R20-050 1 RESOLUTION NO. R20-050
2
3
4 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
5 FLORIDA, APPROVING AND AUTHORIZING THE CITY
6 MANAGER TO SIGN A GOVERNMENT OBLIGATION
7 CONTRACT AND RELATED DOCUMENTS WITH FLEETWOOD
8 FINANCIAL LEASING LLC., FOR THE PURCHASE AND
9 FINANCING OF THE CITY'S NEW EVENTIDE
0 PLAYBACK/RECORDING SYSTEM PURCHASED FROM
1 INTERACTION INSIGHT CORPORATION IN THE AMOUNT OF
2 $97,958.20; AND PROVIDING AN EFFECTIVE DATE.
3
4
5 WHEREAS, the Police Department Communication Section (Dispatch Center)
6 operates a Next Generation 911 (NG 911) system which allows phone calls for emergency
7 police and fire/rescue services to flow seamlessly from Boynton Beach residents and visitors
8 to the 911 communications network; and
9 WHEREAS, Florida State Statute and accreditation standards requires each Public
0 Safety Dispatch Center maintain recording equipment in order to immediately play-back radio
1 or telephone voice transmissions for emergency dispatch and investigative purposes; and
2 WHEREAS, the Dispatch Center currently uses DSS Corporation-Equature for this
3 purpose which is over 10 years old; is running on outdated equipment which is no longer
4 supported and requires replacement; and
5 WHEREAS, procuring the Eventide equipment will allow the Dispatch Center to
'6 capture and archive media for instant recall using equipment that offers multiple layers of
'7 resilience, including redundant power supplies and hard drives, while also including multi-
8 tier security; and
9 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the
:0 recommendation of staff, deems it to be in the best interests of the City residents to approve
:1 and authorize the City Manager to sign a Government Obligation Contract and related
:2 documents with Fleetwood Financial Leasing, LLC., for the purchase and financing of the
;3 City's new Eventide playback/recording system purchased from Interaction Insight
:4 Corporation in the amount of$97,958.20 over five years.
;5 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
;6 THE CITY OF BOYNTON BEACH,FLORIDA,THAT:
S:\CA\RESO\Agreements\Government Obligation Contract with Fleetwood Financial -Reso.docx
7 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
8 being true and correct and are hereby made a specific part of this Resolution upon adoption
9 hereof.
0 Section 2. The City Commission of the City of Boynton Beach, Florida hereby
•1 approves and authorizes the City Manager to sign a Government Obligation Contract and
2 related documents with Fleetwood Financial Leasing,LLC.,for the purchase and financing of
3 the City's new Eventide playback/recording system purchased from Interaction Insight
4 Corporation in the amount of $97,958.20 over five years, a copy of which Agreement is
5 attached hereto as Exhibit"A."
6 Section 3. This Resolution shall become effective immediately upon passage.
7 PASSED AND ADOPTED this day of June, 2020.
8 CITY OF BOYNTON BEACH, FLORIDA
9 YES NO
0 Mayor—Steven B. Grant
1
2 Vice Mayor—Ty Penserga �✓
3
4 Commissioner—Justin Katz ✓
'5
6 Commissioner—Woodrow L. Hay
7
8 Commissioner—Christina L. Romelus
9
;.0 VOTE
•.1 ATTEST:
s,3
4 C al Gibson, MMC
..5 City Clerk
6
7 (Corporate Seal)
CIT}
sy
o0
,
•
S:\CA\RESO\Agreements\Government Obligation Contract with Fleetwood Financial -Reso.docx
CITY OF BOYNTON BEACH,FLORIDA
DOCUMENTATION INSTRUCTIONS
The instructions listed below should be followed when completing the enclosed documentation.Please sign in blue ink and print on single sided
paper only.Documentation completed improperly will delay funding. If you have any questions regarding the Conditions to Funding,instructions or
the documentation,please call us at(908)472-3675.
I. Attached Documentation
1. Government Obligation Contract
• An authorized individual that is with the Obligor should sign on the first space provided.All original signatures are required for
funding.
• A second authorized individual that is with the Obligor should attest the previous signature on the space provided.
2. Exhibit A—Description of Equipment
• Review equipment description.Complete serial number/VIN if applicable.
• List the location where the equipment will be located after delivery/installation.
3. Exhibit B—Payment Schedule
• Sign and print name and title
4. Exhibit C-Payment Request&Equipment Acceptance Form
• Do Not Return until you need to request funds from the Vendor Payable Account.
5. Exhibit D-Signature Card
• Sign and print name and title
• An additional individual may sign as an authorized individual,if desired.
6. Exhibit E-Obligor Acknowledgement
• Complete information as indicated.
7. Notice of Assignment
• Sign and print name and title.
8. Insurance Requirements
• Complete insurance company contact information where indicated.
9. Debit Authorization—(Preferred)
• Complete form and attach a voided check
10. 8038GC IRS Form
• Please read 8038 Review Form
• In Box 2,type Employer Identification Number
• Sign and print name and title
II. Condition to Funding
If,for any reason:(i)the required documentation is not returned by July 13,2020,is incomplete,or has unresolved issues relating thereto,or(ii)on,
or prior to the return of the documentation,there is a change of circumstance,including but not limited to changes in the federal corporate income
tax rate or reducing/capping the tax-exempt interest benefit, which adversely affects the expectations, rights or security of the Obligee or its
assignees;then Obligee or its assignees reserve the right to withdraw/void its offer to fund this transaction in its entirety.Neither KS StateBank nor
Baystone Government Finance is acting as an advisor to the municipal entity/obligated person and neither owes a fiduciary duty pursuant to Section
15B of the Exchange Act of 1934.
All documentation should be returned to:
Fleetwood Finance Leasing LLC
184 North Avenue East, Suite 4
Cranford, New Jersey 07016
' o - 050
FL Small Ticket Non-App BQ VPA
GOVERNMENT OBLIGATION CONTRACT
Obligor Obligee
City of Boynton Beach, Florida Fleetwood Finance Leasing LLC
3301 Quantum Boulevard, Suite 101 184 North Avenue East, Suite 4
Boynton Beach, Florida 33426 Cranford, New Jersey 07016
Dated as of June 1,2020
This Government Obligation Contract dated as of the date listed above is between Obligee and Obligor listed directly above.Obligee desires to finance the purchase of the Equipment described
in Exhibit A to Obligor and Obligor desires to have Obligee finance the purchase of the Equipment subject to the terms and conditions of this Contract which are set forth below.
Definitions
Section 1.01 Definitions.The following terms will have the meanings indicated below unless the context clearly requires otherwise:
"Additional Schedule"refers to the proper execution of addition:I schedules to Exhibit A and Exhibit B,as well as other exhibits or documents that may be required by the Obligee all of which
relate to the financing of additional Equipment.
"Budget Year"means the Obligor's fiscal year.
"Commencement Date"is the date when Obligor's obligation to pay Contract Payments begins.
"Contract"means this Government Obligation Contract and all Exhibits attached hereto,all addenda,modifications,schedules,refinancings,guarantees and all documents relied upon by
Obligee prior to execution of this Contract.
"Contract Payments"means the payments Obligor is required to make under this Contract as set forth on Exhibit B.
"Contract Term"means the Original Term and all Renewal Terms.
"Exhibit"includes the Exhibits attached hereto,and any"Additional Schedule",whether now existing or subsequently created.
"Equipment"means all of the items of Equipment listed on Exhibit A and any Additional Schedule,whether now existing or subsequently created,and all replacements,restorations,
modifications and improvements.
"Government"as used in the title hereof means a State or a political subdivision of the State within the meaning of Section 103(a)of the Internal Revenue Code of 1986,as amended("Code"),
or a constituted authority or district authorized to issue obligations on behalf of the State or political subdivision of the State within the meaning of Treasury Regulation 1.103-1(b),or a qualified
volunteer fire company within the meaning of section 150(e)(1)of the Code.
"Obligee"means the entity originally listed above as Obligee or any of its assignees.
"Obligor"means the entity listed above as Obligor and which is financing the Equipment through Obligee under the provisions of this Contract.
"Original Term"means the period from the Commencement Date until the end of the Budget Year of Obligor.
"Partial Prepayment Date"means the first Contract Payment date that occurs on or after the earlier of(a)the twenty-four month(24)anniversary of the Commencement Date or(b)the date
on which Obligor has accepted all the Equipment and all amounts have been disbursed from the Vendor Payable Account to pay for the Equipment.
"Purchase Price"means the total cost of the Equipment,including all delivery charges,installation charges,legal fees,financing costs,recording and filing fees and other costs necessary to
vest full,clear legal title to the Equipment in Obligor,subject to the security interest granted to and retained by Obligee as set forth in this Contract,and otherwise incurred in connection with
the financing of this Equipment.
"Renewal Term"means the annual term which begins at the end of the Original Term and which is simultaneous with Obligor's Budget Year and each succeeding Budget Year for the number
of Budget Years necessary to comprise the Contract Term.
"State"means the state which Obligor is located.
"Surplus Amount"means any amount on deposit in the Vendor Payable Account on the Partial Prepayment Date.
"Vendor Payable Account"means the separate account of that name established pursuant to Section X of this Contract.
II. Obligor Warranties
Section 2.01 Obligor represents,warrants and covenants as follows for the benefit of Obligee or its assignees:
(a) Obligor is an"issuer of tax exempt obligations"because Obligor is the State or a political subdivision of the State within the meaning of Section 103(a)of the Internal Revenue Code of
1986,as amended,(the"Code")or because Obligor is a constituted authority or district authorized to issue obligations on behalf of the State or political subdivision of the State within
the meaning of Treasury Regulation 1.103-1(b),or a qualified volunteer fire company within the meaning of section 150(e)(1)of the Code.
(b) Obligor has complied with any requirement for a referenda m and/or competitive bidding.
(c) Obligor has complied with all statutory laws and regulations that may be applicable to the execution of this Contract;Obligor,and its officer executing this Contract,are authorized under
the Constitution and laws of the State to enter into this Contract and have used and followed all proper procedures of its governing body in executing and delivering this Contract.The
officer of Obligor executing this Contract has the authority to execute and deliver this Contract.This Contract constitutes a legal,valid,binding and enforceable obligation of the Obligor
in accordance with its terms.
(d) Obligor shall use the Equipment only for essential,traditional government purposes.
(e) Should the IRS disallow the tax-exempt status of the interest portion of the Contract Payments as a result of the failure of the Obligor to use the Equipment for governmental purposes,
or should the Obligor cease to be an issuer of tax exempt obligations,or should the obligation of Obligor created under this Contract cease to be a tax exempt obligation for any reason,
then Obligor shall be required to pay additional sums to the Obligee or its assignees so as to bring the after tax yield on this Contract to the same level as the Obligee or its assignees
would attain if the transaction continued to be tax-exempt.
(f) Obligor has never non-appropriated funds under a contract similar to this Contract.
(g) Obligor will submit to the Secretary of the Treasury an information reporting statement as required by the Code.
(h) Upon request by Obligee,Obligor will provide Obligee with current financial statements,reports,budgets or other relevant fiscal information.
(i) Obligor shall retain the Equipment free of any hazardous substances as defined in the Comprehensive Environmental Response,Compensation and Liability Act,42 U.S.C.9601 et.seq.
as amended and supplemented.
(j) Obligor hereby warrants the General Fund of the Obligor is the primary source of funds or a backup source of funds from which the Contract Payments will be made.
(k) Obligor presently intends to continue this Contract for the Original Term and all Renewal Terms as set forth on Exhibit B hereto.The official of Obligor responsible for budget preparation
will include in the budget request for each Budget Year the Contract Payments to become due in such Budget Year,and will use all reasonable and lawful means available to secure the
appropriation of money for such Budget Year sufficient to pay the Contract Payments coming due therein.Obligor reasonably believes that moneys can and will lawfully be appropriated
and made available for this purpose.
(I) Obligor has selected both the Equipment and the vendor(s)from whom the Equipment is to be purchased upon its own judgment and without reliance on any manufacturer,merchant,
vendor or distributor,or agent thereof,of such equipment to the public.
(m) Obligor has not and will not,during the Contract Term,create,permit,incur or assume any levies,liens or encumbrances of any kind with respect to the Equipment except those created
by this Contract.
Section 2.02 Escrow Agreement.In the event both Obligee and Obligor mutually agree to utilize an Escrow Account,then immediately following the execution and delivery of this Contract,
Obligee and Obligor agree to execute and deliver and to cause Escrow Agent to execute and deliver the Escrow Agreement.This Contract shall take effect only upon execution and delivery of
the Escrow Agreement by the parties thereto.Obligee shall deposit or cause to be deposited with the Escrow Agent for credit to the Equipment Acquisition Fund the sum of N/A,which shall
be held,invested and disbursed in accordance with the Escrow Agreement.
III. Acquisition of Equipment,Contract Payments and the Purchase Option Price
Section 3.01 Acquisition and Acceptance.Obligor shall be solely responsible for the ordering of the Equipment and for the delivery and installation of the Equipment.The Payment Request
and Equipment Acceptance Form must be signed by the same authorized individual(s)who signed the Signature Card,Exhibit D.By making a Contract Payment after its receipt of the Equipment
pursuant to this Contract,Obligor shall be deemed to have accepted the Equipment on the date of such Contract Payment for purposes of this Contract.All Contract Payments paid prior to
delivery of the Payment Request and Equipment Acceptance Form shall be credited to Contract Payments as they become due as shown on the Contract Payment Schedule attached as Exhibit
B hereto.
Section 3.02 Contract Payments.Obligor shall pay Contract Payments exclusively to Obligee or its assignees in lawful,legally available money of the United States of America.The Contract
Payments shall be sent to the location specified by the Obligee or its assignees.The Contract Payments shall constitute a current expense of the Obligor and shall not constitute an indebtedness
of the Obligor.Nothing herein shall constitute a pledge by Obligor of any ad valorem taxes to the payment of Contract Payments or any other amount coming due hereunder.The Contract
Payments,payable without notice or demand,are due as set forth on Exhibit B.Obligee shall have the option to charge interest at the highest lawful rate on any Contract Payment received
later than the due date for the number of days that the Contract Payment(s)were late,plus any additional accrual on the outstanding balance for the number of days that the Contract
Payment(s)were late.Obligee shall also have the option,on monthly payments only,to charge a late fee of up to 10%of the monthly Contract Payment that is past due.Furthermore,Obligor
agrees to pay any fees associated with the use of a payment system other than check,wire transfer,or ACH.Once all amounts due Obligee hereunder have been received,Obligee will release
any and all of its rights,title and interest in the Equipment.
SECTION 3.03 CONTRACT PAYMENTS UNCONDITIONAL. Except as provided under Section 4.01,THE OBLIGATIONS OF OBLIGOR TO MAKE CONTRACT PAYMENTS AND TO PERFORM AND
OBSERVE THE OTHER COVENANTS CONTAINED IN THIS CONTRACT SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT,DIMINUTION,DEDUCTION,SET-OFF,OR
SUBJECT TO DEFENSE OR COUNTERCLAIM.
Section 3.04 Purchase Option Price.Upon thirty(30)days written notice,Obligor shall have the option to pay,in addition to the Contract Payment,the corresponding Purchase Option Price
which is listed on the same line on Exhibit B.This option is only available to the Obligor on the Contract Payment date and no partial prepayments are allowed.If Obligor chooses this option
and pays the Purchase Option Price to Obligee then Obligee will transfer any and all of its rights,title and interest in the Equipment to Obligor.
Section 3.05 Contract Term.The Contract Term shall be the Original Term and all Renewal Terms until all the Contract Payments are paid as set forth on Exhibit B except as provided under
Section 4.01 and Section 9.01 below.If,after the end of the budgeting process which occurs at the end of the Original Term or any Renewal Term,Obligor has not non-appropriated as provided
for in this Contract then the Contract Term shall be extended into the next Renewal Term and the Obligor shall be obligated to make all the Contract Payments that come due during such
Renewal Term.
Section 3.06 Disclaimer of Warranties.OBLIGEE MAKES NO WARRANTY OR REPRESENTATION,EITHER EXPRESS OR IMPLIED,AS TO THE VALUE,DESIGN,CONDITION,MERCHANTABILITY,
FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO THE EQUIPMENT.OBLIGEE IS NOT A MANUFACTURER,SELLER,VENDOR OR DISTRIBUTOR,OR AGENT
THEREOF,OF SUCH EQUIPMENT;NOR IS OBLIGEE A MERCHANT OR IN THE BUSINESS OF DISTRIBUTING SUCH EQUIPMENT TO THE PUBLIC.OBLIGEE SHALL NOT BE LIABLE FOR ANY INCIDENTAL,
INDIRECT,SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF THE INSTALLATION,OPERATION,POSSESSION,STORAGE OR USE OF THE EQUIPMENT BY OBLIGOR.
IV. Non-Appropriation
Section 4.01 Non-Appropriation.If insufficient funds are available in Obligor's budget for the next Budget Year to make the Contract Payments for the next Renewal Term,then Obligor may
non-appropriate the funds to pay the Contract Payments for the next Renewal Term.Such non-appropriation shall be evidenced by the passage of an ordinance or resolution by the governing
body of Obligor specifically prohibiting Obligor from performing its obligations under this Contract and from using any moneys to pay the Contract Payments due under this Contract for a
designated Budget Year and all subsequent Budget Years.If Obligor non-appropriates,then all obligations of the Obligor under this Contract regarding Contract Payments for all remaining
Renewal Terms shall be terminated at the end of the then current Original Term or Renewal Term without penalty or liability to the Obligor of any kind provided that if Obligor has not delivered
possession of the Equipment to Obligee as provided herein and conveyed to Obligee or released its interest in the Equipment by the end of the last Budget Year for which Contract Payments
were paid,the termination shall nevertheless be effective but Obligor shall be responsible for the payment of damages in an amount equal to the amount of the Contract Payments thereafter
coming due under Exhibit B which are attributable to the number of days after such Budget Year during which Obligor fails to take such actions and for any other loss suffered by Obligee as a
result of Obligor's failure to take such actions as required.Obligor shall immediately notify the Obligee as soon as the decision to non-appropriate is made.If such non-appropriation occurs,
then Obligor shall deliver the Equipment to Obligee as provided below in Section 9.04.Obligor shall be liable for all damage to the Equipment other than normal wear and tear.
V. Insurance,Damage,Insufficiency of Proceeds
Section 5.01 Insurance.Obligor shall maintain both property insurance and liability insurance at its own expense with respect to the Equipment.Obligor shall be solely responsible for selecting
the insurer(s)and for making all premium payments and ensuring that all policies are continuously kept in effect during the period when Obligor is required to make Contract Payments.Obligor
shall provide Obligee with a certificate of Insurance which lists the Obligee and/or assigns as a loss payee and an additional insured on the policies with respect to the Equipment.
(a) Obligor shall insure the Equipment against any 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 Obligee in an amount at least equal to the then applicable Purchase Option Price of the Equipment.Alternatively,Obligor may insure the Equipment under
a blanket insurance policy or policies.
(b) The liability insurance shall insure Obligee from liability and property damage in any form and amount satisfactory to Obligee.
(c) Obligor may self-insure against the casualty risks and liability risks described above.If Obligor chooses this option,Obligor must furnish Obligee with a certificate and/or other documents
which evidences such coverage.
(d) All insurance policies issued or affected by this Section shall be so written or endorsed such that the Obligee and its assignees are named additional insureds and loss payees and that all
losses are payable to Obligor and Obligee or its assignees as their interests may appear.Each policy issued or affected by this Section shall contain a provision that the insurance company
shall not cancel or materially modify the policy without first giving thirty(30)days advance notice to Obligee or its assignees.Obligor shall furnish to Obligee certificates evidencing such
coverage throughout the Contract Term.
Section 5.02 Damage to or Destruction of Equipment.Obligor assumes the risk of loss or damage to the Equipment.If the Equipment or any portion thereof is lost,stolen,damaged,or
destroyed by fire or other casualty,Obligor will immediately report all such losses to all possible insurers and take the proper procedures to obtain all insurance proceeds.At the option of
Obligee,Obligor shall either(1)apply the Net Proceeds to replace,repair or restore the Equipment or(2)apply the Net Proceeds to the applicable Purchase Option Price.For purposes of this
Section and Section 5.03,the term Net Proceeds shall mean the amount of insurance proceeds collected from all applicable insurance policies after deducting all expenses incurred in the
collection thereof.
Section 5.03 Insufficiency of Net Proceeds.If there are no Net Proceeds for whatever reason or if the Net Proceeds are insufficient to pay in full the cost of any replacement,repair,restoration,
modification or improvement of the Equipment,then Obligor shall,at the option of Obligee,either(1)complete such replacement,repair,restoration,modification or improvement and pay
any costs thereof in excess of the amount of the Net Proceeds or(2)apply the Net Proceeds to the Purchase Option Price and pay the deficiency,if any,to the Obligee.
Section 5.04 Obligor Negligence. Obligor assumes all risks and liabilities,whether or not covered by insurance,for loss or damage to the Equipment and for injury to or death of any person
or damage to any property whether such injury or death be with respect to agents or employees of Obligor or of third parties,and whether such property damage be to Obligor's property or
the property of others(including,without limitation,liabilities for loss or damage related to the release or threatened release of hazardous substances under the Comprehensive Environmental
Response,Compensation and Liability Act,the Resource Conservation and Recovery Act or similar or successor law or any State or local equivalent now existing or hereinafter enacted which
in any manner arise out of or are incident to any possession,use,operation,condition or storage of any Equipment by Obligor),which is proximately caused by the negligent conduct of Obligor,
its officers,employees and agents.
Section 5.05 Reimbursement. Obligor hereby assumes responsibility for and agrees to reimburse Obligee for all liabilities,obligations,losses,damages,penalties,claims,actions,costs and
expenses(including reasonable attorneys'fees)of whatsoever kind and nature,imposed on,incurred by or asserted against Obligee that in any way relate to or arise out of a claim,suit or
proceeding,based in whole or in part upon the negligent conduct of Obligor,its officers,employees and agents,or arose out of installation,operation,possession,storage or use of any item
of the Equipment,to the maximum extent permitted by law.
VI. Title
Section 6.01 Title.Title to the Equipment shall vest in Obligor when Obligor acquires and accepts the Equipment.Title to the Equipment will automatically transfer to the Obligee in the event
Obligor non-appropriates under Section 4.01 or in the event Obligor defaults under Section 9.01.In such event,Obligor shall execute and deliver to Obligee such documents as Obligee may
request to evidence the passage of legal title to the Equipment to Obligee and Obligor will peaceably surrender possession of the Equipment to Obligee.
VII. Assignment
Section 7.01 Assignment by Obligee.All of Obligee's rights,title and/or interest in and to this Contract may be assigned and reassigned in whole or in part to one or more assignees or sub-
assignees by Obligee at any time without the consent of Obligor.No such assignment shall be effective as against Obligor until the assignor shall have filed with Obligor written notice of
assignment identifying the assignee.Obligor shall pay all Contract Payments due hereunder relating to such Equipment to or at the direction of Obligee or the assignee named in the notice of
assignment.Obligor shall keep a complete and accurate record of all such assignments.
Section 7.02 Assignment,Sale or Transfer by Obligor.None of Obligor's right,title and interest under this Contract and/or in the Equipment may be assigned,sold or transferred by Obligor
unless Obligee approves of such assignment,sale or transfer in writing before such assignment,sale or transfer occurs and only after Obligor first obtains an opinion from nationally recognized
counsel stating that such assignment,sale or transfer will not jeopardize the tax-exempt status of the obligation.
VIII. Maintenance of Equipment
Section 8.01 Equipment.Obligor shall keep the Equipment in good repair and working order,and as required by manufacturer's and warranty specifications.If Equipment consists of copiers,
Obligor is required to enter into a copier maintenance/service agreement.Obligee shall have no obligation to inspect,test,service,maintain,repair or make improvements or additions to the
Equipment under any circumstances.Obligor will be liable for all damage to the Equipment,other than normal wear and tear,caused by Obligor,its employees or its agents.Obligor shall pay
for and obtain all permits,licenses and taxes related to the ownership,installation,operation,possession,storage or use of the Equipment.If the Equipment includes any titled vehicle(s),then
Obligor is responsible for obtaining such title(s)from the State.Obligor shall not use the Equipment to haul,convey or transport hazardous waste as defined in the Resource Conservation and
Recovery Act,42 U.S.C.6901 et.seq.Obligor agrees that Obligee or its Assignee may execute any additional documents including financing statements,affidavits,notices,and similar
instruments,for and on behalf of Obligor which Obligee deems necessary or appropriate to protect Obligee's interest in the Equipment and in this Contract.Obligor shall allow Obligee to
examine and inspect the Equipment at all reasonable times.
IX. Default
Section 9.01 Events of Default defined.The following events shall constitute an"Event of Default"under this Contract:
(a) Failure by Obligor to pay any Contract Payment listed on Exhibit B for fifteen(15)days after such payment is due according to the Payment Date listed on Exhibit B.
(b) Failure to pay any other payment required to be paid under this Contract at the time specified herein and a continuation of said failure for a period of fifteen(15)days after written
notice by Obligee that such payment must be made.If Obligor continues to fail to pay any payment after such period,then Obligee may,but will not be obligated to,make such payments
and charge Obligor for all costs incurred plus interest at the highest lawful rate.
(c) Failure by Obligor to observe and perform any warranty,covenant,condition,promise or duty under this Contract for a period of thirty(30)days after written notice specifying such
failure is given to Obligor by Obligee,unless Obligee agrees in writing to an extension of time.Obligee will not unreasonably withhold its consent to an extension of time if corrective
action is instituted by Obligor.Subsection(c)does not apply to Contract Payments and other payments discussed above.
(d) Any statement,material omission,representation or warranty made by Obligor in or pursuant to this Contract which proves to be false,incorrect or misleading on the date when made
regardless of Obligor's intent and which materially adversely affects the rights or security of Obligee under this Contract.
(e) Any provision of this Contract which ceases to be valid for whatever reason and the loss of such provision would materially adversely affect the rights or security of Obligee.
(f) Except as provided in Section 4.01 above,Obligor admits in writing its Inability to pay its obligations.
(g) Obligor defaults on one or more of its other obligations.
(h) Obligor becomes insolvent,is unable to pay its debts as they become due,makes an assignment for the benefit of creditors,applies for or consents to the appointment of a receiver,
trustee,conservator,custodian,or liquidator of Obligor,or all or substantially all of its assets,or a petition for relief is filed by Obligor under federal bankruptcy,insolvency or similar
laws,or is filed against Obligor and is not dismissed within thirty(30)days thereafter.
Section 9.02 Remedies on Default or Non-Appropriation.Whenever any Event of Default or Non-Appropriation exists,Obligee shall have the right to take one or any combination of the
following remedial steps:
(a) With or without terminating this Contract,Obligee may declare all Contract Payments and other amounts payable by Obligor hereunder to the end of the then current Budget Year to
be immediately due and payable.
(b) Upon written request by Obligee,Obligor shall,within a reasonable timeframe established by Obligee,use its best efforts to sell the Equipment in a commercially reasonable manner.
Alternatively,Obligee may require Obligor at Obligor's expense to redeliver any or all of the Equipment to Obligee as provided below in Section 9.04.Such delivery shall take place within
fifteen(15)days after the Event of Default occurs.Obligee may allow additional time for Obligor to deliver the Equipment provided Obligor is making a good faith effort to deliver the
Equipment as quickly as possible.Upon receipt of the Equipment Obligee shall use its best efforts to sell the Equipment in a commercially reasonable manner.Upon sale of the Equipment
by either Obligor or Obligee as provided herein,all proceeds of sale shall be applied:(i)first,to pay the reasonable costs of such sale including without limitation,amounts payable
under Section 9.02(c),(ii)then,to pay any Contract Payments due and owing;and(iii)then pay the applicable Purchase Option Price.Any proceeds of sale remaining in excess of items
(i),(ii)and(iii)above shall be paid to Obligor.If Obligor fails to deliver the Equipment to Obligee as provide herein,Obligee shall have the right to collect additional Contract Payments
from the Obligor during the period of such failure in the exact amounts and on the dates due as set forth on Exhibit B of the Agreement and Obligor hereby pledges to make these
additional Contract Payments from all available revenue sources of Obligor excepting only revenues obtained from ad valorem taxes.If the Obligor does not make such additional
Contract Payments as provided for herein,then Obligee shall have the right to obtain a judgement against Obligor for an amount that is not less than the applicable Purchase Option
Price,provided that any funds to pay the judgement shall come from all available revenue sources of Obligor excepting only revenues obtained from ad valorem taxes. •
(c) Obligee may take whatever action at law or in equity that may appear necessary or desirable to enforce its rights.Obligor shall be responsible to Obligee for all costs incurred by Obligee
in the enforcement of its rights under this Contract including,but not limited to,reasonable attorney fees.
Section 9.03 No Remedy Exclusive.No remedy herein conferred upon or reserved to Obligee is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to
every other remedy given under this Contract now or hereafter existing at law or in equity.No delay or omission to exercise any right or power accruing upon any default shall impair any such
right or shall be construed to be a waiver thereof.
Section 9.04 Return of Equipment and Storage.
(a) Surrender:When required hereunder,the Obligor shall,at its own expense,surrender the Equipment and all required documentation to evidence transfer of title from Obligor to the
Obligee by delivering the Equipment to the Obligee to a location accessible by common carrier and designated by Obligee.In the case that any of the Equipment consists of software,
Obligor shall destroy all intangible items constituting such software and shall deliver to Obligee all tangible items constituting such software.At Obligee's request,Obligor shall also
certify in a form acceptable to Obligee that Obligor has complied with the above software return provisions and that they wig immediately cease using the software and that they shall
permit Obligee and/or the vendor of the software to inspect Obligor's locations to verify compliance with the terms hereto.
(b) Delivery:When required hereunder,the Equipment shall be delivered to the location designated by the Obligee by a common carrier unless the Obligee agrees in writing that a common
carrier is not needed.When the Equipment is delivered into the custody of a common carrier,the Obligor shall arrange for the shipping of the item and its insurance in transit in
accordance with the Obligee's instructions and at the Obligor's sole expense.Obligor at its expense shall completely sever and disconnect the Equipment or its component parts from
the Obligor's property all without liability to the Obligee.obligor shall pack or crate the Equipment and all of the component parts of the Equipment carefully and in accordance with
any recommendations of the manufacturer.The Obligor shall deliver to the Obligee the plans,specifications,operation manuals or other warranties and documents furnished by the
manufacturer or vendor on the Equipment and such other documents in the Obligor's possession relating to the maintenance and methods of operation of such Equipment!.
(c) Condition:When the Equipment is surrendered to the Obligee it shall be in the condition and repair required to be maintained under this Contract.It will also meet all legal regulatory
conditions necessary for the Obligee to sell or lease it to a third party and be free of all liens.If Obligee reasonably determines that the Equipment or an item of the Equipment,once it
is returned,is not in the condition required hereby,Obligee may cause the repair,service,upgrade,modification or overhaul of the Equipment or an item of the Equipment to achieve
such condition and upon demand,Obligor shall promptly reimburse Obligee for all amounts reasonably expended in connection with the foregoing.
(d) Storage:Upon written request by the Obligee,the Obligor shall provide free storage for the Equipment for a period not to exceed 60 days after the expiration of the Contract Term
before returning it to the Obligee.The Obligor shall arrange for the insurance described to continue in full force and effect with respect to such item during its storage period and the
Obligee shall reimburse the Obligor on demand for the incremental premium cost of providing such insurance.
X. Vendor Payable Account
Section 10.01 Establishment of Vendor Payable Account.On the date that the Obligee executed this Contract,which is on or after the date that the Obligor executes this Contract,Obligee
agrees to(i)make available to Obligor an amount sufficient to pay the total Purchase Price for the Equipment by establishing a separate,non-interest bearing account(the"Vendor Payable
Account"),as agent for Obligor's account,with a financial institution that Obligee selects that is acceptable to Obligor(including Obligee or any of its affiliates)and(ii)to deposit an amount
equal to such Purchase Price as reflected on Exhibit B in the Vendor Payable Account.Obligor hereby further agrees to make the representations,warranties and covenants relating to the
Vendor Payable Account as set forth in Exhibit C attached hereto.Upon Obligor's delivery to Obligee of a Payment Request and Equipment Acceptance Form in the form set forth in Exhibit C
attached hereto,Obligor authorizes Obligee to withdraw funds from the Vendor Payable Account from time to time to pay the Purchase Price,or a portion thereof,for each item of Equipment
as it is delivered to Obligor.The Payment Request and Equipment Acceptance Form must be signed by an authorized individual acting on behalf of Obligor.The authorized individual or
individuals designated by the Obligor must sign the Signature Card which will be kept in the possession of the Obligee.
Section 10.02 Down Payment.Prior to the disbursement of any funds from the Vendor Payable Account,the Obligor must either(1)deposit all the down payment funds that the Obligor has
committed towards the purchase of the Equipment into the Vendor Payable Account or(2)Obligor must provide written verification to the satisfaction of the Obligee that all the down payment
funds Obligor has committed towards the purchase of the Equipment have already been spent or are simultaneously being spent with the funds requested from the initial Payment Request
and Equipment Acceptance Form.For purposes of this Section,the down payment funds committed towards the Equipment from the Obligor are the down payment funds that were
represented to the Obligee at the time this transaction was submitted for credit approval by the Obligor to the Obligee.
Section 10.03 Disbursement upon Non-Appropriation or Default.If an event of non-appropriation or default occurs prior to the Partial Prepayment Date,the amount then on deposit in the
Vendor Payable Account shall be retained by the Obligee and Obligor will have no interest therein.
Section 10.04 Surplus Amount.Any Surplus Amount then on deposit in the Vendor Payable Account on the Partial Prepayment Date shall be applied to pay on such Partial Prepayment Date a
portion of the Purchase Option Price then applicable.
Section 10.05 Recalculation of Contract Payments.Upon payment of a portion of the Purchase Option Price as provided in Section 10.04 above,each Contract Payment thereafter shall be
reduced by an amount calculated by Obligee based upon a fraction the numerator of which is the Surplus Amount and the denominator of which is the Purchase Option Price on such Partial
Prepayment Date.Within 15 days after such Partial Prepayment Date,Obligee shall provide to Obligor a revised Exhibit B to this Contract,which shall take into account such payment of a
portion of the Purchase Option Price thereafter and shall be and become thereafter Exhibit B to this Contract.Notwithstanding any other provision of this Section 10,this Contract shall remain
in full force and effect with respect to all or the portion of the Ecuipment accepted by Obligor as provided in this Contract,and the portion of the principal component of Contract Payments
remaining unpaid after the Partial Prepayment Date plus accrued interest thereon shall remain payable in accordance with the terms of this Contract,including revised Exhibit B hereto which
shall be binding and conclusive upon Obligee and Obligor.
Xl. Miscellaneous
Section 11.01 Notices.All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail,postage prepaid,to the parties at their respective places
of business as first set forth herein or as the parties shall designate hereafter in writing.
Section 11.02 Binding Effect.Obligor acknowledges this Contract is not binding upon the Obligee or its assignees unless the Conditions to Funding listed on the Documentation Instructions
have been met to Obligee's satisfaction,and Obligee has executed the Contract.Thereafter,this Contract shall inure to the benefit of and shall be binding upon Obligee and Obligor and their
respective successors and assigns.
Section 11.03 Severability.In the event any provision of this Contract shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render
unenforceable any other provision hereof.
Section 11.04 Amendments,Addenda,Changes or Modifications.This Contract may be amended,added to,changed or modified by written agreement duly executed by Obligee and Obligor.
Furthermore,Obligee reserves the right to directly charge or amortize into the remaining balance due from Obligor,a reasonable fee,to be determined at that time,as compensation to
Obligee for the additional administrative expense resulting from such amendment,addenda,change or modification requested by Obligor.
Section 11.05 Execution in Counterparts.This Contract may be simultaneously executed in several counterparts,each of which shall be an original and all of which shall constitute but one and
the same instrument.
Section 11.06 Captions.The captions or headings in this Contract do not define,limit or describe the scope or intent of any provisions or sections of this Contract.
Section 11.07 Master Contract.This Contract can be utilized as a Master Contract.This means that the Obligee and the Obligor may agree to the financing of additional Equipment under this
Contract at some point in the future by executing one or more Additional Schedules to Exhibit A and Exhibit B,as well as other exhibits or documents that may be required by Obligee.Additional
Schedules will be consecutively numbered on each of the exhibits which make up the Additional Schedule and all the terms and conditions of the Contract shall govern each Additional Schedule.
Section 11.08 Entire Writing.This Contract constitutes the entire writing between Obligee and Obligor.No waiver,consent,modification or change of terms of this Contract shall bind either
party unless in writing and signed by both parties,and then such waiver,consent,modification or change shall be effective only in the specific instance and for the specific purpose given.There
are no understandings,agreements,representations,conditions,or warranties,express or implied,which are not specified herein regarding this Contract or the Equipment financed hereunder.
Any terms and conditions of any purchase order or other documents submitted by Obligor in connection with this Contract which are in addition to or inconsistent with the terms and conditions
of this Contract will not be binding on Obligee and will not apply to this Contract.
Section 11.09 Designation as Qualified Tax-Exempt Obligation.Pursuant to Section 265(b)(3)(B)(i)of the Internal Revenue Code of 1986 as amended(the"Code"),the Obligor hereby specifically
designates the Contract as a"qualified tax-exempt obligation"for purposes of Section 265(b)(3)of the Code.In compliance with Section 265(b)(3)(D)of the Code,the Obligor hereby represents
that the Obligor will not designate more than$10,000,000 of obligations issued by the Obligor in the calendar year during which the Contract is executed and delivered as such"qualified tax-
exempt obligations". In compliance with the requirements of Section 265(b)(3)(C)of the Code,the Obligor hereby represents that the Obligor(including all subordinate entities of the Obligor
within the meaning of Section 265(b)(3)(E)of the Code)reasonably anticipates not to issue in the calendar year during which the Contract is executed and delivered,obligations bearing interest
exempt from federal income taxation under Section 103 of the Code(other than"private activity bonds"as defined in Section 141 of the Code)in an amount greater than$10,000,000.
Section 11.10 Acceptance of Obligation to Commence Contract Payments Under Exhibit B.By signing and attesting directly below,Obligor hereby warrants and certifies that:The Equipment
described on Exhibit A has not been delivered,installed or availzble for use as of the Commencement date of this Contract.Obligor acknowledges that Obligee has agreed to deposit into a
Vendor Payable Account an amount sufficient to pay the total purchase price(the"Purchase Price")for the Equipment so identified in such Exhibit A;The principal amount of the Contract
Payments in the Exhibit B accurately reflects the Purchase Price;Obligor agrees to execute a Payment Request and Equipment Acceptance Form authorizing payment of the Purchase Price,or
portion thereof,for each withdrawal of funds from the Vendor Payable Account
Section 11.11 Obligor further warrants and certifies that:Obligor's obligation to commence Contract Payments as set forth in Exhibit B is absolute and unconditional as of the Commencement
Date and on each date set forth in Exhibit B thereafter,subject to the terms and conditions of the Contract;immediately upon delivery and acceptance of all the Equipment,Obligor will notify
Obligee of Obligor's final acceptance of the Equipment by delivering to Obligee the Payment Request and Equipment Acceptance Form in the form set forth in Exhibit C attached to the Contract;
in the event that any Surplus Amount is on deposit in the Vendor Payable Account when an event of non-appropriation or default under the Contract occurs,then those amounts shall be
applied as provided in Section 10 of the Contract;regardless of whether Obligor delivers a final Payment Request and Equipment Acceptance Form,all Contract Payments paid prior to delivery
of all the Equipment shall be credited to Contract Payments as they become due under the Contract as set forth in Exhibit B.
Section 11.12 Contract Terms and Conditions.This Contract will take effect once aimed O.both parties.This Contract may be signed by the parties in counterparts which together shall
constitute one and the same Contract among the parties.A facsimile signature shall constitute an original signature for all purposes.
Section 11.13 Florida Public Records Law,The City is public agency subject to Chapter 119,Florida Statutes. The Obligee shall comply with Florida's Public Records Law. Specifically,the
Obligee shall:(a)Keep and maintain public records required by the Obligor to perform the service;(b)Upon request from the Obligor's custodian of public records,provide the Obligor 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 the Contract,Obligee shall destroy all copies of such confidential and exempt records remaining in its possession once the
Obligee transfers the records in its possession to the Obligor;and(d)Upon completion of the Contract,Obligee shall transfer to the Obligor,at no cost to the Obligor,all public records in
Obligee's possession All records stored electronically by Obligee must be provided to the Obligor,upon request from theObligor's custodian of public records,in a format that is compatible
with the information technology systems of the Obligor.IF THE OBLIGEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUES,TO THE OBLIGEE'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS:(CITY CLERK) 3301 QUANTUM BLVD.BOYNTON BEACH,FLORIDA,33435.
Section 11.14 Scrutinized Companies.By execution of this Contract,in accordance with the requirements of F.S.287-135 and F.S.215.473,Obligee certifies that Obligee Is not participating in
a boycott of Israel.Obligee further certifies that Obligee is not on the Scrutinized Companies that Boycott Israel list,not on the Scrutinized Companies with Activities in Sudan List,and not on
the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,or has Obligee been engaged in business operations in Syria.Subject to limited exceptions provided in state
law,Obligor will not contract for the provision of goods or services with any scrutinized company referred to above.Submitting a false certification shall be deemed a material breach of
contract.The Obligor shall provide notice,in writing,to Obligee of the Obligor's determination concerning the false certification.Obligee shall have five(5)days from receipt of notice to refute
the false certification allegation.If such false certification is discovered during the active Contract Term,Obligee shall have ninety(90)days following receipt of the notice to respond in writing
and demonstrate that the determination of false certification was made in error.If Obligee does not demonstrate that the Obligor's determination of false certification was made In error then
the Obligor shall have the right to terminate the Contract and seek civil remedies pursuant to Section 287.135,Florida Statutes,as amended from time to time
Section 11.15 Resolution and Authorization.By signing and attesting directly below,Obligor hereby warrants and certifies that the Governing Body of the Obligor at either a special or regJlar
meeting or through some other approved method of authorization has determined that this Contract is in the best interests of the Obligor and the Governing Body did at such meeting or
through some other approval method approve the entering into of the Contract by the Obligor and specifically designated and authorized the Individual(s)who have signed directly below to
execute this Contract on Obligors behalf along with any related documents(including any Escrow Agreement)necessary to the consummation of the transaction contemplated by the Contract.
Obligee and Obligor have caused this Contract to be executed in their names by their duly authorized representatives listed below.
City of Boynton Beach, Florida Fleetwood Finance Leasing LLC
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Stora LaVerriere, City Manager
Printed Name and Title Printed Name and Title
City of Boynton Beach, Florida
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Schedule(O1)
EXHIBIT A
DESCRIPTION OF EQUIPMENT
RE: Government Obligation Contract dated as of June 1,2020,between Fleetwood Finance Leasing LLC(Obligee)and City of Boynton Beach,
Florida(Obligor)
Below is a detailed description of all the items of Equipment including quantity,model number and serial number where applicable:
Assorted Emergency Communication and Recording Equipment
Physical Address of Equipment after Delivery: 2080 High Ridge Road Boynton Beach,FL 33426
Schedule(01)
EXHIBIT B
PAYMENT SCHEDULE
RE: Government Obligation Contract dated as of June 1,2020,between Fleetwood Finance Leasing LLC(Obligee)and City of Boynton Beach,
Florida(Obligor)
Date of First Payment: October 1,2020
Original Balance: $57,841.58
Total Number of Payments: Five(5)
Number of Payments Per Year: One(1)
Pmt Due Total Service Contract Applied to Applied to *Purchase
No. Date Payment Payment Payment Interest Principal Option Price
1 1-Oct-20 $19,541.64 $6,369.00 $13,172.64 $1,144.53 $12,028.11 $48,987.42
2 1-Oct-21 $19,541.64 $6,369.00 $13,172.64 $2,675.00 $10,497.64 $37,274.61
3 1-Oct-22 $19,541.64 $6,369.00 $13,172.64 $2,062.06 $11,110.58 $25,212.75
4 1-Oct-23 $19,541.64 $6,369.00 $13,172.64 $1,413.32 $11,759.32 $12,791.45
5 1-Oct-24 $19,541.64 $6,369.00 $13,172.64 $726.71 $12,445.93 $0.00
City of Boynton B ch, Florid
Signature
Printed Name and Title
*Assumes all Contract Payments due to date are paid
Please list the Source of Funds(Fund Item in Budget)for the Contract Payments that come due under Exhibit B of this Contract.
Source of Funds: General Fund
Schedule(011
EXHIBIT C
PAYMENT REQUEST AND EQUIPMENT ACCEPTANCE FORM
RE: Government Obligation Contract dated as of June 1,2020,between Fleetwood Finance Leasing LLC(Obligee)and City of Boynton Beach,
Florida(Obligor)
In accordance with Section 10.01,by executing this Payment Request and Equipment Acceptance Form the Obligor hereby represents that the Payee
or Payees listed below who are requesting payment have delivered the Equipment or a portion of the Equipment or performed the services to the
satisfaction of the Obligor and that the amounts requested below by the Payee or Payees are proportionate with the value of the Equipment delivered
or services rendered by the Payee or Payees.The Obligor hereby represents and warrants for all purposes that:
1. Pursuant to the invoice attached hereto,the amount to be disbursed is$ 57,841.58 and this amount is consistent
with the Contract between Obligor and vendor.
2. Payment is to be made to: Payee: Interaction Insight Corporation
750 3rd Ave,9th Floor New York,NY 10017
3. The undersigned certifies that the following documents are attached to this Payment Request and Equipment Acceptance Form when there is
a request for a release of funds from the Vendor Payable Account to pay for a portion,or all,of the Equipment:(1)Invoice from the vendor,(2)
copy of the Contract between Obligor and vendor(if requested by the Obligee),(3)Insurance Certificate(if applicable),(4)front and back copy
of the original MSO/Title.By executing this Payment Request and Equipment Acceptance Form and attaching the documents as required above,
the Obligor shall be deemed to have accepted this portion of the Equipment for all purposes under the Contract,including,without limitation,
the obligation of Obligor to make the Contract Payments with respect thereto in a proportionate amount of the total Contract Payment.
4. No amount listed in this exhibit was included in any such exhibit previously submitted.
5. Each disbursement hereby requested has been incurred and is a proper charge against the Vendor Payable Account. No amount hereby
requested to be disbursed will be paid to Obligor as reimbursement for any expenditure paid by Obligor more than 60 days prior to the date of
execution and delivery of the Contract.
6. The Equipment referenced in the attached has been delivered, installed, inspected and tested as necessary and in accordance with Obligor's
specifications and accepted for all purposes.
7. That Obligor is or will be the title owner to the Equipment referenced in the attached,and that in the event that any third party makes a claim
to such title that Obligor will take all measures necessary to secure title including,without limitation,the appropriation of additional funds to
secure title to such Equipment,or a portion thereof,and keep the Contract in full force and effect.Furthermore,Obligor has obtained insurance
coverage as required under the Contract from an insurer qualified to do business in the State.
8. Obligor has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Contract Payments required to be
paid under the Contract during the current Budget Year of Obligor,and such moneys will be applied in payment of all Contract Payments due
and payable during such current Budget Year.
9. No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof.
I,the undersigned,hereby certify that I am a duly qualified representative of Obligor and that I have been given the authority by the governing body
of Obligor to sign this Payment Request and Equipment Acceptance Form.
Please forward this document and any correspondence relating to vendor payment to:
Email:smiller@fleetwoodfinance.com
Please call(908)472-3675 if you have any questions.
City of Boynton Beach, Florida
Sipg,vdtg—k-4-414,.."
Lnature
ori LaVerriere, City Manager
Printed Name and Title
Schedule(01)
EXHIBIT D
SIGNATURE CARD
RE: Government Obligation Contract dated as of June 1,2020,between Fleetwood Finance Leasing LLC(Obligee)and City of Boynton Beach,
Florida(Obligor)
The below signatures will be used for purposes of verifying the signature on a Payment Request and Equipment Acceptance Form prior to making
payments from the Equipment Acquisition Fund or Vendor Payable Account. By signing below,the undersigned represents and warrants that s/he
has received all appropriate authority from City of Boynton Beach,Florida.
City of Boynton Beach, Flori a
Signature
Lori LaVerriere, City Manager
Printed Name and Title
Signature of additional authorized individual(optional)of Obligor
Signature
Printed Name and Title
Schedule(01)
EXHIBIT E
OBLIGOR ACKNOWLEDGEMENT
RE: Government Obligation Contract dated as of June 1,2020,between Fleetwood Finance Leasing LLC(Obligee)and City of Boynton Beach,
Florida(Obligor)
Obligor hereby acknowledges that it has ordered or caused to be ordered the equipment that is the subject of the above-mentioned Contract.
Please complete the below information,attach another page if necessary
Vendor Name: Interaction Insight Corporation
Equipment: New Eventide Nexlog 740 Recorder
Cost of Equipment: $57,841.58
Vendor Name:
Equipment:
Cost of Equipment:
Vendor Name:
Equipment:
Cost of Equipment:
Vendor Name:
Equipment:
Cost of Equipment:
Vendor Name:
Equipment:
Cost of Equipment:
Obligor will immediately notify Obligee if any of the information listed above is changed.
NOTICE OF ASSIGNMENT
JUNE 1,2020
Fleetwood Finance Leasing LLC(Obligee/Assignor)hereby gives notice of an Assignment between Obligee/Assignor and KS StateBank(Assignee)of
the Government Obligation Contract(Contract)between Obligee/Assignor and City of Boynton Beach,Florida,dated as of June 1,2020.
All Contract Payments coming due pursuant to the Contract shall be made to:
KS StateBank
P.O.Box 69
Manhattan,Kansas 66505-0069
Fleetwood Finance Leasing LLC, Obligee/Assignor
Signature
Printed Name and Title
ACKNOWLEDGEMENT OF AND CONSENT TO ASSIGNMENT
City of Boynton Beach, Florida (Obligor) as party to a Government Obligation Contract dated as of June 1, 2020 between Obligor and Fleetwood
Finance Leasing LLC (Obligee), hereby acknowledges receipt of a Notice of Assignment dated June 1, 2020 whereby Obligee gave notice of its
assignment to KS StateBank of its right to receive all Contract Payments due from Obligor under the Contract and hereby consents to that Assignment.
Pursuant to the Notice of Assignment from Obligee,Obligor agrees to deliver all Contract Payments coming due under the Contract to:
KS StateBank
P.O.Box 69
Manhattan,Kansas 66505-0069
City of Boynton Be ch, Florida
Signature
Lori LaVerriere, City Manager
Printed Name and Title
INSURANCE REQUIREMENTS
Pursuant to Article V of the Government Obligation Contract, you have agreed to provide us evidence of insurance covering the
Equipment.
A Certificate of Insurance listing the information stated below should be sent to us no later than the date on which the equipment is
delivered.
Insured: Certificate Holder:
City of Boynton Beach, Florida KS StateBank
3301 Quantum Boulevard,Suite 101 1010 Westloop, P.O. Box 69
Boynton Beach, Florida 33426 Manhattan, Kansas 66505-0069
1. Equipment Description
♦ Assorted Emergency Communication and Recording Equipment
♦ Please include all applicable VIN's,serial numbers,etc.
2. Physical Damage
♦ All risk coverage to guarantee proceeds of at least$57,841.58.
3. Loss Payee
♦ KS StateBank AOIA(and/or Its Assigns)MUST be listed as loss payee.
Please forward certificate as soon as possible to: Email:smiller@fleetwoodfinance.com
Please complete the information below and return this form along with the Contract.
City of Boynton Beach,Florida
Insurance Company:
Agent's Name:
Telephone#:
Fax#:
Address:
City,State Zip:
Email:
*PREFERRED*
*As an additional payment option for Obligor,we are now providing the option of ACH(Automatic Clearing House).By completing this form,Obligor
is authorizing Obligee to withdraw said payment amount on said date.
DEBIT AUTHORIZATION
I hereby authorize KS StateBank Government Finance Department to initiate debit entries for the Payment Amount(including,but not limited to,any
late fees,rate changes,escrow modifications,etc.).I acknowledge that KS StateBank Government Finance Department may reinitiate returned entries
up to two additional times,to the account indicated below at the financial institution named below and to debit the same to such account for:
Contract Number Payment Amount Frequency of Payments
3380681 $19,541.64 Annual
Beginning Day of Month
Month Year Debits will be made according to Exhibit B of the Contract
I acknowledge that the origination of ACH transactions to this account must comply with the provisions of U.S.law.
Financial Institution Name Branch
Address City State Zip
Routing Number Account Number
Type of Account ❑Checking ❑Savings
If the account does not have sufficient funds,KS StateBank Government Finance Department may attempt,but shall have no obligation to continue
to attempt to deduct the payment from the account. If the account has insufficient funds when KS StateBank Government Finance Department
attempts to deduct a payment,KS StateBank Government Finance Department may terminate the automatic deduction of payments upon notice to
borrower and me. Until such time as payment is made,borrower shall be responsible to make such payments,and all other payments that may be
due to KS StateBank Government Finance Department regarding the above-referenced loan.
This authority is to remain in full force and effect until KS StateBank has received written notification from any authorized signer of the account of its
termination in such time and manner as to afford KS StateBank a reasonable opportunity to act on it.
Obligor Name on Contract
City of Boynton Beach,Florida
Signature Printed Name and Title
Tax ID Number Date
59-6000282
PLEASE ATTACH COPY OF A VOIDED CHECK TO THIS FORM!
USA Patriot Act
USA Patriot Act requires identity verification for all new accounts. This means that we may require information from you to allow us to make a proper
identification.
8038 REVIEW FORM
The 8038 form attached hereto is an important part of the documentation package and must be properly filled out and submitted to the Department
of the Treasury in order for you to receive the lower tax-exempt rate.Unless you instruct us otherwise,we have engaged a Paid Preparer to assist in
the filling out of this form.The Paid Preparer has filled out the relevant portions of this form based on the current understanding of what is required
by the Department of the Treasury.The responses on this 8038 form are based on the dates and amounts which you have requested(structure of
the transaction)and which are on the Payment Scf edule.
1. Please review our responses for accuracy.If anything is inaccurate,please contact our office so that we can make proper revisions.
2. If the information provided to you on this form is accurate,please sign where indicated and return with the document package.
3. If there are any changes to the structure of the transaction that occur prior to funding which require a change to the 8038 form,we will make
such changes and provide notification to you.
4. We will return to you a copy of the 8038 form that was mailed to the Department of the Treasury.
For additional guidance on this 8038 form, you can refer to the Documentation Instructions located on the following government website:
http://www.irs.gov/app/picklist/list/formslnstructions.html,or contact your local IRS office.
I
Form 8038-GC Information Return for Small Tax-Exempt
(Rev.January 2012) Governmental Bond Issues, Leases, and Installment Sales OMB No.1545-0720
Department of the Treasury ► Under Internal Revenue Code section 149(e)
Internal Revenue Service Caution: If the issue price is$100,000 or more, use Form 8038-G.
Part I Reporting Authority Check box if Amended Return ► ❑
1 Issuer's name 2 Issuer's employer identification number(EIN)
City of Boynton Beach,Florida 59 ; 6000282
3 Number and street(or P.O.box if mail is not delivered to street address) Room/suite
3301 Quantum Boulevard,Suite 101
4 City,town,or post office,state,and ZIP code 5 Report number(For IRS Use Only)
Boynton Beach,Florida 33426 r—
6 Name and title of officer or other employee issuer or designated contact person whom the IRS may call for more information 7 Telephone number of officer or legal representative
Ms.Robin Brown,Accounting Tech II (561)742-6317
Part II Description of Obligations Check one: a single issue E or a consolidated return ❑ .
8a Issue price of obligation(s)(see instructions) 8a 61,090 55
b Issue date(single issue)or calendar date(consolidated).Enter date in mm/dd/yyyy format(for
example,01/01/2009)(see instructions) ► 06/01/2020
9 Amount of the reported obligation(s)on line 8a that is:
a For leases for vehicles 9a
b For leases for office equipment 9b
c For leases for real property 9c
d For leases for other(see instructions) 9d 61,090 55
e For bank loans for vehicles 9e
f For bank loans for office equipment 9f
g For bank loans for real property 9g
h For bank loans for other(see instructions) 9h
i Used to refund prior issue(s) 9i
j Representing a loan from the proceeds of another tax-exempt obligation(for example,bond bank) 9j
k Other 9k
10 If the issuer has designated any issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check this box ► 2
11 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check this box(see instructions) ► ❑
12 Vendor's or bank's name: Fleetwood Finance Leasing LLC
13 Vendor's or bank's employer identification number: 81 14622324
Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge and belief,
they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to
Signature process this return,to the •n that have authorized above. �,_-A
and ' �'/ f M �� Xfl -►yf. Sv S
Consent If./.6 �/. �� (p f(� � ' O.�a.. t
Signature of issuer's authorized representative Date Type or print name and title
Print/Type preparer's name Prenarer's sinnature DatePTIN
HEvanHowe Check❑if
Paid H.Evan Howe �,. ,-----2020-05-29 07:56:29 05/18/2020 self-employed P01438994
Preparer
Use Only Firm's Name► Baystone Financial LLC Firm's EIN ► 48-1223987
Firm's Address► 12980 Metcalf,Suite 310,Overland Park,KS 66213 Phone no. (800)752-3562
General Instructions Who Must File pay a penalty in lieu of arbitrage rebate(see
Section references are to the Internal Revenue Issuers of tax-exempt governmental obligations the line 11 instructions).
Code unless otherwise noted. with issue prices of less than$100,000 must Filing a consolidated return for
What's New file Form 8038 GC. multiple issues.For all tax-exempt
The IRS has created a page on IRS.gov for Issuers of a tax-exempt governmental governmental obligations with issue prices of
information about the Form 8038 series and its obligation with an issue price of$100,000 or less than$100,000 that are not reported on a
instructions,at www.irs.gov/form8038. more must file Form 8038-G, Information separate Form 8038-GC,an issuer must file a
Information about any future developments Return for Tax-Exempt Governmental consolidated information return including all
affecting the Form 8038 series(such as Obligations. such issues issued within the calendar year.
legislation enacted after we release it)will be Filing a separate return for a single issue. Thus,an issuer may file a separate Form 8038-
posted on that page. Issuers have the option to file a separate Form GC for each of a number of small issues and
Purpose of Form 8038-GC for any tax-exempt governmental report the remainder of small issues issued
obligation with an issue price of less than during the calendar year on one consolidated
Form 8038-GC is used by the issuers of tax- $100,000. Form 8038-GC.However,if the issue is a
exempt governmental obligations to provide the construction issue,a separate Form 8038-GC
An issuer of a tax-exempt bond used to finance must be filed to give the IRS notice of the
IRS with the information required by section
construction expenditures must file a separate election to paya penaltyin lieu of arbitrage
149(e)and to monitor the requirements of 9
sections 141 through 150. Form 8038-GC thatan for each issue ao give notice to rebate.
9 }ha IRS that an clartinn stone mar{o to
Cat.No.64108B Form 8038-GC (Rev.1-2012)