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2000-003 Lease Purchase w/Wachovia Bank (Cars & Cash Register)• RESOLUTION NO. 03-2000 A RESOLUTION OF THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA, ACCEPTING THE LEASE-PURCHASE PROPOSAL FROM WACHOVIA BANK ATTACHED AS EXHIBIT "A", FOR EIGHT (8) AUTOMOBILES AND PURCHASE OF POINT-OF-SALE CASH REGISTER FOR THE COUNTRY CLUB RESTAURANT IN THE AMOUNT OF $142,000 AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO ENTER INTO AN AGREEMENT, AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE OF NORTH PALM BEACH, FLORIDA: Section 1. The Village Council of North Palm Beach, Florida does hereby approve the proposal of Wachovia Bank, attached as Exhibit "A", to provide the financing of Lease-Purchase of eight (8) automobiles and purchase of point-of--sale cash register for Country Club Restaurant in the amount of $142,000. Section 2. The Mayor and Village Clerk are hereby authorized and directed to execute the Financing Agreement for and on behalf of the Village of North Palm Beach. Section 3. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 13r" DAY OF JANUARY, 2000. ~~~~ Ma or (Village Seal) Attest: _ ' Vil age Clerk ~~~ ~TACHOVIA ~oc~ Nest Palm Reach, Florida O' u Jatmary 25, 2000 $ 142,000.00 VALUE R[iCE1VED. the undersigned (hereinafter called the "Borrower") hereby promises to pay to the order of Wachovia Bank, N.A. (hereinafter called the 'Lender") at its office where borrowed, in immediately available funds of lawful money of the United States, the sum of hro [ogriher with any unpaid interest hereon from dare of advance, in accordance checked below. [erms contained in [his Notr. Repaymcut: ^ One payment in full of principal and unpaid interest due ^ On Demand ® 59 Payments ofS 2,642.38 Beginnin8 March 1, 2000 and ouc final payment of unpaid Drincipal artd accrued interest --- dollars provisions applicable to this Note are and thereafter monthly until February 1 2005 when the enure principal amoun[ then outstanding and all accrued bu[ unpaid interest shall be paid in full. ^On Demand the principal amount se[ forth above or the unpaid principal amount of all advances which the Lerder actually makes hereunder to the Borrower, whichever amoun[ is less. Each advance and each payment made on account of the principal thereof shall be evidenced on an attachment hereto; provided, however, any such notation or the failure of the Lender or other holder [o make any such notation shall not limit or otherwise affect the obligation of the Borrower with respect w repayment of all advances actually made hereunder. This No[e and any attachment hereto shall be used [o record [he outstanding principal balance advanced hereunder until it is surrendered to the Borrower by the Lender, and it shall wntinue to be used even though there may be periods prior to such surrender when no amount of principal or interest is owing hereutder. If advances of the principal amount hereof are to be made by Lender to the Bortower after the date of [his Note, Lender, at its sole discretion, is hereby authorized to make such advances under this Note upon telephonic or written commuNCation of a borrowing request from any person representing himself or herself to be the Borrower or, in the even[ the Borrower is a partnership or corporation, a duly authorized officer or representative of Borrower. Interest: Payable.® in arrears; ^ in advance. ^ in addition [o the payments described above; ®induded N the payments described above. Payable at the rate per annum of: ^ Prime Rate plus %; ^ % of Prime Rate; ^ % Fixed; ^ Those rates which may be offered from time to time by the Lender and agrced to by the Borrower and so noted by the Letder on an attachment hereto. In the event of a good faith dispute among the patties to this Note as to rate under this rate option, the rate shall be the Prime Rate, adjusted for any changes in the Prime Rate as of [he day such Prime Rate changes; ® The rate(s) se[ forth N Schedule t attached to this Note and incorporated herein by reference; ^ Those rates which have been offered by the Lender to the Borrower m the Loan Agreement or Commitment Letter checked below, the provisions of which shall detemtine such rates, the procedure for the selection of such rates and [he time periods for which such rates shall apply. In nu case shall interest exceed the maximum rate permitted by applicable law. If the interest is based upon the Prime Rate, such interest rate will be adjusted on: ^The day the Prime Rate changes ^ Other Due: ®On principal payment dates ^ Other Interest will be calculated on the basis of ®A year of 360 days and paid for the actual number of days elapsed Other After demand or maturity (whether by acceleration or otherwise), as applicable, interest on any unpaid balance hereof shall be payable on demand a[ a rate per annum equal ro the greater of ISOR of the Prime Rate, or 2% above the rate applicable prior to demand or maturity, adjusted for any changes N the Prime Rate as of the day such Prime Rate changes, not to exceed the maximum rate pertnit[ed by applicable law. To the extern not prohibi[ed by law, a late charge of four percent (4%) or the applicable statutory maximum, whichever is greater, shall be assessed on any paymen[ remaining past due for fiReen (15) days or more uNess interest on this No[e is payable N advance, in which case such period shall instead be thirty (30) days or more; provided, however, the[ if any applicable s[atute allows a shorter minimum tune period for the 'unposition of a late charge, such shorter [ime period shall prevail. As used herein, "Prime Rate" refers [o [hat interest rate so denominated and set by the Lender from [ime to time as an interes[ rate basis for borrowings. The Prime Rate is one of several interest rate bases used by the Lender. The Letder lends at interest rates above and below the Prime Rate. All payments on this Note shall be applied, in accordance with the then current billing statement applicable to this Note, first to accrued interest, then to fees, then to principal due. and then to late charges. Any remaining funds shall be applied to the further reduction of principal. Notwithstanding the foregoing, upon the occurrence of a default hereunder, paymens shall be applied as determined by Lender in its sole discretion. Notwithstanling anything to the contrary contained in this instrument, in no event shall the interest due hereunder exceed the maximum amount allowed by law, and in the evem any amount in excess of the lawful maximum is charged by the Lender or paid by the Borrower, [he Borrower shall be enti[led to an immediate refund of the amount of such excess together with interest on such excess amount from the date paid until reimbursed a[ the maximum lawful rate in effec[ at the time of the overcharge. This Note is made pursuant to and shall be governed by the rerms and conditions of a Loan Agreement dated tween the Borrower and the Lender. ' this Note is made pursuant [o and shall be governed by the terms and conditions of a Commitment Letter dated between the Borrower and the Lender. 5552ivS (New 10/24:97) Wachovia Bank, N.A. No waiver by the Lender of any default shall be effective unless in writing nor operate as a waiver of any other default on a past or furore occasion. To the except nut prohibiteJ by law, the Borrower hereby grants w the Lender a security interest in and security title ro and does hereby assign, pledge, transfer and convey m Lender (i> all properzy of me Borrower of every kind or description now or hereafter in the possession or control of the Lender, exclusive of any such property in the possession ur control of the Lender as a fiduciary other than as agent, for any reason including, without limitation, all cash, stock or other dividends and all proceeds thereof, and all rights to subscribe for securities incident thereto and any substitutions or replacements for, or other rights in connection with, any of such collateral anJ (ii) any balance or deposit accounts of the Borrower, whether such accounts be general or special, or individual or multiple party, and upon all drafts. notes, or other items deposited for collection or presented for payment by the Borrower with the Lender, exclusive of any such property in [he possession or control Lender as a fiduciary other than as agent, and the Lender may at any time, without demand or notice, appropriate and apply any of such [o the payment of .lebcednrss, oblieauons and liabilities of [he Burrower to the Lender, now existing or hereafter incurred or arising (hereinafter sometimes referred to as the .gatiuns"), except for other indebtedness, obligations and liabilities owing to Lender [hat constitute (a) consumer credit as defined in Federal Reserve Board Regulation 7 or (b) non-consumer credit iY under applicable state law the maximum interest rate for such credit is reduced when secured. All parties to this Note. including the makers, endorsers, sureties and guarantors, whether bound by this or by separate instrument or agreement, shall be jointly and severally liable for the indebtedness evidenced by this Note and hereby (1) waive presentment for payment, demand, protest, and any and all other notices and demands whatsoever; (2) arosrm deaf at nny time, or from time to time, payment of any sum payable under this Note may be extended without notice, whether for a definite or indefinite time; and (J) agree to remain liable until the indebtedness evidenced hereby is paid in foil irrespective of any extension, modification or renewal. No conduct of the holder shall br deemed a waiver or release of such liability, unless the holder expressly releases such party in writing. Upon (i) any failure of any Obligor (which term shall include the Borrower and each endorser, surety or guarantor of this Note) to pay any of the Obligations when due or to observe or perform any agreement, covenant or promise hereunder or in any other agreement, note, instmment or certificate of any Obligor [o the Lender, now existing or hereafter executed in connection with any of the Obligations, including, but not limited [o, a loan agreement, if applicable, and any agreement guaranteeing payment of any of the Obligations; (ii) any default of any Obligor in the payment or performance of any other liabilities, indebtedness or obligations to Lender or any other creditor or to allow or permit any other liabilities, indebtedness or obligations to Letder or any other creditor to be accelerated; (iii) any failure of any Obligor to furnish Lender current financial information upon request, (iv) any failure of any person [o observe or perform any agreement, covenant or promise contained in any agrreniene, instrument or certificate execmed in connection with the granting of a security interest in property to secure the Obligations or any guaranty securing the Obligations; (v) any warranty, representation or statement made or famished to the Lender by or on behalf of any Obligor in connection with the extension of credit evidenced by this Note proving to have been false in any material respect when made or famished; (vi) the dissolution, change of control, termination of existence, insolvency, business failure or appointment of a receiver of any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding under any bankruptcy or insolvency laws, state or federal, by or against, the Borrower or any other Obligor; (vii) any discominuance or termination of any guaranty of any of the Obligations by a guarantor; or (viii) the Lender deeming itulf insecure, thereupon, or at any time thereafter, to the extent permitted by law, [he Lender a[ its option may terminate any obligation to extend any additional credit or make any other financial accommalation [o the Borrower and/or may declare ail of the Obligations to be itnmediately due and payable. If any Obligation (including but no[ limited to the Note) is a demand instrument, the statement of a maturity date, the requirement for the payment of periodic interest or the recitation of defaults and the right of Lender to declare any Obligation due and payable shall not constitute an election by Lender to waive its right to demand payment under a demand at any time and in any even[ as Lender in its sole discretion may deem appropriate. The Borrower shall pay to the holder on demand all expenses, including reasonable attorneys' fees and expenses of legal counsel, incurred by the holder in any way arising from or relating to the enforcement or attempted enforcement of the Note and any related guaranty, collateral document or other document and the collection, whether by litigation or otherwise, of the Note. Time is of the essence. Borrower acknowledges that Lender may reproduce (by electronic means or otherwise) any of the documents evidencing and/or securing the Obligations and [hereafter may desvoy the original documents. Borrower does hereby agree that any doctment so reproduced shall be and remain the binding obligation of Bortower enforceable and admissible in evidence against it [o the same ezcent as if the original documents had not been destroyed. BORROR'ER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WANE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY AGREEMEMf CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER 1'O MAKE THE LOAN EVIDENCED BY THIS NOTE. This Notr, and the rights and obligations of the parries hereunder, shall be governed atd wnstmed in accordance with the laws of the State of Florida. All prior agrermems to the extern inconsistent with We rerms of this Noce shall be conswed in accordatra with the provisions hereof. IN 1VIT'NESS WHEREOF, the Borrower has executed [his Note under seal the day and year ut forth above. Borrower: Attest. Ville a of North Palm Beach (Name of Corporation or Pa ship) B ~'~ (SEAL) " lhleen F. Kelly Dr. ~ dward Ei y Tide Village Clerk Title Mayor [Corporate Seal] I11 u 55525VS (New 10/24/9'/) Wachovia Bank, N.A.