HomeMy WebLinkAboutR26-146 RESOLUTION NO. R26-146
1 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
2 BEACH, FLORIDA, APPROVING A MASTER EQUIPMENT LEASE
3 PURCHASE AGREEMENT BETWEEN THE CITY AND LEASE SERVICING
4 CENTER, INC., DBA NCL GOVERNMENT CAPITAL, PIGGYBACKING ON
5 SOURCEWELL CONTRACT #092424-NCL, FOR A TOTAL AMOUNT OF
6 $8,989,759.60 FOR THE ALREADY ACQUIRED FIRE TRUCKS, RESCUE,
7 AND PUBLIC WORKS EQUIPMENT;AUTHORIZING THE EXECUTION OF
8 THE MASTER EQUIPMENT LEASE PURCHASE AGREEMENT AND SUCH
9 OTHER RELATED DOCUMENTS AS MAY BE NECESSARY TO COMPLETE
10 THE TRANSACTION CONTEMPLATED HEREIN; AND FOR ALL OTHER
11 PURPOSES.
12
13 WHEREAS, the City is a political subdivision duly organized and existing under the laws of
14 the State of Florida; and
15 WHEREAS, it is hereby determined that a true and real need exists for the acquisition of
16 certain equipment for use by the City's Fire Department, including fire trucks and emergency
17 rescue vehicles, and equipment for use by the City's public works department, including vacuum
18 container trucks and a backhoe loader (collectively, the "Equipment"); and
19 WHEREAS, the Equipment was identified for acquisition as part of the City's FY2026-2027
20 fleet replacement program, and to meet operational timelines the City proceeded to purchase the
21 Equipment directly, with several units (including the two SL75 fire trucks) already ordered,
22 received, and paid for in full; and
23 WHEREAS, rather than continuing to hold these assets as a direct capital outlay, staff is
24 recommending that the City enter into a tax-exempt municipal Lease-Purchase Agreement with
25 NCL Government Capital ("NCL") to finance the Equipment already acquired. This structure,
26 commonly referred to as a lease-purchase or "sale-leaseback" financing arrangement, allows the
27 City to convert cash already expended on the Equipment back into working capital, improving
28 cash flow and preserving reserves for other capital and operating priorities, while spreading the
29 cost of the Equipment over its useful life at a fixed, tax-exempt interest rate; and
30 WHEREAS, this contract is made pursuant to the City's piggyback exemption, and NCL
31 Government Capital is an approved vendor under Sourcewell Cooperative Purchasing Contract
32 #092424-NCL, a competitively solicited cooperative contract available for use by Florida
33 municipalities, satisfying the City's competitive procurement requirements without the need for a
RESOLUTION NO. R26-146
34 separate solicitation; and
35 WHEREAS, the financing is structured as four (4) separate schedules under a single lease-
36 purchase agreement. The total amount financed is $8,978,759.60, with annual payments
37 commencing July 31, 2027, at fixed rates of 4.74% (seven-year schedules) and 4.80% (ten-year
38 schedule). The total amount the City will pay over the life of the lease-purchase agreement is
39 $11,259,472.59; and
40 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
41 best interests of the City's citizens and residents to approve a Master Equipment Lease Purchase
42 Agreement between the City and Lease Servicing Center, Inc., dba NCL Government Capital,
43 piggybacking on Sourcewell Contract #092424-NCL, for a total amount of $8,989,759.60 for the
44 already acquired Equipment.
45 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
46 BEACH, FLORIDA, THAT:
47 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
48 being true and correct and are hereby made a specific part of this Resolution upon adoption.
49 SECTION 2. Findings. It is hereby ascertained, determined, and declared that:
50 (a) The City has a need for the Equipment.
Si (b) The City has determined that it is in the best financial interest of the City and its
52 inhabitants that the City lease and purchase the Equipment pursuant to a lease purchase financing
53 in an aggregate principal amount not to exceed $8,989,759.60 (the "Lease Purchase Financing")
54 to be provided by Lease Servicing Center, Inc. d/b/a NCL Government Capital, (together with any
55 assignee, the "Lessor"), in accordance with a financing proposal(s) dated July 29, 2026 (the
56 "Proposal") from Lessor and a Master Lease-Purchase Agreement and related addendum to be
57 entered into between the City and the Lessor.
58 (c) The City is authorized and empowered by the Constitution and laws of the State of
59 Florida, including particularly Chapter 166, Florida Statutes, and other applicable provisions of law,
60 to enter into the Lease Purchase Financing and to fully perform its obligations thereunder.
RESOLUTION NO. R26-146
61 (d) The City has taken the necessary steps, including any legal bidding requirements,
62 under applicable law to arrange for the lease purchase financing of the Equipment.
63 (e) The City has taken the necessary steps, including any legal bidding requirements,
64 under applicable law to arrange for the acquisition of the Equipment.
65 (f) The City's obligations under the Master Equipment Lease Purchase Agreement
66 shall be subject to annual appropriation or renewal by the City Commission as set forth in the
67 Agreement, and the City's obligations shall not constitute a general obligation of the City or
68 indebtedness under the Constitution or laws of the State.
69 (g) The City Commission anticipates that the City may pay certain capital expenditures
70 in connection with the Equipment prior to the receipt of the lease purchase proceeds for the
71 Equipment. The City Commission hereby declares the City's official intent to use the lease
72 purchase proceeds to reimburse itself for Equipment expenditures.This finding and declaration is
73 made for the purpose of establishing compliance with the requirements of Section 1.150-2 of
74 Treasury Regulations.The maximum aggregate principal amount of the Lease Purchase Financing
75 (or other tax-exempt obligations) expected to be issued to reimburse the City for such Equipment
76 expenditures is not expected to exceed $8,989,759.60. This section of the Resolution does not
77 bind the City to make any expenditure, incur any indebtedness, or proceed with the purchase of
78 the Equipment.
79 SECTION 3. Approval of Lease Purchase Financing. The City Commission of the City of
80 Boynton Beach, Florida, does hereby approve a Master Equipment Lease Purchase Agreement
81 between the City and Lease Servicing Center, Inc., dba NCL Government Capital, piggybacking on
82 Sourcewell Contract #092424-NCL, for a total amount of $8,989,759.60 (the "Agreement"), in
83 substantially the form presented to the City Commission at this meeting and in form and
84 substance similar to that attached as Exhibit A.
85 SECTION 4. Authorization of Execution of Master Lease Purchase Agreement and
86 Related Documents. For purposes of this Resolution, each of the Mayor, the City Manager, the
87 Finance Director, the City Attorney, and the City Clerk is hereby designated as an "Authorized
RESOLUTION NO. R26-146
88 Officer" of the City for purposes of executing and delivering the documents described in this
89 Section on behalf of the City:
90 (a) The Agreement, in substantially the same form as presented to this meeting, and
91 the terms and performance thereof are hereby approved, and an Authorized Officer is hereby
92 authorized to execute and deliver the Agreement on behalf of the City, with such changes therein
93 as shall be approved by such officer, such approval to be conclusively evidenced by such officer's
94 execution thereof.
95 (b) The schedules of equipment executed under the Agreement (the "Schedules"), in
96 substantially the same form as presented to this meeting, and the terms and performance thereof
97 are hereby approved, and an Authorized Officer of the City is hereby authorized to execute and
98 deliver the Schedules on behalf of the City, with such changes therein as shall be approved by
99 such officer, such approval to be conclusively evidenced by such officer's execution thereof.
100 (c) The Escrow Agreement among the City, the Lessor and the escrow agent named
101 therein (the "Escrow Agreement"), in substantially the same form as presented to this meeting,
102 and the terms and performance thereof are hereby approved, and an Authorized Officer of the
103 City is hereby authorized to execute and deliver the Escrow Agreement on behalf of the City, with
104 such changes therein as shall be approved by such officer, such approval to be conclusively
105 evidenced by such officer's execution thereof.
106 (d) The Federal Tax Agreement (the "Tax Agreement"), executed by the City, in
107 substantially the same form as presented to this meeting, and the terms and performance thereof
108 are hereby approved, and an Authorized Officer of the City is hereby authorized to execute and
109 deliver the Tax Agreement on behalf of the City, with such changes therein as shall be approved
110 by such officer, such approval to be conclusively evidenced by such officer's execution thereof.
111 (e) Each Authorized Officer is further authorized to execute and deliver any ancillary
112 or related documents required under the Agreement or necessary or desirable to accomplish the
113 purposes of the Agreement and this Resolution, including any term extensions as provided in the
114 Agreement.
RESOLUTION NO. R26-146
115 SECTION 5. General Authority; Additional Documents. The Mayor, City Manager, the
116 Finance Director, the City Attorney, the City Clerk and the other officers, attorneys, agents and
117 employees of the City are hereby authorized to do all acts and things required of them by this
118 Resolution or desirable or consistent with the requirements hereof for the full, punctual and
119 complete performance of all of the terms, covenants and agreements contained in the Lease
120 Purchase Agreement, the Lease Schedules and the Escrow Agreements, and they are hereby
121 authorized to execute, deliver and file, as applicable, all agreements, documents, tax compliance
122 certificates, certificates, opinions and forms which are necessary or shall reasonably be required
123 by the Lessor to effectuate the transactions described herein.
124 SECTION 6. Severability of Invalid Provisions. If any one or more of the covenants,
125 agreements or provisions of this Resolution shall be held contrary to any express provision of law
126 or contrary to the policy of express law, though not expressly prohibited, or against public policy,
127 or shall for any reason whatsoever be held invalid, then such covenants, agreements and
128 provisions shall be null and void and shall be deemed separable from the remaining covenants,
129 agreements and provisions of this Resolution, and shall in no way affect the validity of any of the
130 other covenants, agreements or provisions hereof.
131 SECTION 7. Effective Date. This Resolution shall take effect in accordance with the law.
132 [SIGNATURES ON THE FOLLOWING PAGE]
133
RESOLUTION NO. R26-146 S
134 PASSED AND ADOPTED this a day of ac,`q t.`,�T 2026.
135 CITY OF BOYNTON BEACH, FLORIDA
136 YES NO
137 Mayor— Rebecca Shelton ✓
138
139 Vice-Mayor—Thomas Turkin
140
141 Commissioner—Angela Cruz ✓
142
143 Commissioner— Mack McCray ✓
144
145 Commissioner—Aimee Kelley ',
146
147 OTE '
148 ATTEST:
149
150
2(76'7)
151 Tammy Sta lone, CMC Re ecca Shelton
152 City Clerk Mayor
153
154 APPROVED AS TO FORM:
155 (Corporate Seal)
156 �m157 - - .
158 � �OYNT04 ` Aa.)44-%,�
F 1 Shawna G. Lamb
• POR �
159 004, City Attorney
SEAL :_ '
:INCORPORATED;
•a• 1920 •.•
"s.....................
MASTER EQUIPMENT LEASE PURCHASE AGREEMENT
THIS MASTER EQUIPMENT LEASE PURCHASE AGREEMENT(the"Master Agreement"),is dated as of August 27,
2026,between LEASE SERVICING CENTER, INC. DBA NCL GOVERNMENT CAPITAL,a corporation organized and
existing under the laws of the State of Minnesota,as Lessor("Lessor"),and the CITY OF BOYNTON BEACH,FLORIDA,a
political subdivision organized and existing under the laws of the State of Florida,as Lessee("Lessee"),wherein the parties hereby
agree as follows:
WITNESSETH:
WHEREAS, Lessee desires to lease certain property from Lessor described in the schedules to this Master Agreement,
substantially in the form of Exhibit A hereto, that are to be executed from time to time by the parties hereto (such schedules,
whether now or hereafter executed,are hereinafter collectively referred to as the"Schedules,"and the items of property leased
to Lessee hereunder,together with all substitutions,proceeds,replacement parts,repairs,additions,attachments,accessories and
replacements thereto, thereof or therefor,are hereinafter collectively referred to as the"Equipment") subject to the terms and
conditions of and for the purposes set forth in this Master Agreement;and
WHEREAS,the relationship between the parties shall be a continuing one and items of property may be added to or deleted
from the Equipment from time to time by execution of additional Schedules by the parties hereto and as otherwise provided
herein;and
WHEREAS,Section 2-56.1 of the City Code and Section IX(Alternatives to Formal Sealed Bids),Item 8(Piggy-backing)
of Lessee's Purchasing Policy Manual authorize Lessee to piggyback upon a contract competitively procured by another
governmental entity or a not-for-profit purchasing cooperative where doing so provides the best product or service at the best
price without compromising the specifications or quality desired, and where the originating entity complied with procurement
requirements equal to or exceeding those of Lessee;and
WHEREAS, Sourcewell is a Minnesota local government and service cooperative organized under Minnesota Statutes
Section 123A.21 that competitively solicits and awards cooperative purchasing contracts on behalf of its participating
governmental members, and thereby constitutes a not-for-profit purchasing cooperative within the meaning of Lessee's
Purchasing Policy Manual;and
WHEREAS,following a competitive solicitation process(Solicitation No.092424)that was publicly advertised,evaluated,
and ratified by the Sourcewell Board of Directors,Sourcewell awarded Master Agreement No.092424-NCL to Lessor for Tax-
Exempt Municipal Leasing with Related Services,which contract is currently active through November 15,2028;and
WHEREAS,the Equipment and the financing to be provided under this Master Agreement fall within the scope of the goods
and services competitively solicited and awarded under Sourcewell Contract No. 092424-NCL, and have not been expanded
beyond the scope of that underlying contract;and
WHEREAS,the pricing offered to Lessee under this Master Agreement is equal to or lower than the pricing established
under Sourcewell Contract No.092424-NCL,in accordance with Lessee's Purchasing Policy Manual;and
WHEREAS, Lessee has contacted the originating contracting entity and confirmed that there are no performance issues
under Sourcewell Contract No.092424-NCL;and
WHEREAS,the proposed piggyback of Sourcewell Contract No.092424-NCL has been submitted to and reviewed by the
City of Boynton Beach Attorney's Office prior to execution,as required by Lessee's Purchasing Policy Manual;and
WHEREAS, the aggregate amount payable under this Master Agreement exceeds $75,000, and the City Commission
approved Lessee's piggyback of Sourcewell Contract No.092424-NCL and authorized execution of this Master Agreement by
Resolution No.R26- 1 HIO ,adopted on August-2S<2026;and[Note to Lessee: Please provide signed copy of the authorizing
resolution.)
WHEREAS,Lessee has determined that piggybacking Sourcewell Contract No. 092424-NCL serves the best interests of
the City and satisfies the requirements of the City's Purchasing Policy Manual applicable to cooperative and piggyback purchases;
WHEREAS,Lessee is authorized under the constitution and laws of the State to enter into this Master Agreement for the
purposes set forth herein;
NOW,THEREFORE,for and in consideration of the premises hereinafter contained,the parties hereby agree as follows:
Section 1. Definitions. The following terms will have the meanings indicated below unless the context clearly requires
otherwise:
"Code"means the Internal Revenue Code of 1986,as amended.
"Commencement Date"means,with respect to any Lease,the date when the term of this Master Agreement with respect
to that Lease and Lessee's obligation to pay Rental Payments under that Lease commences,which date shall be the earlier of(i)
the date on which the Equipment listed in the related Schedule is accepted by Lessee in the manner described in Section 13,or
(ii)the date on which sufficient moneys to purchase the Equipment listed in that Schedule are deposited for that purpose with an
escrow agent.
"Equipment"means the property subject to a Lease,as described in the related Schedule,and all replacements,substitutions,
repairs,restorations,modifications,attachments,accessions,additions and improvements thereof or thereto.
"Event of Default"means,with respect to any Lease,an Event of Default described in Section 35.
"Fiscal Year"means the fiscal year of Lessee,which is from October 1 to September 30.
"Lease"means an individual Schedule and this Master Agreement,the terms and provisions of which are incorporated into
the Schedule,except as provided therein.
"Lease Term"means,with respect to any Lease,the Original Term and all Renewal Terms of that Lease,but ending on the
occurrence of the earliest event specified in Section 6.
"Lessee"means the entity described as such in the first paragraph of this Master Agreement,its successors and its assigns.
"Lessor"means,with respect to each Lease,(i)if Lessor's interest in,to and under that Lease has not been assigned pursuant
to Section 33, the entity described as such in the first paragraph of this Master Agreement, its successors and assigns,or(ii) if
Lessor's interest in,to and under that Lease has been assigned pursuant to Section 33,the assignee thereof,its successors and
assigns.
"Master Agreement"means this Master Equipment Lease Purchase Agreement,including any exhibit made a part hereof by
the parties hereto,together with any amendments to this Master Agreement.
"Maximum Lease Term"means,with respect to any Lease,the Original Term and all Renewal Terms through the Lease Term
including the last Rental Payment Date set forth in the related Payment Schedule that is part of that Lease.
"Net Proceeds"means the amount remaining from the gross proceeds of any insurance claim or condemnation award after
deducting all expenses(including attorneys'fees)incurred in the collection of such claim or award.
"Original Term"means,with respect to any Lease,the period from the Commencement Date for the related Schedule that is
part of that Lease until the end of the Fiscal Year of Lessee in effect at that Commencement Date.
"Payment Schedule"means,with respect to any Lease,the schedule of Rental Payments and Purchase Price attached to the
related Schedule.
"Purchase Price"means the amount set forth in the Payment Schedule for any Lease that Lessee may,at its option,pay to
Lessor to purchase the Equipment subject to such Lease.
"Renewal Terms"means,with respect to any Lease,the optional renewal terms of that Lease,each having a duration of one
year and a term co-extensive with Lessee's Fiscal Year.
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"Rental Payment Dates"means,with respect to any Lease,the dates set forth in the Payment Schedule for the related Schedule
on which Rental Payments are due.
"Rental Payments"means the basic rental payments payable by Lessee pursuant to Section 9.
"Schedule" means any Schedule to this Master Agreement, entered into in substantially the form of Exhibit A hereto,
executed and delivered from time to time by the parties hereto.
"State"means the State of Florida.
"Vendor"means any manufacturer of the Equipment as well as the agents or dealers of the manufacturer from whom Lessor
purchased or is purchasing the Equipment,as set forth in the related Schedule.
Section 2. Representations and Covenants of Lessee. Lessee represents,warrants and covenants for the benefit of Lessor as
• follows with respect to each Lease and related Schedule:
(a) Lessee is a political subdivision duly organized and existing under the laws of the State. Lessee will do or cause
to be done all things to preserve and keep in full force and effect its existence as a political subdivision. Lessee has a substantial
amount of one or more of the following sovereign powers: (i)the power to tax,(ii)the power of eminent domain,and(iii)
police power.
(b) Lessee is authorized under the constitution and laws of the State to enter into the Lease and this Master Agreement,
which is incorporated therein, and the transactions contemplated thereby and hereby and to perform all of its obligations
thereunder and hereunder.
(c) Lessee has been duly authorized to execute and deliver the Lease and this Master Agreement, which is
incorporated therein,by proper action and approval of its governing body at a meeting duly called,regularly convened and
attended throughout by a requisite majority of the members thereof or by other appropriate official approval.
(d) Each Lease constitutes a legal,valid and binding obligation of Lessee enforceable in accordance with its terms,
except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting creditors' rights
generally.
(e) As of the Commencement Date,no event or condition that constitutes,or with the giving of notice or the lapse of
time or both would constitute,an Event of Default exists under the Lease or any other Lease previously entered into pursuant
to this Master Agreement.
(f) Lessee has,in accordance with the requirements of law,fully budgeted and appropriated sufficient funds for the
current Fiscal Year to make the Rental Payments scheduled to come due during the current Fiscal Year and to meet its other
obligations under the Lease for the current Fiscal Year,and such funds have not been expended for other purposes.
(g) Lessee has complied with such public bidding requirements as may be applicable to the Lease and the acquisition
by Lessee of the Equipment thereunder.
(h) There is no action,suit,proceeding,inquiry or investigation,at law or in equity,before or by any court,public
board or body,pending or threatened against or affecting Lessee,nor to the best knowledge of Lessee is there any basis therefor,
wherein an unfavorable decision,ruling or finding would materially adversely affect the transactions contemplated by the Lease
or any other document,agreement or certificate which is used or contemplated for use in the consummation of the transactions
contemplated by the Lease or this Master Agreement or materially adversely affect the fmancial condition or properties of
Lessee.
(i) All authorizations,consents and approvals of governmental bodies or agencies required in connection with the
execution and delivery by Lessee of the Lease or in connection with the carrying out by Lessee of its obligations thereunder
have been obtained.
(j) The entering into and performance of the Lease or any other document or agreement contemplated thereby to
which Lessee is or is to be a party will not violate any judgment,order,law or regulation applicable to Lessee or result in any
breach of,or constitute a default under,or result in the creation of any lien,charge,security interest or other encumbrance on
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any assets of Lessee or 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 by which it or its assets may be bound,except as therein provided.
(k) During the Lease Term, the Equipment to be acquired under the Lease will be used only for the purpose of
performing essential functions of Lessee or to the service Lessee provides to its citizens. Lessee has a present need for the
Equipment listed on the Schedule related to the Lease,and expects to make immediate use of such Equipment upon delivery
and acceptance thereof. Lessee's need for the Equipment is not temporary and Lessee does not expect the need for any item of
the Equipment to diminish in the foreseeable future, including the Maximum Lease Term applicable to such item. The
Equipment will be used by Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary
functions consistent with the permissible scope of Lessee's authority.
(I) Neither the payment of the Rental Payments under the Lease nor any portion thereof is(i)secured by any interest
in property used or to be used in a trade or business of a non-exempt person(within the meaning of Section 103 of the Code)or
in payments in respect of such property or(ii)derived from payments in respect of property,or borrowed money,used or to be
used in a trade or business of a non-exempt person(within the meaning of Section 103 of the Code). No portion of the Equipment
will be used directly or indirectly in any trade or business carried on by any non-exempt person(within the meaning of Section
103 of the Code).
(m) Lessee will comply with all applicable provisions of the Code,including without limitation Sections 103 and 148
thereof,and the applicable regulations of the United States Department of the Treasury(the"Treasury Department")to maintain
the exclusion of the interest components of Rental Payments from gross income for purposes of federal income taxation.
(n) Lessee will use the proceeds of the Lease as soon as practicable and with all reasonable dispatch for the purpose
for which such Lease is entered into. No part of the proceeds of a Lease will be invested in any securities,obligations or other
investments or used,at any time,directly or indirectly,in a manner which,if such use had been reasonably anticipated on the
date of the execution and delivery of such Lease,would have caused any portion of Lessee's obligation under the Lease to be
or become an "arbitrage bond" within the meaning of Section 103(b)(2) or Section 148 of the Code and the applicable
regulations of the Treasury Department.
(o) Lessee has never failed to pay payments coming due under any bond issue,lease purchase agreement or other
indebtedness obligation of Lessee.
(p) The useful life of the Equipment under the Lease will not be less than the Maximum Lease Term for that Lease.
(q) The application,statements and credit or financial information submitted by Lessee to Lessor are true and correct
and made to induce Lessor to enter into the Lease and the related escrow agreement,and Lessee has experienced no material
change in its financial condition since the date(s)of such information.
(r) Lessee shall pay the excess(if any)of the actual costs of acquiring the Equipment under a Lease in excess of the
amount deposited by Lessor in the escrow fund established under any related escrow agreement allocated to payment of costs
of the Equipment for such Lease and interest earnings thereon.
(s) The Equipment to be acquired under the Lease is not a replacement, repair, substitution or proceeds of any
equipment or personal property subject to a prior lien or security interest of a third party.
(t) If applicable,Lessee is the fee owner of the real estate where the Equipment acquired under the Lease is and will
be located and has good and marketable title thereto,and,except for the Lease,there exists no mortgage,pledge,lien,security
interest,charge or other encumbrance of any nature whatsoever on or with respect to such real estate.
Section 3. Conditions to Lessor's Performance under Schedules. As a prerequisite to the performance by Lessor of any
of its obligations pursuant to the execution and delivery of any Schedule,Lessee shall deliver to Lessor the following:
(a) Opinion(s)of Counsel to Lessee in substantially the form attached hereto as Exhibit B respecting such Schedule
and otherwise satisfactory to Lessor.
(b) Closing Certificate executed by duly authorized officers of Lessee, in substantially the form attached hereto as
Exhibit C respecting such Schedule and otherwise satisfactory to Lessor.
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(c) Essential Use Certificate executed by a duly authorized officer of Lessee,in substantially the form attached hereto
as Exhibit D respecting such Schedule,completed to the satisfaction of Lessor.
(d) All documents,including acceptance certificate,escrow agreement,tax agreement,affidavits,notices and similar
instruments,in form satisfactory to Lessor,which Lessor deems necessary or appropriate at that time pursuant to
Section 22.
(e) Such other items,if any,as are set forth in such Schedule or are reasonably required by Lessor.
Section 4. Lease of Equipment. Lessor hereby demises, leases and lets to Lessee,and Lessee rents, leases and hires from
Lessor,the Equipment in accordance with the provisions of the related Lease for the Lease Term thereof.
Section 5. Lease Term. The Original Term of each Lease will commence on the Commencement Date and will terminate on
the last day of Lessee's current Fiscal Year. The Lease Term for each Lease may be continued,solely at the option of Lessee,at the
end of the Original Term or any Renewal Term for an additional Renewal Term up to the Maximum Lease Term for that Lease. At
the end of the Original Term and at the end of each Renewal Term until the Maximum Lease Term has been completed for a Lease,
Lessee will be deemed to have exercised its option to continue this Master Agreement for the next Renewal Term unless Lessee
shall have terminated this Master Agreement pursuant to Section 6 or Section 31. The terms and conditions during any Renewal
Term will be the same as the terms and conditions during the Original Term,except that the Rental Payments will be as provided in
the Payment Schedule.
Section 6. Termination of Lease Term. The Lease Term for each Lease will terminate upon the earliest of any of the following
events:
(a) the expiration of the Original Term or any Renewal Term of that Lease and the nonrenewal of that Lease in the
event of nonappropriation of funds pursuant to Section 8;
(b) the exercise by Lessee of the option to purchase the Equipment under that Lease granted pursuant to the provisions
of Section 31 and payment of the Purchase Price and all amounts payable in connection therewith;
(c) an Event of Default by Lessee and Lessor's election to terminate that Lease under Section 36;or
(d) the payment by Lessee of all Rental Payments authorized or required to be paid by Lessee under that Lease during
the Maximum Lease Term thereof.
Section 7. Continuation of Lease Term. Lessee currently intends,subject to the provisions of Section 8 and Section 12,to
continue the Lease Term for each Lease through the Original Term and all of the Renewal Terms and to pay the Rental Payments
hereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Rental Payments during the
Maximum Lease Term for each Lease can be obtained. The responsible financial officer of Lessee will do all things lawfully within
such officer's power to obtain and maintain funds from which the Rental Payments of each Lease may be made,including making
provision for such Rental Payments to the extent necessary in each proposed annual budget submitted for approval in accordance
with applicable procedures of Lessee,and to exhaust all available review and appeals in the event such portion of the budget is not
approved. Notwithstanding the foregoing,the decision whether or not to budget or appropriate funds or to extend a Lease for any
Renewal Term is solely within the discretion of the then current governing body of Lessee.
Section 8. Nonapproprlation. Lessee is obligated only to pay such Rental Payments under each Lease as may lawfully be
made from funds budgeted and appropriated for that purpose during Lessee's then current Fiscal Year. In the event sufficient funds
will not be appropriated or are not otherwise legally available to pay the Rental Payments required to be paid in the next occurring
Renewal Term,that Lease will be deemed to be terminated at the end of the then current Original Term or Renewal Term for such
Lease. Lessee agrees to deliver notice to Lessor of such termination of a Lease at least 90 days prior to the end of the then current
Onginal Term or Renewal Term,but failure to give such notice will not extend the Lease Term beyond such Original Term or
Renewal Term of such Lease. If a Lease is terminated in accordance with this Section,Lessee agrees, at Lessee's sole cost and
expense,to peaceably deliver the Equipment then subject to that Lease to Lessor at the location or locations specified by Lessor.
Upon return of the Equipment to Lessor,Lessor will use its best efforts to lease or sell the Equipment upon such terms as Lessor in
its reasonable judgment deems prudent. Lessor will apply the net proceeds of that sale or lease in the following manner: (i)first,to
reimburse Lessor for all costs associated with the taking,removing,holding,repairing and leasing or selling of the Equipment;(ii)
second,to pay to Lessor an amount equal to the Purchase Price for the Equipment at the time of the termination of the Lease;(iii)
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third,to pay to Lessor the amount necessary to satisfy Lessee's remaining obligations under the Lease and this Master Agreement;
and(iv)fourth,to remit any amounts thereafter remaining to Lessee. No deficiency will be allowed against Lessee.
Section 9. Rental Payments. Lessee will pay Rental Payments from all legally available funds,in lawful money of the United
States of America to Lessor in the amounts and on the dates set forth in the Payment Schedule for each Lease,such payment to be
made by wire transfer or other form of electronic payment in accordance with written instructions provided by Lessor or, with
Lessor's consent,by such other commercially reasonable method of payment. Rental Payments will be in consideration for Lessee's
use of the Equipment that is subject to such Lease during the Fiscal Year in which such payments are due. Any Rental Payment not
received on or before its due date will bear interest at the rate of 10% per annum or the maximum amount permitted by law,
whichever is less,from its due date.
In the event that it is determined that any of the interest components of Rental Payments for a Lease may not be excluded from
gross income for purposes of federal income taxation,Lessee agrees to pay to Lessor promptly after any such determination and on
each Rental Payment Date thereafter for that Lease an additional amount determined by Lessor to compensate Lessor for the loss of
such excludability(including without limitation, compensation relating to interest expense, penalties or additions to tax), which
determination shall be conclusive absent manifest error. Any such additional amount shall be payable by Lessee from a supplemental
appropriation,and the determination regarding the appropriation of such supplemental amounts shall be solely within the discretion
of the then current governing body of Lessee.
Section 10. Interest Component. As set forth on the Payment Schedule for a Lease,a portion of each Rental Payment is paid
as,and represents payment of,interest.
Section 11. Rental Payments To Be Unconditional. Except as provided in Section 8,the obligations of Lessee to make
Rental Payments and to perform and observe the other covenants and agreements contained herein shall be absolute and
unconditional in all events without abatement,diminution,deduction,set-off or defense,for any reason,including without
limitation any failure by the Vendor to deliver or install the Equipment or otherwise perform any of its obligations for
whatever reason,including bankruptcy,insolvency,reorganization or similar event with respect to the Vendor or under any
agreement between Lessee and the Vendor,disputes with Lessor or the Vendor, any defects,malfunctions, breakdowns or
infirmities in the Equipment or any accident,condemnation or unforeseen circumstances.
Section 12. Rental Payments to Constitute a Current Expense of Lessee. The obligation of Lessee to pay Rental Payments
hereunder will constitute a current expense of Lessee payable from sources other than ad valorem taxes,and does not constitute a
mandatory payment obligation of Lessee in any fiscal year beyond the then current fiscal year of Lessee. Lessee's obligations
hereunder will not in any way be construed to be an indebtedness of Lessee in contravention of any applicable constitutional,charter
or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor will anything contained herein
constitute a pledge of the ad valorem tax revenues, funds or moneys of Lessee. Lessor and Lessee further understand that the use
of the ad valorem taxing power to make Rental Payments cannot be compelled.
Section 13. Delivery,Installation and Acceptance of the Equipment. Lessee will order the Equipment,cause the Equipment
to be delivered and installed,as applicable,at the location(s)specified in the applicable Schedule and pay any and all delivery and
installation costs in connection therewith. When the Equipment listed in any Schedule has been delivered and installed,Lessee will
immediately inspect such Equipment and accept such Equipment after Lessee,in its sole discretion,determines that such Equipment
is satisfactory,and evidence said acceptance by executing and delivering to Lessor an acceptance certificate in form and substance
acceptable to Lessor. After it has been accepted,the location(s)for the Equipment will not be changed from the location(s)specified
in the applicable Schedule without Lessor's consent,which consent will not be unreasonably withheld.
Section 14. Enjoyment of Equipment. Lessor hereby covenants with Lessee that Lessor shall not interfere with Lessee's
quiet use and enjoyment of the Equipment during the Lease Term of the Lease,and Lessee will peaceably and quietly have and hold
and enjoy the Equipment during such Lease Term,without suit,trouble or hindrance from Lessor,except as otherwise expressly set
forth in this Master Agreement.
Section 15. Right of Inspection. Lessor will have the right at all reasonable times during regular business hours to enter into
and upon the property of Lessee for the purpose of inspecting the Equipment.
Section 16. Use of the Equipment. Lessee will not install,use,operate or maintain the Equipment improperly,carelessly,in
violation of any applicable law or in a manner contrary to that contemplated by this Master Agreement. Lessee will obtain or cause
to be obtained all permits and licenses, if any,necessary for the installation and operation of the Equipment. In addition,Lessee
agrees to comply in all respects(including,without limitation,with respect to the use,maintenance and operation of each item of
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the Equipment) with all applicable laws, regulations and rulings of any legislative, executive, administrative or judicial body;
provided, however,that Lessee may contest in good faith the validity or application of any such law, regulation or ruling in any
reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Equipment or its
interest or rights under this Master Agreement.
Section 17. Maintenance of Equipment. Lessee agrees that it will,at Lessee's own cost and expense,maintain,preserve and
keep the Equipment in good repair, working order and condition. Lessor will have no responsibility to maintain, or repair or to
make improvements or additions to the Equipment. If requested to do so by Lessor, Lessee will enter into a maintenance contract
for the Equipment with the Vendor or other entity qualified to maintain and repair the Equipment.
Section 18. Title to the Equipment. During the Lease Term of a Lease,title to the Equipment that is subject to each Lease
and any and all additions,repairs,replacements or modifications that are added to the Equipment that is subject to that Lease will
vest in Lessee,subject to the rights of Lessor thereunder;provided that title will thereafter immediately and without any action by
Lessee vest in Lessor, and Lessee will immediately surrender possession of the Equipment that is subject to that Lease to Lessor
upon(a)any termination of this Master Agreement other than termination pursuant to Section 31 or(b)the occurrence of an Event
of Default with respect to a Lease. It is the intent of the parties hereto that any transfer of title to Lessor pursuant to this Section will
occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. Lessee will,
nevertheless,execute and deliver any such instruments as Lessor may request to evidence such transfer. Notwithstanding,if Lessee
does not execute and deliver such instrument within ten(10)days of Lessor's request in accordance with this Section, Lessor may
endorse the name of Lessee upon any bill of sale, document, instrument, invoice, freight bill, bill of lading or similar document
relating to the Equipment that is subject to that Lease in order to vest title in Lessor and transfer possession to Lessor. This Section
survives the termination of this Master Agreement.
Section 19. IReservedi.
Section 20. Personal Property;No Encumbrances.Lessor and Lessee agree that the Equipment is and will remain personal
property. The Equipment will not be deemed to be affixed to or a part of the real estate on which it may be situated,notwithstanding
that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to such real estate
or any building thereon. Upon the request of Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the
Equipment from any party having an interest in any such real estate or building. Lessee shall not create,incur,assume or permit to
exist any mortgage,pledge,lien,security interest,charge or other encumbrance of any nature whatsoever on any of the real estate
where the Equipment is or will be located or enter into any agreement to sell or assign or enter into any sale/leaseback arrangement
of such real estate without the prior written consent of Lessor;provided,that if Lessor or its assigns is furnished with a waiver of
interest in the Equipment acceptable to Lessor or its assigns in its discretion from any party taking an interest in any such real estate
prior to such interest taking effect,such consent shall not be unreasonably withheld.
Section 21. Liens,Taxes, Other Governmental Charges and Utility Charges. Lessee will keep the Equipment free and
clear of all liens, charges and encumbrances, except those created under this Master Agreement. The parties to this Master
Agreement contemplate that the Equipment will be used for a governmental or proprietary purpose of Lessee and,therefore,that the
Equipment will be exempt from all property taxes and other similar charges. If the use,possession or acquisition of the Equipment
is found to be subject to taxation in any form,Lessee will pay all taxes and governmental charges lawfully assessed or levied against
or with respect to the Equipment. Lessee will pay all utility and other charges incurred in the use and maintenance of the Equipment.
Lessee will pay such taxes and charges as the same become due;provided that,with respect to any such taxes and charges that may
lawfully be paid in installments over a period of years,Lessee will be obligated to pay only such installments that accrue during the
Lease Term of a Lease.
Section 22. Insurance. At its own expense, Lessee will maintain(a)casualty insurance insuring the Equipment against loss
or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State and any other
risks reasonably required by Lessor in an amount at least equal to the then applicable Purchase Price of the Equipment,(b)liability
insurance that protects Lessor from liability in all events in form and amount satisfactory to Lessor,and(c)workers'compensation
coverage as required by the laws of the State;provided that,with Lessor's prior written consent,Lessee may self-insure against the
risks described in clauses(a)and(b).All insurance proceeds from casualty losses will be payable as hereinafter provided. Lessee
will furnish to Lessor certificates evidencing such coverage throughout the Lease Term of each Lease. If applicable, Lessee shall
also provide or cause to be provided to Lessor payment and performance bonds from the Vendor,together with dual obligee rider
naming Lessor as an additional obligee,issued by a surety company rated"A"or better by AM Best in an amount equal to or greater
than the cost of the Equipment.
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All such casualty and liability insurance will be with insurers that are acceptable to Lessor,will name Lessee and Lessor as
insureds and will contain a provision to the effect that such insurance will not be cancelled or modified materially without first
giving written notice thereof to Lessor at least ten days in advance of such cancellation or modification. All such casualty insurance
will name Lessor as an additional insured and contain a provision making any losses payable to Lessee and Lessor,as their respective
interests may appear. All such liability insurance will name Lessor as an additional insured.
Section 23. Advances. In the event Lessee fails to maintain the insurance required by this Master Agreement,pay taxes or
charges required to be paid by it under this Master Agreement or fails to keep the Equipment in good repair and operating condition,
Lessor may(but will be under no obligation to)purchase the required policies of insurance and pay the cost of the premiums thereof,
pay such taxes and charges and make such Equipment repairs or replacements as are necessary and pay the cost thereof. All amounts
so advanced by Lessor will become additional rent for the then current Original Term or Renewal Term. Lessee agrees to pay such
amounts with interest thereon from the date paid at the rate of 10%per annum or the maximum permitted by law,whichever is less.
Section 24. Financial Information. Lessee shall maintain proper books of record and account in which proper entries shall
be made in accordance with generally accepted government accounting standards,consistently applied,of all its business and
affairs. Lessee shall have an annual audit of the financial condition of Lessee made by an independent certified public accountant
promptly following the end of each Fiscal Year. Such report shall include statements in reasonable detail, certified by such
accountant,reflecting Lessee's financial position as of the end of such Fiscal Year and the results of Lessee's operations and
changes in the financial position of its funds for the Fiscal Year. Lessee shall furnish to Lessor copies of such audit report
immediately after it is accepted by Lessee,but not later than 360 days after the end of the Fiscal Year.If the audit is publicly
available on Lessee's website or on the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system,
or its successor("EMMA"),the requirement to provide the audit to Lessor will be satisfied if Lessee emails a link to the posted
item to Lessor within such 360-day period. In the event that the audited financial statements are not available within 360 days
after the end of the Fiscal Year, Lessee will furnish unaudited financial statements to Lessor in the manner described in this
Section,and will then supply the audited financial statements to Lessor immediately upon the availability thereof.
Section 25. Release and Indemnification. To the extent permitted by law,Lessee will indemnify,protect and hold harmless
Lessor from and against any and all liability,obligations,losses,claims and damages whatsoever,regardless of cause thereof,and
expenses in connection therewith(including,without limitation,counsel fees and expenses and any federal income tax and interest
and penalties connected therewith imposed on interest received) arising out of or as the result of(a)the entering into this Master
Agreement and any Lease, (b)the ownership of any item of the Equipment, (c)the manufacturing, ordering, acquisition, use,
operation,condition,purchase, delivery,rejection,storage or return of any item of the Equipment,(d)any accident in connection
with the operation,use,condition,possession,storage or return of any item of the Equipment resulting in damage to property or
injury or death to any person or(e)the breach of any covenant herein or any material misrepresentation contained herein,except for
those liabilities, obligations, losses, claims and damages arising from the sole negligence or willful misconduct of Lessor. The
indemnification arising under this Section will continue in full force and effect notwithstanding the full payment of all obligations
under this Master Agreement and any Lease or the termination of the Lease Term for a Lease for any reason.
Section 26. Risk of Loss. Whether or not covered by insurance or self-insurance, and subject to the limitations of Section
768.28, Florida Statutes,Lessee hereby assumes all risk of loss of, or damage to and liability related to injury or damage to any
persons or property arising from the Equipment caused by Lessee's negligent acts or omissions,and no such loss of or damage to
or liability arising from the Equipment shall relieve Lessee of the obligation to make the Rental Payments or to perform any other
obligation under this Master Agreement and any Lease.Whether or not covered by insurance or self-insurance,Lessee hereby agrees
to be responsible(subject to the limitations of Section 768.28,Florida Statutes,and only from legally available funds)for any and
all liabilities,obligations,losses,costs,claims,taxes or damages suffered or incurred by Lessor,caused by Lessee's negligent acts
or omissions and all expenses incurred in connection therewith arising out of or as a result of(a) entering into of this Master
Agreement,any Lease or any of the transactions contemplated hereby, (b)the ordering, acquisition, ownership, use, operation,
condition,purchase,delivery,acceptance,rejection,storage or return of any item of the Equipment,(c)any accident in connection
with the operation,use,condition,possession,storage or return of any item of the Equipment resulting in damage to property or
injury to or death to any person,and/or(d)the breach of any covenant of Lessee under or in connection with this Master Agreement
or any Lease or any material misrepresentation provided by Lessee under or in connection with this Master Agreement or any Lease.
The provisions of this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this
Master Agreement or the termination hereof for any reason.Each party shall be responsible for its own attorneys'fees and expenses.
Nothing herein shall be construed as a waiver of Lessee's sovereign immunity provided by the Constitution of the State of Florida
or of the provisions of Section 768.28,Florida Statutes,nor a consent to be sued by third parties.
Section 27. Damage,Destruction,Condemnation;Use of Proceeds. If(a)the Equipment or any portion thereof is destroyed,
in whole or in part,or is damaged by fire or other casualty,or(b)title to,or the temporary use of,the Equipment or any part thereof
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or the interest of Lessee or Lessor in the Equipment or any part thereof will be taken under the exercise of the power of eminent
domain by any governmental body or by any person,firm or corporation acting under governmental authority,Lessee and Lessor
will cause the Net Proceeds of any insurance claim or condemnation award to be applied to the prompt replacement, repair,
restoration, modification or improvement of the Equipment, unless Lessee has exercised its option to purchase the Equipment
pursuant to Section 31. Any balance of the Net Proceeds remaining after such work has been completed will be paid to Lessee.
Section 28. Insufficiency of Net Proceeds. If the Net Proceeds arc insufficient to pay in full the cost of any repair,restoration,
modification or improvement referred to in Section 27, Lessee will either (a) complete such replacement, repair, restoration,
modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds,or(b)purchase Lessor's interest
in the Equipment pursuant to Section 31. The amount of the Net Proceeds, if any, remaining after completing such repair,
restoration,modification or improvement or after purchasing the Equipment will be retained by Lessee. If Lessee will make any
payments pursuant to this Section,Lessee will not be entitled to any reimbursement therefor from Lessor nor will Lessee be entitled
to any diminution of the amounts payable under Section 9.
Section 29. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR REPRESENTATION,EXPRESS OR
IMPLIED,AS TO THE VALUE, DESIGN, CONDITION,MERCHANTABILITY OR FITNESS FOR PARTICULAR
USE OR PURPOSE OF THE EQUIPMENT OR AGAINST INFRINGEMENT, OR ANY OTHER WARRANTY OR
REPRESENTATION WITH RESPECT THERETO. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY ACTUAL,
INCIDENTAL,INDIRECT,SPECIAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT
OF THIS MASTER AGREEMENT OR ANY LEASE OR THE EXISTENCE, FURNISHING, FUNCTIONING OR
LESSEE'S USE OR MAINTENANCE OF ANY EQUIPMENT OR SERVICES PROVIDED FOR IN ANY LEASE.
Section 30. Vendor's Warranties. Lessee may have rights under the contract evidencing the purchase of the Equipment;
Lessee is advised to contact the Vendor for a description of any such rights. Lessee hereby assigns to Lessor during the Lease Term
of each Lease all warranties and representations,express or implied,running from the Vendor to Lessee. Lessor hereby irrevocably
appoints Lessee its agent and attorney-in-fact during the Lease Term of a Lease,so long as Lessee will not be in default hereunder,
to assert from time to time whatever claims and rights(including without limitation warranties)related to the Equipment that Lessor
may have against the Vendor. Lessee's sole remedy for the breach of any such warranty,indemnification or representation will be
against the Vendor,and not against Lessor. Any such matter will not have any effect whatsoever on the rights and obligations of
Lessor with respect to any Lease,including the right to receive full and timely payments hereunder. Lessee expressly acknowledges
that Lessor makes,and has made,no representations or warranties whatsoever as to the existence or availability of such warranties
by the Vendor.
Section 31. Purchase Option;Prepayment.
(a) Purchase Option. Lessee will have the option to purchase the Equipment subject to any Lease,upon giving written notice
to Lessor at least 30 days before the date of purchase,at the following times and upon the following terms:
(i) On the Rental Payment Date designated on the related Schedule as a date on which the purchase option may be
exercised,upon payment to Lessor in full of the Rental Payments then due under that Lease,plus the accrued interest component
of Rental Payments to the purchase date,plus all other amounts due thereunder plus the then applicable Purchase Price set forth
on the related Schedule.
(ii) In the event of substantial damage to or destruction or condemnation(other than by Lessee or any entity controlled by
or otherwise affiliated with Lessee)of substantially all of the Equipment subject to that Lease,on the Rental Payment Date that
Lessee specifies as the purchase date in Lessee's notice to Lessor of its exercise of the purchase option,upon payment in full of
the Rental Payments,plus the accrued interest component of Rental Payments to the purchase date,and any other amounts then
due under that Lease,plus the Purchase Price set forth on the related Schedule for such purchase date.
Upon the exercise of the option to purchase set forth above,title to the Equipment so purchased will be vested in Lessee,free and
clear of any claim by or through Lessor.
(b) Partial Prepayment from Excess Monies in Escrow Fund. In the event monies remain in the escrow fund established under
an escrow agreement,upon receipt by the escrow agent under such escrow agreement of a duly executed certificate of acceptance
and payment request identified as the final such request,the remaining monies in such escrow fund shall, first be applied to all
reasonable fees and expenses incurred by such escrow agent,if applicable,in connection with such escrow fund as evidenced by its
statement forwarded to Lessor and Lessee;and,second be paid to Lessor,to be applied by Lessor on any Rental Payment Date to
all or a portion of the Rental Payment due and owing in the succeeding twelve(12)months and any remaining amounts shall be
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applied by Lessor as prepayment to the remaining principal balance owing under the Lease at par,in inverse order of Rental Payment
Date,unless Lessor directs that payment of such amount be made in such other manner that,in the opinion of nationally recognized
counsel in the area of tax exempt municipal obligations satisfactory to Lessor,will not adversely affect the exclusion of the interest
components of Rental Payments from gross income for federal income tax purposes. If any such amount is applied against the
outstanding principal components of Rental Payments,the Payment Schedule for the Lease will be revised accordingly.
On the fmal Lease Payment Date for a Lease,Lessee will be deemed to have exercised its option to purchase the Equipment
subject to such Lease,without requirement for written notice,upon payment in full of the Lease Payments then due thereunder,phis
all other amounts due thereunder and not yet paid.
Section 32. Determination of Fair Purchase Price. Lessee and Lessor hereby agree and determine that the Rental Payments
under each Schedule during the Original Term and each Renewal Term represent the fair value of the use of the Equipment listed
in that Schedule and that the amount required to exercise Lessee's option to purchase the Equipment listed in that Schedule pursuant
to Section 31 represents,as of the end of the Original Term or any Renewal Term under that Schedule,the fair purchase price of the
Equipment listed in that Schedule. Lessee hereby determines that the Rental Payments do not exceed a reasonable amount so as to
place Lessee under a practical economic compulsion to renew the term of any Schedule or to exercise its option to purchase the
Equipment under any Schedule. In making such determinations,Lessee and Lessor have given consideration to(a)the costs of the
Equipment,(b)the uses and purposes for which the Equipment will be employed by Lessee,(c)the benefit to Lessee by reason of
the acquisition and installation of the Equipment and the use of the Equipment pursuant to the terms and provisions of this Master
Agreement,and(d)Lessee's option to purchase the Equipment. Lessee hereby determines and declares that the acquisition and
installation of the Equipment and the leasing of the Equipment pursuant to this Master Agreement will result in equipment of
comparable quality and meeting the same requirements and standards as would be necessary if the acquisition and installation of the
Equipment were performed by Lessee other than pursuant to this Master Agreement. Lessee hereby determines and declares that
the Maximum Lease Term does not exceed the useful life of the Equipment.
Section 33. Assignment by Lessor. Lessor's interest in,to and under this Master Agreement,each Lease and the Equipment
subject thereto may be assigned and reassigned by Lessor in whole,but not in part,without the necessity of obtaining the consent
of Lessee,to(i)an affiliate of Lessor or(ii)banks,insurance companies or other financial institutions or their affiliates;provided,
however, that such assignment, transfer or conveyance shall not be effective as against Lessee unless and until Lessor has
delivered to Lessee written notice thereof that discloses the name and address of the assignee or the Lease Servicer(as hereafter
provided). Nothing herein shall limit the right of Lessor or its assignees to sell, assign or grant participation interests in this
Agreement to one or more entities listed in(i)or(ii)above;provided that if such assignment is made pursuant to a participation,
custodial or similar agreement under which multiple ownership interests in this Agreement are created,it shall establish a single
entity, owner, servicer or other fiduciary or agent to act on behalf of all of the holders of such participation interests (herein
referred to as the"Lease Servicer")with respect to the rights and interests of such holders hereunder,including the exercise of
rights and remedies thereunder upon the occurrence of an event of default or an event of non-appropriation,and further including
the maintenance of a register by which a record of the names,addresses and tax identification numbers of such holders as of any
particular time is kept and agrees,upon request of Lessee,to furnish such information to Lessee. Lessee will retain all such notices
as a register of all assignees and will make all payments to the assignee or assignees designated in such register. Lessee agrees to
execute all documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably
requested by Lessor or any assignee to protect its interest in the Equipment and in this Master Agreement and each Lease,and agrees
to the filing of financing statements with respect to each Lease and the Equipment subject thereto. Lessee will not have the right to
and will not assert against any assignee any claim,counterclaim,defense,set-off or other right Lessee may have against Lessor.
Section 34. Assignment and Subleasing by Lessee. None of Lessee's right,title and interest in,to and under this Master
Agreement, any Lease or in the Equipment may be assigned or encumbered by Lessee for any reason, except that Lessee may
sublease all or part of the Equipment if Lessee obtains the prior written consent of Lessor and an opinion of nationally recognized
counsel in the area of tax exempt municipal obligations satisfactory to Lessor that such subleasing will not adversely affect the
exclusion of the interest components of the Rental Payments under the applicable Lease from gross income for federal income tax
purposes. Any such sublease of all or part of the Equipment will be subject to the applicable Lease and the rights of Lessor in,to
and under the Lease and the Equipment.
Section 35. Events of Default Defined. Subject to the provisions of Section 8,any of the following will be"Events of Default"
under any Lease:
(a) Failure by Lessee to pay any Rental Payment or other payment required to be paid under that Lease at the time specified
therein;
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(b) Failure by Lessee to observe and perform any covenant,condition or agreement on its part to be observed or performed
under that Lease,other than as referred to in Section 35(a)of this Master Agreement,for a period of 30 days after written notice,
specifying such failure and requesting that it be remedied,is given to Lessee by Lessor,unless Lessor will agree in writing to
an extension of such time prior to its expiration;provided,however,if the failure stated in the notice cannot be corrected within
the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is
instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement,representation or warranty made by Lessee in or pursuant to that Lease or its execution,delivery or
performance will prove to have been false,incorrect,misleading or breached in any material respect on the date when made;
(d) Any provision of that Lease will at any time for any reason cease to be valid and binding on Lessee,or will be declared
to be null and void,or the validity or enforceability thereof will be contested by Lessee or any governmental agency or authority
if the loss of such provision would materially adversely affect the rights or security of Lessor,or Lessee will deny that it has
any further liability or obligation under that Lease;
(e) Lessee will(i)apply for or consent to the appointment of a receiver,trustee,custodian or liquidator of Lessee,or of
all or a substantial part of the assets of Lessee,(ii)be unable,fail or admit in writing its inability generally to pay its debts as
they become due,(iii)make a general assignment for the benefit of creditors,(iv)have an order for relief entered against it under
applicable federal bankruptcy law,or(v)file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization
or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of
a petition filed against Lessee in any bankruptcy,reorganization or insolvency proceeding;or
(f) An order,judgment or decree will be entered by any court of competent jurisdiction,approving a petition or appointing
a receiver,trustee,custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee,in each case without
its application,approval or consent,and such order,judgment or decree will continue unstayed and in effect for any period of
30 consecutive days;
This Master Agreement shall be construed and interpreted,and the rights of the parties hereto determined,in accordance with Florida
law without regard to conflicts of law provisions.
Lessor and Lessee submit to the jurisdiction of Florida courts and federal courts located in Florida.The parties agree that the proper
venue for any suit concerning this Master Agreement shall lie exclusively in Palm Beach County,Florida,or the Federal Southern
District of Florida. Lessor agrees to waive all defenses to any suit filed in Florida based upon improper venue or forum
nonconveniens.
Section 36. Remedies on Default. Whenever any Event of Default under any Lease exists,Lessor will have the right,at its
sole option without any further demand or notice,to take one or any combination of the following remedial steps:
(a) By written notice to Lessee,Lessor may declare all Rental Payments and other amounts payable by Lessee under that
Lease to the end of the then current Original Term or Renewal Term thereof to be due;
(b) With or without terminating that Lease,Lessor may enter the premises where the Equipment that is subject to that
Lease is located and retake possession of that Equipment or require Lessee at Lessee's expense to promptly return any or all of
that Equipment to the possession of Lessor at a place specified by Lessor,and sell or lease that Equipment or,for the account
of Lessee,sublease the Equipment,holding Lessee liable for the difference between(i)the Rental Payments and other amounts
payable by Lessee under that Lease to the end of the then current Original Term or Renewal Term,plus the applicable Purchase
Price, and (ii) the net proceeds of any such sale, lease or sublease (after deducting all expenses of Lessor in exercising its
remedies under the Lease,including without limitation,all expenses of taking possession,storing,reconditioning and selling or
leasing that Equipment and all brokerage,auctioneers'and attorneys'fees);provided that the amount of Lessee's liability under
this subparagraph(b)shall not exceed the Rental Payments and other amounts otherwise due under the Lease plus the remaining
Rental Payments and other amounts payable by Lessee to the end of the then current Original Term or Renewal Term;
(c) Lessor may provide written notice of the occurrence of an Event of Default to the escrow agent under the related
escrow agreement for that Lease,and the escrow agent shall thereupon promptly remit to Lessor the entire balance of the escrow
fund established thereunder;and
(d) Lessor may take whatever other action at law or in equity may appear necessary or desirable to enforce its rights as
the owner of the Equipment that is subject to that Lease.
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In addition,Lessee will remain liable for all covenants and indemnities under this Master Agreement and for all legal fees and other
costs and expenses,including court costs,incurred by Lessor with respect to the enforcement of any of the remedies listed above or
any other remedy available to Lessor.
Lessor and Lessee agree that there is no intention to create under this Master Agreement a right of Lessor to dispossess Lessee
involuntarily of the legal title to or the right of use of the Equipment. Lessor hereby irrevocably waives any right to specific
performance of Lessee's covenant to transfer legal title and return of possession of the Equipment to Lessor.
Section 37. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and
every such remedy will be cumulative and will be in addition to every other remedy given under this Master Agreement or now or
hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default will impair
any such right or power or will be construed to be a waiver thereof,but any such right and power may be exercised from time to
time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Master
Agreement it will not be necessary to give any notice,other than such notice as may be required in this Master Agreement.
Section 38. Notices. All notices,certificates or other communications hereunder will be sufficiently given and will be deemed
given when delivered or mailed by registered mail,postage prepaid,to the parties at the addresses immediately after the signatures
to this Master Agreement(or at such other address as either party hereto will designate in writing to the other for notices to such
party),to any assignee at its address as it appears on the register maintained by Lessee.
Section 39. Binding Effect. This Master Agreement will inure to the benefit of and will be binding upon Lessor and Lessee
and their respective successors and assigns.
Section 40. Severability. In the event any provision of this Master Agreement or any Lease is held invalid or unenforceable
by any court of competent jurisdiction,such holding will not invalidate or render unenforceable any other provision hereof or thereof.
Section 41. Entire Agreement. As to each Schedule to be entered into pursuant to the terms hereof, the Lease, which
incorporates this Master Agreement,constitutes the entire agreement between Lessor and Lessee.
Section 42. Amendments. This Master Agreement may be amended,changed or modified in any manner by written agreement
of Lessor and Lessee. Any waiver of any provision of this Master Agreement or any right or remedy hereunder must be affirmatively
and expressly made in writing and will not be implied from inaction,course of dealing or otherwise.
Section 43. Execution in Counterparts. This Master Agreement may be simultaneously executed in several counterparts,
each of which will be an original and all of which will constitute but one and the same instrument.
Section 44. Captions. The captions or headings in this Master Agreement are for convenience only and in no way define,limit
or describe the scope or intent of any provisions or sections of this Master Agreement.
Section 45. Applicable Law. This Master Agreement will be governed by and construed in accordance with the laws of the
State.
Section 46. Electronic Transactions. The parties agree that the transaction described herein may be conducted and related
documents may be stored by electronic means. Copies,telecopies,facsimiles,electronic files and other reproductions of original
executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes,including
the filing of any claim,action or suit in the appropriate court of law.
Section 47. Role of Lessor. Lessor has not acted and will not act as a fiduciary for Lessee or as Lessee's agent or municipal
advisor. Lessor has not and will not provide financial,legal,tax,accounting or other advice to Lessee or to any financial advisor
or placement agent engaged by Lessee with respect to this Master Agreement. Lessee,its financial advisor,placement agent or
municipal advisor,if any,shall each seek and obtain its own financial,legal,tax,accounting and other advice with respect to this
Master Agreement from its own advisors(including as it relates to structure,timing,terms and similar matters).
Section 48. Lessee's Notice Filings Related to a Lease for SEC Rule 15c2-12. In connection with Lessee's compliance
with any continuing disclosure undertakings(each,a"Continuing Disclosure Agreement")entered into by Lessee on and after
February 27,2019,pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934,as amended
(the"Rule"),Lessor acknowledges that Lessee may be required to file with EMMA notice that Lessee has incurred obligations
-12-
under a Lease and notice of certain subsequent events reflecting financial difficulties in connection therewith.Lessee agrees that
it shall not file or submit, or permit to be filed or submitted, with EMMA any documentation that includes the following
unredacted sensitive or confidential information about Lessor or its affiliates: address and account information of Lessor or its
affiliate, e-mail addresses, telephone numbers, fax numbers, names and signatures of officers, employees and signatories of
Lessor or its affiliates,or any account information for any related escrow agreement,unless otherwise required for compliance
with the Rule or otherwise required by law. Lessee acknowledges that Lessor is not responsible for Lessee's compliance or
noncompliance with the Rule or any Continuing Disclosure Agreement.
Section 49. Public Records.All documents,paper,letters or other material made or received in conjunction with this Master
Agreement and any Lease shall be subject to the public records provisions of Chapter 119,Florida Statutes. Lessee is a public
agency subject to Chapter 119,Fla. Stat. Lessor shall comply with Florida's Public Records Law.Specifically, Lessor shall:
a. Keep and maintain public records required by Lessee to perform the service;
b. Upon request from Lessee's custodian of public records,provide Lessee with a copy of the requested records or allow
the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119,
Fla. Stat.,or as otherwise provided by law;•
c. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure
requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of
this Master Agreement,Lessor shall destroy all copies of such confidential and exempt records remaining in its possession once
Lessor transfers the records in its possession to Lessee;and
d. Upon completion of this Master Agreement,Lessor shall transfer to Lessee all public records in its possession at no cost
to Lessee. All records stored electronically by Lessor must be provided to Lessee, upon request from Lessee's custodian of
public records,in a format compatible with Lessee's information technology systems.
IF LESSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
LESSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS MASTER AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS:
CITY CLERK'S OFFICE
100 E.OCEAN AVENUE
BOYNTON BEACH,FLORIDA 33435 561-742-6000
CityClerk@bbfl.US
Section 50. Florida Provisions. Lessor agrees with the following provisions:
A. Cooperation with Inspector General. Lessor agrees to comply with Section 20.055(5), Florida Statutes, and will
cooperate with the inspector general in any investigation,audit,inspection,review,or hearing.
B. Public Entity Crimes. Lessor is in full compliance with Sections 287.132 and 287.133,Florida Statutes,will remain in
compliance with them throughout the term of this Master Agreement,and will notify the Lessee if it becomes non-compliant.
C. E-Peri. In accordance with Section 448.095,Florida Statutes,Lessor has registered with and uses the E-Verify System
to verify the work authorization status of all newly hired employees.
D. Affidavit concerning Human Trafficking. Lessor has complied with Section 787.06,Florida Statutes,and has provided
the required affidavit to Lessee.
E. Sovereignty Immunity. By entering this Master Agreement,Lessee is not waiving any rights as a government entity to
claim exemptions,privileges,and immunities as may be provided by Florida law.
G. Discriminatory Vendor List. Lessor is not on the discriminatory vendor list maintained by the Florida Department of
Management Services and is in compliance with Subsection 287.134(2)(a),Florida Statutes. Lessor will remain in compliance
with Section 287.134,Florida Statutes,throughout the term of this Master Agreement and will notify Lessee if it becomes non-
compliant.
[Signature page follows.]
-13-
IN WITNESS WHEREOF,Lessor and Lessee have caused this Master Agreement to be executed in their corporate names by
their duly authorized officers as of the date first above written.
LEASE SERVICING CENTER,INC.DBA NCL
GOVERNMENT CAPITAL
A
4E0'4 iro
BY
Name: r:
Title:
Address: 510 22nd Avenue East,Ste.501
Alexandria,MN 56308
•
CITY OF BOYNTON BEACH,FLORIDA
By: _
Name: 1ac.cco. 9-e1hch,
Title: ►-la+p. _
Address: 100 East Ocean Avenue
Boynton Beach,FL 33435
CERTIFICATION
The undersigned hereby certifies that the officer of Lessee who executed the foregoing Master Agreement on behalf of Lessee
and whose genuine signature appears thereon is the duly qualified and acting officer of Lessee as stated beneath such officer's
signature,and such officer and has been authorized to execute the foregoing Master Agreement on behalf of Lessee.
DATED: August 27,2026.
/
By: •o '2�1-
Name: ,- y �X\
Title: C. k--y Iv Y —
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0 ..ok ORgTF'.�F�'"
SEAL
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INCORPORATED: J
1920 : ;
'�. FFOR\OP_'
-14 •
-
EXHIBIT A TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT
FORM OF SCHEDULE OF EQUIPMENT NO.
COUNTERPART NO. OF 2
LESSOR'S INTEREST IN,TO AND UNDER THE LEASE,CONSISTING OF THIS SCHEDULE AND THE
INCORPORATED MASTER AGREEMENT AS IT RELATES TO THIS SCHEDULE,MAY BE SOLD OR
PLEDGED ONLY BY DELIVERING POSSESSION OF COUNTERPART NO. l OF THIS SCHEDULE,
WHICH COUNTERPART NO. 1 SHALL CONSTITUTE CHATTEL PAPER FOR PURPOSES OF THE
UNIFORM COMMERCIAL CODE.
Re: S[Principal Amount] Schedule of Equipment No. _ dated as of , 20_ (the
"Schedule"), to Master Equipment Lease Purchase Agreement dated as of August 27, 2026 (the
"Master Agreement"and,as amended and supplemented by this Schedule,the"Lease"),each between
Lease Servicing Center, Inc. DBA NCL Government Capital, as Lessor, and the City of Boynton
Beach,Florida,as Lessee
1. Defined Terms. All terms used herein have the meanings ascribed to them in the Master Agreement.
2. Equipment. The Equipment included under this Schedule is comprised of the items described in the Equipment
Description attached hereto as Attachment 1, together with all replacements, substitutions, repairs, restorations,
modifications,attachments,accessions,additions and improvements thereof or thereto.
3. Payment Schedule. The Rental Payments and Purchase Prices under this Schedule are set forth in the Payment
Schedule attached as Attachment 2 hereto.
4. Representations,Warranties and Covenants.
(a) Lessee hereby reaffirms its representations,warranties and covenants set forth in the Master Agreement as if
made on the Commencement Date of the Lease and this Schedule.
(b) Lessee has provided Lessor with audited financial statements through September 30, 20_. Lessee has
experienced no material change in its financial condition or in the revenues expected to be utilized to meet
Rental Payments due hereunder since September 30,20_.mate of Last Audited Financial Statements]
(c) Lessee has complied with such public bidding requirements as may be applicable to the Lease and this related
Schedule,and the acquisition of the Equipment hereunder.
(d) The application, statements and credit or financial information submitted by Lessee to Lessor are true and
correct and made to induce Lessor to enter into the Lease and this Schedule, and Lessee has experienced no
material change in its financial condition since the date(s)of such information.
5. Tax Representations,Warranties and Covenants. Lessee hereby represents,warrants and covenants as follows:
(a) The estimated total costs of the Equipment listed in this Schedule,together with any costs of entering into this
Schedule that are expected to be financed under this Schedule,will not be less than the total principal portion
of the Rental Payments listed in this Schedule.
(b) Lessee has incurred,or will incur within six(6)months after the date hereof,a substantial binding obligation
to a third party to spend at least 5%of proceeds of this Schedule to acquire the Equipment described herein.
The completion of the acquisition of such Equipment and the allocation of proceeds of this Schedule to
expenditures will proceed with due diligence. At least 85%of the proceeds of this Schedule will be allocated
to expenditures to acquire such Equipment within three(3)years after the commencement of this Schedule.
(c) Lessee has not created or established,and does not expect to create or establish,any sinking fund or other similar
fund(i)that is reasonably expected to be used to pay the Rental Payments listed in this Schedule,or(ii)that
may be used solely to prevent a default in the payment of the Rental Payments listed in this Schedule.
A-1
(d) The Equipment listed in this Schedule has not been and is not expected to be sold or otherwise disposed of by
Lessee,either in whole or in part,prior to the final payment of Rental Payments listed herein.
(e) Lessee has not been notified of any listing or proposed listing of it by the Internal Revenue Service as an issuer
whose arbitrage certificates may not be relied upon.
(f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986,as amended,including
without limitation Sections 103,141 and 148 thereof,and the applicable regulations of the Treasury Department
to maintain the exclusion of the interest components of Rental Payments from gross income for purposes of
federal income taxation.
(g) [**Lessee hereby designates the Lease and this related Schedule as a "qualified tax-exempt obligation" as
defined in Section 265(b)(3)(B) of the Code. The aggregate face amount of all tax-exempt obligations
(excluding private activity bonds other than qualified 501(c)(3)bonds)issued or to be issued by Lessee and all
subordinate entities thereof during the current calendar year is not reasonably expected to exceed$10,000,000.
Lessee and all subordinate entities thereof will not issue or enter into in excess of$10,000,000 of tax-exempt
obligations (including the Lease and this related Schedule, but excluding private activity bonds other than
qualified 501(c)(3) bonds) during the current calendar year,without first obtaining an opinion of nationally
recognized counsel in the area of tax-exempt municipal obligations acceptable to Lessor that the designation of
the Lease and this related Schedule as a"qualified tax-exempt obligation"will not be adversely affected.**]
(g) [**Lessee has not designated the Lease and this related Schedule as a"qualified tax-exempt obligation" as
defined in Section 265(b)(3)(B)of the Code.**]
(h) To the best of Lessee's knowledge,information and belief,the above expectations are reasonable.
6. Incorporation of the Master Agreement Terms and Provisions. Lessee and Lessor hereby ratify and confirm the
Master Agreement,the terms and provisions of which(other than to the extent that they relate solely to other Leases or
Equipment listed on other Schedules), except as specifically amended by this Schedule, are hereby incorporated by
reference and made a part hereof.
7. Purchase Option;Prepayment. Lessee may exercise its purchase option with respect to the Equipment subject
to this Lease on ,20_,and any Rental Payment Date thereafter at the applicable Purchase Price
shown on the Payment Schedule attached hereto,all in accordance with Section 31 of the Master Agreement. In the
event there is no applicable Purchase Price set forth on the Payment Schedule,the Purchase Price for any prepayment
with respect to this Schedule pursuant to the provisions of Section 31(a)(ii)of the Master Agreement shall be in an
amount equal to %of the outstanding principal balance hereof.
Dated: ,20 .
LEASE SERVICING CENTER, INC. DBA NCL
GOVERNMENT CAPITAL
By: Exhibit—No Signature
Name:
Title:
Address: 510 22nd Avenue East,Ste.501
Alexandria,MN 56308
CITY OF BOYNTON BEACH,FLORIDA
By: Exhibit—No Signature
Name:
Title:
Address: 100 East Ocean Avenue
Boynton Beach,FL 33435
A-2
ATTACHMENT I TO
SCHEDULE OF EQUIPMENT NO.
EQUIPMENT DESCRIPTION
Equipment Description:
The Equipment consists of[Description of Equipment]to be used by Lessee's ,together with any and
all replacement parts, additions,repairs,modifications,attachments and accessories thereto, any and all substitutions,
replacements or exchanges therefor,and any and all insurance and/or proceeds thereof.
Equipment Location(s):
The Equipment will be located at the following location(s):
Vendor:
The Vendor for the Equipment is as follows:
If Escrow Funding
[**This Equipment Description shall be deemed to be supplemented by the descriptions of the Equipment included in
the Certificate of Acceptance and Payment Requests submitted to Lessor for approval pursuant to the Escrow
Agreement dated , 20 among Lessor, Lessee and the escrow agent named therein, which
descriptions shall be deemed to be incorporated herein.**]
A-3
ATTACHMENT 2 TO
SCHEDULE OF EQUIPMENT NO._
PAYMENT SCHEDULE
Principal Amount: $
Interest Rate: %,30/360 basis
Commencement Date: ,20
Rental Payments will be made in accordance with Section 9 of the Master Agreement and this Payment Schedule.
Rental Total
Payment Interest Principal Rental Purchase
Date Portion Portion Payment Price
[To be provided by Lessor.]
CITY OF BOYNTON BEACH,FLORIDA
Exhibit—No Signature
By:
Name:
Title:
' Lessee's option to purchase is subject to the provisions of Section 31 of the Master Agreement, as amended by
Section 7 of this Schedule.
A-4
EXHIBIT B TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT
FORM OF OPINION OF LESSEE COUNSEL
[Validity Opinion-To be furnished on Attorney's letterhead.]
,20_
Lease Servicing Center,Inc.DBA NCL Government Capital
510 22nd Avenue East,Ste.501
Alexandria,MN 56308
Re: $[Principal Amount] Schedule of Equipment No. _ dated as of , 20_ (the
"Schedule"), to Master Equipment Lease Purchase Agreement dated as of August 27, 2026 (the
"Master Agreement"),between Lease Servicing Center,Inc.DBA NCL Government Capital,as lessor
("Lessor"),and the City of Boynton Beach,Florida,as lessee("Lessee")
Ladies and Gentlemen:
As legal counsel to Lessee,I have examined(a)executed counterparts of the Master Agreement and the Schedule,
which,among other things,provide for the lease by Lessee from Lessor of certain equipment listed in the Schedule(the
"Equipment"),[**(b)an executed counterpart of the Escrow Agreement dated ,20_(the"Escrow
Agreement"),among Lessor,Lessee and the escrow agent named therein**], (c)an executed copy of the Federal Tax
Agreement (the "Agreement") from Lessee, (d) an executed copy of the ordinance, resolution or other evidence of
authorization from Lessee which,among other things,authorizes Lessee to execute the Master Agreement,the Schedule,
the Escrow Agreement and the Tax Agreement(collectively,the"Transaction Documents"),and(e)such other opinions,
documents and matters of law as I have deemed necessary in connection with the following opinions.
Based on the foregoing,I am of the following opinions:
1. Lessee is a duly and regularly created,organized and existing political subdivision and public body corporate
and politic of the State of Florida,and has a substantial amount of one or more of the following sovereign powers: (a)
the power to tax,(b)the power of eminent domain,and(c)police power.
2. Lessee has the requisite power and authority to purchase the Equipment and to execute and deliver the
Transaction Documents and to perform its obligations thereunder.
3. The Transaction Documents and the other documents either attached thereto or required therein have been duly
authorized,approved and executed by and on behalf of Lessee,and the Transaction Documents are valid and binding
obligations of Lessee enforceable in accordance with their respective terms.
4. The authorization,approval and execution of the Transaction Documents and all other proceedings of Lessee
relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws,public
bidding or procurement laws and all other applicable state and federal laws.
5. There is no proceeding pending or threatened in any court or before any governmental authority or arbitration
board or tribunal that,if adversely determined,would adversely affect the transactions contemplated by the Transaction
Documents or the security interest of Lessor or its assigns,as the case may be,in the Equipment.
6. The Equipment to be leased pursuant to the Schedule constitutes personal property and when subjected to use
by Lessee will not be or become a fixture under applicable law.
B-1
7. The authorization,execution,delivery and performance of the Transaction Documents by Lessee do not require
submission to,approval of,or other action by any governmental authority or agency which action has not been taken and
is final and non-appealable.
All capitalized terms herein will have the same meanings as in the Master Agreement. Lessor,its successors and
assigns and any counsel rendering an opinion on the exclusion of the interest components of Rental Payments from gross
income for purposes of federal income taxation are entitled to rely on this opinion.
Very truly yours,
B-2
EXHIBIT C TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT
FORM OF LESSEE'S CLOSING CERTIFICATE
$[PRINCIPAL AMOUNT]
SCHEDULE OF EQUIPMENT NO._DATED AS OF ,20_TO
MASTER EQUIPMENT LEASE PURCHASE AGREEMENT
DATED AS OF AUGUST 27,2026,BETWEEN
LEASE SERVICING CENTER,INC.DBA NCL GOVERNMENT CAPITAL,AS LESSOR,
AND THE CITY OF BOYNTON BEACH,FLORIDA,AS LESSEE
We, the undersigned, the duly appointed, qualified and acting and
respectively,of the City of Boynton Beach,Florida,do hereby certify as follows:
Capitalized terms used herein and not otherwise defined will be as defined in that certain Master Equipment Lease Purchase
Agreement dated as of August 27, 2026(the `Master Agreement'), as supplemented by Schedule of Equipment No._thereto
dated as of ,20_(the "Schedule'), each between the City of Boynton Beach,Florida, as lessee("Lessee"),and
Lease Servicing Center,Inc.DBA NCL Government Capital, as lessor("Lessor').
1. Lessee did, at a meeting of the governing body of Lessee held ,20_, by motion duly made,
seconded and carried, in accordance with all requirements of law, approve and authorize the execution and delivery of the
above-referenced Master Agreement, the Schedule and related escrow agreement and tax agreement (collectively, the
"Transaction Documents")on its behalf by the following named representative of Lessee:
Printed Name Title Signature
[This signature line to be signed by person who executed the Transaction Documents on behalf of Lessee.]
2. The above-named representative of Lessee held at the time of such authorization and holds at the present time the office
designated above and the signature set forth opposite his or her name is the true and correct specimen of his or her genuine
signature.
3. The meeting of the governing body of Lessee at which the Transaction Documents were approved and authorized to be
executed was duly called, regularly convened and attended by the requisite majority of the members thereof or by other
appropriate official approval and that the action approving the Transaction Documents and authorizing the execution thereof has
not been altered or rescinded. Attached hereto is a true and correct copy of the ordinance, resolution or other documents
constituting such official action.
4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an
Event of Default(as such term is defined in the Master Agreement)exists at the date hereof.
5. All insurance required in accordance with the Master Agreement is currently maintained by Lessee.
6. Lessee has,in accordance with the requirements of law,fully budgeted and appropriated sufficient funds for the current
fiscal year to make the Rental Payments for the Schedule that are scheduled to come due during the Original Term,if any,and
to meet its other obligations for the Original Term(as such terms are defined in the Master Agreement),and such funds have not
been expended for other purposes.
7. There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or
tribunal that,if adversely determined,would adversely affect the transactions contemplated by the Transaction Documents or the
interest of Lessor or its assigns,as the case may be,in the Equipment.
8. The Equipment has not been the subject of a referendum that failed to receive the approval of the voters of Lessee within
the preceding four years.
C-1
9. The correct billing address for Rental Payments is as follows:
City of Boynton Beach,Florida
100 East Ocean Avenue
Boynton Beach,FL 33435
Dated: ,20_.
Exhibit-No Signature
By:
Name:
Title:
Exhibit-No Signature
By:
Name:
Title:
C-2
EXHIBIT D TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT
FORM OF ESSENTIAL USE CERTIFICATE
,20
Lease Servicing Center,Inc.DBA NCL Government Capital
510 22nd Avenue East,Ste.501
Alexandria,MN 56308
Re: $[Principal Amount] Schedule of Equipment No._dated as of ,20_(the "Schedule"),to
Master Equipment Lease Purchase Agreement dated as of August 27, 2026 (the"Master Agreement"and, as
amended and supplemented by the Schedule,the"Lease"),each between Lease Servicing Center,Inc.DBA NCL
Government Capital,as lessor("Lessor"),and the City of Boynton Beach,Florida,as lessee("Lessee")
Ladies and Gentlemen:
The undersigned,a duly elected,appointed,or designated representative of the City of Boynton Beach,Florida("Lessee"),
am qualified to answer the questions set forth below regarding the Equipment to be acquired by Lessee in connection with the
above-referenced Schedule:
1. What is the specific use of the Equipment?
2. What increased capabilities will the Equipment provide?
3. Why is the Equipment essential to your ability to deliver governmental services?
4. Does the Equipment replace existing equipment?
(If so,please explain why you are replacing the existing equipment)
5. Why did you choose this specific Equipment?
6. For how many years do you expect to utilize the Equipment?
7. What revenue source will be utilized to make Rental Payments due under the Lease?
Very truly yours,
CITY OF BOYNTON BEACH,FLORIDA
Exhibit—No Signature
By:
Name:
Title:
D-1