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HomeMy WebLinkAboutR2024-37 Golf Cart Lease ExtensionRESOLUTION 2024-37 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA ACCEPTING A PROPOSAL FROM E-Z- GO, A DIVISION OF TEXTRON, INC., FOR A NINE -MONTH EXTENSION OF THE EXISTING LEASE AND A NEW THIRTY-SIX MONTH LEASE FOR EIGHTY GPS EQUIPPED GOLF CARTS, ONE UTILITY HAULER, ONE SHUTTLE, AND ONE BEVERAGE CART PURSUANT TO PRICING ESTABLISHED IN AN EXISTING OMNIA PARTNERS PUBLIC SECTOR CONTRACT AND AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE NECESSARY LEASE AGREEMENTS AND RELATED DOCUMENTS IN ACCORDANCE WITH THE 'TERMS OF THE PROPOSAL; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Village Staff recommended accepting a proposal from E-Z-GO, a division of Textron, Inc., for a nine -month extension of the Village's existing lease agreement and a new thirty-six- month lease commencing in October 2025 for eighty (80) 2026 RXV ELITE Lithium golf carts equipped with GPS, one (1) utility hauler, one (1) shuttle and one (1) beverage cart pursuant to pricing established in an existing Omnia Partners, Public Sector Contract (No. R210201); and WHEREAS, the Village Council wishes to accept the E-Z-GO proposal and authorize the Village Manager to execute the necessary lease agreements and related documents; and WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests of the residents of the Village of North Palm Beach. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and incorporated herein. Section 2. The Village Council hereby accepts the proposal submitted by E-Z-GO, a division of Textron, Inc., for a nine -month extension of the Village's existing lease agreement and a new thirty-six- month lease commencing in October 2025 for eighty (80) 2026 RXV ELITE Lithium golf carts equipped with GPS, one (1) utility hauler, one (1) shuttle and one (1) beverage cart pursuant to pricing established in an existing Omnia Partners, Public Sector Contract (No. R210201) at a total cost of $840,325.68, with funds expended from Account No. L8046-33491 (Golf — Contractual Services). Section 3. Subject to review and approval as to form and legal sufficiency by the Village Attorney, the Village Council further authorizes the Village Manager to execute the required lease agreements and all related documents necessary to effectuate the transaction. Section 4. All resolutions or parts of resolutions in conflict with this Resolution are hereby repealed to the extent of such conflict. Page 1 of 2 Section 5. This Resolution shall be effective immediately upon adoption. PASSED AND ADOPTED THIS 25TH DAY OF APRIL, 2024. ATTEST: _c7 VILLVGE CLERK ----_., MAYOR Page 2 of 2 The Best Will Always Have Our Name On It. North Palm Beach Country Club CUSHMAN Partner with the Industry Leader E TE LITHIUM February 20, 2024 Allan Bowman North Palm Beach Country Club 951 US HWY 1 NORTH PALM BEACH, 33408 Dear Allan Bowman, E X� ADVANCED INTELLIBRAKE'" TECHNOLOGY E-Z-GO® is honored to prepare this exclusive proposal for North Palm Beach Country Club and its members. Since 1954, E-Z-GO has been at the forefront of innovation, reliability and service for the last 70 years. We are committed to providing our customers with vehicle solutions that exceed expectations and perform to the demands of your facilities. E-Z-GO and Cushman® vehicles are manufactured with purpose in mind. We have taken the golf car industry by storm with technologies such as the Samsung Powered ELITE Lithium batteries, a first -of -its -kind EX1 gas engine, and our Textron Pace systems. These technologies, paired with our reliable fleet and utility vehicle options, provide an experience refined to elevate and improve any course to a premium caliber. The E-Z-GO and Cushman advantage goes far beyond our products. You'll gain access to a level of service and support unsurpassed in the industry, through the largest fleet of factory direct service technicians, our strong network of factory -owned branch locations and authorized distributors. Through highly reputable regional sponsorships, professional golfers and industry partners, we are dedicated to advancing the game of golf and the industry that fuels it. Our constant pursuit for innovation, performance and customer service elevated our name to the premium provider in the industry. We're committed to the game and will never stop looking for what's next. Never settling has put our products on the most prestigious courses and facilities in the world so if you're looking for the best, E-Z-GO and Cushman have you covered. As you review the enclosed materials, please do not hesitate to contact me with additional questions. I look forward to hearing from you soon, and to serving you at North Palm Beach Country Club. With sincere appreciation, John Baughman Sr. Fleet Sales Representative (954) 540-2764 jbaughman@textron.com gl cusNnnnN" Proposal North Palm Beach Country Club February 20, 2024 STANDARD FEATURES 5 — YEAR BATTERY WARRANTY SAMSUNG SDI LITHIUM BATTERIES ACCESSORIES RXV FREEDOM ELITE ZERO MAINTENANCE BATTERIES ADVANCED INTELLIBRAKE TECHNOLOGY UNBEATABLE ENERGY EFFICIENCY LOWEST COST OF OPERATIONS 2024 Model Year Body Color Ocean Gray Premium Seat Gray Hole -in -One 18 x 8.50 - 8 (4 Ply Rated) - (Set of 4) Spoke, Silver (Set of 4) 2.2 Single ELiTE Battery Pack Light World Charger, ELiTE (3 m [10 ft] Cord) Premium Steering Wheel Frame - E-Shield E-Coat Enhanced Coating Headlights/Taillights/Brake Lights (LED) (Turn Signals Not Included) State of Charge Meter DC Converter USB Port Cooler & Bracket (Passenger Side) Sand Bottle (Single) (Both) Sand Bottle Premium Seat Bracket () Sand Bucket & Bracket (Driver Side) Windshield, Fold Down NEW Canopy Top, 2 Passenger Modular, Black Pace Wiring Harness Screens Custom Logo/Decals Freight 6 6 6 6 6 6 6 6 6 6 6 6 6 6 12 1 6 6 6 6 6 6 14r1■$ u CUSHMAN' Proposal North Palm Beach Country Club February 20, 2024 STANDARD FEATURES 5-YEAR BATTERY WARRANTY SAMSUNG SDI LITHIUM BATTERIES ACCESSORIES RXV ELITE ZERO MAINTENANCE BATTERIES ADVANCED INTELLIBRAKE TECHNOLOGY UNBEATABLE ENERGY EFFICIENCY LOWEST COST OF OPERATIONS 2024 Model Year Body Color Ocean Gray Premium Seat Gray Hole -in -One 18 x 8.50 - 8 (4 Ply Rated) - (Set of 4) Spoke, Silver (Set of 4) 2.2 Single ELiTE Battery Pack Light World Charger, ELiTE (3 m [10 ft) Cord) Premium Steering Wheel Frame - E-Shield E-Coat Enhanced Coating USB Port Cooler & Bracket (Passenger Side) Sand Bottle (Single) (Both) Sand Bucket & Bracket (Driver Side) Windshield Mounted Message Holder Windshield, Fold Down NEW Canopy Top, 2 Passenger Modular, Black Pace Wiring Harness Screens Custom Logo/Decals Freight 74 74 74 74 74 74 74 74 74 74 74 148 74 74 74 74 74 74 74 LC] cusHnnnN" Proposal North Palm Beach Country Club February 20, 2024 STANDARD FEATURES 13.5-HP EFI GAS ENGINE 8.4-CU-FT CARGO BED ACCESSORIES K500 20 x 8-10, 6 Piy Rated, Black Wheel HAULER 800X GAS 800-LB VEHICLE LOAD CAPACITY FUNCTIONAL DASHBOARD WITH STORAGE HEADLIGHTS & BRUSHGUARD LIFTED SUSPENSION Body Color Forest Green Side Decals Matte Black (no decal) Contoured Seat Gray Two Wheel Mechanical Brakes Brush Guard Comfort Grip Steering Wheel with Scorecard Holder Large Fender Flares Fuel/Oil Gauge Hour Meter Halogen Headlights Plastic Bed Box (Manual Lift) Ball Cage - BOPS Certified Freight 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 11 4 1 i 14 -4W1•1 CUSHMAN" Proposal North Palm Beach Country Club February 20, 2024 SHUTTLE 6 ELITE STANDARD FEATURES 5-YEAR BATTERY WARRANTY ZERO MAINTENANCE BATTERIES 1,200-LB VEHICLE LOAD CAPACITY 6-PASSENGER SEATING HEADLIGHTS, BRAKELIGHTS AND TAIL SAMSUNG SDI LITHIUM BATTERIES LIGHTS ACCESSORIES Hole-N-One 18 x 8.5-8 (Front) Hole-N-One 18 x 8.5-8 (Rear) Silver Metallic (Set of 4) Body Color Forest Green ELITE World Charger, 48V DC, 10' (3.OM) Cord UL/CSA Seat Color - 6 Passenger Only (Gray) Headlights Horn ELITE 4.2 Batteries DC/DC Converter State of Charge Meter Hour Meter USB Port, Dual 5 Panel Mirror Windshield Split Frame - E-Shield E-Coat Enhanced Coating Brushguard Sun Canopy Top, 116" Black Limited Slip Differential Custom Logo/Decals Freight 114111•1 CUSHMAN' Proposal North Palm Beach Country Club February 20, 2024 STANDARD FEATURES 13.5-HP EFI GAS ENGINE MERCHANDISE CABINET ACCESSORIES REFRESHER OASIS 4 COLD STORAGE DRAWERS 12.1-SQ-FT WRAP -AROUND COUNTER 500 CAN CAPACITY MERCHANDISE CABINET Cowl Color Forest Green Refresher Unit Color Graphite Gray Side Decals Matte Black (no decal) Standard Seat Gray K399 Load Star 18.5 x 8.5 - 8, 8 Ply Rated, Black Wheel Two Wheel Mechanical Brakes Brush Guard Comfort Grip Steering Wheel with Scorecard Holder Hour Meter Fuel/Oil Gauge Halogen Headlights Counter Top White Sun Canopy, Slate (with Pebble Platinum) Airpots (two, three liter airpots mounted on the dry goods section) Consumable Ice Bin with Lid Windshield, Flat with Side Mirrors Custom Logo/Decals Freight CUSHMAN" Proposal North Palm Beach Country Club February 20, 2024 PACE 10EX (36 MO) STANDARD FEATURES REAL-TIME VEHICLE DATA AUTOMATIC SOFTWARE UPDATES ACCURATE HOLE AND YARDAGE GPS ACCESSORIES 10" ULTRA -BRIGHT TOUCHSCREEN DISPLAY EHANCED HD HOLE GRAPHICS GEOFENCING & VEHICLE ALERTS CUSHMAN" Proposal North Palm Beach Country Club February 20, 2024 FAIR MARKET VALUE LEASE ✓ YEAR MODEL QTY TERM CAR/MONTH TOTAL MONTHLY PRICE 2024 RXV ELITE 74 36 Month $189.00 2024 RXV Freedom ELITE 6 36 Month $189.00 2024 Hauler 800X Gas 1 36 Month $312.85 2024 Shuttle 6 ELITE 1 36 Month $376.45 2024 Refresher Oasis 1 36 Month $535.00 Pace 10EX (36 Mo) 80 36 Month $49.95 MONTHLY AMOUNT PROGRAM DETAILS $13,986.00 $1,134.00 $312.85 $376.45 $535.00 $3,996.00 $20,340.30 NUMBER OF PAYMENTS PER YEAR PAYMENT MONTHS DELIVERY FIRST PAYMENT 12 All October 2025 November 2025 CURRENT LEASE CONDITIONS Upon acceptance of this proposal, North Palm Beach Country Club current lease schedule(s) 0843032-100 will be terminated after Oct 22, 2025 payment has been made provided the lease is current and in good standing. Upon acceptance of this proposal, North Palm Beach Country Club current lease schedule(s) 0843032-101 will be terminated after Oct 22, 2025 payment has been made provided the lease is current and in good standing. Upon acceptance of this proposal, North Palm Beach Country Club current lease schedule(s) 0843032-102 will be terminated after Oct 22, 2025 payment has been made provided the lease is current and in good standing. Upon acceptance of this proposal, North Palm Beach Country Club current lease schedule(s) 0843032-102 will be terminated after Oct 22, 2025 payment has been made provided the lease is current and in good standing. Upon acceptance of this proposal, North Palm Beach Country Club current lease schedule(s) 0843032-102 will be terminated after Oct 22, 2025 payment has been made provided the lease is current and in good standing. This last payment date is subject to change due to shifts in the delivery timeline. Unless otherwise stated, the last payment will coincide with the month of the new delivery. SPECIAL CONSIDERATIONS While it is our intent to honor the quoted pricing, the final pricing may change due to factors beyond the control of E-Z-GO. Final interest rates, pricing, and trade values will be determined 90 days prior to delivery. Trades must be in working condition and free from major cosmetic or mechanical damage, at time of pickup, to receive full trade value. The Village of North Palm Beach will make 9 extension payments on the current lease schedules through October 22, 2025 with delivery of the new equipment in October 2025. After the January 22, 2025 payment on the Pace GPS lease (008-0843032-300) the payment will be reduced to $1440.00 per month which will save the Village of NPB $19,440.00 over the 9 months prior to delivery. With this commitment the Village of North Palm Beach will "lock -in" current pricing and be sheltered from any price increases for the 2026 model year products not related to lease interest rates. All pricing established using the Omnia Partners Public Sector Contract #R210201. Based on the structure of the above proposed deal, the following documentation will be required for all deals, to establish creditworthiness: CUSHMAN' Proposal North Palm Beach Country Club February 20, 2024 LEASED NEEDS: • Signed Credit Application • Last Two Fuii years of Audited Financial Statements (income Statement, Balance Sheet} • YTD Financial Statements (Income Statement, Balance Sheet) CASH PURCHASE NEEDS: • Bank Letter (Proof of Funds at 90 days prior to delivery) OR Financials (Income Statement, Balance Sheet) to establish a Credit Limit with E-Z-GO. While it's our intent to hold this pricing, this pricing is subject to change due to factors that are beyond the control of E-Z-GO. Final interest rates, trade values, and pricing will be determined 90 days prior to delivery. NOTE: Ad goods ordered in error by die Customer or goods the Customer wishes to return are object to a restock lee. The restock fee is 3% of the original invoke value of the goods. Prices quoted above are those curtently in effect and are guaranteed subject to acceptance smhm 30 days of the date of this proposal. Applicable state tam, local taxes, and insurance are not included. Lease rates may lunge if alternate financing is required. Payment schedulels) does not indude any finance, documentation, or initiation fees that maybe Included with the first payment. All lease cars and trades must be in mooing condition and a fleet inspection will be performed prior to pith up It is the dub's responsibility to either repair damages noted or pay for the repairs to be completed. All electric cars must have a working charger All pricing and trade values are contingent upon management approval. Any change to the accessory list most be obtained to writing at least 30 days prior to production date North Palm Beach Country Club E-Z-GO Accepted by: Title: Date: HIM) 6a-r ?,eotf5 s ca a.,# I Z!-;xi Accepted by. Title: t J('-^;Sr. Date: CUSHMAN" uocusign tnvelope iu: ts's1[:U4t-413t4-41-95-9hDO-t8L)0403126D0 IHuntington ORIGINAL EQUIPMENT SCHEDULE (Fair Market Value Purchase Option} The "Lease": Equipment Schedule Number 20000035270 Dated July 14, 2025 to Master Lease Number 843032L Dated June 4, 2021 "Lessee" The Village of North Palm Beach, Florida, 951 US Highway 1, North Palm Beach, Palm Beach, FL, 33408.3813 Contact: "Lessor" Phone. I The Huntington National Bank,11100 Wayzata Blvd Ste 700, Minnetonka, Hennepin, MN, 55305-5517 This Equipment Schedule (this "Schedule") is entered into pursuant to and incorporates the terms of the Master Lease (except as expressly modified by this Schedule) Identified above between Lessor and Lessee (the "Master Lease" and, together with this Schedule, this "Lease"). All capitalized terms not otherwise defined in this Schedule have the meanings assigned in the Master Lease. Upon execution and delivery of this Schedule by Lessor and Lessee, and Lessee's acceptance of the Equipment described below, Lessor leases to Lessee and Lessee leases from Lessor the Equipment on the terms and conditions cif this Lease. SUMMARY OF TERM AND RENTAL PAYMENTS: Commencement Initial Term Rent Payment Each Rent Payment Advance Rent Payment(s) Interim Rent Security Deposit Date 36 Months Period $3,996.00 $0.00 Daily Factor i Drr�� MONTHLY plus applicable taxes, N/A N/A 5-2b For Installment(s): $0.00 'The Rent Payment does not include "up -front" sales or use taxes that may be imposed and due at the inception of the Lease. See Section 6 below. EQUIPMENT, PERSONAL PROPERTY, SERVICES AND/OR SOFTWARE (The "Equipment"): I Description (includingfeaturesj Location (80) PACE 10EX GP5 Units, together with all attachments and accessories thereto 951 US Highway 1. North Palm Beach, Palm Beach, Ft, 33408- } 3813 Each Rent Payment shall be payable in arrears commencing on the date that is one Rent Payment Period after the Commencement Date and on the same day of each subsequent Rent Payment Period for the Initial Term and any renewal term. The following additional provisions appty to the Equipment and this Lease only: 1. So long as this Lease has not been canceled or terminated early and no Event of Default exists, upon expiration of the Initial Term ("Lease End" ), Lessee may purchase all, but not less than all, of the Equipment for the Fair Market Value of the Equipment, plus all sales and use taxes arising on the sale of the Equipment. For purposes of this lease, "Fair Market Value" of the Equipment at any time means the estimated amount that a willing buyer and a wiling seller would pay for the Equipment on an installed basis, as mutually determined by Lessor and Lessee. If Lessor and Lessee are unable to mutualty determine the Fair Market Value, at Lessee's request and expense, Lessor shall select and hire a third -party certified appraiser to determine the Fair Market Value, and such appraiser's determination shall be binding on the Lessor and Lessee. To exercise the foregoing purchase option, Lessee must give written notice thereof to Lessor at least 90 days and no more than 120 days prior to Lease End. If Lessee falls to give such notice, or if the parties cannot agree on the Fair Market Value of the Equipment by 45 days before Lease End, then the purchase option shall lapse. If the purchase option lapses, then at least 30 days before Lease End or the end of any renewal term, Lessee must give Lessor notice of its intent to return the Equipment and request return location instructions. If Lessee fails to give such notice, or gives notice but fails to return the Equipment in accordance with Section 5 of the Master Lease, this Lease will automatically renew, at the same rental and other terms set forth in this Lease, for additional successive noncancelable one -month terms after the Initial Term until timely written notice of return and proper return of the Equipment is made. 2. if Lessee gives timely notice of election to purchase the Equipment as provided In paragraph 1 and fails to timely pay the purchase price, then Lessor may, in its sole discretion, by written notice to Lessee (a) treat the Equipment as purchased and enforce payment of the purchase price, (b) declare a failure to meet the purchase conditions whereupon Lessee's interest in the Lease and Equipment shall automatically be canceled and Lessee shall return the Equipment in accordance with Section 5 of the Master Lease, or (c) treat the Lease as automatically renewed, at the same rental and other terms set forth in this Lease, for additional successive noncancelable one - month terms after the Initial Term until timely written notice of return and proper return of the Equipment is made. 3. Upon Lessee's exercise of the purchase option and Lessor's receipt of the purchase price plus applicable sales and use tax and any rent or other amount owing under this Lease, the Equipment wit be deemed transferred to Lessee at its then location and, on Lessee's request at such time, Lessor will deliver to Lessee a bit of sale for the Equipment, "WHERE 15, AS I5" WITHOUT ANY WARRANTY AS TO TITLE OR WITH RESPECT TO THE EQUIPMENT, EXPRESS OR IMPLIED. 4. If Lessor suffers aTax Loss because, for federal or state income tax purposes, for any reason, this Lease Is not a true tease or Lessor otherwise is not entitled to depreciate the Equipment in the manner Lessor anticipated when entering into this Lease, then Lessee shall pay Lessor, as additional rent hereunder, a lump -sum amount which, after payment of all federal, state, and local income taxes on the receipt of such amount, and using the same assumptions as to tax benefits and other matters Lessor used In originally evaluating and pricing this Lease, will in Lessors reasonable opinion maintain Lessor's net after-tax rate of return with respect to this Lease at the same level it would have been had such Tax Loss not occurred. Lessor will notify Lessee of any claim that may give rise to indemnity hereunder and will make a reasonable effort to contest any such claim at the administrative level of the applicable taxing authority. Lessor shall control all aspects of any settlement and contest, and Lessee agrees to pay the legal fees and other out-of-pocket expenses thereof even if Lessor's defense issuccessful. Notwithstanding the foregoing, Lessee will not be obligated to indemnify Lessor far any Tax Loss caused solely by (a) a casualty Loss to the Equipment if Lessee pays the amount required under Section 8 of the Master Lease, (b) Lessor's sale of the Equipment other than on account of an Event of Default, (c)failure of Lessor to have sufficient income to utilize its anticipated tax benefits or to timely claim such tax benefits, and (d) tax law changes, including rates, effective after the Lease begins. Lessee's indemnity obligations hereunder shall survive csneelation and termination of this Lease. For purposes of this paragraph, the term "Tax Loss", means Lessor's loss of, or loss of the right to claim, or recapture of, all or any part of the federal or state income tax benefits Lessor anticipated as a result of entering into this Lease and owning the Equipment; and the term "Lessor' shall Include any member of an affiliated group of which Lessor is for may become) a member if consolidated tax returns are filed for such affiliated group for federal income tax purposes. 5. This Schedule may, in Lessor's sole discretion, be delivered and/or reproduced by facsimile, optical scanning or other electronic means re -copy") and such e-copy or a printed version thereof shall be enforceable as an original and admissible as such in any court or other proceeding, provided that there shall be only one original of this Schedule and It shall bear the original ink or electronic signature of Lessor and be marked "Original." Each party's electronic signature on this Schedule shalt be unconditionally valid and legally enforceable, and each party agrees not to contest the validity Of enforceability of any electronic signature (or the authority of the electronic signer to sign). To the extent that this Schedule constitutes chattel paper (as that term is defined by the Uniform Commercial Code), a security or ownership Interest Intended to be created through the transfer and possession of this Schedule can be done only by the transfer of the 'Original" bearing the original ink or electronic signature of Lessor; provided that, if the "Paper Out" process shall have occurred, or if there shall simultaneously exist both the "Paper Out" printed version and an electronic version of this lease, then the "Paper Out" printed version of such document bearing the legend "Original" applied by Lessor shall constitute the sole chattel paper original and authoritative version. 6. Lessee acknowledges that the Rent Payment does not include any "up -front" sales or use taxes (due at Lease inception) that Lessee elects to finance in conjunction with other financing under this Lease ("Financed Taxes"). If applicable, Lessor will adjust the Rent Payment amount to include the Financed Taxes (inclusive of any applicable fees), and such adjustment will be calculated by amortizing the Financed Taxes over the term of the Lease using the same yield used for calculation of Rent Payments (or as reasonably determined by Lessor). Goil_SchFMv_Muni ye 01.22.25 Pare l at 2 tlocusign Envelope lLl: E331 C:04E-313E4 4F95-9EDO-ESD040312600 rdance with this Lease, and any reference to taxes, Rent Payment, and payment obligations under the lease shall include Financed Taxes unless otherwise specified. Lessor The Huntington National Bank Lessee By: Iktrrin ((Jj 1A The Village of North Palm Beach, Florida By: 00114 ` ju n�'ryduff -5E2 1351 D0"1 I'j,1.1L 1W611 D3y Title: Chuck Huff, Manager ORIGINAL Docusign Envelope ID: E331 C:04E-4BE4-4F95-9ED4-E8D040312600 RESOLUTION LEASE NO. 20000035270 DATED AS OF July 14, 2025 A resolution authorizing the negotiation, execution, and delivery of Lease No. 20000035270 dated July 14, 2025 (the "Lease"), between The Village of North Palm Beach, Florida, 951 US Highway 1, North Palm beach, Palm Beach, FL, 33408-3813 and The Huntington National Bank 11100 Wayzata Blvd Ste 700, Minnetonka. Hennepin, MN, 55305-5517; and prescribing other details in connection therewith. WHEREAS, The Village of North Palm Beach, Florida, (the "Lessee") is a political subdivision duly organized and existing pursuant to the Constitution and laws of the State of FL; and WHEREAS, Lessee is duly authorized by applicable law to acquire such items of personal property as are needed to carry out its governmental functions and to acquire such personal property by entering into lease -purchase agreements; and WHEREAS, Lessee hereby finds and determines that the execution of a Lease for the purpose of leasing with the option to purchase the property designated and set forth in the Lease is appropriate and necessary to the function and operations of the Lessee; and WHEREAS, The Huntington National Bank, the "Lessor") shall act as Lessor under said Lease; and WHEREAS, the Lease shall not constitute a general obligation indebtedness of the Lessee within the meaning of the Constitution and laws of the State; NOW, THEREFORE, OE IT RESOLVED BY THE GOVERNING BODY OF The Village of North Palm Beach, Florida: Section 1. The Lease, in substantially the form as presently before the governing body of the Lessee , is hereby approved, and the Manager of the Lessee, is hereby authorized to negotiate, enter into, execute, and deliver the Lease and related documents in substantially the form as presently before the governing body of the Lessee, with such changes therein as shall be approved by such officer, and which Lease will be available for public inspection at the offices of Lessee. Section 2. The Lessee shall, and the officers, agents and employees of the Lessee are hereby authorized and directed to take such further action and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution, and to carry out, comply with and perform the duties of the Lessee with respect to the Lease. Section 3. The Lessee's obligations under the Lease shall be expressly subject to annual appropriation by Lessee; and such obligations under the Lease shall not constitute a general obligation of Lessee or indebtedness of Lessee within the meaning of the Constitution and laws of the State of FL Section 4. All other related contracts and agreements necessary and incidental to the tease are hereby authorized, ratified and approved. Section 5 This resolution shall take effect immediately upon its adoption and approval. CERTIFIED AS TRut: AND CORRECT this 27th day of August —-aoci.siprpe by, L44i,C,d •— -•—"99f1•11.18+3MNI f1 - -- -- Signature of Clerk, Secretary or Assistant Secretary Jessica Green Pnnted Name of Clerk. Secretary or Assistant Secretary 20 25 Docusign Envelope ID E331C04E-413E4-4F95-9EDO-E8D040312600 Huntington CERTIFICATE OF INCUMBENCY LEASE NO. 20000035270 DATED AS OF July 14, 2025 Jessica Green , do hereby certify that I am the duly elected or appointed and acting Clerk/Secretary of The Village of North Palm Beach, Florida (the "Lessee"), a political subdivision duly organized and existing under the laws of the State of FL, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. NAME TITLE SIGNATURE sb�.a er: Deborah Searcy Mayor S"`t Chuck Huff Village Manager I IN WITNESS WHEREOF, i have duly executed this certificate this 27th day of August Signed: Title: �nn�Oo uSivn.a by: Village Clerk . 20 25 NOTE: The Clerk or Secretary of the Lessee should sign unless that person is also the signor of the documents in which case the President or some other Officer of the Lessee should execute this document. Pate 1 of 1 Docusign Envelope ID: E331 C04E-48E4-4F95-9EDO-E8D040312600 it Huntington DELIVERY AND ACCEPTANCE CERTIFICATE The "Lease": Equipment Schedule Number 20000035270 Dated July 14, 2025 to Master Lease Number 843032E Dated June 4, 2021 "Lessee" The Village of North Palm Beach, Florida, 951 U5 Highway 1, North Palm Beach, Palm Beach, FL, 33408-3813 "Lessor" The Huntington National Bank, 11100 Wayzata Blvd Ste 700, Minnetonka, Hennepin, MN, 55305-5517 This Certificate relates to the Equipment (the "Equipment") that is described in the Lease. Pursuant to the Lease, Lessee acknowledges that Lessor has acquired the Equipment in Connection with the Lease and Lessee has either received a copy of the purchase agreement with the vendor of the Equipment on or before signing the Lease or has approved such purchase. Lessee hereby represents, warrants and certifies that (i) all of the Equipment has been delivered to Lessee at the Equipment Location set forth in the Lease and has been installed, tested and inspected by Lessee or duly authorized representatives of Lessee, (Ii) the Equipment Description set forth in the Lease is complete and correct, (iii) the Equipment is exactly what Lessee ordered, is In good working order, is satisfactory in all respects and has been accepted by Lessee under the Lease as of the Acceptance Date set forth below, and (iv) there has been no adverse change in the business or financial condition of Lessee or any guarantor of the Lease since the day the most recent financial statement of Lessee or any guarantor was submitted to Lessor. If Lessee has made a deposit to the Equipment vendor(s), by signing this Certificate, Lessee hereby transfers all of Lessee's right, title and interest in and to the Equipment to Lessor, except to the extent set forth in the Lease, whether or not the Lessee has been reimbursed for the deposit(s). IMPORTANT: LESSEE SHOULD SIGN THIS CERTIFICATE ONLY AFTER LESSEE HAS RECEIVED AND IS COMPLETELY SATISFIED WITH THE EQUIPMENT. BY SIGNING THIS CERTIFICATE, LESSEE (1) IS IRREVOCABLY ACCEPTING THE EQUIPMENT, (2) BECOMES ABSOLUTELY AND IRREVOCABLY OBLIGATED TO LESSOR UNDER THE LEASE, AND (3) MAY NOT THEREAFTER REJECT THE EQUIPMENT, CANCEL OR TERMINATE THE LEASE OR DENY ANY STATEMENT MADE IN THI5 CERTIFICATE, FOR ANY REASON WHATSOEVER. Acceptance Date: 8/27/2025 Lessee The Village of North Palm Beach, Florida By: O� f iFt l: 351 35Fl:O Chuck Huff, Manager Docusrgn Envelope ID E331C04E-48E4-4F95-9EDO-E80040312600 le Huntington ADDITIONAL INFORMATION REGARDING YOUR ACCOUNT AND THE EQUIPMENT The "Contract": Lease Number 20000035270 dated July 14, 2025 "Lessee" The Village of North Palm Beach, Florida, 951 US Highway 1, North Palm Beach, Palm Beach, FL, 33408-3813 "Lessor" The Huntington National Bank, 11100 Wayzata Blvd Ste 700, Minnetonka, Hennepin, MN, S5305-5517 Equipment Description and Location: Description (including features) (80) PACE 10EX GPS Units, together with all attachments and accessories thereto Location 951 US Highway 1, North Palm Beach, Palm Beach, FL, 33408-3813 ,:.PLEASE COMPLETE ALL SECTIONS BELOW *** Automated Clearing House ("ACH") Payments (check one box below): ❑ Previous contracts are on ACH, please continue ACH on this Contract. ❑ Do NOT setup this Contract on ACH (this option may be selected unless ACH is required by Lessor) Dir Please setup ACH on this Contract (this option to be selected if you would like ACH to apply to this Contract or if Lessor requires ACH.) If Lessor requires ACH, the box will automatically be checked. Billing Address: 951 U5 Highway 1, North Palm Beach, Palm Beach, FL, 33408-3813 ❑ If billing address is different than above, list the correct billing address [N Billing Email Address: If Different, Enter Correct Email Address: finance@village-npb.org 0 For this contract only 25 All contracts Equipment Location and Vehicle Titling Location: [$ The Equipment will be located at the Equipment Location(s) stated above or on Exhibit A; provided that if any Equipment is motor vehicles, such vehicles will be titled in the titling office for the Equipment Location stated above or an Exhibit A. ❑ The Equipment will be located at: (If multiple locations, attach a list indicating by item of Equipment the Oty, State and County where such item will be located) and the vehicles will be titled in: (State) (City'I (County) (If multiple vehicles titled in multiple states, attach a list indicating by VIN the State, City and County each vehicle will he titled) Tax Status (LEASE TRANSACTIONS ONLY): 1. 5ales/Use Tax: (check one) [] Subject to Sales and Use Tax. (Tax will be based on the state where the Equipment/Vehicle Is located). ❑ Exempt from sales and use tax, for the following reason: ❑ Exemption Certificate Attached ® Valid Exemption Certificate already an file with Lessor. "If you are exempt from sales tax, you MUST provide exemption certificate or you will automatically be charged sales tax*** 2. Heavy Vehicle Use Tax: Some vehicles are liable for Heavy Vehicle Use Tax, filed on Federal Form 2290. Lessor does not file this return. If you determine the vehicle(s) is liable for this tax, you should include it on your own Form 2290. Failure to report a taxable vehicle may prevent you from obtaining licenses or tabs. Personal Property Tax: lithe Equipment is located in a state or locality that requires reporting of the Equipment on a personal property tax return, Lessor will report the Equipment on Its own return and bill you for taxes due. Acknowledged by: Lessee The Village of North Palm Beach, Florida By: I nWf LCFr»3S}O�W]� Chuck Huff, Manager 0 docusign Certificate Of Completion Envelope id: E331C04E-4BE4-4F95-9EDO-E8D040312600 Subject: Complete with Oocusign: Huntington Bank Lease Docs Source Envelope: Document Pages: 21 Certificate Pages: 5 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06 00) Central Time (US & Canada) Record Tracking Status: Original 9/4/2025 3:22:28 PM Signer Events Nick Lauver nick.a.lauver@huntington.com Security Level: Email, Account Au'. (None) Using IP Address: 24.149.25.163 Signed using mobile Status: Completed For The Village of North Palm Beach, Florida... Signatures: 23 Initials: 1 Electronic Record and Signature Disclosure: Accepted 9/4/2025 4:27:14 PM I0:7805084a-36d8-4d63-aaeb-5ed7844988a5 Company Name: The Huntington National Bank Chuck Huff chuff@village-npb.org Village Manager Security Level: Email, Account Authentication (None), Authentication Holder:Keanu Vorachit keanu.vorachit@financediv.com Signature Completed �L1acuApi»d 6y. (i4kak RIA f s+-5F2.y$151LNk 03 Signature Adoption: Pre -selected Style Using IP Address: 70.43.176.74 Authentication Details SMS Auth: Transaction: 3c99d208-63db-4 7b7-a45a-e 13e6f247da6 Result: passed Vertu Type: SMSAuth Performed: 9/8/2025 2:27:01 PM Phone:+t 561-348-0697 Electronic Record and Signature Disclosure: Accepted: 9/8/2025 2:27:10 PM ID: 9f3fb38b-1953-4821-b80d-20adb5004c9c Company Name: The Huntington Nationaf Bank Deborah Searcy dsearcy@village-npb.org Security Level: Email, Account Authentication (None), Authentication Authentication Details s+o.wd nr: Signature Adoption: Pre -selected Style Using IP Address: 2600:1006:b31 e.ae54:7861:dfb 7:763a:5479 Signed using mobile Envelope Originator. Keanu Vorachit 11100 Wayzata Blvd Ste 700 Minnetonka, MN 55305 keanu.voractiit@financediv.com IP Address: 170.128.82.100 Location: DocuSign Timestamp Sent: 9/4/2025 3:42:48 PM Viewed: 9/4/2025 3:53:52 PM Signed: 9/4/2025 3:54:16 PM Sent: 9/4/2025 3:54:18 PM Resent: 9/8/2025 2:22:42 PM Viewed: 9/8/2025 2,27:10 PM Signed: 9/8/2025 2:27:37 PM Sent: 9/40025 3:54:19 PM Viewed: 9/6/2025 1:40:26 PM Signed: 9/6/2025 1:40:54 PM Signer Events Signature Timestamp ID Check: Transaction: 31039815671265 Result: passed Vendor ID: LexisNexis Type: iAuth Recipient Name Provided by: Recipient Information Provided for ID Check: Address Performed: 9/6/2025 1:40:13 PM Electronic Record and Signature Disclosure: Accepted: 9/6/2025 1:40:26 PM ID. 4d06f 149-4b9f-4e4d-a533-2146c73e 1 dc9 Company Name: The Huntington National Bank Jessica Green jgreen@village-npb,org Security Level: Email, Account Authentication (None), Authentication Authentication Details ID Check: T : . .31039782162945 Result: passed Vendor ID: LexisNexis Type: iAuth Recipient Name Provided by: Recipient Information Provided for ID Check: Address, SSN4, DOB Performed: 9/5/2025 7:28:50 AM Electronic Record and Signature Disclosure: Accepted: 9/5/2025 7:29:13 AM ID: 3daafc5b-285a-44cf-a69d-591168f9f1 bb Company Name: The Huntington National Bank In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Payment Events Question Details. passed vehicle.historical.association.real passed passed passed passed passed person.city.real property.county.fake property.association.single. real person.age.real ve h icle. a s soci ation. re a l De�ae�• s--061E9074g46F420 Signature Adoption: Pre -selected Style Using IP Address: 70.43.176.74 Question Details: passed person.state.real passed property.street.in.city.real passed corporate.associatlon.real passed property.association.single.real passed person.city.real passed vehicle.association.real Signature Status Status Status Status Status Signature Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Status Electronic Record and Signature Disclosure Sent: 9/4/2025 3:54:19 PM Viewed: 9/5/2025 7:29:13 AM Signed: 9/5/2025 7:31:26 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamps 9/4/2025 3:42:48 PM 9/5/2025 7:29:13 AM 9/5/2025 7:31:26 AM 9/8/2025 2:27:37 PM Timestamps klectronic rtecora and signature Uisciosure created on: 3/24/2022 1:56:28 PM Parties agreed to: Nick Lauver. Chuck Huff, Deborah Searcy, Jessica Green ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, The Huntington National Bank (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. 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Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confine that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further. if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check -box next to 'I agree to use electronic records and signatures'. you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify The Huntington National Bank as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by The Huntington National Bank during the course of your relationship with The Huntington National Bank. at Huntington DELIVERY AND ACCEPTANCE CERTIFICATE The "Lease": Equipment Schedule Number 20000035270 Dated July 14, 2025 to Master Lease Number 843032L Dated June 4, 2021 „Lessee, The Village of North Palm Beach, Florida, 951 US Highway 1, North Palm Beach, Palm Beach, FL. 33408-3813 "Lessor The Huntington National Bank, 11100 Wayzata Blvd Ste 700, Minnetonka, Hennepin, MN, 55305-5517 This Certificate relates to the Equipment (the "Equipment"' that is described in the Lease. Pursuant to the Lease, Lessee acknowledges that Lessor has acquired the Equipment in connection with the Lease and Lessee has either received a copy of the purchase agreement with the vendor of the Equipment on or before signing the Lease or has approved such purchase. Lessee hereby represents, warrants and certifies that (i) all of the Equipment has been delivered to Lessee at the Equipment Location set forth in the Lease and has been installed, tested and inspected by Lessee or duly authorized representatives of Lessee, Sill the Equipment Description set forth in the Lease is complete and correct, (iiil the Equipment is exactly what Lessee ordered, is in good working order, is satisfactory in all respects and has been accepted by Lessee under the Lease as of the Acceptance Date set Forth below, and {iv} there has been no adverse change in the business or financial condition of Lessee or any guarantor of the Lease since the day the most recent financial statement of Lessee or any guarantor was submitted to Lessor. If Lessee has made a deposit to the Equipment vendor(s), by signing this Certificate, Lessee hereby transfers all of Lessee's right, title and interest in and to the Equipment to Lessor, except to the extent set forth in the Lease, whether or not the Lessee has been reimbursed for the deposits). IMPORTANT; LESSEE SHOULD SIGN THIS CERTIFICATE ONLY AFTER LESSEE HAS RECEIVED AND 15 COMPLETELY SATISFIED WITH THE EQUIPMENT- BY SIGNING THIS CERTIFICATE, LESSEE {1) IS IRREVOCABLY ACCEPTING THE EQUIPMENT. (2) BECOMES ABSOLUTELY AND IRREVOCABLY OBLIGATED TO LESSOR UNDER THE LEASE, AND (3) MAY NOT THEREAFTER REJECT THE EQUIPMENT, CANCEL OR TERMINATE THE LEASE OR DENY ANY STATEMENT MADE IN THIS CERTIFICATE, FOR ANY REASON WHATSOEVER. Acceptance Date: / r'-'r5� Lessee The Village of North Palm Beach, Florida By: Chuck Huff, Manager Doeusign Envelope ID: A5865E5E-19A0-43F5-8631-438D7C t F229B TORCLVIA, DONLON, GODDEAU & RUBIN, P.A. 701 Northpoint Parkway, Suite 209 West Palm Beach, Florida 33407-1950 561-686-8700 Telephone 1561-686-8764 Facsimile www.torcivialaw.com Glen J. Toiervia Litre Donlon Christy L. Goddenu• Leonard G. Rubin• *FLORIDA BAR BOARD CERTIFIED CITY COUNTY AND LOCAL GOVERNMENT ATTORNEY July 14.2025 Jennifer IL R. linear Elizabeth V. Lenihan* Ruh A. Mutes Tanya M. Farley Amelia lade° Daniel Harrell, Of Counsel Lessee: Village of North Palm Beach 501 U.S. Highway One (Golf Course Address: 951 U.S. Highway One) North Palm Beach, FL 33408-3813 Lessor: The Huntington National Bank 1 1100 Wayzata Boulevard, Suite 700 Minnetonka, MN 55305-5517 Re: Contract 20000035270, dated as of July 14, 2025, by and between the Village of North Palm Beach and Lessor Ladies and Gentlemen: 1 have acted as counsel to Lessee with respect to the contract described above (the "Lease") artd various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease and exhibit thereto. Based upon the examination of these and such other documents as 1 deem relevant, it is my opinion that: l . Lessee municipal corporation and political subdivision of the State of Florida (the "State") duly organized, existing and operating under the Constitution and laws of ihe State. The full, true and correct legal name of Lessee is "The Village of North Palm Beach, Florida." 2. The Uniform Commercial Code, as adopted in the State (the "UCC"), and no other statute of the State, governs the creation, perfection, priority or enforcement of a security interest created by Lessee. 3. Lessee is authorized and has power under State law to enter into the Lease, and to cant' out its obligations thereunder and the transactions contemplated thereby. Docusign Envelope ID A6865E5E-19AD-43F5-8631-438D7C1F229B 4. The Lease and the other documents described above have been duly authorized, approved, executed and delivered by and on behalf of Lessee, and the Lease is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited State and Federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application to or affecting the enforcement of creditors' rights. 5. The authorization, approval and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable State and Federal taws. 6. The execution of the Lease and the appropriation of moneys to pay the payments coming due under the Lease do not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee, 7, There is no litigation, action, suit, or proceeding pending or before any court, administrative agency, arbitrator or governmental body, that challenges the organization or existence of Lessee; the authority of the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of the Lease and other documents described above; the appropriation of monies to make Rental Payments under the Lease for the current fiscal year, or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby, This opinion of counsel may be relied upon by Lessor and its successors or assigns_ Very truly yours, cof Leonard G. Rubin Village Attorney Tarcivia. Donlon, Goddeau & Rubin, P.A., 701 Northpoint Parkway, Suite 209, West Palm Reach, Florida 33407 (561) 686-8700 - (561) 686-8764 (facsimile) Docusign Envelope ID: E331C04E-4BE4-4F95-9ED0-E8D040312600 Huntmgton ORIGINAL EQUIPMENT SCHEDULE (Fair Market Value Purchase Option) The "Lease": Equipment Schedule Number 70000035248 Dated July 14, 2025 to Master Lease Number 843032E Dated June 4, 2021 "Lessee" The Village of North Palm Beach, Florida, 951 US Highway 1, North Palm Beach, Palm Beach, FL, 33408-3813 Contact: "Lessor' Phone: The Huntington National Bank, 11100 Wayzata Blvd Ste 700, Minnetonka, Hennepin, MN, 55305-5517 This Equipment Schedule (this "Schedule") is entered into pursuant to and incorporates the terms of the Master Lease (except as expressly modified by this Schedule) identified above between Lessor and Lessee (the "Master Lease" and, together with this Schedule, this "Lease"). All capitalized terms not otherwise defined in this Schedule have the meanings assigned In the Master Lease. Upon execution and delivery of this Schedule by Lessor and lessee, and Lessee's acceptance of the Equipment described below, Lessor leases to Lessee and Lessee leases from Lessor the Equipment on the terms and conditions of this Lease. SUMMARY OF TERM AND RENTAL PAYMENTS: Commencement Initial Term Rent Payment Each Rent Payment Advance Rent Payment(s) Interim Rent Security Deposit Date 36 Months Period $15,040.00 $0.00 Daily Factor 10m 5-20 MONTHLY plus applicable taxes' N/A N/A For Installment{s}: $0.00 'The Rent Payment does not include "up -front" sales or use taxes that may he imposed and due at the inception of the Lease. See Section 6 below. EQUIPMENT, PERSONAL PROPERTY, SERVICES AND/OR SOFTWARE (The "Equipment"): Description (Indudingfeatures) Location See ExhibitA attached hereto and made a part hereof. See Exhibit A Each Rent Payment shall be payable in arrears commencing on the date that is one Rent Payment Period after the Commencement Date and on the same day of each subsequent Rent Payment Period for the Initial Term and any renewal term. The following additional provisions apply to the Equipment and this Lease only: 1. So long as thls Lease has not been canceled or terminated early and no Event of Default exists, upon expiration of the Initial Term ("Lease End"), Lessee may purchase all, but not less than all, of the Equipment for the Fair Market Value of the Equipment, plus all sales and use taxes arising on the sale of the Equipment. For purposes of this Lease, "Fair Market Value" of the Equipment at any time means the estimated amount that a willing buyer and a willing seller would pay for the Equipment on an installed basis, as mutually determined by Lessor and Lessee. if Lessor and Lessee are unable to mutually determine the Fair Market Value, at Lessee's request and expense, Lessor shall select and hire a third -party certified appraiser to determine the Fair Market Value, and such appraiser's deterrnination shall be binding on the Lessor and Lessee. To exercise the foregoing purchase option, Lessee must give written notice thereof to Lessor at least 90 days and no more than 120 days prior to Lease End. If Lessee fails to give such notice, or if the parties cannot agree on the Fair Market Value of the Equipment by 45 days before Lease End, then the purchase option shall lapse. If the purchase option lapses, then at least 30 days before Lease End or the end of any renewal term, Lessee must give Lessor notice of its intent to return the Equipment and request return location instructions. If Lessee fails to give such notice, or gives notice but fails to return the Equipment in accordance with Section 5 of the Master Lease, this Lease will automatically renew, at the same rental and other terms set forth in this Lease, for additional successive noncancelable one -month terms after the Initial Term until timely written notice of return and proper return of the Equipment is made. 2. If Lessee gives timely notice of election to purchase the Equipment as provided in paragraph 1 and faits to timely pay the purchase price, then Lessor may, in its sole discretion, by written notice to Lessee (a) treat the Equipment as purchased and enforce payment of the purchase price, (b) declare a failure to meet the purchase conditions whereupon Lessee's interest in the Lease and Equipment shall automatically be canceled and Lessee shall return the Equipment in accordance with Section 5 of the Master Lease, or (c) treat the Lease as automatically renewed, at the same rental and other terms set forth in this Lease, for additional successive noncancelable one - month terms after the Initial Term until timely written notice of return and proper return of the Equipment is made. 3. Upon Lessee's exercise of the purchase option and Lessor's receipt of the purchase price plus applicable sales and use tax and any rent or other amount owing under this Lease, the Equipment will be deemed transferred to Lessee at its then location and, on Lessee's request at such time, Lessor will deliver to Lessee a big of sale for the Equipment, "WHERE IS, AS IS" WITHOUT ANY WARRANTY AS TO TITLE OR WITH RESPECT TO THE EQUIPMENT, EXPRESS OR IMPLIED. 4. If Lessor suffers a Tax Loss because, for federal or state income tax purposes, for any reason, this Lease is not a true lease or Lessor otherwise is not entitled to depreciate the Equipment in the manner Lessor anticipated when entering into this Lease, then Lessee shall pay Lessor, as additional rent hereunder, a lump -sum amount which, after payment of all federal, state, and local income taxes on the receipt of such amount, and using the same assumptions as to tax benefits and other matters Lessor used in originally evaluating and pricing this Lease, will in Lessors reasonable opinion maintain Lessor's net after-tax rate of return with respect to this Lease at the same level it would have been had such Tax Loss not occurred. Lessor will notify Lessee of any claim that may give rise to indemnity hereunder and will make a reasonable effort to contest any such claim at the administrative level of the applicable taxing authority. Lessor shall control all aspects of any settlement and contest, and Lessee agrees to pay the legal fees and other out-of-pocket expenses thereof even if Lessor's defense is successful. Notwithstanding the foregoing, Lessee will not be obligated to Indemnify Lessor for any Tax Loss caused solely by (a) a casualty Loss to the Equipment if Lessee pays the amount required under Section E of the Master Lease, (b) Lessor's sale of the Equipment other than on account of an Event of Default, Id failure of Lessor to have sufficient income to utilise its anticipated tax benefits or to timely claim such tax benefits, and (d} tax law changes, Including rates, effective after the Lease begins. Lessee's Indemnity obligations hereunder shall survive cancelation and termination of this Lease. For purposes of this paragraph, the term "Tax Loss", means Lessor's loss of, or loss of the right to claim, or recapture of. all or any part of the federal or state income tax benefits Lessor anticipated as a result of entering into this Lease and owning the Equipment; and the term "Lessor" shall include any member af an affiliated group of which Lessor is (or may become) a member if consolidated tax returns are filed for such affiliated group for federal Income tax purposes. 5. This Schedule may, in lessors sole discretion, be delivered and/or reproduced by facsimile, optical scanning or other electronic means re -copy") and such e-copy or a printed version thereof shall be enforceable as an original and admissible as such in any court or other proceeding, provided that there shall be only one original of this Schedule and it shall bear the original ink or electronic signature of Lessor and be marked *Original.' Each partyl's electronic signature on this Schedule shall be unconditionally valid and legally enforceable, and each party agrees not to contest the validity or enforceability of any electronic signature for the authority of the electronic signer to sign]. To the extent that this Schedule constitutes chattel paper (as that term is defined by the Uniform Commercial Code), a security or ownership interest intended to he created through the transfer and possession of this Schedule can be done only by the transfer of the "Original" bearing the original ink or electronic signature of Lessor; provided that, if the "Paper Out" process shall have occurred, or if there shall simultaneously exist both the "Paper Out" printed version and an electronic version of this lease, then the "Paper Out" printed version of such document bearing the legend "Original" applied by Lessor shall constitute the sole chattel paper original and authoritative version. 6. Lessee acknowledges that the Rent Payment does not include any "up -front" sales or use taxes (due at Lease inception) that Lessee elects to finance in conjunction with other financing under this Lease ("Financed Taxes"). if applicable, Lessor will adjust the Rent Payment amount to include the Financed Taxes (inclusive of any applicable fees), and such adjustment will be calculated by amortising the Financed Taxes over the term of the Lease using the same yield used for calculation of Rent Payments for as reasonably determined by Lessor). Goli_SchFMV_Muni xer 01.22.25 Pare 1 of 2 Uocusign Envelope fU: t:331eU4t-4t3t4-4FJ6-9El3O-E8D040312600 dance with this tease, and any reference to taxes, Rent Payment, and payment obligations under the Lease shall include Financed Taxes unless otherwise specified. JJ By: �IM 4 efint Lessor The Huntington National Bank Lessee The Village of North Palm Beach, Florida By: TpatuSlirrdtb rrby: Title: 46, Ayvg ll Chuck Huff, Manager ORIGINAL Docusign Envelope ID: E331C04E-4BE4-4F95-9ED0-E8D040312600 Ji Huntington "Contract": Lease Number 20000035248 dated July 14, 2025 "Lessee" The Village of North Palm Beach, Florida, 951 U5 Highway 1, North Palm Beach, Palm Beach, FL, 33408-3813 "Lessor" The Huntington National Bank, 11100 Wayzata Blvd Ste 700, Minnetonka, Hennepin, MN, 55305-5517 EXHIBIT A This Exhibit A is attached to and made a part of the Contract referenced above, between the above -referenced Lessor and the above - referenced Lessee. All capitalized terms not otherwise defined in this Exhibit A shall have the meanings assigned in the Contract. Description and Location of Equipment, Personal Property, Services, and/or Software (the "Collateral") that is being financed pursuant to the Contract: Quantity Description (including features) Location 74 (74) 2026 E-Z-GO RXV ELiTE 951 US Highway 1, North Palm Beach, Palm Beach, FL, 33408-3813 6 (6) 2026 E-Z-GO RXV Freedom ELITE 951 US Highway 1, North Palm Beach, Palm Beach, FL, 33408-3813 Lessor Lessee The Huntington National Bank Sy: bikt_ The Village of North Palm Beach, Florida By: � « oesigned 6y: 0' hif Title: C Chuck Huff, Manager ORIGINAL Exhibit11 ver 06.09.2014 Page lei 1 Docusign Envelope ID E331C04E-4 E4-1F95.9EDD•E8D040312600 Huntington DELIVERY AND ACCEPTANCE CERTIFICATE The "Lease": Equipment Schedule Number 20000035248 Dated July 14, 2025 to Master Lease Number 843032L Dated June 4, 2021 "Lessee" The Village of North Palm Beach, Florida, 951 US Highway 1, North Palm Beach, Palm Beach, FL, 33408-3813 "Lessor" The Huntington National Sank, 11100 Wayzata Blvd Ste 700, Minnetonka, Hennepin, MN, 55305.5517 This Certificate relates to the Equipment (the "Equipment") that is described in the Lease. Pursuant to the Lease, Lessee acknowledges that Lessor has acquired the Equipment in connection with the Lease and Lessee has either received a copy of the purchase agreement with the vendor of the Equipment on or before signing the Lease or has approved such purchase. Lessee hereby represents, warrants and certifies that (1) all of the Equipment has been delivered to Lessee at the Equipment Location set forth in the Lease and has been installed, tested and inspected by Lessee or duly authorized representatives of Lessee, (li) the Equipment Description set forth in the Lease is complete and correct, (iii) the Equipment is exactly what Lessee ordered, is in good working order, is satisfactory in all respects and has been accepted by Lessee under the Lease as of the Acceptance Date set forth below, and (iv) there has been no adverse change in the business or financial condition of Lessee or any guarantor of the Lease since the day the most recent financial statement of Lessee or any guarantor was submitted to Lessor. If Lessee has made a deposit to the Equipment vendor(s), by signing this Certificate, Lessee hereby transfers all of Lessee's right, title and interest in and to the Equipment to Lessor, except to the extent set forth in the Lease, whether or not the Lessee has been reimbursed for the deposit(s). IMPORTANT: LESSEE SHOULD SIGN THIS CERTIFICATE ONLY AFTER LESSEE HAS RECEIVED AND 15 COMPLETELY SATISFIED WITH THE EQUIPMENT, BY SIGNING THIS CERTIFICATE, LESSEE (1) IS IRREVOCABLY ACCEPTING THE EQUIPMENT, (2) BECOMES ABSOLUTELY AND IRREVOCABLY OBLIGATED TO LESSOR UNDER THE LEASE, AND (3) MAY NOT THEREAFTER REJECT THE EQUIPMENT, CANCEL OR TERMINATE THE LEASE OR DENY ANY STATEMENT MADE IN THIS CERTIFICATE, FOR ANY REASON WHATSOEVER. Acceptance Date: 8/27/2025 l.Fssee The Village of North Palm Beach, Florida By: Chuck Huff, Manager Docusign Envelope ID E331CD4E-4BE4-4F95-9ED0-E8D040312600 119 Huntington ADDITIONAL INFORMATION REGARDING YOUR ACCOUNT AND THE EQUIPMENT The "Contract": Lease Number 20000035248 dated July 14, 2025 "Lessee" The Village of North Palm Beach, Honda, 951 US Highway 1, North Palm Beach, Palm Beach, FL, 33408-3813 "Lessor" The Huntington National Bank, 11100 Wayzata Blvd Ste 700, Minnetonka, Hennepin, MN, 55305-5517 Equipment Description and Location: Description (including features' See Exhibit A attached hereto and made a part hereof. Location See Exhibit A ***PLEASE COMPLETE ALL SECTIONS BELOW *** Automated Clearing House ("ACH") Payments (check one box below): ❑ Previous contracts are on ACH, please continue ACH on this Contract. ❑ Do NOT setup this Contract on ACH (this option may be selected unless ACH is required by Lessor) ® Please setup ACH on this Contract (this option to be selected if you would like ACH to apply to this Contract or if Lessor requires ACH.) If Lessor requires ACH, the box will automatically be checked. Billing Address: 951 US Highway 1, North Palm Beach, Palm Beach, FL, 33408-3813 ❑ if billing address is different than above, list the correct billing address: ® Billing Email Address: If Different, Enter Correct Email Address: finance@village-npb.org ❑ For this contract only IN All contracts Equipment Location and Vehicle Titling Location: The Equipment will be located at the Equipment Location(s) stated above or on Exhibit A; provided that if any Equipment is motor vehicles, such vehicles will be titled in the titling office for the Equipment Location stated above or an Exhibit A. ❑ The Equipment will be located at: (If multiple locations, attach a list indicating by item of Equipment the City, State and County where such item will be located) and the vehicles will be titled in: (State) (Cityl (County) (If multiple vehicles titled in multiple states, attach a list indicating by VIN the State, City and County each vehicle will be titled) Tax Status (LEASE TRANSACTIONS ONLY): 1. Sales/Use Tax: (check one) ❑ Subject to Sales and Use Tax. (Tax will be based on the state where the Equipment/Vehicle is located). ❑ Exempt from sales and use tax, for the following reason: ❑ Exemption Certificate Attached ® Valid Exemption Certificate already on file with lessor. ***If you are exempt from sales tax, you MUST provide exemption certificate or you will automatically be charged sales tax*** 2. Heavy Vehicle Use Tax: Some vehicles are liable for Heavy Vehicle Use Tax, filed on Federal Form 2290. Lessor does not file this return. If you determine the vehicle(s) is liable for this tax, you should include it on your own Form 2290. Failure to report a taxable vehicle may prevent you from obtaining licenses or tabs. Personal Property Tax: If the Equipment is located in a state or locality that requires reporting of the Equipment on a personal property tax return, Lessor will report the Equipment on its own return and bill you for taxes due. Acknowledged by: Lessee The Village of North Palm Beach, Florida By: Chuck Huff, Manager L� docusign Certificate Of Completion Envelope Id: E331C04E-4BE4-4F95-9EDO-E8D040312600 Subject: Complete with Docusign: Huntington Bank Lease Docs Source Envelope: Document Pages: 21 Certificate Pages: 5 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 9/4/2025 3:22:28 PM Signer Events Nick Lauver nick.a.lauver@huntington.com Security Level: Email, Account Authentication (none) Using IP Address: 24.149.25.163 Signed using mobile Status: Completed For The Village of North Palm Beach, Florida... Signatures: 23 Initials: 1 Electronic Record and Signature Disclosure: Accepted: 9/4/2025 4:27:14 PM ID: 7805084a-36d8-4d63-aaeb-5ed7844988a5 Company Name: The Huntington National Bank Chuck Huff chuff@village-npb.org Village Manager Security Level: Email, Account Authentication (None), Authentication Holder. Keanu Vorachit keanu.vorachlt@financediv.com Signature Completed DaeuYAg.d py; Signature Adoption: Pre -selected Style Using IP Address: 70.43.176.74 Authentication Details SMS Auth: Transaction: 3c99d208-63db-47b7-a45a-e13e6f24 7da6 Result: passed Vendor ID: TeleSign Type: SMSAuth Performed: 9/8/2025 2:27:01 PM Phone:+1 561-348-0697 Electronic Record and Signature Disclosure: Accepted: 9/8/2025 2:27:10 PM ID: 9f311:38b-1953-4821-b80d-20adb5004c9c Comp ' .. The Huntington National Bank Deborah Searcy d searcy@village-n pb, org Security Level: Email, Account Authentication (None), Authentication Authentication Details Maned Ay 137G6F 1F3CE 164B, Signature Adoption: Pre -selected Style Using tP Address: 2600:1006:b31e:ae54:7861:dfb7:763a:5479 Signed using mobile Envelope Originator: Keanu Vorachit 11100 Wayzata Blvd Ste 700 Minnetonka, MN 55305 keanu.vora chi ttf Inanced iv.com IP Address: 170.128.82.100 Location: DocuSign Timestamp Sent: 9/4/2025 3:42:48 PM Viewed: 9/4/2025 3:53:52 PM Signed: 9/4/2025 3:54:16 PM Sent: 9/4/2025 3:54:18 PM Resent: 9/8/2025 2:22:42 PM Viewed: 9/8/2025 2:27:10 PM Signed: 9/8/2025 2:27:37 PM Sent: 9/4/2025 3:54:19 PM Viewed: 9/6/2025 1:40:26 PM Signed: 9/6/2025 1:40:54 PM Signer Events Signature Timestamp ID Check: T 31039815671265 Result: passed Vendor ID: LexisNexis Type: iAuth Recipient Name Provided by: Recipient .. _ Provided for ID Check: Address Performed: 9/6/2025 1:40:13 PM Electronic Record and Signature Disclosure: Accepted: 9/6/2025 1:40:26 PM ID: 4d06f 149-4b9f-4e4d-a533-2146c73e 1 dc9 Company Name: The Huntington National Bank Jessica Green Igreen@village-npb.org Secunty Level: Email, Account Authentication (None), Authentication Authentication Details ID Check: Transaction: 31039782162945 Result: passed Vendor ID: LexisNexis Type: iAuth Recipient Name Provided by: Recipient Information Provided for ID Check: Address, SSN4, DOB Performed: 9/5/2025 7:28:50 AM Electronic Record and Signature Disclosure: Accepted: 9/5/2025 7:29:13 AM ID: 3daafc5b-285a-44cf-a69d-59116819f 1 bb Company Name: The Huntington National Bank In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Payment Events Question Details: passed vehicle.historical.association.real passed persan.city.real passed property.county.fake passed property.association.singte.real passed person.age.real passed vehicle.association.real Oocu signed by: e�siASa• .�nufi� Signature Adoption: Pre -selected Style Using IP Address: 70,43.176.74 Question Details: passed person.state.real passed property.street.in.city.real passed corporate.association.real passed property,association.single.real passed person.city.real passed vehicle.association.real Signature Status Status Status Status Status Signature Signature Status Hashed/Encrypted Secunty Checked Security Checked Security Checked Status Electronic Record and Signature Disclosure Sent: 9/4/2025 3:54:19 PM Viewed: 9/5/2025 7:29:13 AM Signed: 9/5/2025 7:31:26 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamps 9/4/2025 3:42.48 PM 9/5/2025 7:29:13 AM 9/5/2025 7:31:26 AM 9/8/2025 2:27:37 PM Timestamps Electronic Record and Signature Disclosure created on: 3/24/2022 1:56:28 PM Parties agreed to: Nick Lauver, Chuck Ruff, Deborah Searcy, Jessica Green ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, The Huntington National Bank (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.0O per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. AU notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations. acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact The Huntington National Bank: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows; To contact us by email send messages to: customerservicetfinancediv,com To advise The Huntington National Bank of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at customerservice@financediv.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from The Huntington National Bank To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to customerservice@fiinancediv.com and in the body of such request you must state your email address, full name. mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with The Huntington National Bank To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to customerservice@financediv.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a Ionger time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: littns:/lsupiort.docusiait.comlp,uides/sinner-auide- si eni na-sY stem -requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically. which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to `I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system. By selecting the check -box next to `I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify The Huntington National Bank as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements. and other documents that are required to be provided or made available to you by The Huntington National Bank during the course of your relationship with The Huntington National Bank. iN�i Huntington DELIVERY AND ACCEPTANCE CERTIFICATE The "Lease": Equipment Schedule Number 20000035248 Dated July 14, 2025 to Master Lease Number 843032E Dated June 4, 2021 "Lessee" The Village of North Paim Beach, Florida, 951 US Highway 1, North Palm Beach, Palm Beach, FL, 33408-3813 "Lessor" The Huntington National Bank, 11100 Wayzata Blvd Ste 700, Minnetonka, Hennepin, MN, 55305-5517 This Certificate relates to the Equipment the "Equipment") that is described in the Lease. Pursuant to the Lease, Lessee acknowledges that Lessor has acquired the Equipment in connection with the Lease and Lessee has either received a copy of the purchase agreement with the vendor of the Equipment on or before signing the Lease or has approved such purchase. Lessee hereby represents, warrants and certifies that (ij all of the Equipment has been delivered to Lessee at the Equipment Location set forth in the Lease and has been installed, rested and inspected by Lessee or duly authorized representatives of Lessee, {ii) the Equipment Description set forth in the Lease is complete and correct, {iiij the Equipment is exactly what Lessee ordered, is in good working order, is satisfactory in all respects and has been accepted by Lessee under the Lease as of the Acceptance Date set forth below, and (iv) there has been no adverse change in the business or financial condition of Lessee or any guarantor of the Lease since the day the most recent financial statement of Lessee or any guarantor was submitted to Lessor. If Lessee has made a deposit to the Equipment vendorts), by signing this Certificate, Lessee hereby transfers all of Lessee's right, title and interest in and to the Equipment to Lessor, except to the extent set forth in the Lease, whether or not the Lessee has been reimbursed for the deposit(s). IMPORTANT: LESSEE SHOULD SIGN THIS CERTIFICATE ONLY AFTER LESSEE HAS RECEIVED AND 15 COMPLETELY SATISFIED WITH THE EQUIPMENT. BY SIGNING THIS CERTIFICATE, LESSEE (1) IS IRREVOCABLY ACCEPTING THE EQUIPMENT, (2) BECOMES ABSOLUTELY AND IRREVOCABLY OBLIGATED TO LESSOR UNDER THE LEASE, AND {3) MAY NOT THEREAFTER REJECT THE EQUIPMENT, CANCEL OR TERMINATE THE LEASE OR DENY ANY STATEMENT MADE IN THIS CERTIFICATE, FOR ANY REASON WHATSOEVER. Acceptance Date: Lessee The Village of North Palm Beach, Florida By: Chuck Huff, Manager Docusign Envelope ID. A6865E5E-19AD-43F5-8631-43807C1F229B TORCIVIA, DONLON, GODDEAU & RUBIN, P.A. 701 Northpoinl Parkway, Suite 209 West Palm Beach, Florida 33407-1950 561-686-8700 Telephone 1561-686-8764 Facsimile www.torcivialaw_com Glen J. To[Livia Lara Donlon Christy L. Goddcau' Lenard G. Rubin* 'FLORIDA BAR BOARD CERTIFIED CITY COUNTY AND LOCAL GOVERNMENT ATTORNEY July 14, 2025 Jennifer H.R. Hunecke Elizabeth V. LenihanP Ruth A. Holmes Tanya M. Earley Amelia la duo Daniel I [arrcll, Of Counsel Lessee: Village of North Palm Beach 501 U.S. Highway One (Golf Course Address: 951 U.S. Highway One) North Palm Beach, FL 33408-3813 Lessor. The I-luntington National Bank 11100 Wayzata Boulevard, Suite 700 Minnetonka, MN 55305-5517 Re: Contract 20000035248, dated as of July 14, 2025, by and between the Village of North Palm Beach and Lessor Ladies and Gentlemen: 1 have acted as counsel to Lessee with respect to the contract described above (the "Lease") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease and exhibit thereto. Based upon the examination of these and such other documents as I deem relevant, it is my opinion that: 1. Lessee municipal corporation and political subdivision of the State of Florida (the "State") duly organized, existing and operating under the Constitution and laws of the State. The full, true and correct legal name of Lessee is "The Village of North Palrn Beach, Florida." 2. The Uniform Commercial Code, as adopted in the State (the "UGC"), and no other statute of the State, governs the creation, perfection, priority or enforcement of a security interest created by Lessee. 3, Lessee is authorized and has power under State law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. Docusign Envelope ID: A6865E5E-19AD-43F5-8631-438D7C1 F229B 4. The Lease and the other documents described above have been duly authorized, approved, executed and delivered by and on behalf of Lessee, and the Lease is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited State anal Federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application to or affecting the enforcement of creditors' rights. 5. The authorization, approval and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable State and Federal laws. 6. The execution of the Lease and the appropriation of moneys to pay the payments coming due under the Lease do not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. 7. There is no litigation, action, suit, or proceeding pending or before any court, administrative agency, arbitrator or governmental body, that challenges the organization or existence of Lessee; the authority of the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of the Lease and other documents described above; the appropriation of monies to make Rental Payments under the Lease for the current fiscal year, or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. This opinion of counsel may be relied upon by Lessor and its successors or assigns. Very truly yours, • Leonard G. Rubin Village Attorney Torcivia, Donlon, Goddeau & Rubin, P.A., 70i Northpoint Parkway, Suite 209, West Palm Beach, Florida 33407 (561) 686.8700 - (561) 686-8764 (facsimile) DaceSign Envelope IC: E331CU4E-4BE4-4F95-9EDO-E8D040312600 le Huntington ORIGINAL EQUIPMENT SCHEDULE (Fair Market Value Purchase Option) The "Lease": Equipment Schedule Number 20000035274 Dated July 14, 2025 to Master tease Number 843032L Dated lune 4, 2021 "Lessee" The Village of North Palm Reach, Florida, 951 U5 Highway 1, North Palm Beach, Patm Beach, FL, 33408-3813 Contact: Phone: "Lessor" The Huntington National Bank,11100 Wayzata Blvd Ste 700, Minnetonka, Hennepin, MN, 55305-5517 This Equipment Schedule (this "Schedule") is entered into pursuant to and incorporates the terms of the Master Lease (except as expressly modified by this Schedule) identified above between Lessor and Lessee (the "Master Lease" and, together with this Schedule, this "Lease"). All capitalized terms not otherwise defined in this Schedule have the meanings assigned in the Master Lease. Upon execution and delivery of this Schedule by Lessor and Lessee, and Lessee's acceptance of the Equipment described below, Lessor leases to Lessee and Lessee leases from Lessor the Equipment on the terms and conditions of this Lease, SUMMARY OF TERM AND RENTAL PAYMENTS: Commencement Initial Term Rent Payment Each Rent Payment Advance Rent Payment(s) Interim Rent Security Deposit Date 36 Months Period $1,304.30 $0.00 Daily Factor lb"J'Gb MONTHLY plus applicable taxes' N/A N/A For Installmentlsl $0.00 1The Rent Payment does not include "up -front" sales ar use taxes that may be imposed and due at the inception of the Lease. See Section 6 below. EQUIPMENT, PERSONAL PROPERTY, SERVICES AND/OR SOFTWARE (The "Equipment"): Description (including features) Location ISee ExhibitA attached hereto and made a part hereof. See Exhibit A Each Rent Payment shall be payable in arrears commencing on the date that is one Rent Payment Period after the Commencement Date and on the same day of each subsequent Rent Payment Period for the initial Term and any renewal term. The following additional provisions apply to the Equipment and this Lease only: 1. 5o long as this Lease has not been canceled or terminated early and no Event of Default exists, upon expiration of the initial Term ("Lease End"), tessee may purchase all, but not less than all, of the Equipment for the Fair Market Value of the Equipment, plus all sales and use taxes arising on the sale of the Equipment. For purposes of this Lease, "Fair Market Value" of the Equipment at any time means the estimated amount that a willing buyer and a willing seller would pay for the Equipment on an installed basis, as mutually determined by Lessor and Lessee. If Lessor and Lessee are unable to mutually determine the Fair Market Value, at Lessee's request and expense, Lessor shall select and hire a third -party certified appraiser to determine the Fair Market Value, and such appraiser's determination shall be binding on the Lessor and Lessee. To exercise the foregoing purchase option, Lessee must give written notice thereof to Lessor at least 90 days and no more than 120 days prior to Lease End. If Lessee fails to give such notice, or if the parties cannot agree on the Fair Market Value of the Equipment by 45 days before Lease End, then the purchase option shall lapse. If the purchase option lapses, then at least 30 days before Lease End or the end of any renewal term, Lessee must give Lessor notice of its intent to return the Equipment and request return location instructions. If Lessee fails to give such notice, or gives notice but fails to return the Equipment in accordance with Section 5 of the Master Lease, this Lease will automatically renew, at the same rental and other terms set forth in this Lease, for additional successive noncancelable one -month terms after the Initial Term until timely written notice of return and proper return of the Equipment is made. 2. If Lessee gives timely notice of election to purchase the Equipment as provided in paragraph 1 and falls to timely pay the purchase price, then Lessor may, In its sole discretion, by written notice to Lessee (a) treat the Equipment as purchased and enforce payment of the purchase price, (b) declare a failure to meet the purchase conditions whereupon Lessee's interest in the Lease and Equipment shall automatically be canceled and Lessee shall return the Equipment in accordance with Section 5 of the Master Lease, ar (e) treat the Lease as automatically renewed, at the same rental and other terms set forth in this Lease, for additional successive noncancelable one - month terms after the Initial Term until timely written notice of return and proper return of the Equipment is made. 3. Upon Lessee's exercise of the purchase option and Lessor's receipt of the purchase price plus applicable sales and use tax and any rent or other amount owing under this Lease, the Equipment will be deemed transferred to Lessee at its then location and, on Lessee's request at such time, Lessor will deliver to Lessee a bill of sale for the Equipment, "WHERE 15, AS 15" WITHOUT ANY WARRANTY AS TO TITLE OR WITH RESPECT TO THE EQUIPMENT, EXPRESS OR IMPLIED. 4. If Lessor suffers aTax Loss because, for federal or state income tax purposes, for any reason, this Lease is not a true lease or Lessor otherwise is not entitled to depreciate the Equipment in the manner Lessor anticipated whenentering into this Lease, then Lessee shall pay Lessor, as additional rent hereunder, a lump -sum amount which, after payment of all federal, state, and local income taxes on the receipt of such amount, and using the same assumptions as to tax benefits and other matters Lessor used in originally evaluating and pricing this Lease, will in Lessor's reasonable opinion maintain Lessor's net after-tax rate of return with respect to this Lease at the same level it would have been had such Tax Loss not occurred. Lessor will notify Lessee of any claim that may give rise to indemnity hereunder and will make a reasonable effort to contest any such claim at the administrative level of the applicable taxing authority. Lessor shall control all aspects of any settlement and contest, and Lessee agrees to pay the legal fees and other out-of-pocket expenses thereof even if Lessor's defense is successful. Notwithstanding the foregoing, Lessee will not be obligated to indemnify Lessor for any Tax Loss caused solely by (a) a casualty Loss to the Equipment if Lessee pays the amount required under Section 8 of the Master Lease, (b) Lessor's sale of the Equipment other than on account of an Event of Default, (c) failure of Lessor to have sufficient income to utilize its anticipated tax benefits or to timely claim such tax benefits, and (d) tax law changes, including rates, effective after the Lease begins. Lessee's Indemnity obligations hereunder shall survive cancelation and termination of this Lease. For purposes of this paragraph, the term "Tax Loss", means Lessor's loss of, or loss of the right to claim, or recapture of, all or any part of the federal or state income tax benefits Lessor anticipated as a result of entering into this Lease and owning the Equipment; and theterm "Lessor" shalt Include any member of an affiliated group of which Lessor is (or may become) a member if consolidated tax returns are filed for such affiliated group for federal income tax purposes. 5. This Schedule may, in Lessors sole discretion, be delivered and/or reproduced by facsimile, optical scanning or other electronic means re -copy") and such e-copy or a printed version thereof shall be enforceable as an original and admissible as such in any court or other proceeding, provided that there shall be only one original of this Schedule and it shall bear the original ink orelectronic signature of Lessor and be marked "Original." Each party's electronic signature on this Schedule shall be unconditionally valid and legally enforceable, and each party agrees not to contest the validity or enforceability of any electronic signature (or the authority of the electronic signer to sign). To the extent that this Schedule constitutes chattel paper (as that term is defined by the Uniform Commercial Code), a secunty or ownership interest intended to be created through the transfer and possession of this Schedule can be done only by the transfer of the "Original" bearing the original ink or electronic signature of Lessor; provided that, if the "Paper Out" process shall have occurred, or if there shall simultaneously exist both the "Paper Out" printed version and an electronic version of this lease, then the "Paper Out" printed version of such document bearing the legend "Original" applied by Lessor shall constitute the sole chattel paper original and authoritative version. 6. Lessee acknowledges that the Rent Payment does not include any "up -front" sates or use taxes (due at Lease inception) that Lessee elects to finance in conjunction with other financing under this Lease ("Financed Taxes"). If applicable, Lessor will adjust the Rent Payment amount to include the Financed Taxes (inclusive of any applicable fees), and such adjustment will be calculated by amortizing the financed Taxes over the term of the Lease using the same yield used for calculation of Rent Payments (or as reasonably determined by lessor). Gott SthFMV_Muni oar 01.22-25 Page 1 of 2 Oocusign Envelope ID: E331 C04E-4BE4-4F95-9EDO-ESD0403f 2600 lance with this Lease, and any reterence to taxes, Kent Nayment, aria payment obngations under the Lease shall include Financed Taxes unless otherwise specified. �yn Lessor The Huntington National Bank By: I ( ilA Title: u«wiipn.ayc Lessee The Village of North Palm Beach, Honda By: Chuck Huff, Manager ORIGINAL 17ocusign Envelope ID: E331C04E-46E4-4F95-9EDO-E8D040312600 RESOLUTION LEASE NO. 20000035274 DATED AS OF July 14, 2025 A resolution authorizing the negotiation, execution, and delivery of Lease No. 20000035274 dated July 14, 2D25 (the "Lease"), between The Village of North Palm Beach, Florida, 951 US Highway 1, North Palm Beach, Palm Beach, FL, 33408-3813 and The Huntington National Bank, 11100 Wayzata Blvd Ste 700, Minnetonka, Hennepin, MN, 55305-5517; and prescribing other details in connection therewith. WHEREAS, The Village of North Palm Beach, Florida, (the "Lessee") is a political subdivision duly organized and existing pursuant to the Constitution and laws of the State of FL; and WHEREAS, Lessee is duly authorized by applicable taw to acquire such Items of personal property as are needed to carry out its governmental functions and to acquire such personal property by entering into lease -purchase agreements; and WHEREAS, Lessee hereby finds and determines that the execution of a tease for the purpose of leasing with the option to purchase the property designated and set forth in the Lease is appropriate and necessary to the function and operations of the Lessee; and WHEREAS, The Huntington National Bank, (the "Lessor') shall act as Lessor under said Lease; and WHEREAS, the Lease shall not constitute a general obligation indebtedness of the Lessee within the meaning of the Constitution and laws of the State; NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF The Village of North palm Beach, Florida: Section 1. The Lease, in substantially the form as presently before the governing body of the Lessee , is hereby approved, and the Manager of the Lessee, is hereby authorized to negotiate, enter into, execute, and deliver the Lease and related documents in substantially the form as presently before the governing body of the Lessee, with such changes therein as shall be approved by such officer, and which Lease will be available for public inspection at the offices of Lessee. Section 2. The Lessee shall, and the officers, agents and employees of the Lessee are hereby authorized and directed to take such further action and execute such other documents, certificates and instruments as may be necessary or desirable to tarry out and comply with the intent of this Resolution, and to carry out, comply with and perform the duties of the Lessee with respect to the Lease. Section 3. The Lessee's obligations under the Lease shall be expressly subject to annual appropriation by Lessee; and such obligations under the Lease shall not constitute a general obligation of Lessee or indebtedness of Lessee within the meaning of the Constitution and laws of the State of FL. Section 4. All other related contracts and agreements necessary and incidental to the Lease are hereby authorized, ratified and approved. Section 5. This resolution shall take effect immediately upon its adoption and approval. CERTIFIED AS TRUE AND CORRECT this 22th day of August 20 25 oac.1Skose L9 oantr.Mn61c120 . Signature of Clerk. Secretary or Assistant Secretary Jessica Green Printed Name of Clerk_ Secretary or Assistant Secretary Docusign Envelope ID: E331C04E-4BE4-4F95.9EDO-E8D040312600 Huntington CERTIFICATE OF INCUMBENCY LEASE NO. 20000035274 DATED AS OF July 14, 2025 Jessica Green , do hereby certify that I am the duly elected or appointed and acting Clerk/Secretary of The Village of North Palm Beach, Florida the "Lessee"), a political subdivision duly organized and existing under the laws of the State of FL, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. NAME TITLE Deborah Searcy Mayor Chuck Huff Village Manager SIGNATURE �eytrep- r--u�wv^+e et: IN WITNESS WHEREOF, I have duly executed this certificate this 27th day of August DeculWieglW Signed: Title: Village Clerk . 20 25 NOTE: The Clerk or Secretary of the Lessee should sign unless that person is also the signor of the documents in which case the President or some other Officer of the Lessee should execute this document. F zee 1 vF 2 uocusign Envelope IU: E331 L'u4E-4BE4-4F95-9EU0-E8LX140312600 Huntington "Contract": Lease Number 20000035274 dated July 14, 2025 "Lessee" The Village of North Palm Beach, Florida, 951 US Highway 1, North Palm Beach, Palm Beach, FL, 33408-3813 "Lessor" The Huntington National Bank, 11100 Wayzata Blvd Ste 700, Minnetonka, Hennepin, MN, 55305-5517 EXHIBIT A This Exhibit A is attached to and made a part of the Contract referenced above, between the above -referenced Lessor and the above - referenced Lessee. All capitalized terms not otherwise defined in this Exhibit A shall have the meanings assigned in the Contract. Description and Location of Equipment, Personal Property, Services, andjor Software (the "Collateral") that is being financed pursuant to the Contract: Quantity Description (including features) Location 1 (1) 2026 Cushman Hauler 800X Gas 501 US Highway 1, North Palm Beach, Palm Beach, FL, 33408-4901 1 (1) 2026 E-2-GO Shuttle 6 ELiTE 501 US Highway 1, North Palm Beach, Palm Beach, FL, 33408-4901 1 (1) 2026 Cushman Hauler Pro ELiTE Refresher Oasis 501 US Highway 1, North Palm Beach, Palm Beach, FL, 33408-4901 Lessor Lessee The Huntington National Bank The Village of North Palm Beach, Florida By: d,rMr(\th, Of't11 By: 5:74 Title:14k. tx(vAtt Chuck Huff, Manager ORIGINAL FxhibitA ver 06.09.2014 Page I of 1 Docusign Envelope ID: E331 C04E-4BE4-4F95-9ED0-EBD040312600 It Huntington DELIVERY AND ACCEPTANCE CERTIFICATE The "lease": Equipment Schedule Number 20000035274 Dated July 14, 2025 to Master lease Number 8430321 Dated June 4, 2021 "Lessee" The Village of North Palm Beach, Florida, 951 U5 Highway 1, North Palm Beach, Palm Beach, Ft, 33408-31313 "Lessor" The Huntington National Bank, 11100 Wayzata Blvd Ste 700, Minnetonka, Hennepin, MN, 55305-5517 This Certificate relates to the Equipment (the "Equipment") that is described in the Lease. Pursuant to the Lease, Lessee acknowledges that Lessor has acquired the Equipment in connection with the Lease and Lessee has either received a copy of the purchase agreement with the vendor of the Equipment on or before signing the Lease or has approved such purchase. Lessee hereby represents, warrants and certifies that (I) all of the Equipment has been delivered to Lessee at the Equipment Location set forth in the Lease and has been installed, tested and inspected by Lessee or duly authorized representatives of Lessee, Cii) the Equipment Description set forth in the Lease is complete and correct, ON the Equipment is exactly what Lessee ordered, is in good working order, Is satisfactory in all respects and has been accepted by Lessee under the Lease as of the Acceptance Date set forth below, and (iv} there has been no adverse change in the business or financial condition of Lessee or any guarantor of the Lease since the day the most recent financial statement of Lessee or any guarantor was submitted to Lessor. If Lessee has made a deposit to the Equipment vendor(s), by signing this Certificate, Lessee hereby transfers all of Lessee's right, title and interest in and to the Equipment to Lessor, except to the extent set forth in the Lease, whether or not the Lessee has been reimbursed for the deposit(s). IMPORTANT: LESSEE SHOULD SIGN THIS CERTIFICATE ONLY AFTER LESSEE HAS RECEIVED AND 15 COMPLETELY SATISFIED WITH THE EQUIPMENT. BY SIGNING THIS CERTIFICATE, LESSEE (1) IS IRREVOCABLY ACCEPTING THE EQUIPMENT, (2) BECOMES ABSOLUTELY AND IRREVOCABLY OBLIGATED TO LESSOR UNDER THE LEASE, AND (3) MAY NOT THEREAFTER REJECT THE EQUIPMENT, CANCEL OR TERMINATE THE LEASE OR DENY ANY STATEMENT MADE IN THIS CERTIFICATE, FOR ANY REASON WHATSOEVER. Acceptance Date: 8/27/2025 Lessee The Village of North Palm Beach, Florida By: r''Gxue+'Pwe W. ll::1 Chuck Huff, Manager Dacusign Envelope 1D: E331 C04E-0BE4-4F95-9EDO-E8D040312600 all Huntington ADDITIONAL INFORMATION REGARDING YOUR ACCOUNT AND THE EQUIPMENT The "Contract": Lease Number 20000035274 dated July 14, 2025 "Lessee" The Village of North Palm Beach, Florida, 951 US Highway 1, North Palm Beach, Palm Beach, FL, 33408-3813 "Lessor" The Huntington National Banks 11100 Wayzata Blvd Ste 700, Minnetonka, Hennepin, MN, 55305-5517 Equipment Description and Location: Description {including features) Location See Exhibit A attached hereto and made a part hereof. See Exhibit A "*PLEASE COMPLETE ALL SECTIONS BELOW "r* Automated Clearing House ("ACH"j Payments (check one box below): ❑ Previous contracts are an ACH, please continue ACH on this Contract. ❑ Do NOT setup this Contract on ACH (this option may he selected unless ACH is required by Lessor) ® Please setup ACH on this Contract (this option to be selected if you would like ACH to apply to this Contractor if Lessor requires ACH.) If Lessor requires ACH, the box will automatically be checked. Billing Address: 951 US Highway 1, North Palm Beach, Palm Beach, FL, 33408-3813 ❑ if billing address is different than above, list the correct billing address: ® Billing Email Address: If Different, Enter Correct Email Address: finance@village-npb.org ❑ For this contract only X All contracts Equipment Location and Vehicle Titling Location: The Equipment will be located at the Equipment Location(s) stated above or on Exhibit A; provided that if any Equipment is motor vehicles, such vehicles will be titled in the titling office for the Equipment Location stated above or on Exhibit A. ❑ The Equipment will be located at: Of multiple locations, attach a list indicating by item of Equipment the City, State and County where such item will be located) and the vehicles will be titled in: (state) (City) (County) (If multiple vehicles titled in multiple states, attach a list indicating by VIN the State, City and County each vehicle will be titled) Tax Status (LEASE TRANSACTIONS ONLY): 1. Sales/Use Tax: (check one) ❑ Subject to Sales and Use Tax. (Tax will be based on the state where the Equipment/Vehicle is located). ❑ Exempt from sales and use tax, for the following reason: ❑ Exemption Certificate Attached • Valid Exemption Certificate already on file with Lessor. ***If you are exempt from sales tax, you MUST provide exemption certificate or you will automatically be charged sales tax" 2. Heavy Vehicle Use Tax: Some vehicles are liable for Heavy Vehicle Use Tax, filed on Federal Form 2290. Lessor does not file this return. If you determine the vehicle(s) is liable for this tax, you should include it on your awn Form 2290. Failure to report a taxable vehicle may prevent you from obtaining licenses or tabs. Personal Property Tax: If the Equipment is located in a state or locality that requires reporting of the Equipment on a personal property tax return, Lessor will report the Equipment on its own return and bill you for taxes due. Acknowledged by: Lessee The Village of North Palm Beach, Florida By: ' Chuck Huff, Manager 0 docusign Certificate Of Completion Envelope Id: E331C04E-40E4-4F95-9ED0-E8D040312600 Subject Complete with Docusign: Huntington Bank Lease Docs Source Envelope: Document Pages: 21 Certificate Pages: 5 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 9/4/2025 3:22:28 PM Signer Events Nick Lauver nick.a.lauver@huntington.com Security Level: Email, Account Authentication (None) Using IP Address: 24.149.25.163 a._ :... mobile Status: Completed For The Village of North Palm Beach, Florida... Signatures: 23 Initials: 1 Electronic Record and Signature Disclosure: Accepted: 9/4/2025 4:27:14 PM ID: 7805084a-36d8-4d63-aaeb-5ed7844988a5 Company Name: The Huntington National Bank Chuck Huff chuff@village-npb.org Village Manager Security Level: Email, Account Authentication (None), Autl : Holder: Keanu Vorachit kea n u .vora ch itO fi na n ced iv . com Signature Completed 11xuSigned by: Lo {I', Signature Adoption: Pre -selected Style Using IP Address: 70.43.176.74 Authentication Details SMS Auth: Transaction: 3c99d208-63db-4 7b7-a45a-e13e6f24 7da6 Result: passed Vendor ID: TeleSign Type: SMSAuth Performed: 9/8/2025 2:27:01 PM Phone: +1 561-348-0697 Electronic Record and Signature Disclosure: Accepted: 9/8/2025 2:27:10 PM ID: 9131b38b-1953-4821-b80d-20adb5004c9c Company Name: The Huntington National Bank Deborah Searcy dsearcy[n7village-npb.org Security Level: Email, Account Authentication (None), Authentication Authentication Details rSigned by: Atiy0t4db Signature Adoption: Pre -selected Style Using IP Address: 2600:1006:b31 e_ae54:7861: dfb7:763a:5479 Signed using mobile Envelope Originator. Keanu Vorachit 11100 Wayzata Blvd Ste 700 Minnetonka, MN 55305 keanu.vorachit@financediv.com IP Address: 170.128.82.100 Location: DocuSign Timestamp Sent: 9/4/2025 3:42:48 PM Viewed: 9/4/2025 3:53:52 PM Signed: 9/4/2025 3:54:16 PM Sent: 9/4/2025 3:54:18 PM Resent: 9/8/2025 2:22:42 PM Viewed: 9/8/2025 2:27.10 PM Signed' 9/8/2025 2:27:37 PM Sent: 9/4/2025 3:54:19 PM Viewed: 9/6/2025 1:40:26 PM Signed: 9/6/2025 1:40:54 PM Signer Events Signature Timestamp ID Check: Transaction: 31039815671265 Result: passed Vendor ID: LexisNexis Type: iAuth Recipient Name Provided by: Recipient Information Provided for ID Check: Address Performed: 9/6/2025 1:40:13 PM Electronic Record and Signature Disclosure: Accepted: 9/6/2025 1:40:26 PM ID:4d06f149-4b9f-4e4d-a533-2146c73e1dc9 Company Name: The Huntington National Bank Jessica Green jgreen@village-npb.org Security Level: Email, Account Authentication (None), Authentication Authentication Details ID Check: Transaction: 31039782162945 Result: passed Vendor ID: LexisNexis Type:iAuth Recipient Name Provided by: Recipient Information Provided for ID Check: Address, SSN4, DOB Performed: 9/5/2025 7:28:50 AM Electronic Record and Signature Disclosure: Accepted: 9/5/2025 7:29:13 AM ID:3daafc5b-285a-44cf-a69d-591168f9f1bb Company Name: The Huntington National Bank In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Payment Events Question Details: passed passed passed passed passed passed vehicle. historical.association.real person.city.real property.county.fake property.association.single.real person.ageseal vehicle.association.real Dec u&pied .y= • • o . Aurti . If420 Signature Adoption. Pre -selected Style Using IP Address: 70.43.176.74 Question Details: passed person.state.real passed property.street.in.city.real passed corporate.association.real passed property.association single.real passed person.city.real passed vehicle.association.real Signature Status Status Status Status Status Signature Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Status Electronic Record and Signature Disclosure Sent: 9/4/2025 3:54:19 PM Viewed: 9/5/2025 7:29:13 AM Signed: 9/5/2025 7:31:26 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamps 9/4/2025 3:42:48 PM 9/5/2025 7:29:13 AM 9/5/2025 7.31:26 AM 9/8/2025 2:27:37 PM Timestamps .lectronic record and signature Disclosure created on: 3/24/2022 1:56:28 PM Parties agreed to: Nick Lauver, Chuck Huff, Deborah Searcy, Jessica Green ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, The Huntington National Bank (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you. you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will he sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations. acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact The Huntington National Bank: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: customerservice@financediv.com To advise The Huntington National Bank of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at customerservice@financediv.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. 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To withdraw your consent with The Huntington National Bank To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to customerservice(@financediv.cam and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: httns://sunuort.docusian.com/euidesisiener-Ruide- si eni ne-systenr-req ui rernents. 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Docusign Envelope ID A6865E5E-19AD-43F5-8631-438D7C1 F2298 TORUIVIA, DONLON, GODDEAU & RUBIN, P.A. 701 Northpoint Parkway, Suite 209 West Palm Beach, Florida 33407-1950 56 I-686-8700 Telephone 1561-686-8764 Facsimile www.torcivialaw,cam Glen J. TUrtivin Lars Donlon Christy L.. ( oddeau • 1i'orsur1 G. Rubin" 'FLORIDA 13rllt BOARD CERTIFIED Cfll' CUUNIYANI) LOCAL OUVERNMENT ATTORNEY July 14, 2025 Jennifer II,R. lluneeke Elizabeth V. LenlIrau Ruth A. Holmes Tanya M. Earley Amelia Jadoo Daniel Harrell, Of Counsel Lessee: Village of North Palm Beach 501 U.S, Highway One (Golf Course Address: 951 U.S. Highway One) North Palm Beach, FL 33408-3813 Lessor- The Huntington National Bank 11100 Wayzata Boulevard, Suite 700 Minnetonka, MN 55305-5517 Re: Contract 20000035274, dated as of July 14, 2025, by and between the Village of North Palm Beath and Lessor Ladies and Gentlemen: I have acted as counsel to Lessee with respect to the contract described above (the "Lease") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease and exhibit thereto. Based upon the examination of these and such other documents as I deem relevant, it is my opinion that: I . Lessee municipal corporation and political subdivision of the State of Florida (the "State") duly organized, existing and operating under the Constitution and laws of the State. The full, true and correct legal name of Lessee is "The Village of North Palm Beach, Florida." 2. The Uniform Commercial Code, as adopted in the State (the "UCCC"), and no other statute of the State, governs the creation, perfection, priority or enforcement of a security interest created by Lessee. 3. Lessee is authorized and has power under State law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. Docusign Envelope ID. A6865E5E-19AD-43F5-8631-438D7C1F229i3 4. The Lease and the other documents described above have been duly authorized, approved, executed and delivered by and on behalf of Lessee, and the Lease is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited State and Federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application to or affecting the enforcement of creditors' rights. 5. The authorization, approval and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable State and Federal laws. 6. The execution of the Lease and the appropriation of moneys to pay the payments coming due under the Lease do not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. 7. There is no litigation, action, suit, or proceeding pending or before any court, administrative agency, arbitrator or governmental body, that challenges the organization or existence of Lessee; the authority of the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of the Lease and other documents described above; the appropriation of monies to make Rental Payments under the Lease for the current fiscal year, or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. This opinion of counsel may be relied upon by Lessor and its successors or assigns. Very truly yours, Leonard G. Rubin Village Attorney Torcivia, Donlan, Goddeau & Rubin, P.A., 701 Northpaint Parkway, Suite 209, West Palm Beach, Florida 33407 (S61) 686-B700 - (561) 686-B764 (facsimile)