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2000-004 Lease Purchase for Golf Club Protectors• SOLUTION NO. 04-2000 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 A MUNICIPAL EQUIPMENT LEASE PURCHASE AGREEMENT WITH AMERICAN EQUIPMENT LEASING ATTACHED AS EXHIBIT "A", WHICH AGREEMENT IS FOR THE PURPOSE OF FINANCING EIGHTY (80) GOLF CLUB PROTECTORS FOR USE AT THE NORTH PALM BEACH COUNTRY CLUB; AND, PROVIDING FOR AN EFFECTIVE DATE. FLORIDA: BE I7' RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, Section 1. The Village Council of the Village of North Palm Beach, Florida, does hereby approve the municipal equipment lease purchase agreement with American Equipment Leasing attached as Exhibit "A", which agreement is for the purpose of financing eighty (80) golf club protectors for use at the North Palm Beach Country Club. Section 2. The Mayor and Village Clerk are hereby authorized and directed to execute the municipal equipment lease purchase agreement with American Equipment Leasing set forth in Exhibit "A" for and on behalf of the Village of North Palm Beach, Florida. Section 3. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS ~.,~h __ DAY OF JANUARY ~($%Qi~2000. (Village Seal) ~ ., /~~~~ MAY R A7 I EST:. _ ~~ VILLAGE CLERK ~ res'nm_ eg.len • ~9EL American Equipment Leasing EXHIBIT A EQUIPMENT DESCRIPTION AND LOCATION 1. Description of the Equipment: 1801 CLUB CAR CLUB PROTECTORS 2. Serial Number(s) ` (if available/applicablel: 3. Equipment Location: 501 U.S. HIGHWAY 111, NORTH PALM BEACH, FL 33408 4. For purposes of the Agreement, "State" means the State of FLORIDA. 5. Lessee's current Fiscal Period extends from OCtOber 1, 1999 to September 30, 2000 Lessee: VILLAGE OF NORTH PALM BEACH Signature: Name Print :~dward M. Eissey Title: Date: January 18, 2000 *Lessee authorizes Lessor to insert serial number(s) of Equipment when determined by Lessor. C • `9EL American Epulpment Leasing EXHIBIT B RENTAL PAYMENT SCHEDULE The Rental Payments shall be made for the Equipment as follows: Payment Payment Payment Interest Principal Purchase Number Date Amount Amount Amount Option Price Lessee: VILLAGE F NORTH PALM B CH Signature: QOi Name Printe : __Edward M. Eissey Title: Date: _,~anuary 18, 2000 • •Assumes all Rental Payments and Additional Payments otherwise due on that date have been paid. _ __ _ _ _ 12/02/1999 Page 1 Village of North Palm Beach pound Period .: Monthly AMORTIZATION SCHEDULE -Normal Amortization Date Payment Interest Principal Balance Loan 12/02/1999 10,000.00 1 12/02/1999 316.80 0.00 316.80 9,683.20 2 01/02/2000 316.80 74.79 242.01 9,441.19 3 02/02/2000 316.80 72.92 243.88 9,197.31 4 03/02/2000 316.80 71.04 245.76 8,951.55 5 04/02/2000 316.80 69.14 247.66 8,703.89 6 05/02/2000 316.80 67.22 249.58 8,454.31 7 06/02/2000 316.80 65.30 251.50 8,202.81 8 07/02/2000 316.80 63.35 253.45 7,949.36 9 08/02/2000 316.80 61.40 255.40 7,693.96 10 09/02/2000 316.80 59.42 257.38 7,436.58 11 10/02/2000 316.80 57.44 259.36 7,177.22 12 11/02/2000 316.80 55.43 261.37 6,915.85 13 12/02/2000 316.80 53.41 263.39 6,652.46 14 01/02/2001 316.80 51.38 265.42 6,387.04 15 02/02/2001 316.80 49.33 267.47 6,119.57 16 03/02/2001 316.80 47.26 269.54 5,850.03 17 04/02/2001 316.80 45.18 271.62 5,578.41 18 05/02/2001 316.80 43.08 273.72 5,304.69 19 06/02/2001 316.80 40.97 275.83 5,028.86 20 07/02/2001 316.80 38.84 277.96 4,750.90 21 08/02/2001 316.80 36.69 280.11 4,470.79 22 09/02/2001 316.80 34.53 282.27 4,188.52 23 10/02/2001 316.80 32.35 284.45 3,904.07 24 11/02/2001 316.80 30.15 286.65 3,617.42 25 12/02/2001 316.80 27.94 288.86 3,328.56 26 01/02/2002 316.80 25.71 291.09 3,037.47 27 02/02/2002 316.80 23.46 293.34 2,744.13 28 03/02/2002 316.80 21.19 295.61 2,448.52 29 04/02/2002 316.80 18.91 297.89 2,150.63 30 05/02/2002 316.80 16.61 300.19 1,850.44 31 06/02/2002 316.80 14.29 302.51 1,547.93 32 07/02/2002 316.80 11.96 304.84 1,243.09 33 08/02/2002 316.80 9.60 307.20 935.89 34 09/02/2002 316.80 7.23 309.57 626.32 35 10/02/2002 316.80 4.84 311.96 314.36 11 /02/2002 316.80 2.43 314.37 0.01- 12/02/2002 0.00 0.01 0.01- 0.00 and Totals 11,404.80 1,404.80 10,000.00 IAar-03-2000 02:ilAm From-AEL 6107759646 T-077 P.0021002 F-187 Arrwrican C-qufpment Leasing ~XHlt3tT ~ [`E~TiFtr~eYF n~ ~C~EPT~MGIw The undersigned, as Lessee under the iviunicipal Equipment Lease Purchase Agreemen_ No. 30238, dated DEGE;~,1~ER 2, 1999 (the "lease"), vrith Amar)car Equipment Leasing, a division of EA8 Leasing Carp., ("Lessor"): hereby Certifies; 1. The "Equipment", as such term is defined in the Lease, Has been delivered and installed at the fallew~ing location: in the State of FLORI,^~A. VILLAGE OF NORTH PALM 6EACH NAME 6~1 U.S. HIGHbVAY I NORTH PALM BEACH, FL 334Oa STREET AQDRESS PALM sEACH NAME QF COUNTY 2. Lessee has conducted such inspection 2nd/or testing of the Equipment es it deems necessary anc aparopriata end hereby Ecknta~vlsdgas: (I) that !t acLepts the Equipment for al) purposes on the date indiLst:d aelo4v; (ii) that the ecuipm®nt has been exarr-ined and/or tested and is in goad operating order and condition; (iii) the equipment is in all seopeet3 ggti3fiqetdrY to the Lacocc. 3. Lessor is hereby authorized to pay the supplier for the equipment in accordance with the terms of any pur,hase orders, and o; the Lease. :4. No "Euont of Default", of ruch term is defined in tho L~a£c, and no event which uvth thv gi~rirg c{ notice or lap~a of time, ar both, would become an Event of Default, has occurred and is continuing on the date hereof. 5. Lessee acknowledges :het the Lessor is neither the Supplier (as such term is defined in the Lease), distributer, nor manufacturer of the Equipment end has no control, knowledge ar familiarity v,ith the conditio-,, cepac ry, func-icnirc a• other uf-arac:eristics of the i:auipment. LCSSEE: VIL~~GE QF NORTH PALM Accepted as of Dete:~l ~~ • `9EL American Equlpmant Leaaing EXHIBIT C CERTIFICATE OF ACCEPTANCE The undersigned, as Lessee under the Municipal Equipment Lease Purchase Agreement No. 80238, dated DECEMBER 2_ 1999 (the "Lease"1, with American Equipment Leasing, a division of EAB Leasing Corp., ("Lessor"I, hereby Certifies: 1. The "Equipment", as such term is defined in the Lease, has been delivered and installed at the following location: in the State of FLORIDA. VILLAGE OF NORTH PALM BEACH NAME 501 U.S. HIGHWAY I NORTH PALM BEACH, FL 33408 STREET ADDRESS PALM BEACH NAME OF COUNTY 2. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges: (i) that it accepts the Equipment for all purposes on the date indicated below; (iil that the equipment has been examined and/or tested and is in good operating order and condition; (iii) the equipment is in all respects satisfactory to the Lessee. 3. Lessor is hereby authorized to pay the supplier for the Equipment in accordance with the terms of any purchase orders, and of the Lease. 4. No "Event of Default", as such term is defined in the Lease, and no event which with the giving of notice or lapse of time, or both, would become an Event of Default, has occurred and is continuing on the date hereof. 5. Lessee acknowledges that the Lessor is neither the Supplier (as such term is defined in the Lease), distributor, nor manufacturer of the Equipment and has no control, knowledge or familiarity with the condition, capacity, functioning or other characteristics of the Equipment. LESSEE: VILLAGE OF NORTH PALM BEACH TITLE Accepted as of Date: • ram 8038-GC Information Return for Small lax-Exempt • Governmental Bond Issues, Leases, and Installment Sales oue r7o.,s,s-ono tpa~ Mar tray - Undor Irbrraal Rwanw Code seotbn 749(0) - For abndar yw eflAng 1q ..... lelwnal ae...w aen.r~ Nsi Form 805&G tl the Issue Prki of Ne 1SirN b 5100.000 «mon.l ~ . - • . Reportin Authori ... ........ -.___ Check Dox tl Amen/yd~red Retu~rjn 1 ^ t lasuer'a rome a ~eI'~V j$~ r ~/~uaG~c steer P N ~ Number ,nd svaet la P. . Dox Y mai u not dtlrvarod avast addraaa) FooMSUee ~~~ , Gry.t?..+1.«D~er~..~.~ID~dI3,~~~ ~ 334~g" OrG7H r~.,. I Description of Obligations I atlons reported rn 1Ns form mental ob0 5 4/ w ~ g . 5 Iswe price of small tax-exempt govern 6 Ch the box that most nearly approximates the weighted average maturity of the ob8gation(s~ a Lass than 5 years b ^ From 5 to 10 years c ^ M«e than 10 years 7 Check the box that most neary approximates the weighted averoga Merest nts on tits obligation(s): a ^ Less than 59: b ^ From 5Y. to 109'e c ^ More than 1095 8 Total issue price of the obOgaOon(s) reported on rme 5 that Isyare: se « installment sale l w f 8a , a ea n o a Obrigation(s) L~suad in the to r under section 265(b)(3)(B)(I)(Ilq i d b th 8b ssue e y b ObIlgaOon(s) designate s i i d 8c or ssue pr c Obligation(s) Issued to reNn roceeds of another tax-exempt obligation ade from the d L 8d p czns m . . . . . . . . e Check box if issue selected to a a shat In lieu of arbitra a rebate . . . . . . . ^ Please Sign Here Under pxuN rlury, I dctan W l I nave aeamined Nis nNn ,nd aoeompanyinq arladJat ,nd ,nt ter, aM b alo bars of my knerteCge +r+d De!+l 1nH ova, conac4 and complete. ,, ,, II r ~lfi~(1GH ,~HO*~t nkr bsuar i n ontalrcs Data Typo a pMt mrllo and atla ~- Paperwork Reduction Act Notice Wo esk 1« No hfortnaGon on Wa loan to carry out No Internal Rovenuo lewa of Ne Unnad Satoa You are required b gNe u, No Infortraticn. Wo hoed it to ensure Naf you are ccmplying wiN those lawn. Tha Limo headed to template and Ala tttis form vzrias Capendng on ind'rvldual cira~ms!u+c,a. The mtimatod average t'uno 19: Learning about the law or Na form 1 hr., 46 min. Propartnq the term 2 hr., 50 min. CODY!nq~ assomblln0. and sending No forth to trio IRS 76 min. If you have comments concerning Ne accurary of Nose limn mtimatm or ~~ suggasCCna far making Nis tone simply, wo would De happy to hear Irom you. You can unite to Na Internet Rovenuo Service, Anrnticn: Tax Farrre Committee, PC:FP, Washington, DC 2022d. DO NOT send No loan to Nis address. Instead, sea Whom To General Instructions Section relerences are to tAe Internal Revenue Code unless otherwise rated. Purpose of Form Forth 8016-GC is tiered Dy bwon of tax-exempt govemmanW o06galions b provide No IRS wIN Ns hlam+ation required Dy sectbn 749(e) and to rtnflil« the requirements of aeaiona 141 Nrough ISO. Who Must File Issuers of fax-exempt govammenW oDfigatidm with bwo pdcm of lose Nan 5700,000 must fJe Forth 6016-GC. lawora of ^ tax-exempt gov0rruaaanW obGgatton wIN an bwo pdco of 5700,000 « moro must fde Forth 8056-G, hfamnAm Rotum 1« Tax-Exertpt Govamrtnnlal ObGgationa. F01nq • teDarale r0lum-Woofer hero Ne option to file • separan Form 8056.00 t« env tax•oxomot oovynrtrntd oDGOation wkn en bwo pdce of lone Hari 5700,000. Esh such separat0 return should specify Ne Wander year h wNch itw bwo was Issued. M bay of • tax-0xempt Dond usod ;o BIWICe construction wyorWauves moat :le a asp0re(e Farm 6038-GC t« oath bwo b give noAce b No IRS Inert an slocticn was made to pry a penalty h Geu of aAitrage nDatO (soo ino 9lnsWCtiona). FAhq a eonto0datod return.-For all tax-axenpt govsmnwnlal obGgriona xitn testis pdeae or ksa Nan 5100.000 Nat tier not reported on s sspaate Fonn 8038-GC, an bwy rruat fle a conaofxkted hrcraticn roNm htaxing ea suN lsauaa issued within No W ender year. TAUa, N bsuy may Ale • separate Fcm 6039-GC t« .acn of a number or amaA bswa and roper N0 romaindy of smal Baum hatred dur4g No Wsndar year on one wmoAdated Forth 6038.00. Nowevy, a aaparan Farm 6038-GC must Co fJCd to g=ia ttn IRS ratko of No oloc6on b pay a ponaly h 8ai of srb6rago robato. ~.. YuY at. No. utoe6 Farm 8038-GC r~+v. s.vsl ,t 6/26/95 Published by Tax Management Inc., a Subsidiary of The Bureau of National ABatrs, Inc. 8073-CC.I r DfruuZyi ~Fcrm 8~38•U Information Return for Tax-Exempt Governmental Obligations - Undor Intomal Revenue Codo soetlon 1a9(e) OMa Na 7545-0720 (Aov. May 1995) - Soe awparaG InstrYellons. w~.~w a«..,~s~~r ~ (Note: Usa form 80.1aGC ll W ha» Pdw b wdarS700,000.) • t iswefa narrn ~ 2 Wwre emphyer Nantlneadon wmou J NUrMar and sueot (a P.O. Dox i} mat is not Ool'rvered to aVeel addroa) fbartVwko d Repon numDa C19 / 5 City, town, or post office, state, and ZIP coon e, a Date of roue 7 Nana of iswo a CUSIP wmba I 1 e Of ISSUe CheCK a li ble DOx eS anD emer the Issue nce 9 ^ Education (attach schedule-see ins coons) . 9 S 10 ^ Health and hospital (attach schedul a instructions), , , , 10 11 ^ Trznspanation 17 12 ^ Public safety, ,~ 12 13 ^ Env'vonment (vtcluding sewage bonds) . 13 14 ^ Housing 14 15 ^ Utilities 15 16 ^ Other. Describe (sae instructions) > 16 17 It obliga8ons are tax or other revenue enticlpation ds, check box > ^ j// 18 It oblieztions are In the form of a lease or installmen ale. fYteck box > ^ cal MalVnry bas (bl Intarsstrate 1<) tsauep Stated rdampaen Wa'ftad M YW Nat xlGirert pCe al ma nM • ma11/Itr COT. 19 Final maturity, 'y ~ / 20 Entire hsve / / ~,) __ ~ __ _ _ ) Years Y. Y 27 Proceeds used for accrued Interest . • 22 l'Ine 20, column (e Issue pdce of entire Issue (enter amount hom , 23 Proceeds used for bond issuance eoss (ncludnq underwdters' dst nq 23 24 Proceeds used for credit enhzncement . 24 25 Proceeds allocated to reasonaby required reserve tx replacement Nnd 25 26 Proceeds used to curtentry refund prior ksues 26 27 Proceeds used to advance round prior issues 27 28 Total (zdd lines 23 through 27), 30 Enter the remaining weighted average maturity of the bonds to be curtenty re , > ye zrs 37 Enter the remaining weighted average maturity of the bonds to be advance taco ed , } - ~ yezrs 32 Enter the last date on which the refunded bond•S will be called . , > 33 Enter lhs datefsl the refunded bands were issu > 3C Enter lha amount of the state volume cap I at d a issue under section 161(bJ( 34 36 Enter the unount cf the bonds designated by the Gon 265(b)(!)(8)BgIQ (srtaA'ssver a •ep6on) 35 360 Enter C1e zmanl of gross prcxeeds invested a to be vest in guaranteed imeslment conUact (36 a) 360 b Faster the finzl maturity data of the guaranteed roves ant conhact , - ~ ~/~/~/~//. 37 Potted f~nzncings: a Proceeds of Nis issue that are to ba used to make ktarts to other goremrrental ura 370 b II Otis issue is a loan made hom the proceeds of another tax•axempt issue, chak box > and enter the name ct we issuer > and the date of the iswe 36 It the issuer has elected to pay a penalty to lieu of arbitrage rebate, check box > ^ 39 If the issuer has identified a had e, check box > Vn.a penallia5 er per'ryry, I detlare wl I nave wmmW Vus rNwn srN eCeompugvq uaedla and uawcants, and w bu of my Iuw..leC;n and tidal, Rm ua Vw. rGrtxt. std comGau. Please I - \ Sign • Here Si atws of issue's aWariatl repaaenUtf/e Oab 1 T T J ypeUplM NmeaM ors For Pa parwork Reduction Act Notice, see page 1 of the Instructlons. ut.tb.pm5 Fenn 803&G psv. sasl e MneW av,rrytl./NTa .\ 6/26/95 Published by Tax Management Inc., a Subsldlary of The Bureau of Nalbnal Affairs, Inc. 8038-G.1 ~ `9EL American EQuipment Leasing EXHIBIT E INSURANCE AUTHORIZATION LETTER 1. To: Agent's Name:__~i /1pL ~A-~RrK/Nt Insurance Company: p~ Policy Number: Exp. Date: O, Fax #: _ _ Phone # : S61) HA7-~ In connection with Lease No. 80238 between VILLAGE OF NORTH'PALM BEACH ("Lessee") and American Equipment Leasing, a division of EAB Leasing Corp., ("Lessor"), you are hereby authorized and instructed to provide to Lessor evidence of insurance for the coverages and endorsements indicated below. Evidence of insurance in the form of a certificate is acceptable until formal endorsements can be issued. Please provide the evidence of insurance to Lessor. The insurance requirements listed below are required to cover the Equipment described in the Lease. LIABILITY REQUIREMENTS A. Public liability insurance, both personal injury and property damage, with a single limit of $1,000,000 per occurrence. B. Endorsement naming Lessor as an additional insured with respect to this Equipment. PROPERTY DAMAGE REQUIREMENTS A. All risk extended coverage, malicious mischief and vandalism, for not less than 510,000.00 (greater of full replacement value or Purchase option amount.) B. Endorsement naming Lessor as a co-loss payee with respect to this Equipment. GENERAL REQUIREMENTS A. Endorsement giving Lessor thirty days' prior written notice of the effective date of any material alteration or cancellation of such coverage. B. Endorsement confirming that the interest of Lessor shall not be invalidated by any actions, inactions, breach of warranty or conditions or negligence of the undersigned Customer. OR 2. Lessee hereby warrants and represents that it is self insured for all risk, physical damage and public liability and will provide proof of such self insurance in either form together with a copy of the statute authorizing this form in insurance. LE', By: Date: January 18, 2000 ~ ~9EL American Equipment Leaainp EXHIBIT F FORM OF AUTHORIZING RESOLUTION Whereas, VILLAGE OF NORTH PALM BEACH (the "Lessee"1, a body politic and corporate duly organized and existing as a political subdivision, municipal corporation or similar public entity of the State of FLORIDA is authorized by the laws of the State of FLORIDA to purchase, acquire and lease personal property for the benefit of the Lessee and its inhabitants and to enter into contracts with respect thereto; and Whereas, the Lessee desires to purchase, acquire and lease certain equipment constitution personal property necessary for the Lessee to perform essential governmental functions; and Whereas, in order to acquire such equipment, the Lessee proposes to enter into that certain Equipment Lease- Purchase Agreement (the "Agreement") with American Equipment Leasing, a division of EA8 Leasing Corp., (the "Lessor"1, the form of which has been presented to the governing body of the Lessee at this meeting; and Whereas, the governing body of the Lessee deems it for the benefit of the Lessee and for the efficient and effective administration hereof to enter into the agreement for the purchase, acquisition and leasing of the equipment 1"Lease"1 therein described on the terms and conditions therein provided; Now, Therefore, Be It And It Is Hereby Resolved; Section 1. Approval of Documents. The form, terms and provisions of the Lease are hereby approved in substantially the form presented at this meeting, with such insertions, omissions and changes as shall be approved by counsel of the Lessee or other members of the governing body of the Lessee executing the same, the execution of such documents being conclusive evidence of such approval; and the _ (Title) of the Lessee is hereby authorized and directed to execute, and the (Title) of the Lessee is hereby authorized and directed to attest and countersign, the Lease and any related exhibits attached thereto, and the Secretary/Clerk of the Lessee is hereby authorized to affix the seal of the Lessee to such documents. Section 2. Other Actions Authorized. The officers and employees of the Lessee shall take all action necessary or reasonably required by the parties to the Lease to carry out, give effect to and consummate the transactions contemplated thereby and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the Lease. Section 3. No General Liability. Nothing contained in this Resolution, the lease or any other instrument shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Lease or any other instrument or document executed in connection therewith impose eny pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the Rental Payments payable under the Lease are special limited obligations of the Lessee as provided in the Lease. Section 4. Section 2651b113) Designation. Lessee hereby designates the Lease as a "qualified tax-exempt obligation" for the purposes and within the meaning of Section 265(b)13) of the Internal Revenue Code of 1986, as amended. Lessee further represents that li) Lessee reasonably anticipates that Lessee and other entities that Lessee controls will not issue tax-exempt obligations (including the Lease) that exceed the aggregate principal amount of 510,000,000 during the calendar year in which the Lease is executed and delivered; (ii) no portion of the gross proceeds of the Lease will be used to make or finance loans to persons other than governmental units or be used in any ~ade or business carried on by any person other than a governmental unit; and (iii) the Lease is issued to provide rinancing as a qualified project bond within the meaning of the Tax Reform Act of 1986. Section 5. Severability. If any section, paragraph, clause or provision of this Resolution shall for any reason be SEE ATTACHED RESOLUTION hela to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. Section 6. Repealer. All bylaws, orders and resolutions or part thereof, inconsistent herewith, are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order, resolution or ordinance or part thereof. Section 7. Effective Date. This Resolution shall be effective immediately upon its approval and adoption, Adopted and Approved by the governing body of the Lessee this Date The undersigned certifies that he/she is the (Title) of the Lessee and is the duly elected, qualified and acting (Title) of the Lessee and has custody of the records and minutes of the proceedings of the Lessee, and further certifies that the above resolution was duly adopted by the Lessee and said resolution has not been amended, altered, or repealed and remain(s) in full force and effect on the date hereof. Signature: Secretary/Clerk (SEAL) Name Printed: Date: `9EL • Amerlcen Equipment Leaaing EXHIBIT G INCUMBANCY CERTIFICATE I do hereby certify that: 11 I am the duly elected or appointed and acting Village Clerk (Title) of VILLAGE OF NORTH PALM BEACH , ("Lessee") a body corporate and political, duly organized and existing under the laws of the State of FLORIDA; 21 that I have custody of records of such entity, and that as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names; 31 la) the signatures set opposite their respective names and titles are their true and authentic signatures and (b) such officers have the authority on behalf of such entity to enter into that certain Equipment Lease No. 80238, dated DECEMBER 2, 1999 between Lessee and American Equipment Leasing, a division of EAB Leasing Corp. LESSEE: VILLAGE OF NORTH PALM BEACH 1 Frlwarrl M E15~P~ Mdyor !.~ ;/~ (Name) (Title) (Sign turel 2. (Name) (Title) (Signature) 3 (Name) (Title) (Signature) WITNESS WHEREOF, I have duly executed this certificate end affixed the seal of such entry hereto this Date: January 18, 2000 G e retary/Clerk • DEL STREET AMERICAN EQUIPMENT LEASING MUNICIPAL EQUIPMENT LEASE PURCHASE 6 Commerce Drive, Reading, PA 196079704 AGREEMENT 610.775.3134 1.800.AEL.RENT Fax 610.775.9646 CUSTOMER NO. 80238 DATE December 2, 1999 cfTy STATE 121P 1. AGREEMENT TO LEASE. For and in consideration of the mutual promises and agreements herein contained and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Lessee agrees to lease to Lessee end lessee agrees to lease from Lessor, the Equipment described on Exhibit A attachetl hereto I"Equipment"1 in accordance with the tollowing terms and conditions of this Municipal Equipment Lease Purchase Agreement I"Lease"I. 2. DEFINITIONS. Unless the context otherwise clearly required, the following terms shall have the respective meanings set torth below for all purposes of this Lease: "Acceptance Certificate" means a certificate in substantially the form attached hereto as Exhibit "C" and which shall be delivered by Lessee to Lessor upon receipt and acceptance of the Equipment as provided in Paragraph 9 hereof. "Additional Payments" means any amounts )other than Rental Payments) required to be paid by Lessee pursuant to the terms of this Lease. "Code" means the Internal Revenue Code of 1966, as amended. Each reterence to a section of the code herein shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder, "Dated Dale" means the date hereinabove first written. "Equipment" means lal the equipment identified in Exhibit A hereto, Ibl any property required in substitution, renewal, repair or replacement for or as additions, improvements, accessions and accumulations to any or Such equipment and ICI any accessories, equipment, parts and appurtenances appertaining or attached to any of such equipment or from time to time incorporated therein or installed thereon. "Event of Default" is defined in Paragraph 24 hereof. "Even[ of Nonappropriation" means a nonrenewal of the term of this Lease by Lessee, determined by the failure or refusal of the governing body of Lessee to appropriate moneys sufficient to pay the Rental Payments and reasonably estimated Additional Payments for the next succeeding Renewal Term as provided herein. "Fiscal Period" means the annual or biennial period used from time to time by Lessee for its financial accounting and budgeting purposes. Lessee's current Fiscal Period is set forth in Exhibit A attached hereto. "Initial Term" means the period from the Dated Date to midnight of the last day of Lessee's current Fiscal Period. "Lease" means this Municipal Equipment Lease Purchase Agreement, es supplemented and amended from time to time in accordance with Paragraph 30 hereof. "Lease Documents" means this Lease, all Schedules and Exhibits to this Lease, all instruments and documents delivered or prepared in connection herewith, and all other documents related to the transzc[ions contemplated by this Lease. "Legally Available Funds" means funds that the governing body of Lessee duly appropriated or are otherwise legally available for the purpose of making Payments under the Lease. "Lessee" means the entity referred to as Lessee in the first paragraph of this Lease. "Lessor" means la) the entity referretl to as Lessor in the first paragraph of this Lease or (bl any assignee or transferee of any right, title or interest of Lessor in and to the Equipment or this Lease (including Rental Payments). "Net Proceeds" means the amount remaining from the gross proceeds of any insurance claim or condemnation award after deduction all expenses )including attorneys' fees) incurred in the collection of such claim or award. "Payments" means the Rental Payments and the Additional Payments, Collectively. "Purchase Option Price" means the price determined pursuant to Paragraph 9 hereof (aI et which Lessee may purchase from lessor ell of the Equipment on any Rental Payment date prior to the scheduled payment of all Rental Payments to be paid hereunder for the Equipment. "Purchase Price" means the total cost of the Equipment, including all delivery charges, installation charges, legal fees, financing costs, recording and filing fees and other cost necessary to vest full, clear legal title to the Equipment in Lessee, subject to the security interest granted to and retained by Lessor as set forth in this Lease and otherwise incurred in connection with the financing provided by the lease-purchase of the Equipment as herein provided. "Renewal Term" means each successive period, in addition tot he Initial Term, that is Coextensive with Lessee's Fiscal Period and for which Lessee has extended the term of this Lease as provided in Paragraph 3 hereof. "Rental Payments" means the amounts (allocable to a principal component end an Interest component) payable by Lessee pursuant to Paragraph 4 hereof, as payments for the Purchase Price for the Equipment es set forth in Exhibit B attached hereto. "State" means the Slate identified in Exhibit A attached hereto. "Supplier" means the person Irom whom Lessor shall purchase the Equipment subject of this Lease. 3. TERM. The Initial Term shall commence as of the Dated Date end expire et midnight On the last day of Lessee's current Fiscal Period. Beginning at the expiration of the Initial Term, the term of this Lease shall automatically be extended upon the successive appropriation by Lessee's governing body of amounts sufficient to pay Rental Payments and reasonably estimated Additional Payments during the next succeeding Renewal Term in the number of Renewal Terms each coextensive with Lessee's Fiscal Period, as are necessary for all Rental payments identified on Exhibit B hereto to be paid in full, unless this Lease is terminated as provided in Paragraph 25 hereof. The terms of this Lease will expire upon the first to occur or lal the expiration of the Initial Term or any Renewal Terms during which an Event of Nonappropriation occurs, Ib) the day after the last scheduled Rental Payment shown on Exhibit B hereto is paid in full, Icl the day after the Purchase Option Price is paid in full pursuant to Paragraph 6 hereof, except as otherwise therein provided, or Id) an Event of Default and a termination of Lessee's rights under this Lease as provided in Paragraph 25 hereof. 4. RENTAL PAYMENTS. Lessee hereby agrees to pay Rental Payments for the Equipment from and after the Dated Oate Ibut only from Legally Available Funds) to Lessor at Lessors mailing address set forth above (or at such other address as may be designated from time to time pursuant to Paragraph 22 fl in the amounts and on the dates specified in Exhibit B attached hereto. Rental Payments made by check will be accepted subject to collection. s obligation [o make Rental Payments and to pay any Additional Payments payable under this Lease constitutes a current obligation payable ;ively from Legally Available Funds and shall not be construed to be an indebtedness within the meaning of any applicable constitutional or statutory limitation or requirement. Lessee has not pledged its full faith end credit or its taxing power to make any Rental Payments or any Additional Payments under this Lease, and Lessee shall not permit any person or entity (including the federal government) to guarantee any Rental Payments under this Lease. Should Lessee fail to duly pay any part of any Rental Payment or other sum to be paid to Lessor hereunder, within 10 days of the date when due, th Lesse shall pay to Lessor a late charge equal to ten per cent 110%) of the delinquent payment, or the highest amount permitted by law, which er 's ser. initials 13. TITLE 70 EGUIPMENT; SECURITY INTEREST. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest In lessee subject to Lessor's rights untler this Lease, provitled, however, that li) in tha event of termination of this Lease by Lessee pursuant to An Event or ~onappropriation or; (ii) upon the occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing; or liiil in the event that the purchase option has not been exercised prior to the Termination Date, title will immediately vest in Lessor or its assigns without any action by Lessee and Lessee shall immediately surrender possession of the Equipment to Lessor. In order to secure all of its obligations hereunder, Lessee hereby li) grants to Lessor firs[ and prior security interest in any and all additions, attachments accessions, and substitutions thereto, and on any proceeds from; liil agrees that it shall protect and defend Lessee's title to the Equipment and lessor's rights and interests therein, and will otherwise keep the ment free and clear from any and all claims, liens antl encumbrances of Lessee's creditors;liii) agrees that this Lease may be filed as a financing ment evidencing such security interest; and livl agrees to execute and deliver all financing statements, certificates of title and other instruments in form satisfactory to Lessor necessary or appropriate to evidence such security interest, and appoints Lessor as its attorney in fact to execute any financing statement on Lessee's behalf. All items of Equipment shall at all times be and remain personal properly notwithstanding that any such Equipment may now or hereafter be affixed to realty; in addition, if requested by Lessor, lessee will, at Lessee's expense, furnish a waiver of any interest in [he Equipment from any party having an interest in any such real estate or building. Lessee acknowledgos that It Is acquiring, purchasing and leasing the Equipment "where-is/as Is" and "with all faults." 14. TAX MATTERS, COVENANTS, WARRANTIES, REPRESENTATIONS AND AGREEMENTS. Lessee and Lessor assume that Lessor or its assigns can, and intend that, Lessor will be able to exclude the interest component of Rental Payments on the Lease from its federal gross income. Lessee hereby desiynates this Lease as a qualified tax-exempt obligation" for the purposes and within the meaning of Section 265(bl(31 of the Code. Accordingly, Lessee warrants, represents, covenants, and agrees as follows: lit Lessee will not take any action that would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes, nor will it omit to take or Cause to be taken, in timely manner, any action, which omission would cause the interest component of Rental Payments to be or to become Ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes; (iii Lessee will rebate an amount equal to excess earning on any Escrow Fund to the United States government if requiretl by, and in accordance with, Section 1481f1 of the Code and to make the annual determinations and maintain the records applicable thereto; IiiilLessee will use a book entry to record the identity of any assigns so as to meet the requirements of Section 1491a) of the Code; Iiv1 Lessee will complete and file in a timely manner an information reporting return )either Form 8038-G or Form 8038-GC, as appropriate) in the form attached as Exhibit D hereto with respect to this Lease as required by Section 149(e) of the Code; Iv) Lessee will not permit the proceeds of the Lease to be directly or indirectly used for a private business use within the meaning of Section 141 of the Code; (vii Lessee will ensure that any monies deposited by Lessor into escrow are not invested in such a manner as to result in the Lease being treated as an "arbitrage bond" or "federally guaranteed bond" within the meaning of Section 1461a1 or Section 1491b1 of the Code, respectively; (vi) Lessee will comply with all provisions and regulations applicable to excluding interest from Federal gross income pursuant to Section 103 of the Code; and Iviil Lessee will cause to be executed and delivered to Lessor a No Arbitrage Certificate if requested. Iviiil neither Lessee nor any agency or unit of Lessee has on hand any property, including cash and securities, that is legally required or otherwise restricted Inc matter where held or the source thereof) to be used directly or indirectly to purchase the Equipment; and (ixl Lessee has no[ and will not establish any tuntls or accounts (no matter where held or the source thereof) the use of which is legally required or otherwise restricted to pay directly or indirectly Rental Payments under this Agreement and a rental payment fund that will not earn 5100.000 or more in one year; and 1x1 that Lessee and other entities that Lessee controls will not issue tax-exempt obligations (including this Lease) that exceed the aggregate principal amount of 510,000,000 during the calendar year in which this Lease is executed or delivered. 15. TAX INDEMNITY PAYMENTS. If Lessee breaches any covenant, warranty or representation contained in Paragraph 14 or any other provision under this Lease, the interest component of Rental Payments may become includable in gross income of the owner or owners thereof for federa! income tax purposes. Accordingly if Lessor either (11 receives notice, in any form, from the Internal Revenue Service or (ii) reasonably determines, based on an opinion of independent tax counsel selected by Lessor and approved by Lessee (which approval Lessee shall not unreasonably withhold) that Lessor may not exclude interest from federal gross income, then Lessee shall pay to Lessor, within thirty 130) days en amount equal to the sum o1 Ix) penalties, fines, interest and additions to tax )including taxes imposed on the interest payments paid under the Lease through the date of such event) that ere imposed on Lessor as a result of the loss of exclusion and that Lessor cannot deduct in computing its federal income tax liability divided by one minus the highest Federal regular marginal tax rate in effect for the tax period for which Lessor lost the exclusion plus lyl penalties, fines, interest and additions to tax that are imposed on Lessor as a result of the loss of the exclusion and that Lessor can deduct in computing federal income tax liability. Additionally, Lessee agrees that upon the occurrence of such an event, it shall pay as additional interest to Lessor on each succeeding payment due date under the Lease such amounts as will be determined by Lessor to Compensate Lessor for the loss of Such excludability and maintain Lessor's after tax yield evidenced by this Lease (including, without limitation, compensation relating to interest expense, penalties or additions to taxi, which determination shall be conclusive (absent manifest error). It is Lessor's and Lessee's intention that this Lease not constitute a "true' lease for federal income tax purposes and, therefore, it is Lessor's and Lessee's intention that Lessee be considered the owner of the Equipment for federal income tax Durposes. In addition to the foregoing, 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. Lessee agrees that lit it will do or cause to be done all things necessary to preserve and keep the Lease In full force and effect (ii) h has complied with all bidding requirements where necessary and by due notification presented this lease for approval and adoption as a valitl obligation on its part, and (iii) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period. 16. USE; MAINTENANCE; REPAIRS. Lessee will use the Equipment in a careful and proper manner for the use contemplated by the manufacturer for the Equipment and shall comply with all applicable laws, ordinances, insurance policies and regulations relating to, and will pay all costs, claims damages, fees and charges arising out of its possession, use or maintenance. Lessee, at its expense, will keep the Equipment in good working order and repair antl furnish all parts, mechanisms and devices required therefor, performing all maintenance and servicing necessary to maintain the value of the Equipment. reasonable wear antl tear excepted. Lessee will not make any alteration, 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. 17. LOCATIONS; INSPECTION. The Equipment will not be removed from Its permanent base will not be changed from the Equipment location at the address on Exhibit "A" without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Lessee's premises or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation. 1 LIENS AND TAXES. Lessee shall keep the Equipment free and clear of ell levies, liens end encumbrances except those created under this Lease. e shall pay, when due, all charges, license fees end taxes (including sales, uses, advalorem, personal property, rental, documentary and all other imposed by any governmental body (whether local, state or federal) which may now or hereafter be imposed upon the ownership, leasing, rental, . purchase, possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income. If Lessee tails to pay said charges, and tax whe due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes. If lessor pays any charges or Lazes, Lessee shall r i burs essor therefor plus pay an administrative fee of 550.00 per year for any year that such tees shall be Daid by Lessor. _initials DEL STREET AMERICAN EQUIPMENT LEASING MUNICIPAL EQUIPMENT LEASE PURCHASE 6 Commerce Drive, Reading, PA 79607-9704 AGREEMENT 670.775.3134 1,BOO.AEL.RENT Fax 610.775.9646 CUSTOMER NO. 80238 DATE December 2, 1999 CITY STATE 121P 1. AGREEMENT TO LEASE. For and in consideration of the mutual promises and agreements herein contained and Other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Lessee agrees to lease to Lessee end lessee agrees to lease from Lessor, the Equipment described on Exhibit A attached hereto I"Equipment"1 in accordance with the following terms and conditions of this Municipal Equipment Lease Purchase Agreement I"Lease"I. 2. DEFINITIONS. Unless the content otherwise Clearly required, the following terms shall have the respective meanings Set forth below for all purposes of this Lease: "Acceptance Certificate" means a certificate in substantially the form attached hereto as Exhibit "C" and which shall be delivered by Lessee to Lessor upon receipt and acceptance of the Equipment as provided in Paragraph 9 hereof. "Additional Payments" means any amounts (other than Rental Payments) required to be paid by Lessee pursuant to the terms of this lease. "Code" means the Internal Revenue Code of 1986, as amended. Each reference to a section of the code herein shall be deemed to include [he United States Treasury Regulations proposed or in effect thereunder. "Dated Date" means the date hereinabove first written. "Equipment" means lal the equipment identified in Exhibit A hereto, Ibl any property required in substitution, renewal, repair or replacement for or as additions, improvements, accessions and accumulations to any or such equipment and Icl any accessories, equipment, parts and appurtenances appertaining or attached to any of such equipment or from time to time incorporated therein or installed thereon. "Event of Default" is defined in Paragraph 24 hereof. "Event of Nonappropriation" means a nonrenewal of the term of this lease by Lessee, determined by the failure or refusal of the governing body of Lessee to appropriate moneys sufficient to pay the Rental Payments and reasonably estimated Additional Payments for the next succeeding Renewal Term as provided herein. "Fiscal Period" means the annual or biennial period used from time to time by Lessee for its financial accounting and budgeting purposes. Lessee's current Fiscal Period is set forth in Exhibit A attached hereto. "Initial Term" means the period from the Dated Date t0 midnight of the last day of Lessee's Current Fiscal Period. "Lease" means this Municipal Equipment Lease Purchase Agreement, es suDPlemented and amended from time to time in accordance with Paragraph 30 hereof. "Lease Documents" means this Lease, all Schedules and Exhibits to this Lease, all instruments and documents delivered or prepared in connection herewith, and all other documents related to the transzctions contemplated by this Lease. "Legally Available Funds" means funds that the governing body of Lessee duly appropriated or are otherwise legally available for the purpose of making Payments under the Lease. "Lessee" means the entity referred to as Lessee in the first paragraph of this Lease. "Lessor" means la) the entity referred to as Lessor in the first paragraph of this Lease or (bl any assignee or transferee of any right, title or interest of Lessor in and to the Equipment or this Lease (including Rental Payments). "Net Proceeds" means the amount remaining from the gross proceeds of any insurance claim or condemnation award after deduction all expenses (including attorneys' fees) incurred in the collection of such claim or award. "Payments" means the Rental Payments and the Additional Payments, collectively. "Purchase Option Price" means the price determined pursuant to Paragraph 9 hereof Ia1 et which Lessee may purchase from Lessor all of the Equipment on any Rental Payment date prior to the scheduled payment of all Rental Payments to be paid hereunder for the Equipment. `Purchase Price" means the total cost of the Equipment, including all delivery charges, installation charges, legal fees, financing costs, recording and filing fees and other cost necessary to vest full, clear legal title to the Equipment in Lessee, subject to the security interest granted to and retained by Lessor as set forth in this Lease and otherwise incurred in Connection with the financing provided by the lease-purchase of the Equipment as herein provided. "Renewal Term" means each successive period, in addition tot he Initial Term, that is coextensive with Lessee's Fiscal Period and for which Lessee has extended the term of this Lease as provided in Paragraph 3 hereof. "Rental Payments" means the amounts (allocable to a principal component and an interest component) payable by Lessee pursuant to Paragraph 4 hereof, as payments for the Purchase Price for the Equipment e8 Bet forth in Exhibit B attached hereto. "State" means the State identified in Exhibit A attached hereto. "Supplier" means the person from whom Lessor shall purchase the Equipment subject of this Lease. 3. TERM. The Initial Term shall commence as of the Dated Date and explre at midnight on the last day of Lessee's current Fiscal Period. Beginning at the expiration of the Initial Term, the term of this Lease shall automatically be extended upon the successive appropriation by Lessee's governing body of amounts sufficient to pay Rental Payments and reasonably estimated Additional Payments during the next succeeding Renewal Term in [he number of Renewal Terms each coextensive with Lessee's Fiscal Period, as are necessary for all Rental payments identified on Exhibit B hereto to be paid in full, unless this Lease is terminated as provided in Paragraph 25 hereof. The terms of this Lease will expire upon the first to occur or lal the expiration of the Initial Term or any Renewal Terms during which an Event or Nonappropriation occurs, Ibl the day after the last scheduled Rental Payment shown on Exhibit B hereto is paid in full, Icl the day after the Purchase Option Price is paid in full pursuant to Paragraph 6 hereof, except as otherwise therein provided, or Id) an Event of Default and a termination of Lessee's rights under this Lease as provided in Paragraph 25 hereof, 4. RENTAL PAYMENTS. Lessee hereby agrees to pay Rental Payments for the Equipment from and after the Dated Date Ibut only from Legally Available Funds) to Lessor at Lessors mailing address set forth above for at such other address as may be designated from time to time pursuant to Paragraph 22 fl in the amounts and on the dates specified in Exhibit B attached hereto. Rental Payments made by check will be accepted subject to collection. • s obligation to make Rental Payments and to pay any Additional Payments payable under this Lease constitutes a current obligation payable ;ively from Legally Available Funds and shall not be construed to be an indebtedness within the meaning of any applicable constitutional or statutory limitation or requirement. Lessee has not pledged its full faith and credit or its taxing power to make any Rental Payments or any Additional Payments under this Lease, and lessee shall not permit any person or entity (including the federal government) to guarantee any Rental Payments under this Lease. Should Lessee fail to duly pay any part of any Rental Payment or other sum to be paid to Lessor hereunder, within 10 days of the date when due, th Lesse shall pay to Lessor a late charge equal to ten per cent 110%) of the delinquent payment, or the highest amount permitted by law, which er s ser. nitials 5. AGREEMENT TO SEEK APPROPRIATIONS; NOTICE OF EVENT OF NONAPPROPRIATION. Lessee agrees that its primary business otlicis', will do all things lawfully within such official's power Is) to include amounts to make Payments hereunder in each annual or biennial budget (as appropriate) to be submitted to Lessee's governing body and Ibl to use best efforts to obtain and maintain funds from which Payments under this Lease may be made. Lessee hereby agrees to notify Lessor immediately lend in no case later than 30 days prior to the last day of its then current Fiscal Period) 01 the occurrence of an Event of Nonappropriation, 6. ESSENTIALITY. Lessee's present intention is to make Rental Payments and Additional Payments for the Initial Term and all Renewal Terms as s n has legally Available Funds. In that regard, Lessee represents that le) the use and operation of the Equipment is essential to its proper, eflici~ economic governmental operation end (b) the functions performed by the Equipment could not be transferred to other equipment available for it Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior tot he last Rental Payment (including all Renewal Terms) scheduled to be paid hereunder. 7. NONSUBSTITUTION. If Lessor terminates this Lease pursuant to Paragraph 25 or an Event of Nonappropriation occurs, Lessee agrees, to the extent not prohibited by law, not to purchase, lease, rent or otherwise acquire equlpment performing }unctions similar to those performed by the Equipment or obtain from any source the services or information the Equipment was to pertorm or provide, in each case for a period equal to the shorter of lal the longest period (if any) permitted by law for such purpose or Ibl 360 days attar such termination or occurrence. 8. INTEREST. If under applicable law as part of the Rental Payments or any other amount payable hereunder is deemed or determined to be imputed interest, finance charges or time price differential ("Interest"I, Lessor end Lessee agree that the Rental Payments shall be deemed to be level payments of principal antl Interest, with such Interest accruing on principal amounts outstanding from time to time. The rate of such Interest is not intended to exceed the maximum rate or amount of interest permitted by applicable law. It the Interest exceeds such mazlmum, then at Lessor's option, if permitted by law, the Interest payable will be reduced to the legally permitted maximum amount of interest, and any excessive Interest will be used to reduce the principal amount of Lessee's obligation or be refunded to Lessee. 9. PURCHASE OPTION. Lessee is hereby granted the option to purchase the Equipment (in whole but not in part), prior to the scheduled payment o1 the Rental Payments in tull pursuant to this Lease, on each Rental Payment date at a price equal to the Purchase Option Price shown for the Rental Payment date on which such purchase is to be effective under the column titled 'Purchase Option Price" on Exhibit B hereto. To exercise the option granted under this Paragraph 9, Lessee shall give Lessor a written notice exercising such option and designating the Rental Payment date on which such purchase is to be effective and the applicable Purchase Option Price, which notice shall be delivered to Lessor at least thirty 1301 days in advance of the proposed purchase date. The purchase option herein granted may be exercised by Lessee whether or not one or more Events of Default have occurred and are then continuing at the time of such exercise; provided, however, that the purchase of the Equipment upon the exercise of such option during the continuance of an Event of Default shall not limit, reduce or otherwise affect liabilities or obligations that Lessee has incurred as a result of such Event of Default or otherwise terminate the term of this Lease notwithstanding anything in this Lease to the contrary. Immediately upon any such purchase being made, Lessor shall execute ell documents necessary to confirm in Lessee free and unencumbered titre in and to the Equipment (including but not limited to bills of sale), but without warranties and in "where-is, as-is" condition, and release Lessor's security interest in the Equipment and shall deliver such documents to Lessee. Lessor shall further cooperate in providing for the tiling of any necessary releases or other similar documents. 10. DELIVERY AND ACCEPTANCE. lal Lessee will cause the Equipment to be delivered to Lessee at the location specified on the Delivery and Acceptance Certificate. Lessee will pay all transportation end other costs, i1 any, incurred in connection with the delivery and installation of the Equipment. Lessee will inspect the Equipment immediately upon delivery end will accept the Equipment as soon as it has been delivered end is operational. Ibl Unless Lessee gives Lessor written notice to the contrary not more than seventy-two hours after such delivery, Lessee agrees that it will be conclusively presumed that: (il Lessee has inspected the Equipment; (ii) the Equipment comply with the terms and conditions o1 this Lease and the Lease Documents; lift) Lessee acknowledges receipt of the Equipment in good condition and repair; and (iv) Lessee has accepted the Equipment. Lessee will evidence its acceptance o1 the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor: lit setting forth the matters provided in this subparagraph (b); (ii) approving the invoice for the Equipment; and (iii) requesting Lessor to pay Vendor the purchase price therefor. 11. DISCLAIMER OF WARRANTIES. LESSEE IS SOLELY RESPONSIBLE FOR THE SELECTION OF BOTH (II THE EQUIPMENT, AND lit) THE SUPPLIER FROM WHOM LESSOR IS TO PURCHASE THE EQUIPMENT. LESSEE WARRANTS THAT LESSEE HAS NEGOTIATED OR WILL NEGOTIATE DIRECTLY WITH THE SUPPLIER WITH REFERENCE TO THE EQUIPMENT. LESSEE HEREBY ACKNOWLEDGES THAT LESSOR HAS NOT PARTICIPATED AND WILL NOT PARTICIPATE IN SAID NEGOTIATIONS AND HAS AND WILL HAVE NO KNOWLEDGE OF THE QUALITY AND FITNESS OF THE EQUIPMENT. LESSOR AGREES TO ORDER EQUIPMENT FROM THE SPECIFIED SUPPLIER, BUT LESSOR SHALL HAVE NO RESPONSIBILITY FOR SUPPLIER'S OR MANUFACTURER'S DELAY OR FAILURE TO FULFILL SUCH ORDER. LESSEE ACKNOWLEOGES AND AGREES 11) THAT THE EQUIPMENT IS OF A S12E AND DESIGN AND CAPACITY SELECTED BY LESSEE; (ill THAT LESSOR IS NEITHER A MANUFACTURER NOR SUPPLIER OF SUCH EQUIPMENT; (III) THAT LESSOR HAS NO7 MADE, AND DOES NOT MAKE UNDER THE TERMS OF THIS LEASE, ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, DESIGN, OPERATION, FITNESS FOR USE, SUITABILITY OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OF IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE, WORKMANSHIP, COMPLIANCE WITH THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICATION OR CONTRACT PERTAINING TO THE EQUIPMENT OR COPY-RIGHT INFRINGEMENT, TRADE SECRET INFRINGEMENT, PATENT INFRINGEMENT OR PATENT DEFECTS OR ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT OF ANV KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO; (IVI THAT LESSOR SHALL NOT BE OBLIGATED OR LIABLE FOR THE 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 LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE EQUIPMENT AND THE MAINTENANCE THEREOF. Lessor hereby assigns to Lessee during the Term hereof all manufacturer's and Supplier's agreements, warranties, and/or representations it 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 o1 any such agreements, warranties and/or representations shall be against the manufacturer and/or SuDPlier of the Equipment, and not against lessor, nor shall such matter have any effect whatsoever on the rights and obligations o1 Lessor with respect to this Lease, including the right to receive full antl timely payments hereunder. 12. SUPPLIER NOT AN AGENT. LESSEE UNDERSTANDS AND AGREES THAT NEITHER THE SUPPLIER NOR ANY SALESPERSON OR OTHER AGENT OF THE SUPPLIER IS AN AGENT OF LESSOR. NO SALESPERSON OR OTHER AGENT OF THE SUPPLIER IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS LEASE OR ANY OF THE LEASE DOCUMENTS, AND NO STATEMENT OR REPRESENTATION BV THE SUPPLIER OR ITS AGENTS RELATING TO THE EQUIPMENT OR ANV OTHER MATTER SHALL AFFECT LESSEE'S DUTY TO PAY ANY RENT DUE HEREUNDER OR UNDER ANV LEASE DOCUMENT, AND TO PERFORM LESSEE'S OTHER COVENANTS, OBLIGATIONS AND WARRANTIES AS SET FORTH IN THIS LEASE OR ANV LEASE DOCUMENT. • `~~ initials -` . 13. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in Lessee subject [o Lessor's rights under this Lease, provided, however, that li) in the event of termination of this Lease by Lessee pursuant to An Event of Nonappropriation or; (iii upon the occurrence of an Event of Default hereunder, end as long as such Event of Default is continuing; or )iii) in the event that the purchase option has no[ been exercised prior to the Termination Oate, title will immediately vest in Lessor or its assigns without any action by Lessee and Lessee shall immediately surrender possession of the Equipment to Lessor. In order to secure all of its obligations hereunder, Lessee hereby lil grants to Lessor first and prior security interest in any and all additions, attachments accessions, and substitutions thereto, and on any proceeds from; liil agrees that it shall protect and defend Lessee's title to the Equipment and lessor's rights and interests therein, and will otherwise keep the ment free and clear from any antl all claims, liens and encumbrances of Lessee's creditors;liiil agrees that this Lease may be filed as a financing ment evidencing such security interest; and (iv) agrees to execute and deliver all financing statements, certificates of title and other instruments in form satisfactory to Lessor necessary or appropriate to evidence such security interest, and appoints Lessor as its attorney in fact to execute any financing statement on Lessee's behalf. All items of Equipment shall at all times be and remain personal property notwithstanding that any such Equipment may now or hereafter be affixed to realty; in addition, if requested by Lessor, Lessee will, ai 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, Lessee acknowledges that It Is acquiring, purchasing and leasing the Equipment "where-Is/as Is" and "with all faults." 14. TAX MATTERS, COVENANTS, WARRANTIES, REPRESENTATIONS AND AGREEMENTS. Lessee and Lessor assume that lessor or its assigns can, and intend that, Lessor will be able to exclude the interest component of Rental Payments on the Lease from its federal gross income. Lessee hereby designates this Lease as a qualified tax-exempt obligation" for the purposes end within the meaning of Section 2651b1131 of the Code. Accordingly, Lessee warrants, represents, covenants, and agrees as follows: lil Lessee will not take any action that would cause the interest Component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes, nor will it omit to take or cause to be taken, in timely manner, any action, which omission would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof (or federal income tax purposes; liil lessee will rebate an amount equal to excess earning on any Escrow Fund to the United States government if required by, and in accordance with, Section 1481(1 of the Code and to make the annual determinations and maintain the records applicable thereto; IiiilLessee will use a book entry to record the identity of any assigns so as to meet the requirements of Section 149(a) of the Code; (iv) Lessee will complete and file in a timely manner an information reporting return (either Form 8038-G or Form 8038-GC, as appropriate) in the form attached as Exhibit D hereto with respect to this Lease as required by Section 149(e) of the Code; Ivl Lessee will not permit the proceeds of the Lease to be directly or indirectly used for a private business use within the meaning of Section 141 of the Code; Ivil Lessee will ensure that any monies deposited by Lessor into escrow are not invested in such a manner as to result in the Lease being treated as an "arbitrage bond" or "federally guaranteed bond" within the meaning of Section 1481e1 or Section 1491b) of the Code, respectively; (vii Lessee will comply with all provisions and regulations applicable to excluding interest from Federal gross income pursuant to Section 103 of the Code; and Iviil Lessee will cause to be executed and delivered to Lessor a No Arbitrage Certificate if requested. (viii) neither Lessee nor any agency or unit or Lessee has on hand any property, including cash and securities, that is legally required or otherwise restricted Ino matter where held or the source thereof) to be used directly or indirectly to purchase the Equipment; and lixl Lessee has not and will not establish any funds or accounts Ino matter where held or the source thereof) the use of which is legally required or otherwise restricted to pay directly or indirectly Rental Payments under this Agreement end a rental payment fund that will nct earn S 100,000 or more in one year; and Ixl that Lessee and other entities that Lessee controls will not issue tax•exempt obligations (including this Lease) that exceed the aggregate principal amount of 510,000,000 during the calendar year in which this Lease is executed or delivered. 15. TAX INDEMNITY PAYMENTS. If Lessee breaches any covenant, warranty or representation contained in Paragraph 14 or any other provision under this Lease, the interest component of Rental Payments may become includable In gross income of the owner or owners thereof for federal income tax purposes. Accordingly if Lessor either 111 receives notice, in any form, from the Internal Revenue Service or (ii) reasonably determines, based on an opinion of independent tax counsel selected by Lessor end approved by Lessee (which approval Lessee shall not unreasonably withhold) that Lessor may not exclude interest from federal gross income, then Lessee shall pay to Lessor, within thirty 1301 days en amount equal to the sum of 1x1 penalties, fines, interest and additions to tax )including taxes imposed on the interest payments paid under the Lease through the date of such event) that ere imposed on Lessor as a result of the loss of exclusion and that lessor Cannot deduct in Computing its federal income tax liability divided by one minus the highest Federal regular marginal tax rate in effect for the tax period for which Lessor lost the exclusion plus IYI penalties, fines, interest and additions to tax that are imposed on Lessor as a result of the loss of the exclusion end that Lessor can deduct in computing federal income tax liability. Additionally, Lessee agrees that upon the occurrence of such an event, it shall pay es additional interest to Lessor on each succeeding payment due date under the Lease such amounts as will be determined by Lessor to Compensate Lessor for the loss of such excludability and maintain Lessor's after tax yield evidenced by this Lease (including, without limitation, compensation relating to interest expense, penalties or additions to taxi, which determination shall be conclusive (absent manifest error). It is Lessor's and Lessee's intention that this Lease not Constitute a 'true' lease for federal income tax purposes and, therefore, it is Lessor's and Lessee's intention that Lessee be considered the owner of the Equipment for federal income tax purposes. In addition to the foregoing, 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. Lessee agrees that lil it will do or cause to be done all things necessary to preserve end keep the Lease In full force and effect iii) h has complied with all bidding requirements where necessary and by due notification presented this Lease for approval and adoption es a valid obligation on its part, and (iii) it has sufficient appropriations cr other funds available to pay all amounts due hereunder for the current fiscal period. 16. USE; MAINTENANCE; REPAIRS. Lessee will use the Equipment in a careful and proper manner for the use contemplated by the manufacturer for the Equipment and shall comply with all applicable laws, ordinances, insurance policies and regulations relating to, and will pay all costs, claims damages, fees and charges arising out of its possession, use or maintenance. Lessee, et its expense, will keep the Equipment in good working order and repair and furnish all parts, mechanisms and devices required therefor, performing all maintenance end servicing necessary to maintain the value of the Equipment, reasonable wear and tear excepted. Lessee will not make any alteration, 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. 17. LOCATIONS; INSPECTION. Tne Equipment will not be removed from its permanent base will not be changed from the Equipment location at the address on Exhibit "A" without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Lessee's premises or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation. 1 LIENS AND TAXES. Lessee shall keep the Equipment free and clear of ell levies, liens and encumbrances except those created under this Lease. e shall pay, when due, ell charges, license fees and razes (including sales, uses, advalorem, personal property, rental, documentary and all other imposed by any governmental body (whether local, state or federal) which may now or hereafter be imposed upon the ownership, leasing, rental, 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, and tan whe due, Lessor shall have the right, but shall not be obligated, to pay said charges end taxes. If Lessor pays any charges or taxes, Lessee shall r i burs essor therefor plus pay an administrative fee of 550.00 per year for any year that such fees shall be paid by Lessor. initials 19. RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee assumes ell risk of loss of or damage to the Equipment from any cause whatsoever, end no sucn loss o1 or damage to the Equipment, nor defect therein, nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Rental Payments or to perform any other obligation under this Lease. In the event that (il any item of Equipment is lost, stolen, destroyed or damaged, or lit) the Equipment or any part thereof is taken by Dower of eminent domain, Lessee will immediately notity Lessor. Lessee and Lessor shall cause the Net Proceeds of any insurance claim or condemnation award to by applied, at Lessor's option to either 181 replace the same with Tike equipment in good repair, or Ibl on the next lease Payment date, pay Lessor: li) ell amounts then owed by Lessee to Lessor under this Lease, including the Rental P nt due on such date, and liil and amount equal to the Purchase Option Amount set forth on Exhibit B. Any balance of Net Proceeds remaini r completion of such payment of such Purchase Option Prrce or work shall be paid to Lessee. If the Net Proceeds ere insufficient to pay the costs o, restoration, modification, or to pay such Purchase Option Price in full, Lessee shall, at Lessor's direction, either complete the work or pay the en applicable Purchase Option Price in lull and in either case pay any cost in excess of the amount of Net Proceeds, but Only from Legally Available Funds. 20. INSURANCE. Lessee, will, at its expense, maintain at all time during the Lease Term, fire and extended coverage, public liability and property damage insurance with respect the Equipment in such amount, covering such risks, end 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 Purchase Option Price 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 at least thirty 130) days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds o1 any such policies will be payable to Lessee end Lessor or its assigns as their interests may appear. Upon acceptance of the Equipment end upon each insurance renewal date, Lessee will deliver to Lessor a eertiticete evidencing such insurance. In the event that Lessee has been permitted to self-insure, Lessee will deliver to lessor a certificate evidencing such insurance. 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 ell information and documentation relating thereto. 21. INDEMNIFICATION. Lessee shall indemnify Lessor against, and hold Lessor, Its agents, employees, officers, and directors harmless Irom, any and all claims, actions, proceeding, expenses, damages or liabilities, including reasonable attorney's fees and court costs, arising in connection with: lil the Equipment, including, but not limited to its selection, purchase, delivery, possession, use, condition, operation, rejection, or return and the recovery o1 claims under insurance policies thereon, regardless of where, how and by whom operated; or (ii) any failure on the part of Lessee to accept the Equipment or otherwise to perform r comply with any conditions of this Lease. The indemnification arising under this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under this Lease or the termination of the Lease Term for any reason. This shall confirm that Lessee is an independent contractor end that nothing contained herein shall authorize Lessee or any other person to operate any item of Equipment so as to incur or impose any liability or obligation for Or on behalf of Lessor. Notwithstanding anything herein to the Contrary, any indemnity amount payable by Lessee pursuant to this Paragraph 21 shall be payable sole from Legally Available Funds and only to the extent authorized by law. 22. ASSIGNMENT. A. No Sale or Aaslpnment or Other Disposition by Lessee. Lessee will not either lil 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 ii to be used by anyone other than Lessee or Lessee's employees, or (iii) enter into any contract or agreement with respect to the use and operation of any o1 the Equipment by any person other than Lessee, without Lessor's prior written consent in each instance. Notwithstanding any consent by Lessor to any such assignment, transfer, etc., Lessee shall at all times remain liable for the performance of the covenants and conditions on its part to be performed. B. Assignment by Lessor. Lessor may assign its rights, title and interest in end to this Lease and the Equipment, in whole or In part and Lessee's rights will be subordinated thereto. Any such assigns shall have ell of the rights of lessor under this Lease, including but not limited to the right to receive Rental Payments, exercise Lessor's rights and remedies under Paragraph 26 hereof, receive tax indemnity payments, and ag'other rights and remedies hereunder. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors end 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 i1 it discloses the name of the assignee end address to which future payments hereunder should be made. Lessee agrees to keep a book entry system showing the names end addresses o} the assignees so as to comply with section 1491a) 01 the Code. 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. 23. REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee hereby represents and warrants to and agrees with Lessor that: lal lessee is a state or a political subdivision thereof within the meaning of Section 1031c) of the Code, or that Lessee's obligation under this Lease constitutes en obligation 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 Code. Ibl Lessee has the power and authority under applicable few to enter into the transactions contemplated by this Lease and has been duly authorized to execute and deliver this Lease and to carry out its obligations hereunder. Attached hereto as Exhibit F is a full, true and correct coDY o1 a resolution or other appropriate official action of Lessee's governing body specifically authorizing Lessee to execute and deliver this Lease (which is not in contravention of any municipal, county, or state regulation, ordinance, statute, rule, or other governmental provisionl. Attached hereto as Exhibit G is a full, true and correct copy of an Incumbency Certificate relating to the authority of the officers who have executed and delivered this Lease on behalf o1 Lessee, and attached hereto as exhibit H is a lull, true and correct copy of an opinion of Lessee's legal counsel regarding the legal, valid and binding nature of this Lease on Lessee and certain other related matters. Icl All requirements have been met and procedures have occurred In order to ensure the enforceability of this Lease, and Lessee has complied with such public bidding requirements, if any, as may be aDPliceble to the transactions contemplated by this Lease. Id) Lessee is not subject to any legal or contractual limitation or provision o1 any nature whatsoever that in any way limits, restricts or prevents Lessee from entering into this Lease or performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally. lei There is no action, suit, proceeding, inquiry or investigation, at law or in equity before or by any court, public board or body, known to be pending or threatened against or affecting Lessee, nor to the best knowledge o1 Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Lease or any other agreement or instrument to which Lessee is a party and which is used or contemplated for use in She consummation of the transactions contemplated by this Lease. All authorizations, consents and approvals o1 governmental bodies or agencies required in connection with the execution and delivery by Lessee of this Lease or in connection with h carrying out by Lessee o1 its obligations hereunder have been obtained. ~~_~initials Ill The payment of the Rental Payments or any portion thereof constitutes a valid deferred payment obligation and is not (under the terms of this Lease or any underlying arrangement) directly or indirectly lit secured by any interest in property used or to be used in any activity carried on by any person ether than a state or local governmental unit or payments in respect of such property; or (ii) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. No portion of the Purchase Price for the Equipment will be used, directly or indirectly, to make or finance loans to any person other the[ Lessee. Lessee has not entered into any management or other service contract with respect to the use and operation of the Equipment. 191 The entering into and performance of this Lease will not violate any jutlgment, Order, law or regulation applicable to Lessee or result in any h of, or constitute a default under, or result in the creating of any lien, charge, security interest or other encumbrance upon any assets of Lessee or me Equipment pursuant to any indenture, mortgage, deetl of trust, bank loan or Credit agreement or other instrument to which lessee is a party or by which it or its assets may be bound, except as herein provided. Ih) Lessee is acquiring the Equipment (or use within its geographical boundaries. li) The useful life of the Equipment will not be less that the stated full term of this Lease. Ijl Lessee has enteretl into this Lease for the purpose of purchasing, acquiring and leasing the Equipment and not for the purpose of refinancing any outstanding obligation of lessee more than 90 days in advance of its payment or prepayment date. The Purchase Price for the Equipment has been or will be paid directly by Lessor to the manufacturer, seller or supplier thereof, and no portion of the Purchase Price for the Equipment has been or will be paid to Lessee as reimbursement for any expenditure paid by Lessee more than 60 days prior to the execution and delivery of this Lease. Ikl lessee has made sufficient appropriations or has other Legally Available Funds to pay all Rental Payments due during the Initial Term. 24. EVENT OF DEFAULT, The term "Event of Default,' as used herein, means the occurrence of any one or more of the following events: lit Lessee fails to make any Rental Payment for any Additional Payment) as it becomes due In accordance with the terms of this Lease; lift Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by Lessee hereunder and such failure is not cured within twenty 1201 days after written notice thereof by Lessor; (iii) any statement, representation, or warranty made by Lessee in the Lease or in writing ever delivered by Lessee pursuant hereto or in connection herewith is false, misleading, or erroneous in any material respect on the date when made; liv) proceedings under any bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or by Lessee, or a receiver or similar office shall be appointed for Lessee or any of its property, and such proceeding or appointments shall not be vacated, or fully stayed, within twenty (201 days after the institution or occurrence thereof; or Ivl an attachment, levy or execution is threatened or levied upon or against the Equipment. 25. REPOSSESSION AND LESSOR'S OTHER RIGHTS UPON EVENT OF DEFAULT OR EVENT OF NONAPPROPRIATION: Immediately upon the occurrence of an Event of Default or immediately after the expiration of the Initial Term or any Renewal Term during which an Event of Nonappropriation occurs, Lessor may terminate this Lease or Lessee's rights hereunder and in any such even repossess the Equipment, which Lessee hereby agrees to surrender to Lessor at such location in the continental United States es Lessor shall direct. Such right of repossession and other rights as specifically provided in this Paragraph 25 shall constitute the sole remedies for Lessee's failure to make Payments or otherwise perform its obligations when required hereunder. If Lessor is entitled to repossess the Equipment hereunder, Lessee shall permit Lessor or its agents to enter the premises where the Equipment is then located in the event of any such repossession, Lessee shall execute and deliver such documents as may reasonably be required to restore title to and possession of the Equipment to Lessor, tree and clear of ell liens and security interests to which the Equipment may have become subject. Any termination of this Lease at lessor's option a5 provided in this Paragraph 25 shall take effect et the end of the Initial Term or the Renewal Term then in effect, unless Lessor tat its option) elects to terminate this Lease on an earlier date. Upon repossession, if the Equipment is damaged or otherwise made less suitable for the purposes for which it was manufactured than when delivered to Lessee, Lessee agrees, at its option, to: (e) repair and restore the Equipment to the same condition in which it was received by Lessee (reasonable wear and tear excepted) or (bl pay to Lessor the reasonable costs of such repair end restoration. If Lessor terminates this Lease pursuant to this Paragraph 25 or an Event of Nonappropriation occurs and Lessee continues to use the Equipment after the Initial Term or any Renewal Term during which the Event of Default or Event of Nonappropriation occurs or if Lessee otherwise refuses to pay Rental Payments due during a Renewal Term for which Lessee's governing body has appropriated sufficient Legally Available Funds to pay such Rental Payments, Lessor shall be entitled to bring such action at law or in equity to recover damages attributable to such holdover period for the Equipment that Lessee continues to use or to the remainder of such Renewal Term for which such appropriations have been made. Lessor shall also be entitled to exercise any or all remedies available to a secured party under the applicable Uniform Commercial Cotle and all other rights and remedies that Lessor may have at law or in equity, including the exercise of any rights and remedies to which Lessor is entitled as a secured party with respect to the Vendor Payable Account. No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or at law or in equity or otherwise provided or permitted, but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and maybe enforced concurrently therewith or from time to time. No waiver of or delay or omission in the exercise of any right or remedy herein provided or otherwise available to Lessor shall impair, affect or be construed as a waiver of the rights thereafter to exercise the same. Any single or partial exercise by Lessor of any right hereunder shall not preclude any other of further exercise of any right hereunder. 26. NOTICES. All notices 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 here in 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. 27. SECTION HEADINGS. All section headings contained herein ere for the convenience of reference only end are not intended to define or limit the scope of any provisions of this Lease. 28. DELIVERY OF DOCUMENTS; BUDGETS; FINANCIAL STATEMENTS. 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. In addition, during the term of this Lease at Lessor's request, Lessee shall provide Lessor: li) no later than ten days prior to the end of each Fiscal Period (commencing with the Lessee's current Fiscal Period) with current budgets or other proof of appropriation for the succeeding Renewal Term and such other information relating to Lessee's ability to continue the term of this Lease for the next succeeding Renewal Term as may be reasonably requested by lessor; Iii) at Lessee's expense as soon as available and in any event not later than 120 days after the close of each Fiscal Period, the audited financial statements of Lessee as at the close of and for such Fiscal Period, all in reasonable detail, audited by and with the report of Lessee's auditor. COUNTERPARTS. This Lease may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of i together shall constitute and are all [he same instrument. __~_~[7~~ni[ials 30. NO OFFSET; UNCONDITIONAL OBLIGATION: This Lease is "triple net" end Lessee's obligation to pay all Rental Payments and Additional Payments hereunder shall be absolute and unconditional under any and all circumstances subject to the terms end conditions of this Lease. Without limiting the generality of the foregoing, Lessee shell not be entitled to any abatement of rent or reduction thereof or set oli against rent, including, but not limited to, abatements, reductions or set offs due to any present or future claims of Lessee against Lessor hereunder or otherwise; nor, except as otherwise expressly provided herein, shall this Lease terminate, or the respective obligations of Lessor or Lessee be otherwise affected, by reason o1 any defect in or damage to or loss or destruction of ell or any of the Equipment from whatsoever cause, the taking or requisitioning of the Equipment by condem or otherwise, the lawful prohibition of Lessee's use of the Equipment, the interference with such use by any private person or corporation, the in~ or une nforceability or lack of due authorization or other infirmity of this Leese, or lack of right, power or authority of Lessor to enter into this L any insolvency, bankruptcy, reorganization or similar proceedings by or against Lessor or Lessee or for any other cause whether similar or dissimilar to the foregoing, any present or luture law to the contrary notwithstanding, it being the Intention o1 the parties hereto that the Rental Payments and Additional Payments payable by Lessee hereunder shall continue to be payable in all events unless the obligation to pay the same shell expire or be terminated pursuant hereto (including upon the occurrence of an Event of Nonappropriation) or until the Equipment has been returned to the possession of Lessor as herein provided (for ell purposes of this Lease any item of Equipment shall not be deemed to have been returned to Lessor's possession until all of Lessee's obligations with respect to the return, transportation and storage thereof have been performedl. To the extent permitted by applicable law, Lessee hereby waives any and all rights that it may now have or that at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease or any of the Items of Equipment except In accordance with the express terms hereof. 31. ENTIRE AGREEMENT; WAIVER. This Lease, all Exhibits hereto, together with the Delivery and Acceptance Certificate an other attachments hereto, and other documents or instruments executed by Lessee end Lessor in connection herewith, constitute the entire agreement between the parties with respect to the lease of the Equipment, and this lease shall not be modified, emended, altered, or changed except with the written consent of Lessee and Lessor. 32. SEVERABILITY. 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 the Lease. The waiver by Lessor of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. IN WITNESS WHEREOF, the parties have executed this Lease as of this Date: LESSOR: AMERICAN EQUIPMENT LEASING, A DIVISION OF EAB LEASING CORP, BY TITLE: LESSEE: VILY.AGE OF NORTH PALM Lists of Exhibits A -Equipment Description antl Fiscal Period B -Amortization and Purchase Option Statement C -Acceptance CertiliCate D-Form 8038 E -Insurance Certificate F -Resolution G -Incumbency Certificate H -Opinion o1 Counsel Also - UCC1 needed • DEL VILLAGE OF STREET 501 U. AMERICAN EQUIPMENT LEASING MUNICIPAL EQUIPMENT LEASE PURCHASE 6 Commerce Drive, Reading, PA 19607-9704 AGREEMENT "010.775.3234 1.SOO.AEL.RENT Fax 610.775.9646 CUSTOMER NO. 80238 DATE December 2, 1999 CITY STATE ~ ZIP 1. AGREEMENT TO LEASE. For and in consideration of the mutual promises and agreements herein contained and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Lessee agrees to lease to Lessee end Lessee agrees to lease from Lessor, the Equipment described on Exhibit A attac hetl hereto ("Equipment"1 in accordance with the following terms and conditions of this Municipal Equipment Lease Purchase Agreement I"Lease"1. 2. DEFINITIONS. Unless the context otherwise clearly required, the following terms shall have the respective meanings se[ forth below for all purposes of this Lease: "Acceptance Certificate" means a certificate in substantially the form attached hereto as Exhibit "C" and which shall be delivered by Lessee to Lessor upon receipt and acceptance of the Equipment as provided in Paragraph 9 hereof. "Additional Payments" means any amounts lother than Rental Payments) required to be paid by Lessee pursuant to the terms o1 thus Lease. "Code" means the Internal Revenue Code of 1986, as amended. Each reference to a section of the code herein shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder. "Dated Date" means the date hereinabove first written. "Equipment" means la) the equipment identified in Exhibit A hereto, Ib) any property required in substitution, renewal, repair or replacement for or as additions, improvements, accessions and accumulations to any or such equipment and Ic) any accessories, equipment, parts and appurtenances appertaining or attached to any of such equipment or from time to time incorporated therein or installed thereon. "Event of Default" is defined in Paragraph 24 hereof. "Event of Nonappropriation" means a nonrenewal of the term of this Lease by lessee, determined by the failure or refusal of the governing body of Lessee to appropriate moneys sufficient to pay the Rental Payments and reasonably estimated Additional Payments for the next succeeding Renewal Term as provided herein. "Fiscal Period" means the annual or biennial period used from time to time by Lessee for its financial accounting and budgeting purposes. Lessee's current Fiscal Period is set forth in Exhibit A attached hereto. "Initial Term" means the period from the Dated Oate to midnight of the last day of Lessee's current Fiscal Period. "Lease" means this Municipal Equipment lease Purchase Agreement, es supplemented and amended from time to time in accordance with Paragraph 30 hereof. "Lease Documents" means this Lease, all Schedules and Exhibits to this Lease, all instruments and documents delivered or prepared in connection herewith, and all other documents related to the transactions contemplated by this Lease. "Legally Available Funds" means lunds that the governing body of Lessee duly appropriated or are otherwise legally available for the purpose of making Payments under the Lease. "Lessee' means the entity referred to as Lessee in the first paragraph of this Lease. "Lessor" means la) the entity referred to as Lessor in the first paragraph of this Lease or Ib) any assignee or transferee of any right, title or interest of Lessor in and to the Equipment or this Lease lincluding Rental Paymentsl. "Net Proceeds" means the amount remaining from the gross proceeds of any inaurande claim or condemnation award after deduction all expenses lincluding attorneys' fees) incurred in the collection of such claim or award. "Payments" means the Rental Payments and the Additional Payments, collectively. "Purchase Option Price" means the price determined pursuant to Paragraph 9 hereof lal at which Lessee may purchase from lessor all of [he Equipment on any Rental Payment date prior to the scheduled payment of all Rental Payments to be paid hereunder for the Equipment. "Purchase Price" means the total cost of the Equipment, including all delivery charges, installation charges, legal tees, financing costs, recording and filing fees and other cost necessary to vest full, clear legal title to the Equipment in Lessee, subject to the security interest granted to and retained by lessor as set forth in this Lease and otherwise incurred in connection with the financing provided by the lease-purchase of the Equipment as herein provided. "Renewal Term" means each successive period, in addition tot he Initial Term, that is coextensive with Lessee's Fiscal Period and for which Lessee has extended the term of this Lease as provided in Paragraph 3 hereof. "Rental Payments" means the amounts lallocable to a principet component and an interest component) payable by Lessee pursuant to Paragraph 4 hereof, as payments for the Purchase Price for the Equipment as set forth in Exhibit B attached hereto. "State" means the State identified in Exhibit A attached hereto. "Supplier' means the person from whom Lessor shall purchase the Equipment subject of this Lease. 3. TERM. The Initial Term shall commence as of the Dated Date and expire at midnight on the last day of lessee's current Fiscal Period. Boginning at the expiration of the Initial Term, the term of this Lease shall automatically be extended upon the successive appropriation by Lessee's governing body of amounts sufficient to pay Rental Payments and reasonably estimated Additional Payments during the next succeeding Renewal Term in the number of Renewal Terms each coextensive with Lessee's Fiscal Period, as are necessary for all Rental payments identified on Exhibit B hereto to be paid in full, unless this Lease is terminated as provided in Paragraph 25 hereof. The terms of this Lease will expire upon the first to occur or 181 the expiration of the Initial Term or any Renewal Terms during which an Event of Nonappropriation occurs, Ib) the day attar the last scheduled Rental Payment shown on Exhibit B hereto is paid in full, Ic) the day alter the Purchase Option Price is paid in full pursuant to Paragraph 6 hereof, except as otherwise therein provided, or Id) an Event of Default and a termination of Lessee's rights under this Lease as provided in Paragraph 25 hereof. 4. RENTAL PAYMENTS. Lessee hereby agrees to pay Rental Payments for the Equipment from and after the Dated Date Ibut only from Legally Available P ~^dsl to Lessor at Lessors mailing address set forth above for at such other address as may be designated from time to time pursuant to Paragraph 22 fl in the amounts and on the dates specified in Exhibit B attached hereto. Rental Payments made by check will be accepted subject to collection. e's obligation to make Rental Payments and to pay any Additional Payments payable under this Lease constitutes a current obligation payable ~uswely from Legally Available Funds and shall not be construed to be an indeb[etlness within the meaning of any applicable constitutional or statutory limitation or requirement. Lessee has not pledged its full faith and credit or its taxing power to make any Rental Payments or any Additional Payments under this Lease, and Lessee shall not permit any person or entity lincluding the federal government) to guarantee any Rental Payments under this Lease. Should Lessee fail to duly pay any part of any Rental Payment or other sum to be paid to Lessor hereunder, within 10 days of the date when due, then Lessee shall pay to Lessor a late charge equal to ten per cent 110%) of the delinquent payment, or the highest amount permitted by law, whichever is lesser. initials 5. AGREEMENT TO SEEK APPROPRIATIONS; NOTICE OF EVENT OF NONAPPROPRIATION. Lessee agrees that its primary business olllcis', will do all things la wlully within such official's power lal to include amounts to make Payments hereunder in each annual or biennial budget fas appropriate) to be submitted to Lessee's governing body and (b) to use best efforts to obtain and maintain funds from which Payments under this Lease may be made. Lessee hereby agrees to notify Lessor immediately land in no case later than 30 days prior to the last day of its then current Fiscal Period) of the occurrence of an Event of NonaDPropriation. 6. ESSENTIALIT V. Lessee's present intention is to make Rental Payments and Additional Payments for the Initial Term and all Renewal Terms as s it nas Legacy Available Funtls. In that regard, Lessee represents that lal the use and operation of the Equipment is essential to its proper, efbc ~tl economic governmental operation and (bl the functions performed by the Equipment could not be transferred to other equipmem available for it e. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior tot he last Rental Payment (including all Renewal Terms) schetluletl to be paid hereunder. 7. NONSUBSTITUTION. II Lessor terminates this Lease pursuant to Paragraph 25 or en Event o1 Nonappropriation occurs, Lessee agrees, to the extent not prohibited by law, not to purchase, lease, rent or otherwise acquire equipment performing functions similar to those performed by the Equipment or obtain from any source the services or information the Equipment was to perform or provide, in each case for a period equal to the shorter of lal the longest period lif any) permitted by law for such purpose or Ib) 360 days attar such termination or occurrence. 8. INTEREST. If under applicable law as Darl of the Rental Payments or any other amount payable hereunder is deemed or determined to be imputed interest, finance charges or time price differential ("Interest"1, Lessor and lessee agree that the Rental Payments shall be deemed to be level payments of principal and Interest, with such Interest accruing on principal amounts outstanding from time to time. The rate of such Interest is not intended to exceed the maximum rate or amount of interest permitted by applicable law. It the Interest exceeds such maximum, then at Lessor's option, if permitted by law, the Interest payable will be reduced to the legally permitted maximum amount of Interest, and any excessive Interest will be used to reduce the principal amount of Lessee's obligation or be refundetl to Lessee. 9. PURCHASE OPTION. Lessee is hereby granted the option to purchase the Equipment (in whole but not in part), prior to the scheduled payment o1 the Rental Payments in full pursuant to this Lease, on each Rental Payment date at a price equal to the Purchase Option Price shown for the Rental Payment date on which such purchase is to be effective under the column titled "Purchase Option Price" on Exhibit B hereto. To exercise the option granted under this Paragraph 9, Lessee shall give Lessor a written notice exercising such option and designating the Rental Payment date on which such purchase is to be effective and the applicable Purchase Option Price, which notice shell be delivered to Lessor at least thirty (301 days in advance of the proposed purchase date. The purchase option herein granted may be exercised by Lessee whether or not one or more Events o1 Default have occurred and are then continuing at the time of such exercise; provided, however, that the purchase of the Equipment upon the exercise of such option during the continuance of an Event o1 Default shall not limit, reduce or otherwise affect liabilities or obligations that lessee has incurred as a result of such Event of Default or otherwise terminate the term of this Lease notwithstanding anything in this Lease to the contrary. Immediately upon any such purchase being made, Lessor shall execute all documents necessary to confirm in Lessee tree and unencumbered title in and to the Equipment )including but not limited to bills of sale), but without warranties and in 'where-is, as-is' condition, antl release Lessor's security interest in the Equipment and shall deliver such documents to Lessee. Lessor shall further cooperate in providing for the tiling of any necessary releases or other similar documents. 10. DELIVERY AND ACCEPTANCE. la) Lessee will cause the Equipment to be delivered to Lessee at the location specified on the Delivery and Acceptance Certificate. Lessee will pay all transportation and other costs, it any, incurred in connection with the delivery end installation of the Equipment. Lessee will inspect the Equipment immediately uDOn delivery and~will accept the Equipment as soon as it has been delivered and is operational. Ibl Unless Lessee gives Lessor written notice to the contrary not more than seventy-two hours after such delivery, Lessee agrees that it will be conclusively presumed that: lit Lessee has inspected the Equipment; (iil the Equipment comply with the terms and conditions of this Lease and the Lease Documents; tiff) Lessee acknowledges receipt of the Equipment in good Condition and repair; and livl Lessee has accepted the Equipment. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor: lit setting forth the matters provided in this subparagraph Ib); (ii) approving the invoice for the Equipment; and (iii) requesting Lessor to pay Vendor the purchase price therefor. 11, DISCLAIMER OF WARRANTIES. LESSEE IS SOLELY RESPONSIBLE FOR THE SELECTION OF 60TH lit THE EQUIPMENT, AND lip THE SUPPLIER FROM WHOM LESSOR IS TO PURCHASE THE EQUIPMENT. LESSEE WARRANTS THAT LESSEE HAS NEGOTIATED OR WILL NEGOTIATE DIRECTLY WITH THE SUPPLIER WITH REFERENCE TO THE EQUIPMENT. LESSEE HEREBY ACKNOWLEDGES THAT LESSOR HAS NOT PARTICIPATED AND WILL NOT PARTICIPATE IN SAID NEGOTIATIONS AND HAS AND WILL HAVE NO KNOWLEDGE OF THE QUALITY AND FITNESS OF THE EQUIPMENT. LESSOR AGREES TO ORDER EQUIPMENT FROM THE SPECIFIED SUPPLIER, BUT LESSOR SHALL HAVE NO RESPONSIBILITY FOR SUPPLIER'S OR MANUFACTURER'S DELAY OR FAILURE TO FULFILL SUCH ORDER. LESSEE ACKNOWLEDGES AND AGREES III THAT THE EQUIPMENT IS OF A SIZE AND DESIGN AND CAPACITY SELECTED BV LESSEE; 111) THAT LESSOR IS NEITHER A MANUFACTURER NOR SUPPLIER OF SUCH EQUIPMENT; tiff) THAT LESSOR HAS NOT MADE, AND DOES NOT MAKE UNDER THE TERMS OF THIS LEASE, ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY. DURABILITY, DESIGN, OPERATION, FITNESS FOR USE, SUITABILITY OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OF IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE, WORKMANSHIP, COMPLIANCE WITH THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICATION OR CONTRACT PERTAINING TO THE EQUIPMENT OR COPY-RIGHT INFRINGEMENT, TRADE SECRET INFRINGEMENT, PATENT INFRINGEMENT OR PATENT DEFECTS OR ANY OTHER REPRESENTATION. WARRANT V, OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO; IIVI THAT LESSOR SHALL NOT BE OBLIGATED OR LIABLE FOR THE 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 LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE EQUIPMENT AND THE MAINTENANCE THEREOF. Lessor hereby assigns to Lessee during the Term hereol all manufacturer's and Supplier's agreements, warranties, and/or representations if any, expressed or implied with respect to the Equipment, antl Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's expense. Lessee's sole remedy for the bream of any such agreements, warranties and/or representations shall be against the manufacturer and/or Supplier of the Equipment, and not against lessor, nor shelf such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Lease, including the right to receive lull and timely pavments hereunder. 12. SUPPLIER NOT AN AGENT. LESSEE UNDERSTANDS AND AGREES THAT NEITHER THE SUPPLIER NOR ANV SALESPERSON OR OTHER AGENT OF THE SUPPLIER IS AN AGENT OF LESSOR. NO SALESPERSON OR OTHER AGENT OF THE SUPPLIER IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS LEASE OR ANY OF THE LEASE DOCUMENTS, AND NO STATEMENT OR REPRESENTATION BV THE SUPPLIER OR ITS AGEIJTS RELATING TO THE EQUIPMENT OR ANY OTHER MATTER SHALL AFFECT LESSEE'S DUTY TO PAY ANV RENT DUE HEREUNDER OR UNDER ANY LEASE DOCU!d~ENT, AND TO PERFORM LESSEE'S OTHER COVENANTS, OBLIGATIONS AND WARRANTIES AS SET FORTH IN THIS LEASE OR ANV LEASE DOCU~:'~ENT. • ircrals 13. TITLE TO EQUIPMENT; SECURITY INTEREST. 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 lil in the event of termination of this Lease by Lessee pursuant to An Event o' Nonappropriation or, liil upon the occurrence of an Even[ of Default hereunder, and as long as such Event of Default is continuing; or liiu in the even; that the purchase option has not been exercised prior to the Termination Date, title will immediately vest in Lessor or its assigns without any action by Lessee and Lessee shall immediately surrender possession of the Equipment to Lessor. In order to secure all of its obligations hereunder, Lessee hereby (i; c r nts to Lessor first antl prior security interest in any and all additions, attachments accessions, and substitutions thereto, antl on any proceeds hem; liil agrees that i[ shall protect and defend Lessee's title to the Equipment and lessor's rights and interests therein, end will otherwise keep the ,ment free and clear from any and all claims, liens and encumbrances of Lessee's creditors;liiil agrees that this lease may be filed as a financing .amen[ evidencing such security interest; and liv) agrees to execute and deliver all financing statements, certificates of title and other instruments it form satisfactory to Lessor necessary or appropriate to evidence such security interest, and appoints Lessor as its attorney in fact to execute any financing statement on Lessee's behalf. All items of Equipment shall at all times be and remain personal property notwithstanding that any such Equipment may now or hereafter be affixed to realty; in addition, if requested by Lessor, Lessee will, et 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. Leasee acknowledges that it 1a acquiring, purchasing and leasing the Equipment "where~is/as Is" and "with all faults." 14. TAX MATTERS, COVENANTS, WARRANTIES, REPRESENTATIONS AND AGREEMENTS. Lessee and Lessor assume that Lessor or its assigns can. and intend that, Lessor will be able to exclude the interest component of Rental Payments on the Lease from its federal gross income. Lessee hereby designates this Lease as a qualified tax exempt obligation" for the purposes and within the meaning of Section 2651b1131 of the Code. Accordingly, Lessee warrants, represents, covenants, and agrees as follows: lil Lessee will not take any action that would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes, nor will it omit to take or cause to be taken, in timely manner, any action, which omission would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof (or federal income tax purposes; liil Lessee will rebate an amount equal to excess earning on any Escrow Fund to the United States government if required by. and in accordance with, Section 1461(1 of the Code and to make the annual determinations and maintain the records applicable thereto; IiiilLessee will use a book entry to record the identity of any assigns so as to meet the requirements of Section 1491e) of the Code; liv) Lessee will complete and file in a timely manner an information reporting return (either Form 8038~G or Form 8038~GC, as appropriate) in [he form attached as Exhibit D hereto with respect to this Lease as required by Section 1491e1 of the Code; Ivl Lessee will not permit the proceeds of the lease to be directly or indirectly used for a private business use within the meaning of Section 141 of the Code; Ivi) Lessee will ensure that any monies deposited by Lessor into escrow are not invested in such a manner as to result in the Lease being treated as an "arbitrage bond" or "federally guaranteed bond' within the meaning of Section 1461a) or Section 1491b) of the Code, respectively; Ivi) Lessee will comply with all provisions and regulations applicable to excluding interest from Federal gross income pursuant to Section 103 of the Code; and Ivii1 Lessee will cause to be executed and delivered to Lessor a No Arbitrage Certificate if requested. Iviiil neither Lessee nor any agency or unit of Lessee has on hand any property, including cash and securities, that is legally required or otherwise restricted Ino matter where held or the source thereof) to be used directly or indirectly to purchase the Equipment; and (ixl Lessee has not and will not establish any funds or accounts (no matter where held or the source thereof) the use of which is legally required or otherwise restricted to pay directly or indirectly Rental Payments under this Agreement end a rental payment fund that will not earn S 100.000 or more in one year; and Ix) that Lessee and other entities that Lessee controls will not issue tax-exempt obligations (including this Lease) that exceed the aggregate principal amount of 510,000,000 during the calendar year in which this Lease is executed or delivered. 15. TAX INDEMNITY PAYMENTS. If Lessee breaches any covenant, warranty or representation contained in Paragraph 14 or any other provision under this Lease, the interest component of Rental Payments may become includable in gross income of the owner or owners thereof for federal income tax purposes. Accordingly if Lessor either 111 receives notice, in any form, from the Internal Revenue Service or (ii) reasonably determines, basetl on an opinion of independent tax counsel selected by Lessor and approved by Lessee (which approval Lessee shall not unreasonably withhold) that Lessor may not exclude interest from federal gross income, then Lessee shall pay to Lessor, within thirty 1301 days an amount equal to the sum of 1x1 penalties, tines, interest and additions to tax )including taxes imposed on the interest payments paid under the Lease through the date of such event) that are imposed on Lessor as a result of the loss of exclusion and that Lessor cannot deduct in Computing its federal income tax liability divided by one minus the highest Federal regular marginal tax rate in effect for the tax period for which Lessor lost the exclusion plus lyl penalties, fines, interest and additions to tax that are imposed on Lessor as a result of the loss of the exclusion and that Lessor can deduct in computing federal income tax liability. Additionally, Lessee agrees that upon the occurrence of such an event, it shall pay as additional interest to Lessor on each succeeding payment due date under the Lease such amounts as will be determined by Lessor to compensate Lessor for the loss o1 such excludability end maintain Lessor's after tax yield evidenced by this Lease (including, without limitation, compensation relating to interest expense, penalties or additions to tez), which determination shall be conclusive (absent manifest error). It is Lessor's and Lessee's intention that this Lease not constitute a "true" lease for federal income tax purposes and, therefore, it is Lessor's and Lessee's intention that Lessee be considered the owner of the Equipment for federal income tax purposes. In addition to the foregoing, 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. Lessee agrees that lil it yvill do or cause to be done all things necessary to preserve end keep the Lease in full force and effect (ii) It has complied with all bidding requirements where necessary and by due notification presented this Lease for approval and adoption as a valid obligation on its part, and (iii) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period. 16. USE; MAINTENANCE; REPAIRS. Lessee will use the Equipment in a careful and proper manner for the use contemplated by the manufacturer for the Equipment and shall comply with all applicable laws, ordinances, insurance policies and regulations relating to, and will pay ell costs, claims damages, fees and charges arising out of its possession, use or maintenance. Lessee, at its expense, will keep the Equipment in good working order and repair and furnish all parts, mechanisms and devices required therefor, performing all maintenance end servicing necessary to maintain the value of the Equipment, reasonable wear and tear excepted. Lessee will not make any alteration, additions or improvements to the Equipment without Lessor's Orior written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment. 17. LOCATIONS; INSPECTION. The Equipment will not be removed from Fts permanent base will not be changed Irom the Equipment location at the address on Exhibit "A" without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Lessee's premises or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of ell levies, liens and encumbrances except those created under this Lease. e shall pay, when tlue, all charges, license fees and taxes )including sales, uses, advalorem, personal property, rental, documentary and all other '~ imposed by any governmental body (whether local, state or federal) which may now or hereafter be imposed upon the ownership, leasing, rental, se e, purchase, possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income. II Lessee tails to pay said charges, and taxes when due. Lessor shall have the right, but shall not be obligated, to Day said charges and taxes. If Lessor pays any charges or taxes. Lessee shall reimburse Lessor therefor plus pay an administrative fee of 550.00 per year for any year that such fees shall be paid by Lessor. initials 19. RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee assumes ell risk of loss of or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment, nor detect therein, nor unfitness or obsolescence thereof shall relieve Lessee o/ Lhe obligation [o make Renral Payments or to Derform any other obligation under this Lease. In the event that (il any item of Equipment is lost, stolen, destroyed or damaged, or (ii) the Equipment or any part thereol is taken by power of eminent domain, Lessee will immetlialely nobly Lessor. Lessee and Lessor shall cause the Net Proceeds of any insurance claim or condemnation award to by applied, at Lessor's option to either (a) replace the same with like equipment in good repair, or Ibl on the next lease Payment date, pay Lessor: (i) all amounts then owed by Lessee to Lessor under this Lease, including the Rental P nt due on such date, and (iii and amount equal to the Purchase Option Amount set forth on Exhibit B. Any balance of Net Proceeds remaini r completion of such payment o1 such Purchase Option Price or work shall be paid to Lessee. If the Net Proceeds are insufficient to pay the costs o. restoration, modification, or to pay such Purchase Option Price in full, Lessee shall, at Lessor's direction, either complete the work or pay the en applicable Purchase Option Price in full and in either case pay any cost in excess of the amount of Net Proceeds, but only Irom Legally Available Funtls. 20. INSURANCE. Lessee, will, at its expense, maintain et all time during the Lease Term, lire and extended coverage, public liability and DroDerly damage insurance with respect the Equipment in such amount, covering such risks, end 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 Purchase Option Price with respect to such Equipment. Each insurance policy will name Lessee as an insured end Lessor or its assigns as an additional insured, and will contain a clause requiring the insurer to give Lessor et least thirty 1301 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 deliver to lessor a certificate evidencing such insurance. 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 ell information end documentation relating thereto. 27. INDEMNIFICATION. Lessee shall indemnify Lessor against, end hold Lessor, its agents, employees, officers, and directors harmless from, any and all claims, actions, proceeding, expenses, damages or liabilities, including reasonable attorney's tees and court costs, arising in connection with: lit the Equipment, including, but not limited to its selection, purchase, delivery, possession, use, condition, operation, rejection, or return and the recovery of claims under insurance policies thereon, regardless of where, how and by whom operated; or (ii) any failure on the part of Lessee to accept the Equipment or otherwise to perlorm r comply with any conditions of this Lease. The indemnification arising under this paragraph shall continue in full force and effect notwithstanding the full payment of ell obligations under this Leese or the termination of the Leese Term for any reason. This shall confirm that Lessee is an independent contractor end that nothing contained herein 6hall authorize Lessee or any other person to operate any item o1 Equipment so as to incur or impose any liability or obligation for or on behalf of Lessor, Notwithstanding anything herein to the contrary, any indemnity amount payable by Lessee Dursuant to this Paragraph 27 shall be payable sole from Legally Available Funds and only to the extent authorized by law. 22. ASSIGNMENT. A. No Sale or Assignment or Other Disposition by Lessee. Lessee will not either lit assign, transfer, pletlge, hypothecate, grant any security interest in or otherwise dispose o1 this Lease or the Equipment or any Interest in this Lease or the Equipment, or (iii sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees, or (iii) enter into any contract or agreement with respect to the use and operation of any of the Equipment by any person other than Lessee, without Lessor's prior written consent in each instance. Notwithstanding any consent by Lessor to any such assignment, transfer, etc., Lessee shall at all times remain liable for the performance of the covenants and conditions on its part to be performed. B. Assipnment by Lessor. Lessor may assign its rights, title and interest in end to this Lease and the Equipment, in whole or in part and Lessee's rights will be subordinated thereto. Any such assigns shall have ell 01 the tights o1 lessor under this Lease, including but not limited to the right to receive Rental Payments, exercise Lessor's rights and remedies under Paragraph 26 hereof, receive tax indemnity payments, end eg~other rights end remedies hereunder. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the Darties hereto. Lessee covenants and agrees not to assert against the assignee any claims or defenses by way o} abatement, setoff, counterclaim, recoupmeni or the like which Lessee may have against lessor. UDOn assignment o} 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 future payments hereunder should be made. Lessee agrees to keep a book entry system showing the names end addresses of the assignees so as to comply with section 1491st 01 the Code. No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will acknowledge such assignments in writing it so requested. 23. REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee hereby represents and warrants to and agrees with Lessor that: lal Lessee is a state or a political subdivision thereof within the meaning of Section 103(c) of the Code, or that Lessee's obligation under this Lease constitutes an obligation 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 Code. Ib) lessee has the power and authority under aDDlicable law to enter into the transactions contemplatetl by this Lease antl has been duly authorized to execute and deliver this Lease end to carry out its obligations hereunder. Attached hereto es Exhibit F is a full, true and correct copy of a resolution or other appropriate official action of Lessee's governing body specifically authorizing Lessee to execute and deliver this Lease (which is not in contravention of any municipal, county, or state regulation, ordinance, statute, rule, or other governmental provision). Attached hereto as Exhibit G is a full, true and correct copy o1 an Incumbency Certificate relating to the authority o1 the officers who have executed end delivered this Lease on behalf of Lessee, antl attached hereto as exhibit H is a full, true and correct copy of an opinion of Lessee's legal counsel regarding the legal, valid and binding nature of this Lease on Lessee and certain other related matters. Icl All requirements have been met and procedures have occurred in order to ensure the enforceability of this Lease, antl Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this Lease. Idl Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in any way limits, restricts or prevents Lessee from entering into this Lease or performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally. del There is no action, suit, proceeding, inquiry or investigation, at law or in equity before or by any court, public board or body, known to be pending or threatened against or affecting Lessee, nor to the best knowledge o1 Lessee is there any basis therefor, wherein an unfavorable tlecision, ruling or finding would materially adversely affect the transactions contemplated by this Lease or any Other agreement or instrument to which Lessee is a party and ++~hich is used or contemplated for use in the consummation of the transactions contemplated by this Lease. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by Lessee of this Lease or in connection with the carrying out by Lessee of its obligations hereunder have been obtained. • inmals If) The payment of the Rental Payments or any portion thereof constitutes a valid deferretl payment obligation and is not )under the terms o' chic Lease or any underlying arrangement) directly or indirectly lil secured by any interest in property used or to be used in any ac[iv;[y carried on by any person cther the^. a state or local governmental unit or payments in respect of such property; or (ii) on a present value basis, derived from Dayments I vrhether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state c^ local governmental unit. No portion of the Purchase Price for the Equipment will be used, directly or indirectly, to make or finance loans to any persor other that Lessee. Lessee has not entered into any management or other service contract with respect to the use and operation of the Equipment. lyl the entering into antl performance of [his lease will not violate any judgment, ortler, law or regulation applicable to Lessee or result in any :h ol, or constitute a default under, or result in the creating of any lien, charge, security interest or other encumbrance upon any assets of Lessee or on the Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which Lessee is a party or b^, which it or its assets may be bound, except as herein provided. Ihl Lessee is acquiring the Equipment for use within its geographical boundaries. li) The useful life of the Equipment will not be less that the Stated full term Ot this Lease. (jl Lessee has entered into this Lease for the purpose of purchasing, acquiring and leasing the Equipment and not for the purpose of refinancing any outstanding obligation of Lessee more than 90 days in advance of its payment or prepayment date. The Purchase Price for the Equipment has been or will be paid directly by Lessor to the manufacturer, seller or supplier thereof, and no portion of the Purchase Price for the Equipment has been or will be paid to Lessee as reimbursement for any expenditure paid by Lessee more than 60 days prior to the execution and delivery of this Lease. Ik) lessee has made sufficient appropriations or has other Legally Available Funds to pay all Rental Payments due during the Initial Term. 24. EVENT OF DEFAULT. The term "Event of Default," as used herein, means the occurrence of any one or more of the following events: lil Lessee fails to make any Rental Payment for any Additional Payment) as it becomes due in accordance with the terms of this Lease; liil Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by Lessee hereunder antl such failure is not cured within twenty (201 days after written notice thereof by Lessor; (iii) any statement, representation, or warranty made by Lessee in the Lease or in writing ever delivered by Lessee pursuant hereto or in connection herewith is false, misleading, or erroneous in any material respect on the date when made; livl proceedings under any bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or by Lessee, or a receiver or similar office shall be appointed (or Lessee or any of its property, end such proceeding or appointments shall not be vacated, or fully stayed, within twenty (201 days after the institution or occurrence thereof; or Ivl an attachment, levy or execution is threatened or levied upon or against the Equipment. 25. REPOSSESSION AND LESSOR'S OTHER RIGHTS UPON EVENT OF DEFAULT OR EVENT OF NONAPPROPRIATION: Immediately upon the occurrence of an Event of Default or immediately after the expiration of the Initial Term or any Renewal Term during which an Event of Nonappropriation occurs, Lessor may terminate this Lease or Lessee's rights hereunder and in any such even repossess the Equipment, which Lessee hereby agrees to surrender to Lessor at such location in the continental United States es Lessor shall direct. Such right of repossession and other rights as specifically provided in this Paragraph 25 shall constitute the sole remedies for Lessee's failure to make Payments or otherwise perform its obligations when required hereunder. If Lessor is entitled to repossess the Equipment hereunder, Lessee shall permit Lessor or its agents to enter the premises where the Equipment is then located in the event of any such repossession, Lessee shall execute and deliver such documents as may reasonably be required to restore title to and possession of the Equipment to Lessor, free and clear of all liens end security interests to which the Equipment may have become subject. Any termination of this Lease at Lessor's option as provided in this Paragraph 25 shall take effect at the end of the Initial Term or the Renewal Term then in effect, unless Lessor let its option) elects to terminate this Lease on an earlier date. Upon repossession, if the Equipment is damaged or otherwise made less suitable for the purposes for which it was manufactured than when delivered to Lessee, Lessee agrees, et its option, to: la) repair and restore the Equipment to the came condition in which it was received by Lessee (reasonable wear and tear excepted) or Ibl pay to Lessor the reasonable costs of such repair and restoration. If Lessor terminates this Lease pursuant to this Paragraph 25 or an Event of Nonappropriation occurs and Lessee continues to use the Equipment after the Initial Term or any Renewal Term during which the Event of Default or Event of Nonappropriation occurs or if Lessee otherwise refuses to pay Rental Payments due during a Renewal Term for which Lessee's governing body has appropriated sufficient legally Available Funds [o pay such Rental Payments, Lessor shall be entitled to bring such action at law or in equity to recover damages attributable to such holdover period for the Equipment that Lessee continues to use or to the remainder of such Renewal Term for which such appropriations have been made. Lessor shall also be entitled to exercise any or all remedies available to a secured party under the applicable Uniform Commercial Cotle and all other rights and remedies that Lessor may have at law or in equity, including the exercise of any rights and remedies to which Lessor is entitled as a secured party with respect to the Vendor Payable Account. No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or at law or in equity or otherwise provided or permitted, but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and maybe enforced concurrently therewith or from time to time. No waiver of or delay or omission in the exercise of any right or remedy herein provided or otherwise available to Lessor shall impair, affect or be construed as a waiver of the rights thereafter to exercise the same. Any single or partial exercise by Lessor of any right hereunder shall not preclude any other of further exercise of any right hereunder, 26. NOTICES. All notices given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address se[ forth here in or at such address as the party may provide in writing from time to time. Any such notice shall be tleemed to have been received five days subsequent to mailing. 27. SECTION HEADINGS. All section headings contained herein ere for the convenience of reference only and are not intended to define or limit the scope of any provisions of this Lease. 28. DELIVERY OF DOCUMENTS; BUDGETS; FINANCIAL STATEMENTS. 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. In addition, during the term of this Lease at Lessor's request, Lessee shall provide Lessor: lil no later than ten days prior to the end of each Fiscal Period (commencing with the Lessee's current Fiscal Period) with current budgets or other proof of appropriation for the succeeding Renewal Term and such other information relating [o Lessee's ability to continue [he term of this Lease for [he next succeeding Renewal Term as may be reasonably requested by Lessor; lit) at Lessee's expense as soon as available and in any event not later than 120 days after the close of each Fiscal Period, the audited financial statements of Lessee as at the cl~~e of and for such Fiscal Period, all iri reasonable detail, audited by and with the report of Lessee's auditor. COUNTERPARTS. This Lease may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of together shall constitute and are all the same instrument. initials 30. NO OFFSET; UNCOND171ONAL OBLIGATION: This Lease is "triple net" and Lessee's obligation to pay all Rental Payments end Additional Payments hereunder shall be absolute and unconditional under any and all Circumstances subject to the terms end Conditions of this Lease. Without limiting the generality of the foregoing, Lessee shall not be entitled to any abatement of rent or reduction thereof or set oft against rent, including, but not limited to, abatements, reductions or set offs due to any present or future claims of lessee against lessor hereunder or otherwise; nor, except as otherwise expressly provided herein, shall this Lease terminate, or the respective obligations of Lessor or Lessee be otherwise affected, by reason of any defect in or damage to or loss or destruction of all or any of the Equipment from whatsoever cause, the taking or requisitioning of the Equipment by Conde n or otherwise, the lawful prohibition of Lessee's use of the Equipment, the interference with such use by any private person or corporation, the i y or unenforceability or lack o1 due authorization or other infirmity of this Lease, or lack of right, power or authority of Lessor to enter into this L r any insolvency, bankruptcy, reorganization or similar proceedings by or against Lessor or Lessee or for any other cause whether similar or dissimi r to the foregoing, any present or future law to the contrary notwithstanding, it being the intention of the parties hereto that the Rental Payments and Additional Payments payable by Lessee hereunder shall continue to be payable In ell events unless the obligation to pay the same shall expire or be terminated pursuant hereto (including upon the occurrence of an Event of Nonappropriation) or until the Equipment has been returned to the possession of Lessor as herein provided (for all purposes of this Lease any item of Equipment shall not be deemed to have been returned to Lessor's possession until all of Lessee's obligations with respect to the return, transportation and storage thereof have been performed). TO the extent permitted by applicable law, Lessee hereby waives any end all rights that it may now have or that at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease or any of the items of Equipment except in accordance with the express terms hereof. 31. ENTIRE AGREEMENT; WAIVER. This lease, all Exhibits hereto, together with the Delivery and Acceptance Certificate an other attachments hereto, and other documents or instruments executed by Lessee and Lessor in connection herewith, constitute the entire agreement between the parties with respect to the lease of the Equipment, and this lease shall not be modified, emended, altered, or changed except with the written consent of Lessee and Lessor. 32. SEVERABILITY, Any provision of this Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder o1 the Lease. The waiver by Lessor of any term, covenant or condition hereof shall rwt operate as a waiver of any subsequent breach thereof. IN WITNESS WHEREOF, the parties have executed this Lease as o1 this Date: LESSOR: AMERICAN EQUIPMENT LEASING, A DIVISION OF EAB LEASING CORP. LESSEE: VILLAGE OF NORTH PALM BEACH Lists of Exhibits A -Equipment Description and Fiscal Period B -Amortization and Purchase Option Statement C -Acceptance Certificate D -Form 8038 E -Insurance Certificate F -Resolution G -Incumbency Certificate H -Opinion o1 Counsel Also - UCC1 needed I~ U AMERICAN EQUIPMENT LEASING a division of EAB Leasing Corp., 6 COMMERCE DRIVE READING, PA 19607-9704 VILLAGE OF NORTH PALM BEACH 501 U.S. HIGHWAY I NORTH PALM BEACH, FL 33408 CUST IDt! INV DATE 80238 12/2/1999 INV N 12759 DUE DATE UPON RECEIPT ACCT p DESCRIPTION AMOUNT FIRST MONTHLY RENTAL S316.80 PAYMENT FLORIDA DOC STAMPS 39.92 DOCUMENTATION FEE 125.00 PLEASE PAY THIS AMOUNT S 481.72 TOTAL CURRENT CHARGES PLEASE DETACH AND~RETURN WITH YOUR REMITTANCE VILLAGE OF NORTH PALM BEACH CUST IDN INV # DUE DATE 80238 12759 UPON RECEIPT • MAKE CHECK PAYABLE AND MAIL TO: AMERICAN EQUIPMENT LEASING 6 COMMERCE DRIVE READING PA 19607-9704 ****INVOICE**** PLEASE PAY THIS AMOUNT S 481.72 DIRECT INQUIRIES TO: Lorena D. Rakowsky 610-796-3273 481.72 STATE OF FLORIDA UNIFORM COMMERCIAL CODE FINANCING STATEMENT FORM UCC-1 (REV. 1993) This financing Statement is presented to a filing o8icer for filing Dursuant to the Uniform Commeraal Code: f. Debtor (Last Name First I an In Iv ual) te. r //f~ AA Village of North Palm Beach ~q ^rpG/'-(o~ __ 1b. Mailing Address e. to / pZSode 501 0.S. Highway 81 ~ North Palm Beach, FL33408 dTional Debioi or Trade Name Last Name First i~6nTndividuaf) ate'Fa~ o~Bl o FE~f ~ 2ti.M5ilingAddress-_- ---_----------~-~---- - e. ty, late pZ,`~- -- 3. Secured Parly(Lesf Name~l>f an IndivTduaf) American Equipment Leasing, a division of EAB Leasing Corp. $a. Melling Address to 7'~2 p ode 6 Commerce Drive Reading, PA II 19607 T Aslgnee of~ecureQls6ri~Lest ame first an n v uaq -~ 4a.Mailing Address to p e hTs inane ng tatement covers t e o ow n pas or tams or properly nc acr pt on o rea property on c acct en owner o recur wen required. If more space Is required, attach additional sheel(s)J. (80) Club Car Club Protectors 6. Check only it Applicable: 0 Products of collateral are also covered. ^ Proceeds of collateral are also covered. ^ Debtor Is transmitting utility. 7. Check appropriate box: 0 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 be marked) ' Florida Documents Stam Tax Is not r ulred. 6. In accordance with s. 679.402(2), F.S., this statement is filed without the Debtor's signature to periect a security Interest in collateral: __ g, Number of additional sheets presented: 7 already subJecl to a security Interest in another Jurisdletlon when It was brought Into this state or debtor's location changed to this state. This Space fot Use of Filing Officer '> which Is proceeds of the original collateral described above In which a security Interest was perfected. '~ as to which the filing has lapsed. Date filed end previous UCC-1 file number i d f h f i re acqu ter a c ange o a name, dentity, or corporate structure of the tlebtor. fO. Ste - re s o for t~ P l B h age o or i m a eac sNAn~ rsN~,~ (F/N9 A/~ o1a t%STgnawres o eeur a yor ssgn y e 9 American Equipment Leasing, a division of EAB Leasing Corp. f2. 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