2005-003 Equipment Financing Proposal from SunTrust LeasingRESOLUTION 03-2005
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA, ACCEPTING THE EQUIPMENT FINANCING
PROPOSAL FROM SUNTRUST LEASING CORPORATION ATTACHED AS
EXHIBIT "A", FOR VARIOUS EQUIPMENT PURCHASES IN THE AMOUNT OF
UP TO $223,500 AND AUTHORIZING THE VILLAGE MANAGER AND VILLAGE
CLERK TO ENTER INTO ~AN AGREEMENT, AND PROVIDING FOR AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE VILLAGE OF NORTH PALM BEACH, FLORIDA:
Section 1. The Village Council of the Village of North Palm Beach, Florida, does hereby
approve the proposal of SunTrust Leasing Corporation, attached as Exhibit "A", to
provide the financing of various equipment purchases in the amount of up to $223,500.
Section 2. The Village Manager and Village Clerk are hereby authorized and directed to
execute the master lease agreement and other related documents for and on behalf of the
Village of North Palm Beach, subject to the approval of the Village Attorney.
Section 3. This resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 13th DAY OF JANUARY, 2005
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VILLAGE CLERK
• of Lessee's obligations under this Agreement, as evidenced by the passage of an ordinance or resolution specifically prnhtbiting Lessee
from perfomting its obligations under this Agrexment with respect to any Equipment; anal fnmt using any moneys to pay any Rental
P•dyments due under this Agrtx:rnertt for a designated Fi.~cal Year and all subsoqut:nt Fiscal Years.
"Payment Date" mcarxs each date upon which a Rental Payment is due and payable as provided in a Payment Seltedule.
"Payment Schedule" means the schedule of Rental payments attached to art Equipment Schedule.
"Principal" means the portion of any Rental Payment designated as and comprising pri¢teipal as provided in a Payment Schedule.
"Prepayment Price" means the amount se designated and act forth opposite a Payment Bate ui a Payment Seliedtile iridieatirtg the amount
for which Lessee may purrh'tae the related Equipment Group as of such Payment Date eftt:r rttakirtg the Rcrrtal Payment due on such
Payment Date.
"Remal Payment" rtreans cash payment due from i.casee ~ Lessor o~n a Payment Date,
"Specifications" means the bid specifications antiror punrhase order purxuant u> which Lessce has orderer] arty Equipment from a Veatdar.
"State" means the state or ootnntonwealth in which Lessee is situaned.
"Vendee" means each of the manufacturers or vendors from which Lessee has asdered or with which ]<,cssee has contracted for the
manufacture, delivery andlor installation of the Equipment.
Section E.Z. Exhibits
Exhi h ; $quipmcnt Schedule ineittding fiorrrt of Acceptance Certificate and form of Payment Sehedrtle-
Exhibif B• i ~ Fenn of Tex Agreement sacs Arbitrage Certificate (Escrow).
)exhibit C-1: Form ofResolution of the Governing Body of Lessee relating to each Lease {Escrow).
Exhi it D; Form ofincumbency Certificate as to each officer orrepresentative of Lessee executing Phis Agreement or arty Least.
Fixhibit E: Form of Opinion of Irrdepertdertt Court9el to Lessee,
Exhibit F; Form of Escrow A,grYx:merrt
Exhi 't '- Form of Confittnation of t7utside lnsurattce.
Exhibit G•2; Form of Questionnaire for Self-Irevttrance and Addendum to Equipment SGlteduk Relating bo Self-[nsurance.
ARTICLE 11. LEASE; OTz EQUIPMENT
Setstion 2.1. Aoqulsttioa of Eaniarrteat• Prior fv the addition of any Equipment Gtottp, Lessee shall provide Lessor with a de~ctiption of
the equipment proposed to be subject m a Lease hereunder, including the chat and vender of such equiptrtent, fire expected delivery date and
t}te desired lease tL`rms for such equipment, and such other infont7atian as the Lessor may requite. If Lessor, in iu sole disrzetioo,
determines the proposer] equipment may be subject to a Lcasc hereunder, Lessor shall furnish fA Lessee a proposed Equipment Schedule
relating to the F.tluipmertt Group fix execution by Lessee a_nd then Ln~o* n., PY,~Iw,1uvt Fiewnr T s.gcpr {,•g~ .r.~7e BO C.t1:'.rrrlnrtertt to le:s.^.
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arty equiprncnt to Lessee.
'on Z.2. I3isbu G Lessor shall have no obligation to make any disburxment to a Vendor or t+eirnbutse Lessee for arty payment
made to a Vettdor for an Equipment Grasp (or, if the escrow procedure described in Section 2,4 hereof is utilized, txmsart to a disbrtraement
by rho Escrow Agent} until five {S) business days after Lessor has rccxived all of the following in form and substance satisfactory to Lessor
(a) a completed Equipment Sehedrtle executed by Lessee:; (b) an Atxeptanec Certificate in the form included with Exhibit A heretp; {c) a
resolution or evidence of other official action taken by or on behalf of the Lessee to authariu; the soquisition of the Equipment Group on the
tLTrr>,c provided in such Equipment Schedule; (d) a Tax Agrament and Arbitrage Certificate in tYrc form of Exhibit B-1 (as applicable)
attached hereto; (e) evidence of ittsuranec with respect to the Equipment Group in compliance with Article V[[ of this Agreement; (fl
Vendor invoice{s) andlot bill(s) of sale relating to t}re F,quipsnent Grovp, and if such invoices have been paid by Lessee, evidence of
payment thereof and evidence of official intent to rcimbur~e such payment as required by the Code; (g} futaneing statements executed by
Lessee as debtor andJOr the original certificate of title or manufacnrrer's eertificare of origin and title application, if any, for any Equipment
which is part of such Equipment Group and iY subject to certificate of title laws; (h) a completed and executed Form$438-G or $U38•G~ as
applicable, or evidence of filing thereof with the Secretary of Tncasury; (i) an opinion of counsel to the Lessee substantially in the form of
Exhibit E hcrvto, and (j}any other documents or iterm rcavonably requirccl by Lcssar.
5eedon 23. Lea~e• P season and Use. Lessor hereby lcaseR the .Equipment ro Lessee, and Lessee hereby leases the Equipment from
Lessor, upon the terries and conditions set forth herein, lessee shall have quiet use and enjoyment of and peaceably have and !told each
L•quipmcnt Group during the elated Lease Term, except as expressly set Earth in this Agr>~ement.
Section 2.4. Eet:rnw educe. [f Lessor and Lessee a~ee that the cost of an Equipment Group is to be paid from an Escrow Accotutr.
(a) lessor and Lessce shall execute an !'.screw Agreement substarnially in the form of Exhibit F; (b) Lessor and Lessee shall execute an
Equipment Schedule rClatiag to such b.quipmctrt Group; attd (e} Lessor shall deposit an amount equal to the cost of the I~quipmean Group
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into the Excrow geoount. All amounts deposited by i.essor into dte )regrow Account shall constitute a loam from Lessor m Lessee which
shall be rti;paid by the Rcr-tsl Payments due under the related Leasc_
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AR7'IC]LE 11[Tr TERM
Section 3.1. Term. This A~tti'tent shall be in effect frown the Agru Datc until the earliest of {a) icrnrination under Section 3.2 or (b)
lerrrtinetion under Section 12.2; coot ,however, no Equipment Schedules shall be execuoad after any [Yon-Appropriation or Event of
Default. )Each Lease with tesfrect to an Equipment Group shall be in effect for a Lease Term commencing upon the Leaao Date and ending
as provided in Section 3.4.
Section 3.2. Te []lotion by lE,esBOe, h1 ttrc sole event of Non•Appropriation, this Agreerrtent acrd each Ltasc herettrrdec sltial[ terminate, in
whale; bad not in park as to al! Equipment effective upon the last day of the Fiscal Year for which fiords were appropriatod, in the manner
and subject to the tCrrnc specified in this Article. Lessee may effect such termaratian by giving Lessor a written notice of terrrtination and by
paying to Lessor arty Rental Payment wort other amounts which are due and have not been paid at or before the end of ilg then Conant
Fiscal Year. Lessee shall endtavor ro give notice of such termination not less than ninety (9U) days prior to the end of the Fiec$1 Year for
which approptiadons wcrie made, and sltiall notify Lessor of arty anticipated termination. In the event of termination of this Agroettretet as
provided in this Section, [.reset shall comply with ttte instruClions received from Lessor in accordance with Section 12.3.
Secti 3.3, Effect rnllnation. Upon termination of this Agreement as provided in Section 3.2, Lessee shall not be resportnble for
the paymem of any additicmal RentsE Payments coming due in succeeding Fiscal Years, but if Lt~.zce hag not complied with tLe instructions
teCeivod ftnrrt [.essor in accordance with 5cction I2,3, the termination shat l nevertheless be effective, but Lessen shall be responsible fot the
payment ofdamages in an arrrount equal to the amount of the iZcnta) Payments that would tlteJ•eafter have come due if this Agt+eetnent had
not been terminated and which are attributable to the number of days after which Lessee fails to oornply with Lessor's irtstructiorke and for
arty other lass suffered by Lessor as a result uf' Lessee's failure Gtr take such actions as required.
Sestina 3r4~ Terrninat3on of Lease Tenn. Tltc Lease Perm with respect to any [,cast will terminate upon the occurrence of the first of the
following evenu: (a) the termination of this Agreement by Lessee in accordance with Section 3.2; (b) the payment of the Ptepaymern price
by Lessee pursuant to Article V; (c} an fivrnt of Default by Lessee and Lessor's election to terminate such Lease pursuant to Article XII; or
{d) the payment by Lessee of all Rental Payments and aB other amoums authoti~ed or required to be paid by Lessee purstaartt to such Lease.
ARTICLE 1V. kEIY'['AL PAYMENTS
.1. cal Pa roerrts. Lessor and Lessee confirm their understanding and agreement that (a} al] payment due under the
Agreement arc to be made only from Lessee's legally available and appropriated revenues from sources other than ad valorem or
other taxes, {b) that Lessee shall not be obligated ro pay any sums due under the Agreement from the proceeds of ad valorem or other
taxes, and (c) that Lesscc's contractual obligations to request annual appropriations from which payrr>errts due under the Agreement
may be rnado does not constitute an indebtedness of Lessee within the meantng of any constitutional or statutory provision or
limitation, "['he I,essce agrees to pay the Rental Payrt>ems due as specified in the Payment Schedule in bxYtibit A, A portion of each Rental
Payment is paid as interest ae specified in the Payment Schedule of each base, and the first Rental Payment will include Interest atxtuting
form the Fundigg Date. Lessor is authorized to insert the due ~ of the first F.Cntal Payment in the Pa• rirerrt Schedule in Exhibit A. All'
Rota! Payments shall he paid to Lessaa, or m such asngnee{s) Lessor has assigned as stipulated in Aracie Xi, at such places as Lessor or•
such assigrroe(s) may from time m time dc>iibrnate by wrilG:n notice to Lessee. Lessee shall pay the Rental Payments with lawful money of
the United Slates of America from moneys legally available therefor.
Sec " 4.2. C~errent i; ns~ The obligations of Lessee, including its obligation bo pay the Rental Paymarts due in any Fiscal Year of a
L,case Tetra, shall Constitute a current expense of Lessee for such Fiscal Year and shall not constitute art irtdcbtcdness of Lessee within the
meaning of the Cansfilution and Taws of the State. Nothing herein shall constitute a pledge by Lessee of arty taxes or other moneys (other
than moneys lawfully appropriated from time to untie by or for the benefit of Lessee for this A,greemerrt and the Net Proceeds of the
Equipment) to the payment afany Rental Paymetrt or other amount Doming due her~ettnder.
5e~on 4.3. Uoeoo itionaJ Rental P meats, The i.essec's obligation m melee Rental Payrnenls shall be absolute and unconditional,
Also, arty otherpeymerrts required hereunder shall be absolute and unconditional. Lessr.•e shall make these paymcrns when duo and shall not
withhold any of thew payments pending final t~esalution of any disputes. The Lessee shall Trot assert any right of set-off or counterclaim
against its obligation to make ~tese paymcn6t. Lessee's obligation io make Rental payments or other payments shall not ba abated duol~
accidem, unforraeen circumstances, failuet: of the Equipment to perform as desired, damage or desbtrttiort to the Equipment, loss of
possession of tFrc Equipanenl ar obsolescence of fhe Equipment. 'Rte Lessoe shall be obligated to continue m make payments [Yquired of it
by this Agreement if title no, ar tempasary use af, the Equipment ur any pan thereof shall be taken sunder exercasc of the power of eminent
domain.
ARTICLE V. OPTION TO PREPAY
'ott 5.1. O Oo P J,essee shall have the option to prepay its obligations under any Lease in whole but not in part on any
Payment Date far the then applicable Pr~raymcnt Price (which shall include a prepayment fee) as sea forth in the related Payment Schedule,
providod there has boon no Non-Appropriation or Event of Default.
Sect[oa 5.2. Exercise of Ootion, Lcss~ee shall give notice to Lessor of its intention to czcrCise its option not less than thirty (3U) days pros
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m the Payment Date on which the option will be exeroised and shat I pay to Lessor rent later than such Payment Date an amowtt equal to all
Rental Payments and arty other amounts then due or past due undcx the related Lease (ineltrding the Rental Payment due on the payment
T7ace eat which the option shall be effective} and the applicable Prepayment Price set fiortft in the related Payment Schedule, ]n the eveart that
all such amounts are not received by Lexvor on such Payment Date, such notice by Lessee of exercise of shall be void and the r~elatud [.lase
shall continue in full force and effect.
Section 5.3. Release oC Lessor's Interest. Upon receipt of the PrtvpaymPatt Price in $ood funds with respect to any l:guip~tnent Crroup, the
Lease with respect to such Equipment Group shag terminate and Lessee shell become entitled to such Equipment Grt><tp AS CS, WI•IERE
1S, W[TIiOUT WARRANTIES, EXPRESS OR [~1PLIED, (IticCllmlNG WARRANTIES OF ~RCHANTAB[L[TY OR FITNESS
FOR ANY iPAI?TICULAR PURPOSE OR FITNESS )FOR THE USE t~ON TEMPLATED 8Y LESSEE, except that such Equipment
C'rrnrrp shall not be subject W any lien or encumbnurce created by or arising through Lessor.
Alq'1'ICLE VT. REPRESENTATiIONStiWARRA~NI'IESA*1DCfl~~IYANTS
Section b.l. Re tAtious and War tales of lessee. Lessee ccpt~esenta and werratlts as of the Agreement i7ate and as of each Lease
Date as follows:
(a) Lessee is a state or political subdivision of the State within the meaning of Section 1 D3{c} of the (',ode, duly organised and existing
turdez the Ctxtstitution and laws of the State, and is authorized under the Constitution and laws of the State to enter into this Agreement;
each Lease and the transactions contemplated hereby and thereby, and to perfonrr sll of its obligations tvtder this Agreement and each
Leasc_
(b) The execution and delivery of this Agreement and each Lease have been duly authorized by all necessary action of Lessee's
governing body and such action is in ourrtp]iance with all public bidding and other State and federal laws applicable to this A~tteitt, tech
Lease and the acquisition and financing of the Equipment by Lessee.
(c) This moment and each Lease have been duly executed and de]ivered by aztd eonstitutcs the valid and binding obligation of
Lessee, enforeeablc against lessee in accordance with their respectitie terms.
{d} The execution, deli~~ery and performance ofthis 1~*rcement and each Lease by Lessee shall not (i} violate any Staff or federal law
or local law or ordinance, or any ardea, writ, injunelion, decree, or regulation of any court or other go~~ernrrrental ~gettey or body applicable
to Lessee, or (iiJ ctutfliq with or rGSrrlt in the breach or violation of any term or provision of, or constitute a defauk under, any note, bond,
nrorf};age, irtde~nture, agreement, deed of trust, lease or other obligation m which Lcsuee is booed.
(e) There is no action, writ, proceeding, claim, inquiry or investigation, at ]aw or inequity, before or by any court, regulatory agency,
• pubJ is board or body paroling or, to the best of Ltssce's knowledge, threatened against or affecting Lessee, challerrgirtg Lessee's authority
~ enter into this Agn,.~srrern oratry Lease or any other action wherein an unfavaaable ruling or finding would adverse'ry atiect the
enforocahility of this Agrccrrtent or any Lease.
(f1 No lease, rontal agrocrnertt, lease-purchase agreernertt, payment agreement or wntract for putrltase to which Lessee has been a
party at any time during the past ten (10} years ~ been bemninated by Lessee as a result of insufficient funds being appropriated in any
Fisr'al Year. No event has ocrutred which would conslilutc an event of default under any debt, revenue bond or obligation wltieh Ltxsee
has issued during the past ten (10) years.
(g) _. lessee or I-.esaee's gOt+aming bDdy has eppropriatd wttW'or ~:l:cn ~.!•wr la's ui a~ior3 nu.r.~ary to proviu'c iiwiiey5 3ui 1~inni itr
pay ail Rental Payments during tfie current Fiscal Year, and such moneys will be applied in payment of all Rental Payments due and payable
during such eurratt Fiscal Year.
(h) Lessee has an immediate need foe, and expects >b make immediate use of, the Equiptent, u•hir~ Hoed is not temporary or expected
to diminish daring the applicable Lease TerrrL Lessee presently intends to continue each Lease hereunder for its ettli!'e Lease Tcrm and to
pay all Rental Paytrnrrts relating thereto.
6ection 6.2. Covenants n! Lessee Lesscc agrees drat sc long ee arty Rental payments or other amounts due under this n~ement rr:rnain
unpaid;
{a} Lessee shall not install, use, operate or maintain the Equipment impropenly, catx:lessly, in violation of any $pplicable law or
regulation or in a manner contrary to that oontturrplatcd by this Agnccment. Lessee shall obtain and trrairnain all permits end licenses
necessary fpr the installation and operalion of the Equipment. Lessee shell not, without the prior written consent of Lessor, affix or install
any aacessury equipment or device on any of the Equipment it'such addition would change or ittrpair tht: oigina!!y itete:td:d fi;;tctiom,
c~alue or use of sift Equipment
(b) Lessor shall prtnvide Lcawr access at all rt~sonable times to examine and inspect the Equipment and provide Lessor with such
access to the Equipment as may be reasonably necessary to perform rreaintenanpe on the Bquipmcnt in the event of failure by Lessee to
perform its obligations heretatder_
{c} Lessee shall qot, ditt;etly or indirectly, eneate, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or
other claim with rt:spcct to the )~ quipmart, outer than the respeccite rights of LesBOr aral Lessee as herein paovided. Lessee Shall prrnrrptly,
at its own expense, take such actions as rosy be necessary duly to discharge or remove arty such claim if the same shall arise a< any time.
Lessee shall reimbtuse Lessor for any expense incurn;d by C,essor in wader in discharge or rrmovc any such claim,
(d) The person or entity in charge of pn~arir~g Lessee's budgtt will include in the budget rogtsest for each Fiscal Year the Rents)
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• Payments to become due during such Fiscal Year, and will use all reasonable and ]awful means aveil8ble: to secure the appropryat,on of
money for such Fiscal Year sufficient ro pay aJl Rental Payments coming clue therein. Lessor acknowledges drat appropriation for Rental
Payments is a gov~ernmcretal function which Lessee carutot cona$carally corlunil itself in advance to perfotnt. Lessee acknowledges that this
Agtrx.,tncnt duce not constitute such a aommitmcnt. However, Lessee reasonably believes that moneys in an amount suffiracerrt to make ell
Remal Payments can and will lawfully be appt'opriated and made available to permit Lessee's continued util¢ation of the Equiiurtcnt in the
pedfomnance of its essential functions derrint; the applicable Lc;a4e Tet7ns.
(e) Lessee shall assure that its obligation to pay Rental Pxyrnents is not d ireetly or indiriectly aecta~ad by ens interest m pn~y, other
than the Equipment, and that the Rents[ Payments wit l riot be directly or irtdit+ettly secured by ar derived from any peymctrta of any type or
any fiord other than L,essce`s general purpose furx3.
(fl Upun Lessor's request, Lessee s}~11 provitic Lessor with etrrt7rrrt financial statettrretus, budgets, and proof of appropriation far the
ensuing ]"fiscal Year and such other fiinancial iofonttation relating to the ability of Lessee to continue this Agreement and each Lease as may
be rsasortably requested by LeBSOr,
(g) Lessee shall promptly and duly execute and deliver to Lessor such fiuther doCUnaettts, inshuments and assurartoes and take such
frathcr actign 8S LESSOr may from time to tune reasonably tregrrest in orcier to cony out tees intent and putpost of this Agreement and ro
establish and p~crlhe rights and nsncdies created or intended to be acatcd in favor of Lessor hereunder.
Section tS.3, Tax Rested Representations. Warvsnttes and Cov~atants.
{a) tmbr~Omlion of Tax Agr~re»re+o! and Arin'rrage Cer-ifrcore_ /ls of each Lcesc Date and with rsspxt tech Lease, Lessee rr~kes
each of the rcpresentatiorn, warranties and covenants contained in the Tax Ag~nent and Arbitrage Certificate delivered with ~pect
tv such (,ease, By this reference each such Tax Agrremcnt and Ar4sih'sgc Certificate is incorporated in and made a part of this Agreematt.
(b) Event of T2rabiliry. Jf Lessor either {i} receives notice, in any form, from the internal Revenue Service or (ii) reasonably
deterrtvnes, based on an opinion of indopendlent tax counsel selected by Lesser, that Lessor mss not excltuie any Intrrest paid under any
Lease ftoon its Focleral pons income (each an "Event of Taxability"),the L,ecsee shall pay to Lessor upon demm~d {X) an amount whict-, with
n+spect to,Rental Peymems previously paid and taking into acootutt all penalties, fines, ioterost sod additions to tax (including atl federal,
state and local taxes irnposad on the ]merest due through the date of such event), will res~ore to Lessor its after-tgx yield (assuming tax at the '
higher marginal tax rate and taking into account the tune of receipt of Rental Payments and rcinvestrnent at the after-tax yield ra>E) on
the ~n~~on evidcnaed by such Lease through the date of such event oral (y) as additional Rental Payments to Lessor on each svcoeeding
Paymcttl Date such amount as wi]! maintain such after-tax yield to Lessor.
ARTICLE VJI, tNSURA\CE AIUD RISK pF LOSS
.• Suction 7.I. Liability and P Insurance. Lessee shell, at i s ow:, expense, procure and maintain contiruiorisly in eif'cxi during tech
Lease Term: (a) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way coctrtected to
the Fquiprnent sufFcient to protect Lessor and/or assists from Iiabitiry in all events, with a ooverdge of not less than Sl,pOt),Opp per
occurrence unless specified dift'erently in the related Equipment Schodule, aced (b) insiuarree against such hazards as Lessor may require,
includir>,g, but not limited to, sli•risk casualty and property insurance, in an amount equal m the grrater of the full replacement cost of the
Equipttvent o,• the applicable Prepayment Price of each Equipment Group.
Se~-tinn').Z, Workers' Compensgtion Insurance. [f required by c~,sw 1aa~, lessershW!t ca..y wc:kers' c;,mpensati:,r iFtsur-a.;.ew--vcrirr~" i
a!1 employees on, in, near or about the Equipnxtttt, and upon request, shall famish tb Lessor txrtificates evidettcirtg such coverage
throughout tin: Lease Term.
ee ieiireme>rttg.
(a) Insuranae Pa7icies. All insurance policies required by this Article shall be taken out acrd maintained with insurance companies
accepmble m Lessor and shall contain a provision that thirty (30) days prior to any charyge in the covterage dre insutrr must provide written
notice ro the insured parties. No insurgence shall be subject to any co-insuvarrce clause, Each insureatce policy shall name Lessor and/or its
acsisrrs as an additional ir-surtetl pertly arx] loss payee regardless of any breach of wammty or other act or omission of Lessee and shad
include a lender's loan payable endlorscrrtent for the benefit of Lessor and/or is assipts. Prins to the delivery of Equipment, Lessee shall
deposit with Lessor evidcrtce 5atisfaCtory to Lessor of such insurance and, prior iD the expiration thereof, shall provide Lessor evidence of
all renewals or replaoeartertlschereof,
(b) Selflrrsuranpe, With Lcasor's prior Consent, Lessee may selfinsur>r the Equipment by means of an adequate irtstaance fiend scl
aside and maintained fm that purpose which must be fully described in a letter delivered to Lessor in form aaeptable to I,essor_
(c) Evidence oflruurance. Lessee shall deliver to Lessor upon acceptance ofany Equipment evidence of insurance which complies
with Ibis Article V1I with r>rspecl to such Equipment to the satisfaction of Lesser, including, without lirrri~tion, the ooofirtttetion of
insurance in the form of Exhibit ti•1 attached hereto togeNter with Certificates of insurance, where available, or the Qerestiorrnaire for Self-
Insurance and Addendum to Equipment Schedule }?elating to Self insurance in the fnmt of Exhibit G•2 attached hereto, as applicable.
Section 7.4. Risk oC Loss. To the extent permitted by applicable laws of the State, as between Lessor and Lessee, Lessee assrurres all risks
and IiabiGtits from any cause whatsoever, whether or not covered by insurance, for Ions or damage to any Equipment and for itUiuy to yr
death of any person or damage to anY Any Whether of not covered by insurance, Lessee hereby assumes responsibility for and agrees
w indemnify lessor from aU liabilities, obligations, Irises, damages, penalties, claims, actions, costs and ercpertses, including neasortable
• 'Raaas:tesoo•rser~noo'r~.sraa~.~r 6
attorneys' foes, imposed ort, incurred by or asserted a,~ainst Lessor that relate W or arise our of this Agreement, including but not limited to,
(a) the selection, manufacture, purchase, acceptance or rejection of Equipment or flte ownership of the Equipment, (b) the delivery, lease,
possession, maintenance, use, condition, return or operation of the Equipment; {c} the condition of the Equipm~tt sold aa• otherwise
disposed of after possession by Lessee, {d) the Lrntduct of Lessee, its officers, ernployces and agvrtB, (e) a brrach of Lessee of any of its
co~ttattts or obligations hereunder, (f) any claim, loss, cost or expense involving alleged damage to the environrrtertt relating m the
Equiprnept, including, but not limited to investigation, removal, cleanup and remedial costa, and (g) any strict liability under the laws or
judicial decisions of any state or the United States. This provision shall survive the termination ofthis Agreement.
Sedlon ?S. Destrucfioo of Eauitsirtetit. Cessna shall provide a complete written report to Lessor immediately upon arty loss, theft,
daanage or destruction of any Equipment and of any accident involving any Equipment. Lessor may irupea;t the lggttipmcttt at any time and
from time to time during regular business hours, if all or any putt of the Equipment is stolen, lost, dtxtroyed or damaged beyond repaft
("Damaged Equipmsrtt"), Lessee shall u^ithin thirty (30) days aHer such event either. (a) mplace the same at LCSSce's sole expense with
equipment having subsrantizlly similar Specifications and of equal or gr~eatcr value to the llamaged Equipment imtpedjateJy prior m the time
of the loss occurrence, such replacement equipment to be subject to Lessor's approval, whereupon such replacement equipment shall be
substituted in the applicable Lease and the other rclarad documents by appropriate endorsemcrtt or amendment; or (b) pay the applicable
Prepayment Price of the Datrtaged Equipment datetminal aR set fottlt in the related Equipment Schodtale. lessee shall notify Lessor of
which coulee of action it will take within fifteen (IS) days after the lass occurrence. f f, within forty-five {¢5) days of the Joss oceurnartoe, (a}
Lesstx fails to notify Lessor; (b) Lessee and Lessor fail to execute an amendrt-crtt m the applicable Equipment Schedule to delete the
Uatnaged Equipment and add the replacement oquipmettt or {c) Lessee has failed to pay the applicable 1'repayarertt Price, then Lessor may,
at its sole discretion, declare the applicable Prepayrrtcnt Price of the Damaged 1:;quipmertt, to be immediately due and payable. The Net
Ptnecods of insurance with respect to the Damaged Equipment shall be made available by Lessor to be applied to discharge Lessee'
obligation under this Section•
ARTICLE V1i1. OTHER OBLIGATIONS OF LESSEE
S,,~ction 8.1. Mahttenattce of Eauiprnent. Lessee shall notify Lessor in writing prior to moving the Equipment bo another address and
shall o4tetwise keep the Equipment at the addt~.ss spocified iR the related Equiprtrent Schedule. Lessee shall, at its Own expense, rtlaitttain
the Equipment in proper working other and Mall make ail necessary repairs and replaoernertts to keep the Equipment in such condition
including compliance with Slate and federal laws• Arty and 911 replacement pans must 6e free of encumbrances and liens, All such
replac:cment parts and accessories shall 6e deemed to he incorporatod immediately iron and to constitute an integel portion of the
Equipment and as such, shall be subject to the terns of this Agreentetrt.
.Section 8.2. Tax .Lessee shall pay all taxes and other charges which are assessed or levied against the Equipment, the Rental Fayrrtertt$
or any part ]hereof, or which become due doting tJx Lease Tenn, whether assessed against Lessee or Lessor, except as ~rpressly limited by
this Section. Lessee shall pay all utilities and other charges incurtrtl in the operation, maintenance, use, occupancy and upkeep of the
Equipment, and all specie] assessments acrd charges lawfully made by any govcrrunental body that may be secured by a iiert on the
Equipment. Lessee shall not be required m pay any federal, start or local income, suecx:seion, t7•ansfier, franchise, profit, excess pmfit,
capita! stock, Boss rcoeip~, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made as a
substitute for any tax, assessment or charge which is the obligation of Lessee under this Section.
Section $3. Ad trees. !f Lessee shall fail to perform any of its obi igations under this Article, Lessor may take such action to cure such
failure, including the advancement of money, and LG,.vee shall be obligated to tupay a!I stuh advances on dernat-d, with interest at the rate of
18% per annum or Vu: maximum rate permitted bylaw, whichever is ices, from ttte date of the advance to the date of repayment.
ARTICLE IX. TITLE
Stx~oo 9.1. Title. During the Lcatie Term, ownership acrd legal title of all Equipment and all replacements, subslitti#ions, repairs atxi
ntodific:atian shall be in Lessee and Lessee shall take all action necessary to vest such ownership and title in Lessee. Lessor does not own
the )rquipmcnt and by this Agreement and arch Tease is merely financing the acquisition of such equipment for I.essce, Lttssor has trot
been in the chain oftitle of the Equipment, does not operate, corm~ol or have possession of the Equipment and has no control over the Lessee
or the Lessee's operation, use, storage or maintenance of the tquipmertt.
Seeti n 2, Securi In rest. All provisions referencing Lessor having a security interest in the Equiprncnt are hereby cancelled and
shall not have any force or effect. Lessor and Lessee agree that the Agreement dnCS not result in the creation of any lien, Charge,
security interest or other encumbrance upon the lEqu ipment or any other asset of Lessee.
$cetion 43. M flcation of Eauiptttent. Lessee will nor, without the prior u•dtten consent of Lessor, alftx or install any accessory
equipment or rkwice on any of the Equipment if such addition will chagge or impair rite originally intcndod value, function or use of the
Equipment.
Stxt`ion 9A. Personal Protxxty, The Equipment is and shall at all times be and tranain personal property and not f xtures.
ARTTCI.E X, WARRANTIES
Seetlon ]01 S~ect[oo of Eaniptttent. Each verrlor and all of the Fgtvpmettt have been selected by Lessee. Lessor shall have no
responsibility in connection with the selection of tl~e'tquipmcni, the ordering of the iquiprnertt, its suitability for the use intcreded by
1,2G2005:LFS.BIrk$Ri1,.ppC,Sev.S•TrA•lnrX 7
•
I-essee, the ucceptartee by anY Ve~or or its sales re-pmsentaiive of arty order subanitta3, or arty delay or failure try such Vendor or its sales
relnescntativc to mutufacturr, deliver or install arty Equipment for tut by Lessee.
Seeti O.Z. vend ' Watra Lessor hereby assigns to Lessee frrr and during the relaicd tease Term, all of its interest; ifany, in alt
Vendor's w~nh~, ~ and patent indcnrsity pt+otection, express or implied issued on or applicable to an Equipment Group, and
Lessee may obtain the customary services furnished in oonneelion with such watrartties and guarantees at Lime's expettsa Lessor has rro
obTigacion to cnforve any Vendor's watt9nticx or obligations on behalf of itself ar Lessee,
Section 10.3. Di laimer of Warranties. LESSEG ACKNOWLEDGES THAT TI-!E EQUIPMENT IS OF q SIZE, DESIGN,
CAPACITY, AND MANUFACTURF. SELECTED )3y LESSEE, LESSEE ACKNOWLEDGES T[•iAT 1T SELECTED THE
EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS pR IiMPLOYEES_ LESSOR I5 NOT A MANUFAC'T'URER OF
TI-I) EQUIPMENT OR A DEALER IN SIMILAR EQUIPMENT, AND bOES NOT INSPECT THE EQUIPMENT 73F.,FORE
DEL[VF.RY TO LESSE)r. LESSOR MAKES NO WARRANTY OR REPRES6NTATlON, EITHER EKPRESS OR [~[YLIED, AS TO
THE VALU];, DESIGN, CONDITION, QUALITY, DURABILITY, SUlTAB1LITY, M)SRCHANT-AB[LTI'Y OR FITIY]rSS FOR ANY
PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTE~fPLATI:D BY LESSEE OF THE EQUIPMIw,NT, OR ANY OTl-lER
REPRE$ENZ'ATION OR WARRANTY WITH RESpI;(,'T TO THE bQUIPMENT, IN NO EVENT SHALL LESSOR >3E LIABLE
FOR ANY INCIDENTAL pR CUNSEQ[JF.NTIAL DAMAGES f>d CONNECTION WITH OR ARISRYG DUT OF THIS
AGREE1v1ENT OR TIiF, EQUIPMENT OR LESSEE'S USE OF Tl•It EQUIPMENT,
ARTICLE XI. ASSIGtYVIENT AND SUSLEASIiYG
Section 11.1 Assieorreerrt 6v I,essar, Lessor, without Lessc-,e's consent, may assign acrd reassign all of Lessor's right, title and/or intemst
in and to this llgeetnent or any Ltasc, including, but not limited to, the Rental Payments and other amatm~ payable by Lessee and Lessor's
inserest in the Equipment, in whole or in part to one or more assignees or subassignoc(s} by Lessor at any time. No such assignment shall
be effective as against Lessee unless and until written notice of the assignment is pmvida3 to Lessee. When p¢esented with a notice of
assignmerr~ Lessee will acknowledge in writing receipt of such notice for the beareftt of Lessor and arty assigrtee_ Lessee shall keep a
cornpletc and accurate rzcord of all such assigntnems.
Section 11.2. Assi 1?esio Ce. Neither this Agreement nor any Lease or any I:quipm~tt may be assigted,
subleased, sold, a'ansferred, pled~xi or tnortgeged by Lessee,
AitTICL)/ X[I. EV)C;IMTS OF pE1KAULT.~I+la REMEDIES
Section ,1. lEven of Default D ned. The occurrrnce of arty of the following events shalt constitute an Evertt of Default under this
Agrtxment and each Lease:
(a) Lessee's failure to pay, within ten (10) days following rite due date thereof, arty Rental Payment os other amormt ~~ to be
paid m Lessor (other than by reason of Non•Appropriarion).
(b) [,cssee's failure to maintain irtsttrancc as rec[ttired by Article V)l.
(c} With the exception of the above clauses (a} & (b}, Lexsee's failure to perform ar abide by any condition, agreement or covenant for
a period of thirty (30) days after written notice b3' Lessor to Les~ec specifying such failure artd t~aquesting than it be remedicxi„ unless I.cysor
shall agree in writing to an extension of time prior to its expiration,
(d} Caesar's dcternunation that any representation ar warranty triode by Lessee in this Agrastttetrt was untrttc in any materiel respect
upon execution of this Agreement or any Equipment Schedule.
{c) The occurrence ofan Event oCTaxabiliry.
(t1 The filing of a petition in bankruptcy by or against Lessee, or failure by Lessee promptly to lift arty execution, garnishment or
att~cltmcrrt of such consequence as would impair the ability of Lessee to carry on iu govenurxrrtal fwtctions or assignment by Lessee for
the benefit of creditors, os the entry by l.,essee into an agt~emcmt of composition with creditors, or the approval by a tutor of competent
jurisdiction of any adjustment of indebtedness of Lessee:, or the dissolution or Liquidation of Lessee.
Section 12.2. Remedies on Default. Jn the event of default by Lessee under the Agreement, Lessor's sole remedies shall be to sue
Lessee for compensatory damages, which Lessee agrees to pay and which are hereby agreed to be the Prepayment Price applicable to
the :immediately preceding rental payrnettt due date, as set forth on the Payment Schedule, plus any rental payments accrued and
unpaid as of the dace default, provided that in the event that Lessee voluntarily returns the Equipment to Lessor to a location specified
by Lessor, at Lessee's sole risk, cost and expense and in the condition requir+ecl by Section 8.1 of the Agreement, IRSSr,r shall trot have
any further remedies against Lessee. Lessor shalt also have the right in the event of default to exercise any other ri,girt, mrnedy or
privilege which may be available to it, including without limitation proceedings by appropriate Court action fi require specific
performances of any provision of the Agreement other than i-ct9ee's covenant to return possession of and title to the Equipment,
which covenant shall nal be subject to enforcentenl by specific pcrt'amrance. Lessee shall remain liable for all legal fors and other
costs and expenses; includin$ court costs, incurred by Lcxsor in the enforcement of its remedies under iht Agr~etrteatt except to the
extent prohibited by the Constitution and Taws of the State of Florida,
Section 12.3. ReMrn of Eauipment• Release of Lessee's Interest. With respect to any provision of the Agreement requiring Lessee to
return al[ or any portion of the Equipment to Lessor or to transfer title to all or any portion of the equipment to Lessor, Lessee agrees
• 2r2&26a5:ikSBPLSRFC.UIX/rs..5.00,'kssnr
to voluntarily da so, In the event that Lessee fails for refuses to return or transfer the lEquipntent or title thereto voluntarily as ttet
forth above, Lessor acknowledges that the Agreerrtent does not and shal I not create a right in Lesson to involuntarily dispossess Lessee
of title to ar possession of all or any item of the Equipment. to lieu of such right Lessor shall be entitled to and Lessce agt'ees to pay
to Lessor irnrnediatcly, but only from Lessee's legally available and approryriated revenues Ccom sources other than ad valorem or
other taxes, the pcepeymer,t Price applieablc to the immediately preceding ncntnl payment due date, as set forth on the Payrtu;nt
Schedule, plus any rental payments accrued and unpaid as of the dare of such payment.
Sectioo 12.d Late Cha_r~. Lessor shall have fife right m require late payment cltatge for each Rer>tal or any other amount due heretzndcr
which is not paid within 16 days of the date vrhen due equal to the lesser of S% of each late payment orthe legal tztaxitnvm, This Section is
only applicable to the extent it docg not affect the validity of this Agreeoent.
ARTICLE X111. MISCELLANEOUS PRO~1S1ON5
Stxllon 13.1. lYtrlices. All written notices to be given undo this Ag[>9etttcnt ahali be given by mail td tyre party emitled thereto at its address
specified bettcath each patty's signatxere, or at such address as the party may provide tv Hte other parties hertto in writing from titre tb time,
Any such notice shall be deemed w }cave been received 72 hours aflcr deposit in the United States trail in registered or certified form, with
postage fully preyaid, or, if given by other ntcana, w}~ delivered at the address specified in this Section 13. I ,
Se~t~on 13.1. liindinsz (feet. This A~'eemcrrt ~ each Lease her+eutLCle1'shall be binding upon and shall inure io the benefit of Lessor and
Lessee and dteir respective sueoessor, and assigns, Specifically, as aged herein the term "L~o>" means any person or entity to whom
T,essor has assigned its right to receive Rental Paytrtents under any ~,~_
13.3. Sever bill ~. In the event any provision of this Ageet»ent or any Lease shall be held invalid or urrenfotroeablc by any court
of competent jurisdiction, sucks holding shall not invalidate or rerrdcr urrertforceable any other provision hett~of.
5eetiora 1 ,d, Entire At!re+tm~ent~ Amendments. 'This Agreement constitutes the entire agreement of the patties with respect to the subject
matter he;roof and supersedes all prior and conDernporaneous writings, understandings, xgreetnent5, solicitation documents anal
representations, express or implied. ']'his Agreement tray be atnertded or modified only by Written tbcumertfa duly authoriacd, exeatted
and delivered by Lessor and Lesse~:-
Srxtiion 13.5, Captions. The capaonx or headings in this Agtzcment dtC for Convcniettce only and in no way define, limit Ur describe tyro
scope ar invent of any provisions, Articles, Sections or Clauses hereof.
~ctlon 13.6, Farther Assurant~e5 and Carrectlve lnstrttments. Lessor and Lessee agree that they wiU, from tinlC to time, exetsute,
aclatowledge and deliver, or cause to be execubLd, acknowledged and delivered, such aupplernenrs hereto and such further instrtrrrrert~ as
• may rzasonably be required for cometing any inadequate or inconroct description of the Equipment hereby leased or intended 9o to be, or
for otheawisc carrying out the expressed intention of this Agroetnegt,
Sec ' n 13.7. Gover+rin t.aw. This Agreematt shall be govcmed by and construed in accorrlattce with the laws ofthe State.
Section 13.& Usurv, It is the interttlon of the partoes hereto to comply v.~ith any alplicable usury laws; accordingly, it is Agreed that,
trotwithstanding any provisions to the contrary herein or in any Equipment Sehcdule, in no event shall this Agr~pent or soy Lease
hetrumler require the payment or permit fire collection of fnteresl or any amount in the nahue of Interest CV Pets in cxoesa of the maxirrrtun
artroount permitted by applicable law. Any such excess lrrtert^st or fees shall first be applied to reduce. Principal, and when no 1'tirtcipal
remains; refunded in lessee, in determining u~hst}res the Interest paid or payable exceeds the hig}test lawful rate, the total amount of Interest
shall be spread througtr the applicable Lease'ferm so that the Jntcrest is uniform through such term.
Section 13,9 Lessee's Performance. A failure or delay of lessor fA enforce any of the provisions of this Agreement or any Lease shall in
rto way be construed to be a waiver of such provision.
Section 13.i0. Waiver of Ju 'Mal. Lessor and Lessee hereby waive any right to trial by Jury in arty action or pnxeeding with respect
to, in cottnetiicrn with or arising our ofthis Agreement.
[REWUNDER OF PAG)v LEFT ~TENfIONALLY BL..~1NICj
• 1.96rd005:LL•S.BQ-ESRFLDCXi~cr.l~Ka9eracv
EXECUTCON PAGE OF MASTER LEAS1u AG1tEEMEIYT
LEASE P1IJMBER 03124
-N FITNESS W1f1EREOF, l.esspr hag caused this ng~r,tnt to be exocuted in its Corporate name by its duly authori~d officer, and
Lessce has caused this Agreement tp be exCCUted in its name by ill rtuly authorized of1"tcer,
Vi11a~e of Alorth Palm Beach, FL,
Lessee
By:
Name: Marie Bezel
Title' Village Manager
Dater ~ / -
Address: Spl YJ,S. Highway ~~
North Palm Beach, FL 334(1$
Telephone: ~611R41-3360
Facsimile: Sbl/848.9b98
Suo7Yutt Leasing Corporation,
Lessor
By:
Name: Michael eas
Title: Scc~etary
Dare:
Addrn-ss: 29 W, Susquehanna Ave,
Suite Opp
Towson, MD 2I244
Telephone: 4101307-6500
Facsimile; 410/307.6702
[:.`8r2G?S:LEtt3Q.E51iFLDOf.'Yn'.3~VOil~~unr x Q
EXHIBIT A
EQUIPJb1ENT SCiiEDU[,E NU. O1
TQ.LEASF. 1p, 03129
The following Equipment comprises an Equipment Group which is the subject of the Ma_stcr Lease ~+~groement dated as February
15, 2005 (the "Agnecment") between the undersigixd Lessor and Lessee- The Agreement !s incotponsttd herein in its entitaety, and Lessee
hereby oeaffirtns each of its representations, warranties and caven~ts conpinetl in the Agcemeatt. Lessee warrar-~ that no Non-
Appt+npriatioa oral no Event of Defau It, or event which, with the passage of time or the giving of notice ar both, would Ponstitute an Bverrt
of Default, has oacut;red under the Agre~mc;nt_ An Acceptanec t"~ri f irate and Payment Schedule are attached to Ibis Equiptttexet Schedule
and by refenencc are made a part hereof. The tams capitalized in this Equipment Schedule but not defined herein shat! hove the ntoanit>gs
assigned to them in the Agreement
E !!IPM ; T GR UP
The cost of the Equipment Group tv be funded by Lessee tmda this Lease is $223,SOt7.00 (the "ACquisi6on Cost', The
Equipment Group consists of the following Equipment which has been or shad be purchased from the Vendoris} na<ttcd below for the
prices set Forth below:
VARIOUS VEHICLES &Et?UIp~TENT
SEE ATTACHED LIST
The Equipment Group i$ ar will be locat,3d at the follwving addresses}. Prior to rolocadon of the Equipment Group or arty
portion thereof during the Lease Terra, Lessoe,vill provide written notice to Lessor:
~] U.S. i-iighri~ay ql
1Vortb PstJm Beach! FL 33408
Village of lYortih Palen 1>leacly FL,
Lee
•
By:
Name: Mark Bates
Title: Village Man er
Bate:
SunTtvst Leasing Corporation,
LCSSOr
sy_
Name, iVtie owers
Title: Secretary
Date:
Address: 501 U.S.I-li,ghway#1
North Palm Beach, FL 33408
Telephone: 561!84 i-3360
Facsimile: 561184$-q{r9g
Address: 29 W. Susquehanrzx Ave.
Suite 400
Towson, MD 212{}4
Tclcphone: 4l G1307-66U0
Facsimiles 410/3D7-6702
~ng~2Dp5:LES.uc}t:4RFL.Dlx:tic.~. StlU'kup 11
•
01/28/05 12:51 PAS 1 407 237 8709, SfJNTRUST C~OOZ
~ t~ tw~
Y`~~~"IV~( Y i
() r
~~~~ ~~~.
7H>s V~~i,AGE OF NCR'~H I`'Al~1 l3Ep-CH
5Q1 U.B. HIGWAY i, North palm Beatch, Florida 8SA0l3 {561) 841380
- Daperfinent of FJnartca
REQUEST FQR PRQPQSA!
FQR
T1~X EXEMPT EQUfPMENT FINANCING
$223,aI10
DATED; November 2d, x064
The Village of North Palm Beach, F1Qrida (the "Village") seeks Equipment Financing propos~2s
from quslifed financial institr2tiana {the "Institutions") for the purchase of the fflJlnwing
Equipment.
A) ms;
cri t[on U ce Latimated Tote]
Village
Durr:p Truck $ 62,000
Fark Lift 17,OD0
Reel Mowei• 14.540
Fire Chief Vehicle 30,000
Vi3Jagc Total 123,500
Coanlry Club
Pickup Truck $I7 004
Utility Vehicle 32,000
Slope Mower 16,500
Rotary Mower . 1U,500
Triplex Mower 30,500
Bed}rnife t3riuder 7,500
CountzyCiub Total IOQ,000
' Graud Total $z23,s4a
B) '>!~R1Vf: 5 Years
C) PEItYOD[C PAYMLNTS~ Semiannually
•
I
txase Nub: a31z9
l;quiprrtetit Schedule: O1
PAYME'4"T SC14EDi]l.E
•
The }~luidiTg Date witPi respect to the above refea+encod 1~.quipment Crroop shall be February 15, 2005. The Annual Jnterest RAtr
applicable to the I/quipmeatt tirmxip shall he 3.55°rb_ Lessee wll l make Rental Pxym~~ eacJt consisting of Principal and Interest as set ford
below ft~r a term of Sycars. The first Rental Payment is due o~n August 15, 2405 and subsequent payments are due stmi aznu~]ly, on like
dare thereafter.
I'aymen
t Payment PrincJpal ltttesest Prepayment
Amount ComDanent otn onent prJce*
02!15/45
08/15/45 24,591.74 24,520,70 397] 04 234,675.00
213
x23
27
02/15roG 24,541.74 20,987.08 3,644.66 ,
.
190
9tib
83
08/15/(?b 24,591.74 ,21,359.97 3,231.77 ,
.
I(~$
558
87
02/1510?
08/15/07 24,591.74
24
591
14 21,739.48 2,852.26 ,
.
145,732.42
42/1 Sr'OS ,
,
24,59 ] _74 22,125.74
22,518.8b ~,46lS.OQ
2
472
88 122,500,39
08/1/08
24,591.74
2Z,4I8.96 ,
.
1,672.78 48,855.60
74
790
69
02/15/09 24,591.74 ?3,3Zb.E7 1,265.57 ,
.
5p
298
2U
081] 5109 24,591.74 23,744,62 851.12 ,
.
25
370
55
02115!]0 24,591.74 24,]62.43 ~
4_9.31 ,
.
U_OQ
Totals 245,9>I7.4U 223,590.00 22,417,4b
Village of North Palm BeA~fi, p'L.,
Lessor
~y:
1Vame: Mark 8atcs
Title_ Pillage
Jatc: Z- ~
' Aflerpayment of Rental Payment due on sucJ? datc.
~reea~~:~s.tu~tsavr.ooc~~ ~~~~ 13
•
~fIIBIT B-1
[Escrow] Lease Number. 03129
Equipment Schedule: 01
TAX ACR131TMElY'T AND AR.l31TItACS CERTIFICATE
This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this '~Ccrtificate") is issued by Village of North Palm Beach, FL
{"Lessee") in favor of SunTrust Leasing Corporation ("Lessor'} in connection with that certain Master Lease Agteetr-ent dated ~ of
Fctnvary IS, 2005 {the "AgreemenC'}, by and between Lessor and Lessee. The tents eapitalizcci herein but not defined herein shall have the
meanings assigned to Ihem in the Agreement.
Section 1._ In General
1.1. This Certificate is cxr~euted for the purpose of estab]ishing the reasonable expeaatiorrs of Lessee orb to futtare evcrtls regarding the
financing of certain equipment {the "Equipr~nt"} to be aoqutrcd by Lesson aztd leased to Lessee pursuant m and in acoordattoe with the
bquipmrnt Schedule referenced above (the "Equipment Schedule") executed under the Agreement (together with al I related docurtletrts
executed pursuant thereto and oontcmporaneously herewith, the "Financing Doetuncnts"). As described in the Financing Documents,
Lessor alts!] apply S223,i00A0 (the "Principal Amounf'} toward the acquisition of the L•quiprnent and Lessee shall make RBI payments
under the tetrr,g and cot-ditio¢4s as set forth in the Finattc]ng Documents.
1,2. 'the individual exectting this Certificate on hehal f of Lessee is an officer of Lessee delegate[! with the responsibility of reviewing and
executing the Financing Documents, pursuant to the resolution ar other official action of Lessee adopted with respect to the Finarrcln$
Documents, a copy of which has been delivered to Lessor.
1.3. The Financing lloeutncnts are being entered into for the purpose of providing funds for financing the cost ofacquiring, equippitti,g and
installing the Equipment which is essential fd the govemmetttal functions of Lessee, which Equipment is described in the Equipment
Schedule. T}te l'[incipal Amount will be deposited in cscnpw by Lessor on the date of issuance ofthe tinaneirtg Documents and held by
the escrow bank pending acquisition of dte Equipment under the terms of that certain Escrow Agroemcnt dated as of February 15.2005.{the
"Escrow Agreement"}, by and between Lesser and Escrow agrnt.
1.4, Lessee wll l timely file far each payment schedule issued under the Lease a Fosrn 8038-G {or, if the invoice price of the Equipment
under such schedule is lest/ than 5100,000, a Farm 8038-CC} relating to such Cease with the Internal Revemre Service in a~cooraiance with
5ect]on ] 49(e) of the lnterna! Revenue Code of 19864 as anxndcd (the "Code").
1.5. Lessee teas not issued, and reasonably anticipates that it and its subor~dinste entities, if any, will not taster, tax-exempt obligations
(including the i.ease) in the artwttnt of mare than S 10,000,000 during the cut'restt calendar year. Lessee hereby dtxignates the !,ease as $
"qualified tax-exempt obli,gatiom" within the meaning of 5cction 265(b)t3) of the Code and agrees that it and its subordinate entities, if any,
will not designate more than S] 0,000,000 of (heir obligations as "qua)iFed tax-cacrrtpt obligations" during the current calendar year.
motion 2. Noo-Arbitrame Certifications.
2,1. The Rental Payments due uncJcr the Financing Documents will be made with monies retained in I?SS!'Y's gcr>pra operaair4, Sand {or W.
account or subaceount therran}. ~3o sinking, debt service: rirserve or similes fiord or aceouru will be cseatsd or maintained for the payment
of the Rental Payrncnts due under the Financing Documents or pledged as security therefor.
2.2. There have been and will be isYrrcd no obligations by or on behalfof Lessee that would be deemed to be (i) issued or sold within ftttaert
(15) days before or aflxx the date of issuance of the Financing Doeumen~, (ii) issued or sold pursuant to a common plan of'finaneing with
the Financing Documents and (iii) paid out of substantially the same source of fiords as, or decTrted to have substantially the same claim in
be paid out ofsubsr:tttttially the same scrota of funds as, the Financing Documea~.
2.3. threat than the Principal Amount held under the Escrow Agreement, Lessor does not serf will trot have on hand any funds that are or
will be r~icted, segregated, legally rt:quined ar otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate
source of financing for the Equipment,
2.4. No portion of Ote Prinapal Amount is being used by Lessee to acquire investrneJlt5 which produce a yield materially higher than the
yield realiaod by Lessor fmm Rental Payments received under the Financing Doc:umems.
2.5. The Principal Amount does not exceed the amount necessary for the goventrrrtartal purpose for which tlrc Financing Docum~ wea+e
entered intn_ Such fiuxls are expected to be needed and fully expended for payment of the ousts of acquiring, equipping ~ Installing th,e
Equipment
2.6. Lessee does trot ~pect to convey, sublease ar otherwise dispose of the L•guiprrrcnt, in whole or in part, at a dace which is emr]iar than
the final Payment Date under the Financing Doctttttents.
Sec>bon Dlsbtrrseme of Frrn • R 'mbttrseroent to ee.
3. L It is contemplates! that the entire Principal Ama,nt deposited in escrow will be used to pay the acquisiteon cost of Equipmerrt to the
vendors or manufacturers thereof, provided that, if applieabic, a portion of the principal amount may be paid to Lessee as reimbursement for
acquisition cost peymrntR already made by it so long as the conditions set forth in 5cctlon 32 below are satisflcd.
i ~R006:LESDQdSRF~,W(i}y..3•WAcssor ]r$
•
3.2. Lessee shall not vaguest that it be reimbursed For Equipnterrt aequisit{on cost paymep~ ~r~dy rrrade by it unless each of the fallowing
conditions have been satisfied:
(a) Lassos adopted a resolution or othtiwisc declared its official intent in accordance with rt,easury Regulation § 1.150-2 {tfite
"Ikclaration of Official Intent"), wherein Lesser expressed its intern to be reimbursed from the proceeds of a borrowing for all or a portiovr
of the cost of the Equipment, u•hidt expenditure was paid to the Vendor not earlier than sixty (ti0) days before Lessee adopted the
I3eclaration of O~ciai Intent;
(b) The reimbursement being requested will be made by a written allocation before the later of eighteen (I S) months after the
expardihue was paid or eightosrt { t8) months after the items of Equipment to which such payment relates wtre placed in service;
(c} 'lire entire paynuot with rr'spect to which trimburaentertt is being sought is a capital expenditurti:, being a cost of a type properly
chargeable to a capital account under general federal income laz principles; and
(d) Lessee will use any reimbur~errtent payment for general operating expenses and not in a manner which could be wnsbtred as an
artifice or device under Treasury Regulation § 1.148-10 to avoid, in whole or in part, arbivage yield rvesttictiorrs or arbiaape rebate
tequit+emen~_
Sectiam 4, Use and I vestment o Funds; Ternporarv PeriaL
4.1. Lessee has incurred or will incur, within six (ti) months from tfre date of issuance of the Financing TJoetanents, binding obligations to
pay an amount equal ro at least five percent (5°tb} of the Principal Amount toward the ousts of the Equipment. An obligation is not binding
if it is subject to contingencies within Lessee's contrvi. The ordering and acceptanec of the items of Equipment will Propeed with due
diligence to the date of final aoceptartee of the F~uipmcnt.
4.2. An amount equal to at least eighty-five percent ($5%) of the Principal Amoutrt will be expended ro pay the cost of the Equipment by
the end of the thn~ygr period corttmertcirtg on the date of this Cettifioate- loo portion of the Principal Amount will be used to seep,ice
investments that do not carry out the governmental purpose of the Financing Documents anal that have a subtrbntially guaranteed yield of
four (4) years or mov~-
4.3. {a) Lessee covenants anal agrees that it will rebate an amotmt equal to excess earnings o~n the Principal Amrnmt deposited under tltc
Escrow Agrecmerit to the Internal Revenue Serviec if requinCd by, arc! in accordance with, Section 148(f} of the Code, and make rite annual
detetminat5ons end maintain the records required by and othcrv~•isae comply with th,e regitlatitms applicable therein, Lessee reasonably
expects ro exuse the Equipment to be axquired by August 15, 200fi.
(b) l..essee will provide evlde~ICe to Lessor that the rebate amount has been calculated and paid to the lntemal Revenue Service in
accordance with Section 1480 of the Code unless (i) the entire Ptineipai Amount is expended on the Fquipment by tlu: date that is the eix-
• month anniversary of the Financing 17ocurnent5 or {ii) the Principal Amount is expentlcd on the Equipmertt in accorciarrce with the
following scl-etlule: At least fifh~cn peroent (15°l0) oCthc Priutipai Amount and intr-rest earnings t}uer~on will be applied to the cost pf the
Equipment within six movtihs from the date of issuance of the Financing Docwnerits; at least sixty pct~ent (&0%) of t9te Principal Amottm
and interest earnings thereon will be applied to the cosy of the Equipment within I2 ittonlhs from the date of issuance of the Financing
Documents; and one hundred percent (10(}°/) of phe Pancipal .Amount and intcr~est earnings thereon will be apjrliad to the oust of the
Lquipntent prior to eighteen (l 8}months from the date of issuance of tiu: Financing I7ocumertts.
{c) Lessee hereby covenants that (i) Lessee is a governmental unit with general px powers; (ii) tl•.e i is not a `privai8 activity burp""''
undea Section 141 of the Code; (iii) at least ninety-Gvt percent (95%) of the Principe! Amount is used for the governmental activities of
Lessee; acrd (iv] the aggregate. principal atrtount of all tax-exempt obligations (including the Lease) is5'tted by Lessee and its subordittale
entities, if any, during the crunent calendar year is not nea.9onabiy expected to exceed $S,t700,000, Accordingly, the rarbate rraquirements of
Section 148{fj of tlu- Code are treated as being stet, in lieu ofthe spending exceptions set fnrtlt in paragraph (b) above.
Section 5. Etxrow Account.
The Financing DOCUrrtents provide that the monies deposited in escrow shall be invested until payments M the vettdor(s} or maottfacttuen{s)
of the Equipment arc due. Lessee will ensure that such investment will not ri=suh in Lesscc'9 obligadons ocular the Financing I)ocumenta
being treated as art "arbitrage bond" within the meaning of Section 14S(a) of the Internal Itevenuc Code of 198b, as arr2ended (the "t: ode"),
respcetiveEy. Any monies which are earned from the investment of these fiords shall be labeled as interest earned, All such ttl0nies will be
disbtrrscd on orpromptty after the date That Lessee accepts the Equipment.
Section No Private Use: No Consumer Loan.
ti.l . Lessee will not exceed the private ae restrictions set forth in Section 141 of the Code_ Specifically, Lessee will not pet'tnic more than
1go.6 of rho prirtcipat Amount to be used for a Private Business Use {as defined herein) if, in addition, the payment of more than ten percent
(!d%) of the Principal Amount plus intene5t e8med thet~eott is, directly or indirectly, secured by (i) arty interest in property used or to be used
frn a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect ofproperty or
borrowed money used or to be usod for a Private 13usincss Use.
In addition, if both (A) more than five pt:n:ent {$%) of the Principal Amount is used as described above vtizth respect to private Business
Use and (B) store than five percent (S°rb) of the Principal Amount plus interest eamoci then~on is secured by Private Business Use property
or payme-nts as described above, them the excess over such five portent (590) (the "Exeees Private Usc Portion") will be used for a Private
~2940°6:1EE-oo~f Ra F[. DOCke.~.s.n0•lcaor ~ 5
•
Business Use related to the governmental use of the Equipment Any such EKCess Private Use Portion of the Principal Amount will not
exceed theportiort ofthe Prinxipal Amount coed for the goverttrtretttal use of the particular projoct to which such Excess Private Use Pbttion
is related- For purposes of Ihia paragrappt 6. ]; "Ptivatie Business Use" means use of bond prooceds or bond fittaneed-property ditecay or
indirectly in a trade or business carried on by a natural person or in any activity carried on by a persoat other than a natural person,
excluding, howevta, use by a state or local governmental unit and excluding use as a mcrnber ofthe general public
6.3. No part of the principal Amorutr ar intea~st earned thereon will be ~, directly or indirectly, to make ar finesse any loans to nvn•
goverttnxattal entities ar to any governmental agencies other than Lessee,
ctSan 7 i1o FederalGuar~ tee.
7-!. Payment of the nci l or interest due under the Financing Documents is not direct! or irtdirvcti
~ ~ Y y guaranteed, in whole or in part, by
the United States or an agency of instrumentality thereof
7-2. No portion Rf Otc At7rbCipal Amount or interest earttecl thereon shall be {i) used in snaking loans the payment of principal ar interest of
which an: >n be guaranteed, in whole or in part, by the Unirod States ar any agency or instrumentality thereof, or (ii) invested, ditecQy or
indirectly, in federally imttued deposits or acoourrts if such investment would cause the financing under the Fiman~ng Documents tv be
"fiederffily b*uararraaed" within the meaning of Section 144(b) of the Cade.
Section iVIia_ ce]laner ys.
8-l, Lessee shall keep a complete and accurate teoorri of all owaers or assignees of the Financing Docutttertts in form and substance
satisfactory to comply with c6e negistratiort requirements of Secxion 149(x) of the Code unlcxs [.essor or its assignee agrees to act as Lessee's
agent foe such purpose.
8.2, Lessee shall maintain complete and accurate woords csgblishing the expenditure of t}te Principa] Amount and interest eami~s thereon
fora period of five {$} years after payment in fuJ 1 under the Financing Uoc;uments.
8.3. To the bent of the urxlersi'grted's knuu•ledgc, information and belief, the above expectations are traaonablc and there ar,r no other facts,
c:,sbmates or circun)stanoes that would materially change the expc~Katians expressed herein.
IN WITNESS WHFItEOF, Ihis Tax At~ement and /u'bitrage Certificate has been exeeutcd on behalf of Lrsgee as of February
15, 2005-
•
•
Village of NoNh Palm Beach, FL,
Levee
By:
Name: Marls arcs
1'itlc: Village Man er
Dace: p ~
Infl.1g5:LGS.a4}F~RPL ~IOCvrcv3.OP'Icasx 1~
RESa1JUTI0I~ 03-2005
A RESUt.UTION OF THE VILLAGT? CO(JNCIL OF TIC 'VILLAGE QF vORTH
PALM BL•ACH, FJrORIDA, ACCEPTII\G THE EQUIPMEiVT FINANCIItiTG
PROPOSAL, FROlt4 SU?~'TRUS7' LEASCNG CORPURATIOti ATTACHED AS
EXHIBIT' "A", FOR VARIOUS EQUIPVTEItiTT PL`ftCi-LASES I\T THE Ai~10UN"I' OF'
UP TQ 5223:00 ANTS AUTITORIZI?~G THE VILLAGE Vl!L~lAGER A_VD VILLAGE
Ct.ERK TO ENTER INTO ~LN AGREE'~ZENT, .AND PROVID]TlG FOR AN
EFFECTII~'E DATE,
BE TT IZESOLVEd BY TH_F VILLAGE OF NORTF-I PALL BEACH FLOTtIi7A;
Section l . The Village Gotcncil ai`the Village ofNor#i~ Palm Beacll, Florida, does hereby
appro•.e the p;uposal of SunTrust Leasing Co~~paratian, attached Hs !/xhibit "A", to
provide the financi;ig of various equipment purcl~ases in the amount of up to X223,500.
Section 2, Tltc Village Manager and Village Clerk ace hereby authorized and directed to
execute the master lease agreement and other related documents for and on behalf of the
• Village of l~'oith Palm Beach, subject to the approval ofthe Village Attorney.
Sectio~t 3_ This resolution shall ta~Ce efL'ect immediatel}' upon its adulation.
PASSED A_tiD ADOPTEI? TH1S 13th DAB' QF JA~iUARY, 2005
\\ n 1
r~ 1 ~ ...
/~ ~
/.6'
AgA 1 --
_ ThPs Is a True Copy .
~~7~" L /j~ " M t~'ITMFS3 WHEREOF, I here~xrto het
ATTEST: ~ ~ , QiJ f - ~aHlx the seal o ~ y~~la a of ^~~nda~
e J'atm eaa
VILLAGE CLERK ~°'~~ ~~ aay of
~t.a sow ~ _
•
Village
EXH1BlT b
Lease No.. Q3129
Equipment Schtdule: Ul
INCh1~'lBENCYCEItTI F1CAT'E
•
I do hereby certify that ! am the duly elected or appointt~d and acting Village Clean of VillagR oC Nort6 Palm Beach, F1., a
political subdivision duly organized and existing under the laws of the State of Florida, that 1 have custody of the records ofsuch entity, and
that, as of the date hereof, the individuals Wanted below arc the duly elected as appointed officxcs of such entity holding the of'6ces set forth
opposite their respective ttatties,
l further oertifj• that (i) the signatures aet opposite their respc;ctive names and titles are their true and authentic signatures and (ll}
such of~cer~ have the authority on txhalf of such entity to enter into drat etttein Master Lease Agvernent dated as of Fehzuary I5, 2005
between such entity and SunTrt~t Leasing Corporation.
NAME TLE S1GNA
Mark Baic4 Village t1•lanaeer
f)~ WITNESS WHEREQF,1 have duly executed This certi6c;ate as of this-ry~E~y °f ~~--~----, `S
~~
sy; ~' /~
Naroe: Mali. Teal
Title: Village Clerk
IfIR:1105:t,Eg.go-CgRFl.t)(?GM1r.SNMerwx 1
•
~ ~ yaw of=ric~s
BRANTANE? BALDVIIIN
330 FEDERAL HIGHUVAY
LAKE PARK, FLORIDA 33403
TELEPHONE {581)8453700
FAC5IMILE (581} 642-1548
email: brantandbaldwin~es.cam
GEORGE W. ftALOWIN wILUgM GRANT
OEG£A$E~
CHARLES ful, PiGOTT
of C01lntSEl
February 11, 2005
SunTrust Leasing Corporation
29 W. Susquehanna Ave., Suite 400
Towson, Maryland 21204
Re: Master Lease Agreement dated as of February T5, 200b (the "Agreement")
by and between SunTrust Leasing Corporation ("Lessor") and Village of
North Palrn Beach, FL {"Lessee")
Dear Sir:
We have acted as cpunsel to Lessee with respect to the Agreement described above and
various related matters, and in this capacity have reviewed a duplicate original or oertifted
copyfhereofand Equipment Schedule No. 01 executed pursuantthereto (togetherwiththe
P~yreement, the "Lease"). The terms capitalized in t#tis opinion but not defined herein shall
--- gave the meanings assigned to them in the Lease. Based upon the examination of thc~
and such other documents as we have doomed relevant, it is our opinion that:
Lessee is a political subdivision of t+te State of Florida (the "State") within the
meaning of Section 103(c) of the Internal Revenue Code of 1985, as
amended, and is duly organi2ed, existing and operating under the
Constitution and laws of the State.
2. Lessee is authorized and has the power under applicable law to enter into
the Lease, and to carry out its obligations thereunder and the ±ransactions
contemplated thereby.
3. The Lease has been duly authorized, executed and delivered by and on
behalf of Lessee, and is a legate, valid and binding obligation of Lessee
enforceable in accordance with its terms, exceptas enforcementthereaf may
be limited by bankruptcy, insolvency and other similar laws affecting the
enforcement of creditors' rights generally and by general equitable princiiples.
SunTrust Leasing Corporation
February 11, 2005
Page 2
4. The authorization and execution of the Lease and all other proceedings of
Lessee relating to the transactions contemplated thereby have been
performed in accordance with ail applicable open meeting, public records,
public bidding and all other laws, rules and regulations of the State.
3. The execution of the Lease and the appropriation of moneys to pay the
Rental Rayments coming due thereunder do not and will not result in the
violation of any constitutional, statutory or other limitation relating to the
manner, form or amount of indebtedness which maybe incurred by Lessee.
6. There is no litigation, action, suit or proceeding pending or before any cour#,
administrative agency, arbitrator or governmental body that challenges the
organization or existence of Lessee, the authority of Lessee or its officers or
its employees to enter into the Lease, the proper authorization and/or
execution of tt~e Lease or the documents oantemplat:ed #hereby, the
appropriation of moneys to make Rental Payments under the Lease for the
current Fiscal Year of Lessee, or the ability of Lessee, or the ability of Lessee
• otherwise to perform its obligations under the Lease and the transactions
contemplated thereby. To the best of our knowledge, no such litigation
action, suit or proceeding is threatened,
7. The Equipment is personal property, and when used by Lessee wi11 rat be
__ or become fixtures under the laws of the State.
8. Resolution No. 03-2Q05 of the governing body of Lessee was duly and validly
adopted by such governing body on January ?3, 2005, and such resolution
has not been amended, modified, supplemented or repealed and remains in
ful! force and effect.
This opinion may be relied upon by the addressee f~ereof and its successors and
assignees of interests in the Lease, but only with regard to matters specifically set forth
herein.
Very truly yours,
. ~~ ,r _i~-/ r
eorge W. aldwin
GWBInr
VllagelSunTrust i.easing 2.1?.05
•
EaC11IBIT F
Lease No.: 03129
Equipment Schedule: Ol
5UNTRUST ~A5ING CORPORATION
ESCROW AGIIiF;EbtEltiT
This ESCROW AGF:EEMENT made and entered into as Fcbrtrary 15, 2005 by and betwexrt SUNTRUST LEASING
CURI'Ol2AT1dN, a Virginia corporation ("Lessor"}, arnl V1LI,A,GE OI~ tiORTii PALM BEACH, FL a political subdivision of the
State ofFlarida ("Lessee").
Inconsideration of the mutual covcarants herein contained, the parties hercbo agree as fo)lows:
ARTICLE I. DEFJNI7`IONS AND RECIT4LS
Sect[on 1.1. Defloitlons. The terms defined in this Section shall, for all purposes of this Escrow A,greeerrreatt, have the mesrringa specified
below. The tennc capitalized in this Escrow Agreement but not dcfncd herein shall have the meanings assigned to them in the Mt4ster
Lease Agnrernent.
"AAqulSition Costs" means, with respect ro the Equiprnertt, the contract price paid or w be paid tv a Vendor thereof upset aoquuition or
delivery of any porticm of the L•quipment in accordance with the purt:hase order oa' contract therefor. Acquisition Coats trray include the
administrative, ertginccring, legal, financial and other coats incurred by the Lessee in connection with the eoguisition, delivery and financing
of the Equipment, if approved by Lessor,
Equipment" means the personal property described in the Acceptat-ee Certifipte executed pursuant to the Lease, together wills any and all
modifications, additions and alteratiorbs thereto, to be acquired fxom Iht; moneys held in the Equipment Aexluis?tion Fund
"Equipment Acquisition Fund" means the account by that name established and held at the Escrow 13ank pursua¢rt to Article IC of this
Escrow Agrcemertt.
"Escrow Agree:mem" means this Escrow Agtt~emettt and any duly authori~ad and executed amcrxlrttcm !hereto-
"Escrow Bank" means the financial institution oratty successor thereto seloeted by Lessee m hold the Equipmenrt Acquisitions Ftutd.
"Leese" means the Master Lca.4e together with the Equipment Schedule No.01 by and between Lessee and Lessor, and any duly authorized
and executed amendment thereto, the terrrts of which are incorporated herein by reference.
"Iviater Lease" trteans the Master Lease Agmentent, datcx3 ag of lcebn,ary 15, 2005, by and between Ltxsoe and Lessor, including any
.Equipment Schedules enterod into thereunder and any duly authorized and executed arncndrrtentHter'eto.
r'c~ayment Request Form" rnrans the document substantially in the forts attached hereto as Exhibit A to be executed by Lestaee and
submitted to Lrssorto attthoriie payment of Acquisition Cosa.
"Qualified Investmrnts" means (i} dinar genera] obligations of the United States of America; (iiJ obligations guaranteed by the (hated
States; (iii) genera] obligations of the agencies and ingtrumentalitieP of the United StaG`s; or (;v) certifitxtes of deposit, time deposiu or
demand deposits with any bank or savings institution qualified as a depository of public funds in tltc State oi' Florida, provided that such
ecrtificstes of aeposit, rime deposits or demand deposits, if not insut•ed by the Federal Deposit Cnsurartce Corporation or the Federal 5avir~,s
and Loan Insurance Corporation, are fully secured by obligations described in Clauses (i), (ii}, or {iii). In no evern s6a11 "Qualified
Investments" include any investments other than those permitted by any state, cotmry or municipal law applicabte a investment of Lessee's
funds; rovided, h,~v~, that neither Lessor nor the Escrow Bank shall be responsible for deterrgining the spplieability of any sack law
crud eacJt shall be entitled to rely solely on the determination of Lessee with respect to such rtmttcr.i.
ARTICLE CI. E~iIII?MEN'I` ACt~UISITION I1UND
SetNlon 2.1. E ai tnent A i ' n ~rnd. Lessee shall establish at the Esc:ruw Bank a special escrow account desigtra~d as the
"Equipment Acquisition tltnd" (the "F,quiptixnt Acquisition Fund"), shall keep such Fund separate and apart from all other funds and
mone~a; }geld by it and shall administer such Fund as provided in this Escrow Agreement,
Sartioo 2.2. D+eoosit. C:pon execution of the Lease and delivery to Lessor by Lessee of all documents required to be delivered thet+etmder,
Lessor shall depositor reuse m be deposited with the Escrow Bank the sum of5233,5W.00.
Sec n 23. Dis rsernentx. Lessee shall use the moneys in the Equipment Acquisition Fund solely to pay the Acgttisitian Cost of each
item of Equipment subject to the Lease. Upon receipt by Lessor of a properly completed Poymcatt Request Fotm, including all supporting
documerttdt;ion as act forth in the MastcT Lease, Lessor will review and oonfrrm in writing m the Lessee, via facsimile, that the Payment
12equest Fvrm is in compliance with the terms and conditions set forth in the Mash r Lease. Upon receipt of said oonfurrtation from Lessor,
vzaaoos:~s~-F~~oocxva~on~~ac. 21
Lessee shall disburse an atrwunt equal to the Acquisition Cost as shown therein and pay same dit~eetly to the person or entity entitled to
payment as specified thea~ein, Levee shall, within twenty four (24) hours afrer any distribution of funds Elam the Equipment Acquisition
Fund provide Lessor with documerrttttion satisfactory to Lessor of said disbursert-ertt_
NQTWITHSTANDlNCi ANY PRQVISION CONTAINED 1N TH1S ESCROW A{iREE.'vIENT OR ANY OTHF,R AG1~E>aMFNP
BETL4EEN THE PARTIES TO THE CONTRARY, LESSE>/ SHALL NOT DISBURSE ANY FUNI?S FROM THE EQU1PMFsM'
ACQUSTTiON FUND WffHOUT PR10R RECEIPT OF A CUNF[LLMED PAYMENT REQUEST FORM FROND THE LESSOR
~t[lTIIQRI2CNG SUCH DISBURS1vIENT.
Section 2.d. 77ansfers UooO Carnaletion. Unless all of the funds deposited by Lessor in the Equipment Acquisition l~tttd have barn
pt~eviously disbursed puesuartt ro Section 2.3 or paid to Lessar pursuant to S$cti0n 2.5, on August 15, 2006, Lessee shall pay all remaining
moneys in the Equipment Acquisition Fund to Lessor or its assignee for applicatiem as a prepayment of the unpaid Principal under the
related Lease, Atry amounts paid pursuant ba this Section 2.4 shall be subject to a prepayment fee oqual to two perroent {2%) of such
ameunt. Lessor shall apply amounts rec~eivetl under this Section 2.4 first tv unpaid fees, laze charges and collection costs, if any, which have
accrued or been incurred under the Master Lease, tlu:n m overdue Principal and lntcnst on the Lease and then, in dte sale discretion of
Lessor, either (i) tb Prinapal paymerr~ thereafter due under the Lease in the invease order of their maturities or (ii} proportiionately to each
Principal payment thereafter due under the [,case. In the event that Lessor elects ro apply any such amounts in accardanoe with clause {i} of
the ptncoding sentence, lasses shall continue to make Rental Payments as scheduled in the applicable Payment Schedule- In tare event that
Lessor elects to apply such amounts in accordance with clause {ii) of this Section 2.4, Lessor shall provide Lessee with a revised Payment
Schedule which shall reflect the revised Principal balsnec and reduced Cteittal Payments due under the Leas+e_
Section 2.5. LiauidaHon. Upon receipt of written notice from Lessor oa' l..essee that the Lease has boon terrrrinated pursuant tp Sections 3.2
or 13.2 thereof, L~esscc shall liquidate all investmrnts held in the Cquipmcnt Acquisition Fund and transfer the pr~ooeeds then:of and all o~
moneys held in the l:~quipmert Acquisition Fund to Lessor.
Section 2.6. Resoonsl le Psrh. The Lessee shall be responsible for the initiation of the disbursement pmcess purauanl to Secttoar 2.3
hereof. Lessor shall hat be t~esponsible for any additional monies assessed to l;~essee resulting froth disbursements made frown the
] quiptnent Acquisition Fund.
ARTICLE III. Tit:US'f; INVFST~I$~T
Section 3.1. IrcevocabJe Trust The moneys and investments held by Lessee under this Escrow Agreement are irr~ocably held in hra~rt
far the benefit of Lessor and Lessee, and such moneys, together widt any income or interest earned, shall be expended only as provided in
this Escrow Agrrx~rrtcrrt, and shalt nor be subject ro levy or attachment or lien by or for the benefit of atry creditor of either Lessor or Lessee
{otherihan I.essot's security interest granted heceumder}.
Settioo 3.2. investment. Moneys held in Equipment Acquisition Fund hereunder shall be invested and reinvested by Lessee only in
Qualified [nvestments, Such investments shall be registered in the name of Lessee and held by the Escrow Bank for the benefit of Lessar
and Lessee. Lessoc may purchase Or sell ro itself or any affiliate, a, principal or agent, investments authorised by this Article. Such
invcstrnents and re-investments sJeall he made giving full consideration for the time at which funds arc requin~ to be available. Any income
received on such invesnrtetiu shall be cnrcdited to the Equipment Acquisition Fund, Lessee shall not be responsible ar liable for any loss
suffered in connection with any investment of moneys rrrade by it in mcxardance with this Article.
Simon 3.4. Acxountio>v [.essee shall Keep corrrptete attd accurate remrdc of alt moneys received and disbursed tinder this Escrow
A~n-ent which shall be available for inspection by LeBSOr, or its agent, at any time during regular business hours upon prior w7ittrzr
n3quest Lessee shall furnis3t to Lessor no less than quarterly an aaoutrting of all investmatts and interest and income therefrom.
5eetiou 3.5. Terrrrinatlon. This Escrow Agnaettlent shalt terminate upon disbursement by Lrxsec of all moneys held by it het+etutder.
ARTCCLE lY. ADMIiYIS7'RATIYE PRQ1'ISIOIVS.
Sian 4.1. Notice. All written notices m be gven under this Escrow Ageetnent shall be given pursuant to the Master Lease
Section 4,2. Asslenroent. Except as expressly hcrtrin provided to the contrary, the rights and duties ofeach of the parties undue this Escrow
Agreement shall not be assignable to any person or catity without the written consent of the other party. Notwithstanding the above, Lessor
may freely a~apt all or any part of its interest in this Escrow Agreertrent and the Equipment Acquisition Fund in oonrutcdon with tut
assi~grtment by Lessor of i~ rights under the LcWse_
Section 6,3. BJndin Efi'ect, This Escrow Agreement shall be binding upon and inure to ins benefit of rile parties 9nd their respective
auoces9ors and assigns. Specifically, as used hczritr ftte term "Lessor" means any penrort or entity in whom Lessar has assigned its right tq
receive Rental Payments under the I.eaae,
5ettioo 4.4. Severahlliiv. Jn the event any provisinrr of this Escrow Agt~mertt shall tx held invalid or unenforrceable by any court of
cmttpetent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hect:af,
Section 4.5, Entire AQrermeM: Amendments. This Escrow Agreement constitutes the entire agreement of the parties with tit to the
subject rrtptter hereof and SupersEdes all prior and oontemporarreous writings, understandings, agreemems, solicitation documents and
represenreaaru, express or implied. This Escrow A.greernesrt rmy be amended ar modified only by written docurnerrts duly authotiaed,
executed and delivered by each of the parties hereto.
Section d,6. CaQtions. The captions or headir~s in this Agreenxnt are for convenience only turd in na way deFne, limit or describe the
I'26.2005tLS•BQ-ESKE7..[N)firc•.t'00.1rsor 2a
scope or intent of any provisiorts, Articles, Sections or Clauses hereof
Section 4.9. Further Assuraocev and Corrcctlne Iorfnt ts. Lessor and Lesser Agree that they will, from tuns ib tirrte, exocute,
acknowledge and deliver, oz cause tb be exeraned, acknowledged and delivered, such supplements herein and such further instztrments as
may be necc`sary cu- proper to carry out the imcntion or to faci)itate ~ perforrlienCC of the parties under tltis Eserpw Agreement, and for
better assuring and confirming the rights and benefits provided herr'in.
Section 4.8. GoverninE, Law. This Escrow Agreement shall be construed and governed in acaudanoe with the laws of the State of
Flaritla,
Seetio>t 4.4. Exeeut[on in Counte arts. Thic Fscn~+r Agteen~em may be simultar-eotrsly executed in several couttFetparts, each of which
shall be an original and all ofwhich steal l L,onslitute but one and the same Agreement
Section d,10. Waiver of Jury Ttfial. Lessor artd Lessee hereby waive any right to trial by jury in any action orprocceding with respect to,
in Wnnection with ar arising out ofthis Gsernw Agt'cuncnt.
(RF,~fAIiYDER 4P PAGE LEFT CNTEt~1TIONALi.Y 13LAldK]
i.Y8r3005:LES•!9(}F:SRF4DOCirc~.3~pryltseor 2 3
•
i
EXECUTION PAGE OF ESCROW AGREEMENT
IN WITNESS Wlf1ERFAF, the psrties have executed this Esctvw Ageement as ofthc day and year first written above,
SUNTRUST LEASING CORPORATIQN,
Lessor
By:
Name: Tvlic J. Powers
Title: Secretary
Address: 24 N'. Susquehanna Avenue
Suite 400
Towson, MD 212p4
~J
Telephone: 4 ] 0!307-6b00
Facsimile: 4101307-6702
Village of\orth I°'alm Beatty ILL
Lessce
$y: ~ r -
Namc: Mark Dates
Title: Village Manager
Address: 501 U.S. Highway to
North Palm Beach, FL 33408
Telephone: Sb]l841-33G0
Facsimile:
• u:a:Zoos:tes.~Q.FSxft,noa,„.s~noao,,,,, Z4
SUi~TRUST LEASING CURIt'ORATIpN
ADDENDUM TO EQUIP14ilENT SCI~IEDULIi NO. p1
TO ~'1ASTER LEASE AGREEi1'IENT (LE.A3E N0.03129}
RELATING TO SELF-INSURANCE
TFIIS ADD};NDU)<4 is made as of February 15, 2005, between SunTtvst Leasing Corporatinu (the "lessor"l and'~llage of Nor#h
Palm Beaely Fla, (the "Lessee")-
Recitals
A. Lessor and Z.essee have emened into a ivlaster Lease Agreement dated as of February 15, 2005 (the "Ags'eernerrt")-
B. Lessee desit~es to lease eguiyrrrerrt desicribed in Equipmern Schedule No- Ol to the Agreement (the "Equipment^) and Lessee has
requested that Lessor lease such Equipment to Lessee.
C- with respect to )equipment Schedule No, 0 t, Lessee. has requested that Lessor permit it to provide self-insurance for liability rlaitns attd
property damage.
D. Lessor is willing W grant Lessee's request subject to the fallowing temtd anal conditions.
NOW, Tl-IEREFOi~E, inconsideration of the premises and rnutuatl Povcnarrtg and ag~emcnts contained hewn and in the Agr~eearlent, it is
hereby ag+etd ae follows:
The terms capitalised in this Addendum fret rwt dt fined herein shall have the meanings assignod bo them in the Agnrernertt.
2- Lessee hereby represents and watrarns that all representations anal warranties caartained in the Agreerrterrt are true and correct as
of the date hereof and that r-eiQfter aNon-Appropriation nor any F,vent of Default or event which, with the passage of time or giving of
notice or both, would constitute an )event of Default has occurred under the A,gzocrnem-
3. x,10 other teirns and oonditirurs Of the Agreement not speciGeally amended by this Addendum shall rerrTain in full farce artd
afkct and are hereby ratifiod and confirmed by Lessee.
4, Lcasee ropr>rsents and warrants that alt rePt~sentation5 and warranties contained in the Questioru-aixe for Self- lrrsur-ance to
Master Lease Agnecrrrent {the "Questionnaire")are true and rorrect as of fJte Rate heroof-
5- Lessor acknowledges receipt of the Questionnaire ar-d, in t+elianoc upon the inforttTgtion provided thct~..iar, ~r,.rM~ th:t i.. sser
may satisfy the r~ttirerr-errts of Sec:tione 7.1 through 7.3 of the Agri:cmtent with respccr to Equipment Schedule No. O1 through srrlf-
insatanoe~
6. By written notice to Lessee, Lessor may mvo};e lies agreetttent relative to Equipment Schedule No- 01 m accept self-insurattoc in
lice of the insurance t'equitt:d by Section 7. i through 7.3 of the Agreement at any time during the related Lease Team when Lessor deems
itself insecure with tespeot to such self•insuranoe. Within shirty (30) days of receipt of notice from Lessor, Lessee agrees to obtain
insueanoe in oompliarroe with Section 7, 1, 7.2 anal 7,3 of the Agreement and provide nidence thereof bo Lessor.
t1tY WITNESS WHF~REOF, the parties by their duly authorised officers have executed this Addendum as of the date and year first above
written-
Y'el!$®e of Nerth Petro Beach, FL,
Lesser
i3y:
Name: Mark 13 s
Title: Village Mara
~~: o
f 1181)OAS:tE~gp-E50.FLJ.ICX:~~v,3•UO•Tcssar
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Sun')!'t'tt3t i.eas' Cortwralion.
1-gsor- .
By.
Name: Michael3, rs
Title: Secretary
Date;
3I
RESOLUTION NO. 02-2005
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM
BEACH, FLORIDA, AMENDING SECTION 4.02, NEW-HIRE, OF THE PERSONNEL
RULES AND REGULATIONS OF THE VILLAGE OF NORTH PALM BEACH WHICH
PROVIDES A PROCEDURE WHEREBY THE VILLAGE MANAGER APPROVES
APPOINTMENTS AND SALARIES OF NEWLY HIRED EMPLOYEES; AND, PROVIDING
FOR AN EFFECTIVE DATE.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA:
Section 1. The Village Council of the Village ofNorth Palm Beach, Florida, does hereby amend
Section 4.02, New-Hire Rate, of the Personnel Rules and Regulations of the Village of North Palm
Beach, and to read as follows:
"4.02 New-Hire Rate:
The minimum rate established for a job class shall be paid upon employment, except that the
"New-Hired" rate in amounts above the minimum may be authorized if the department head submits
adequate written justification and such action is approved by the Village Manager. Approval will be
based on the exceptional qualifications of the appointee or inability to employ adequate personnel at
the minimum rate."
Section 2. This resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 13th DAY OF JANUARY, 2005.
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• VILLAGE CLERK