RESOLUTION 2024-R-79  Authorizes the purchase of two 2024 Ford Explorers from Stivers Ford and one Chevrolet Colorado from Donohoo Chevrolet, LLC and thej financing of said purchase through Republic First National Corporation WHEREAS, the City Council has determined that a true and very real need exists for the acquisition of two (2) 2024 Ford Explorers and one (1) Chevrolet Colorado for use by the Irondale THEREFORE, BE IT RESOLVED by the City Council of the City of Irondale, Alabama, in regular meeting duly assembled, a quorum being present that Mayor James D. Stewart, Jr., or his designee, is hereby authorized to purchase two (2) 2024 Ford Explorers from Stivers Ford and one (1) Chevrolet Colorado from Donohoo Chevrolet, LLC for the Irondale Police Department. Mayor Stewart and any other necessary City officials are authorized to execute any documents necessary for the BE IT FURTHER RESOLVED that the City Council authorizes Mayor James D. Stewart, Jr., or his designee, to enter into a four (4) year lease-purchase agreement with Republic First National Corporation to finance the purchase of two (2) Ford Explorers and one (1) Chevrolet Colorado in the total amount of$116,750 with four (4) payments of $32,802.121 to start in September 2024 as shown on  Police Department.  consummation of the transaction.  Exhibit 1.  ADOPTED & APPROVED: This 7th day of  David  APPROVED:    ATTESTED:  FES  City Clerk  @u-    CERTIFICATION  1,Leigh Allison, the City Clerk of the City of Irondale, Alabama, hereby certify that the above to be at true and correct copy ofa a resolution adopted by the City Council of the City of Irondale at its regular meeting held on the 7th day of May, 2024, as the same appears in the minutes of record of said  meeting.  Oe LelhAlison,City Clerk    Exhibit1    2525 West State Road 114 Rochester, IN 46975 (800)700-7878 Fax: (800)865-8517 paictnatomatcon  FIRST NATIONAL REPUBLIC  May 1, 2024 To: From: Customer: Equipment: Unit Cost: Down Payment: Net Financed: Frequency of Payments: Term in' Years: Payments: Factor: APR: Delivery Date: First Payment Due:  Jason Wiggins Angie Deming City of Irondale  Thanks for the opportunity to give you a quote on your latest project!  Two (2) New Explorers & One (1) New Colorado  $116,750.00 $0.00 $116,750.00 Annual 4 $32,802.12 0.28096 6.39% Tol be determined September, 2024  5 $27,052.11 0.23171 6.43%  Toc qualify for the quoted rates, audited financial statements required. and proper execution of mutually acceptable documentation.  Thisi is ap proposal only andr not a commitment to finance. This proposal is subject to credit review and approval This transaction must be designated as tax-exempt under Section 103 of the Internal Revenue Code of 1986 as Lessee's total amount oft tax exempt debt tol be issued int this calendar year will note exceed the $10,000,000 limit. Payments and rates reflect pre-application of escrow earnings and manufacturer discounts, lifany.  amended. Sincerely,  Republic First National Corporation  Angie Deming angle@inonline.com  "Our Experts, Your Needs, Financing Done Right"    2525 West State Road 114 Rochester, IN 46975 Phone: (800)700-7878 Fax: (800)865-8517 www.republichirstnational.com  REPUBLIC FIRST NATIONAL  May 16, 2024 Jason Wiggins City ofl Irondale 101 South 20th Street Irondale, AL 35210  RE: Financing for Two (2) 2024 Ford Utility Vehicles & One (1) Chevrolet Colorado  Dear, Jason:  The documents for financing of the equipment listed above are enclosed. ADocumentation Checklist has been included to guide you through the process of executing the contract. Please use this checklist to ensure the contract is completed accurately and completely so we may expedite funding your lease when we receive the returned original contract. Please print the documents single sided only. No double-sided documentation  willl be accepted.  Listed below are the documents we will need to fund this transaction:  Exhibits to Lease Agreement Insurance Coverage Requirements Government Certificate of Exemption Invoice Instructions Notice and Acknowledgment. of Assignment Payment Request Form  Upon receipt of alll listed documents; delivery of the equipment and your approval of the equipment invoice; we will remit payment to the vendor. This transaction is subject to acceptance oft the documentation and final review and approval by the Senior Credit Committee of Republic First National, its nominees or assigns. The interest lfyouh have any questions, please feel free to contact me at (800) 700-7878. On behalf of everyone at Republic  rate quoted is valid through May 30, 2024. First! National, thank youi for your business!  Sincerely. Britney Middleton Doc Processor  "When results matter"    DOCUMENTATION CHECKLIST  Thei instructions on this checklist should be followed to properly execute the attached documentation. Incomplete or improperly completed documents may delay funding. Ifyou! have any questions regarding the instructions  please contact our office immediately for assistance at (800)700-7878.  All original documentation must be returned to Republic First National prior to funding. --Witness signature and printed title should be member of governing committee as signed on  Exhibit A---Schedule of Equipment 03 --Sign under 'Lessee' and print title and current date Lease Purchase Agreement (area highlighted in green) Attachment 1-Equipment Description Attachment 2- Payment Schedule --Sign under' 'Lessee' and print title and current date Exhibit B--Municipal Certificate current date  --The Clerk or Secretary of the municipality should complete the section regarding their title and --Type the date of the meeting at which the governing body approved the purchase --Print the name and title of the individual authorized to execute the Agreement (this is the individual who also signs the agreement under "Lessee' throughout the contract) --The Clerk or Secretary must sign the document and print their title, thereby verifying the authority of the individual named to enter into the agreement on behalf of the municipality (area --Request your legal counsel retype the 'Opinion of Lessee's Counsel" (Exhibit C, sample) on  --Type in the fiscal year for the lessee highlighted in yellow) Exhibit C---Opinion of Lessee's Counsel Exhibit D--Acceptance Certificate Insurance Coverage Requirements --Sign, title and date the document Government Certificate of Exemption Invoice Instructions  his/her business letterhead with his/her signature and the current date --Sign under 'Lessee" and print title and current date  --Complete the information for your insurance company and agent as listed on the document --Sign, title, and date the document; and provide municipality's Federal Tax ID number --Complete the information regarding mailing address of invoices; contact person in event a payment is not received; and physical address of equipment location once installed and in operation  Notice and Acknowledgment of Assignment Payment Request Form --Sign, title and date the document  --Sign, title, date, and provide contact phone number under Lessee    EXHIBIT A  SCHEDULE OF EQUIPMENT NO. 03  COUNTERPART NO 1  LESSOR'S INTEREST IN, TO AND UNDER THIS SCHEDULE AND THE AGREEMENT AS IT RELATES TO THIS SCHEDULE MAY BE SOLD OR PLEDGED ONLY BY DELIVERING POSSESSION OF COUNTERPART NO.1 1OF THIS SCHEDULE, WHICH COUNTERPART Re: Schedule of Equipment No 03 between Republic First National Corporation as Lessor and City of Irondale as Lessee dated as of May 14, 2024 to Defined Terms. AlI terms used herein have the meanings ascribed to them in the above-referenced Master Equipment Lease Purchase 2. Equipment. The Equipment included under this Schedule of Equipment is comprised of the items described in the Equipment Description attached hereto as Attachment 1, together with all replacements, substitutions, repairs. restorations, modifications, attachments, accessions, 3. Payment Schedule. The Rental Payments and Purchase Prices under this Schedule of Equipment are set forth int the Payment Schedule 4. Representations, Warranties and Covenants. Lessee hereby represents, warrants, and covenants that its representations, warranties and covenants setf forth int the Agreement are true and correct as thoughr made on the date ofc commencement of Rental Payments ont this Schedule. . The Master Equipment Lease. This Schedule is hereby made asp part oft the! Master Equipment Lease and Lessor and Lessee hereby ratify and confirm the! Master Equipment Lease. The terms and provisions oft thel Master Equipment Lease (othert than to thee extent that they relate solely toc other Schedules or Equipment listed ond other Schedules) arel herebyi incorporated byr reference and made a part hereof. Certificate of" "Qualified Tax-Exempt Obligation" By Lessee. Lessee hereby designates thel Lease asa qualified tax-exempt obligation" as defined ins Section 265(b)3)(B) oft the Code. The aggregate face amount ofa allt tax-exempt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds) issued ort to bei issued byl Lessee and alls subordinate entities thereof during the Issuance Year is notr reasonably expected to exceed $10.0 000,000. Lessee hereby covenants that Lessee and all subordinate entities thereof will noti issue in excess of $10,000,0000 ofd qualified tax- exempt obligations (including the Lease bute excluding private activily! bonds other than qualified 501(c)(3) bonds) during thel Issuance Year withoutf first obtaining and opinion of nationally recognized counsel in the area oft tax-exempt municipal obligations acceptable tol Lessor that! the designation oft thel Lease as a qualified tax- exempt obligation" willr not be adversely affected.  NO. 1SHALL CONSTITUTE CHATTEL PAPER FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE.  Master Equipment Lease Purchase Agreement dated: as ofJ January 5, 2024. Agreement (the "Master Equipment Lease"). additions andi improvements thereof ort thereto. attached as Attachment2hereto.  7. Other Provisions. Lease Number: 0514XIRO LESSEE: gty of Ironghle mb hak K Title James D. StewartJr., Mayor Date2 X 5as/408 LESSOR: Republic First National Corporation  Jason Wiggins, Police Chief  By. Title Date.    ATTACHMENT 1 EQUIPMENT DESCRIPTION  RE: Schedule of Equipment No 03 between Republic First Natonal Corporation as Lessor and City of Irondale as Lessee dated as of May  14, 2024 to Master Equipment Lease Purchase Agreement dated as of. January! 5. 2024  Description  Two (2) 2024 Ford Utility Vehicles & One (1) Chevrolet Colorado  Lessee authorizes Lessor or its assigns to insert or modify, if needed, the Serial Number, in the above description of the Equipment to correspond to thet final delivered and accepted Equipment as shown on the respective invoice or other supporting  documents.    ATTACHMENT: 2 PAYMENT SCHEDULE  RE: Schedule of Equipment No 03 between Republic First National Corporation as Lessor and City of Irondale as Lessee dated as of May  14, 2024 to Master Equipment Lease Purchase Agreement dated as of. January 5, 2024.  Lease Number: 0514XIRO Cost of Equipment: $116,750.00  AMORTIZATION SCHEDULE -Normal Amortization, 360 Day Year  Payment Number 1 2 3 4 Grand Totals  Payment Date 9/15/2024 9/15/2025 9/15/2026 9/15/2027  Payment Amount $32,660.14 $32,660.14 $32,660.14 $32,660.14 $130,640.56  Interest Portion $2,572.75 $5,544.38 $3,809,61 $1,963.82 $13,890.56  Principal Portion $30,087.39 Not Available $27,115.76 $28,850.53 $30,696.32 $116,750.00  Early Termination Purchase Option $60,784.13 $31,225.61 $0.00  The Early Termination Purchase Option assumes rental payments and other amounts due on and prior to that date have been  paid.  LESSEE: of Irondale  Stewart Jr., Mayor 52812024  A  Title, James D. Date X    EXHIBIT B MUNICIPAL CERTIFICATE  Re: Schedule of Equipment No. 03 between Republic First National Corporation as Lessor and City of Irondale as Lessee dated as of May 14, 2024 to Master Equipment Lease Purchase Agreement dated as of Lthe undersigned, the duly appointed, qualified and acting Clerk of the above captioned Lessee do hereby certify motion duly made, seconded and carried, in accordance with all requirements of law, approve and authorize the execution and delivery of the above-referenced Schedule of Equipment No. 03 (the "Schedule") on its behalf by  January 5, 2024. this x. day ofx.  20X.  as follows:  (1) Lessee did, at a meeting of the governing body of the Lessee held on X the following named representative of the Lessee, to witness:  20x. by  James:D.Stewart.r.  Mayor Title  Printed-Name of Person Executing the Lease TEA  Person Executing the Lease  (2) The above-named representative oft the Lessee held at the time of such authorization and holds at the present (3) The meeting of the governing body of the Lessee at which the Schedule was approved and authorized to be executed was duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval and that the action approving the Schedule and authorizing the (4) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default (as such term is defined in the above-referenced Master Equipment Lease Purchase (5) All insurance required in accordance with the above-referenced Master Equipment Lease Purchase Agreement (6) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Rental Payments scheduled to come due during the Original Term and to meet its other obligations for the Original Term (as such terms are defined in the above referenced Master Equipment  time the office set forth above.  execution thereof has not been altered or rescinded. Agreement) exists at the date hereof. is currently maintained by the Lessee.  Lease Purchase Agreement) and such funds have not been expended for other purposes.  (7) The fiscaly year ofl Lessee is from X.  tox.  IN WITNESS WHEREOF, I hereunto set my hand and the seal of the governing body of the Lessee the day and year first  above written. City ofl yondale By PrintedName Fitle  Clerk  PuC  Leigh Allison, City  *Above signature must bei in addition to the two signatures on the Master Equipment Lease Purchase Agreement This person must be authorized by the governing body to execute the documents on behalf of the Municipality.    EXHIBIT C  OPINION OF LESSEE'S COUNSEL (Must be re-typed onto attorney's letterhead)  Lessee: City of Irondale Republic First National Corporation 2525 West State Road 114 Rochester, IN 46975 Gentlemen:  As legal counsel to City of Irondale (the "Lessee"), I have examined (a) an executed counterpart of a certain Master Equipment Lease Purchase Agreement, dated as of January 5, 2024, and Exhibits thereto by and between Republic First National Corporation (the' "Lessor") and Lessee, Schedule of Equipment No. 03, dated May 14, 2024, by and between Lessor and Lessee, which, among other things, provides for the lease with option to purchase by the Lessee of certain property listed in the Schedule (the "Equipment"). (b) an executed counterpart of the ordinances or resolutions of Lessee which, among other things, authorizes Lessee to execute the Agreement and (c) such other opinions, documents and matters oflaw asl Ihave deemed necessaryi in connection with the following opinions.  Based ont the foregoing. l'am oft the following opinions:  (1) Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, and has a substantial amount oft the following sovereign powers: (a) the power to tax, (b) the power ofe eminent domain, and (c) police power; (2) Lessee has the requisite power and authority to lease the Equipment with an option to purchase and to execute and deliver the (3) The Agreement and the other documents either attached thereto or required therein have been duly authorized, approved and executed by and on behalf ofL Lessee and the Agreement and other documents either attached thereto or required therein are the (4) The authorization, approval and execution of the Agreement 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 (5) There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the security interest of (6) The signatures oft the officers which appear ont the Agreement are true and genuine, Iknow said officers and know them to hold No further approval, consent or withholding of objection is required from any federal, state or local governmental authority with respect tot the entering into orp performance by the Lessee oft the Lease and the transaction contemplated thereby. (8) The Equipment leased pursuant to the Agreement constitutes personal property and when: subjected to use by Lessee will not be (9) The Municipality is ap political subdivision within the meaning of Section 103 of the Internal Revenue Code of 1986 as amended (10)The leasing of the Equipment pursuant to the Agreement is exempt from all sales and use taxes against either the Lessor or the Lessee during the term of the Lease pursuant to the Agreement and the Equipment will be exempt from all state and local All capitalized terms herein shall have the same meanings as in the foregoing Agreement unless otherwise provided herein. Lessor, its successors and assigns, and any counsel rendering an opinion on the tax-exempt status of the interest components of the Rental  Agreement and to performi its obligations under the Agreement;  valid and binding obligations ofl Lessee enforceable ina accordance with their terms;  state or federal laws; and  Lessor ori its assigns, as the case may be, int the Equipment. the offices set forth below their names. orb become fixtures under applicable law. and the related regulations and rulings. personal property or other ad valorem taxes. Payments are entitled to rely on this opinion.  Signature of Attorney  Date    EXHIBIT D  ACCEPTANCE CERTIFICATE  Republic First National Corporation 2525 West State Road 114 Rochester, IN 46975 Ladies and Gentlemen:  Re: Schedule of Equipment No. 03 between Republic First National Corporation as Lessor and City of Irondale as Lessee dated as of May 14, 2024 to Master Equipment Lease Purchase Agreement dated as of January 5, 2024.  In accordance with the Master Equipment Lease Purchase Agreement (the "Agreement"). the undersigned Lessee (1) All of the Equipment (as such term is defined in the Agreement) listed in the above-referenced Schedule of Equipment (the "Schedule") has been delivered, installed and accepted on the date hereof. (2) Lessee has conducted such inspection and/or testing of the Equipment listed in the Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. (3) Lessee is currently maintaining the insurance coverage required by Section 6.05 of the Agreement. (4) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default  hereby certifies and represents to, and agrees with Lessor as follows:  (as defined in the Agreement) exists at the date hereof.  LESSEE: Cityofl Irondale Byx Title,  K  e:D.Swanuy.Myer DateX 5149424    INSURANCE COVERAGE REQUIREMENTS  Re: Schedule of Equipment No. 03 between Republic First National Corporation as Lessor and City of Irondale as Lessee dated as of  May 14, 2024 tol Master Equipment Lease Purchase Agreement dated as of January 5, 2024.  Lessee: City of Irondale Please mark one of the following: Insurance Company Name:x Agents Name:x Address:x City:x Phone:x  )1. Ina accordance with Section 6.05 of the. Agreement, wel have instructed the insurance agent named below to  Statex Fax:x  Zip:x Email:x  issue to:  Santander Bank, N.A., andlor its assigns 3Huntington Quadrangle,#01N Melville, NY 11747 on the following equipment:  Two (2) 20241 Ford Utility Vehicles & One (1) Chevrolet Colorado with at total acquisition cost of$116,750.00  Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and Long Fom Loss Payable Clause naming "Santander Bank, N.A., and/or its assigns" as loss payee with the following b.Public Liability Insurance evidence by a Certificate of Insurance naming "Santander Bank, NA, andlor its assigns" as an  coverage required: Full Replacement Value  additional Insured with the following minimum coverage required: $1,000,000.00 Combined Single Limit Per Occurrence  )2. Pursuant to Section 6.05 oft the Agreement, we are self-insured for all risk, physical damage, and public liability and will provide proof of such self-insurance inl letter form, together with a copy oft the statute  authorizing this form ofi insurance.  Proof of insurance coverage will be provided to Republic First National Corporation prior to the time the Equipment is delivered  tous. City ofl  Title James D.Stewart J.Mayor Date x 54916474  EK    GOVERNMENT CERTIFICATE OF EXEMPTION  TO: Republic First National Corp. 2525 West State Road 114 Rochester, IN 46975  The undersigned hereby certifies the purchases oft tangible personal property or services being made on this certificate of exemption are being made by the State of Alabama or a county or municipality within the State of Alabama, or the Federal Government, or an agency thereof, and are for the use of The undersigned also certifies the leasing of the Equipment is exempt from all sales and use taxes against either the Lessor or the Lessee during the term of the Lease and the Equipment will be  such government or agency.  exempt from all state and local personal property.  Name of government or agency: City of Irondale/  R  Title Jémes D.Slewart.Mayor Date. x SAs/o Taxi IDNo. x 03-6001899    2525 West State Road 114 Rochester, IN 46975 Phone: (800)700-7878 Fax: (800) 865-8517 www.republctirstnational.com  NATIONAL  REPUBLIC  INVOICE INSTRUCTIONS  Please fill in the address that invoices for the payments should be sent to:  Person/Department: X Name of Lessee: X Street/P.O. Box: X City, State, Zip X  Schedule of Equipment No. 03 between Republic First National Corporation as Lessor and City of Irondale as Lessee dated as of May 14, 2024 to Master Equipment Lease Purchase Agreement dated  as of January 5, 2024.  Equipment Description: Two (2) 2024 Ford Utility Vehicles & One (1) Chevrolet Colorado  Name and phone number of person to contact if payment is not received by due date:  Name: X Phone Number: x  Please fill in the address where the equipment can be located:  Person/Deparment X Name ofLessee: X Street: X City, State, Zip: X County: X  "When results matter"    2525 West State Road 114 Rochester, IN 46975 Phone: (800) 700-7878 Fax: (800) 865-8517 www.republctirstnational.com  REPUBLIC  NOTICE OF ASSIGNMENT  May 16, 2024 City of Irondale 101 South 20th Street Irondale, AL 35210  RE: Schedule of Equipment No. 03, dated May 14, 2024 to Master Equipment Lease Purchase Agreement, dated as of. January 5, 2024 (the "Agreement") between Republic First National  Corporation ("Lessor") and City of Irondale ("Lessee").  Dear Jason:  Please be advised that Republic First National Corporation has assigned all its right, title and interest in, to and under the above referenced Master Equipment Lease Purchase Agreement (the "Agreement"), the Equipment leased thereunder and the right to receive Rental Payments thereunder to the following  assignee: Santander Bank, N.A. P.O. Box 847386 Boston, MA 02284-7386 (631)531-0600  All Rental Payments and payment oft the Purchase Price due under the Agreement should be made to the  Assignee at the above address.  Sincerely,  ACKNOWLEDGED AND. ACCEPTED:  Republic First National Corporation  City of Irondale  By Title  Date X Phone *  S  1 0205. 914.881  "When results matter"    2525 West State Road 114 Rochester, IN 46975 Phone: (800)700-7878 Fax: (800)865-8517 www.republictirstnational.com  FIRST NATIONAL REPUBLIC  PAYMENT REQUEST FORM  We have received, examined and accepted the equipment covered by this invoice and approve payment of the full amount stated herein in accordance with the terms of the Lease Agreement which Lessee has  executed with Republic First National Corporation.  Payee: Donohoo Chevrolet Amount: $116,750.00  Equipment Description: Two (2) 2024 Ford Utility Vehicles & One (1) Chevrolet Colorado  City of Irondale/  Title Date X  EEK  SpRa24    5/16/24, 9:20AM View/Print Label  View/Print Label  1.E Ensure there are no others shipping or tracking labels attached tos your package. Select the Print button ont the print dialogue box that appears. Note: Ifyourb browser does nots support this function, select Print from the File menu 2. Placet thel labeli ina al UPS Shipping Pouch. Ifyou dor not have a pouch, affix the folded label using clear plastic  top print the label.  sbipping tapec overt the entirel label. 3.GETTING YOUR SHIPMENT TOUPS Customers with as scheduled Pickup Your driver will pickup your shipment(s) as usual. Customers without as scheduled Pickup  Take your packaget to any location ofThe UPS: Store, UPS Access Point(TM) location, UPS Drop Box, UPS Customer Center, Staples8 or Authorized: Shipping Outlet near you. To find thel location nearest you,  please visit thel Locations Quick link at ups.com.  UPS Access PointM CVSSTORE#6546 1910MAINST ROCHESTER IN4 46975-2659 FOLDHERE  5  aboutblank  1/1