgwTlnaoFRNAMwtur4eu.r.
YENDGR EQUIPMENT DM$ION Mtf fAlLUfl TO MVI eNA:N Iq'gl NNL11M'Oaa 400BlaATION oA UAa1LIfY
8007 RIDGEPOINT DRIVE N ANY A FAeselrtAtnee.
IRVINO, TX 7508}3177 RBREilNTAT ,
FACT SHEET
• PLEASE RETURN THIS SHEET WITH THE FINANCIAL STATEMENTS
ACCOUNT NUMBER:
LEGAL NAME OF ENTITY: Village of North Palm Beach
DEPARTMENT USING EQUIPMENT: North Palm Beach Country Club
FEDERAL ID NUMBER: 59-6017984
NAME OF COUNTY: p31m Beach County
STREET ADDRESS: Please give complete physical street address. Do not give address
with P.O. Box as express delivery will not deliver to it.
-North Palm Beach Country Club
_951 U. S. Hi hway One
-.-North Palm Beach r 408 _
BILLING ADDRESS: Please indicate any special billing instructions that are required to
avoid late payments and subsequent late charges.
Same As Above
ACCOUNT PAYABLE:
CONTACT pat Sohar TELEPHONE #: (561) 898-3974
SIGNATURES: Please print or type names exactly as the person will be signing the
Document. Signatures are not required here.
?~onn;c uell~ Village Manage Ron Al ha t (`ountry Club Admin.
navid Norris Mayor
Shaukat Khan, Director of Finance
AUTHORIZED OFFICIAL:
Name: Dennis Kelly David Norris
Title: Village Manager May9T
ATTORNEY SIGNING OPINION OF COUNSEL:
George Baldwin, Village Attorney (561) 895-1700
Name: _ Dav; d Norris Mayor TELEPHONE #: (56 t) 848-3975
MAJOR REVENUE SOURCE:
• BANK REFERENCE: Nations Rank - North p t u ti 7F,
Bank)
CONTACT NAME: Virginia TELEPHONE #: (561) 845-3008