Fort Walton Beach Resolution — 2021-04--Lease Purchase Agreement — reading text

RESOLUTION 2021- 4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FORT WALTON BEACH, FLORIDA, AUTHORIZING THE EXECUTION AND DELIVERY SEPARATE OFEQUIPMENT A MASTER LEASE- PURCHASE AGREEMENT AND EQUIPMENT SCHEDULES WITH RESPECT TO THE ACQUISITION, PURCHASE, FINANCING AND LEASING OF CERTAIN EQUIPMENT FOR THE PUBLIC BENEFIT; AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS REQUIRED OTHER IN CONNECTION ACTIONS AUTHORIZING THE TAKING OF ALL THEREWITH; AND NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION. WHEREAS, the City of Fort Walton Beach, Florida ( the " Lessee"), a City duly organized and existing under the laws of the State of Florida, is authorized by the laws of such State to purchase, acquire and lease personal property for the benefit of the Lessee and its inhabitants and to enter into contracts with respect thereto; and WHEREAS, the Lessee desires to purchase, acquire and lease certain equipment and other property necessary for the Lessee to perform essential governmental functions; and WHEREAS, in order to acquire such equipment and other property, the Lessee proposes Agreement ( the " Master Lease") to enter into that certain Master Equipment Lease- Purchase and separate Equipment Schedules from time to time as provided in the Master Lease with the " Lessor"), the form of which has been Hancock Whitney Bank ( or its affiliates), as lessor ( presented to the governing body of the Lessee at this meeting; and WHEREAS, the governing body of the Lessee deems it for the benefit of the Lessee and for the efficient and effective administration thereof to enter into the Master Lease and the separate Equipment Schedules as provided in the Master Lease for the purchase, acquisition and leasing of the equipment and other property to be therein described on the terms and conditions therein provided; NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF FORT WALTON BEACH, FLORIDA: Section 1. Approval of Documents. The form, terms and provisions of the Master Lease and the separate Equipment Schedules as provided in the Master Lease are hereby approved in substantially the forms presented at this meeting, with such insertions, omissions and changes as shall be approved by the City Attorney of the Lessee or other members of the governing body of the Lessee executing the same, the execution of such documents being conclusive evidence of such approval. The Mayor of the Lessee is hereby authorized and directed to execute, and ( if required by applicable law or policy of the Lessee) the City Clerk of the Lessee is hereby authorized and directed to attest, the Master Lease and each Equipment Schedule and any related Exhibits attached thereto and to deliver the Master Lease and each Equipment Schedule ( including such Exhibits) to the respective parties thereto, and ( if required by applicable law or policy of thedocuments. Lessee) the City the seal of the Lessee to such Clerk of the Lessee is hereby authorized to affix  RESOLUTION 2021 - 4 Section 2. Other Actions Authorized. The officers and employees of the Lessee shall take all action necessary or reasonably required by the parties to the Master Lease and each Equipment Schedule to carry out, give effect to and consummate the transactions contemplated thereby ( including the execution and delivery of acceptance certificates and any tax certificate and agreement, each with respect to separate Equipment Schedules, as contemplated in the Master Lease) and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the Master Lease and each Equipment Schedule. Section 3. No General Liability. Nothing contained in this Resolution, the Master Lease, any Equipment Schedule nor any other instrument shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Master Lease, any Equipment Schedule or any other instrument or document executed in connection therewith impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the rental payments payable under each Lease ( as such term is defined in the Master Lease) are special limited obligations of the Lessee as provided in such Lease. Section 4. Appointment of Authorized Lessee Representatives. The Mayor, City Manager and City Clerk of the Lessee are each hereby designated to act as authorized representatives of the Lessee for purposes of the Master Lease and each Equipment Schedule until such time as the governing body of the Lessee shall designate any other or different authorized representative for purposes of the Master Lease and each Equipment Schedule. Section 5. Designation for Purposes of Section 265(b)( 3) of the Internal Revenue Code of 1986. The governing body of the Lessee hereby designates Equipment Schedule No. 2021- 01 to be dated May 25, 2021, and that incorporates by reference the terms and conditions of the Master for purposes and within the meaning of obligation" Lease, as a " qualified tax- exempt NOTE: Section 5 to be Section 265( b)( 3) of the Internal Revenue Code of 1986, as amended. [ used if applicable to the particular transaction.] Section 6. Severability. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. Section 7. Repealer. All bylaws, orders and resolutions or parts thereof, inconsistent herewith, are hereby to the extent of such inconsistency. This repealer shall not be construed as repealed only order, resolution or ordinance or part thereof reviving any bylaw,  RESOLUTION 2021 - 4 Section 8. Effective Date. This Resolution shall be effective immediately upon its adoption by City Council and signature of the Mayor. Adopted: / V& a5,. d.) ichard A. Rynearson, yor Attest: Approved for form, legal sj a i WAL% . Barnes, City Clerk * 1 Dykes`,J i orn- Kim 7 ' L, FLGRtOP  MASTER EQUIPMENT LEASE- PURCHASE AGREEMENT This MASTER EQUIPMENT LEASE- PURCHASE AGREEMENT, dated as of May 25, 2021 ( this Master Agreement") is entered into by and between Hancock Whitney Bank ( the " Lessor"), and the City of Fort Walton Beach, Florida, a municipal corporation existing under the laws of the State of Florida, as lessee ( the " Lessee"). This Master Agreement contains terms and conditions that Lessor and Lessee agree shall be applicable to one or more lease- purchase transactions between them. Each transaction to which this Master Agreement applies will be evidenced by an Equipment Schedule ( an " Equipment Schedule"), substantially in the form of Exhibit A attached to this Master Agreement, executed by Lessor and Lessee that incorporates the terms and conditions of this Master Agreement and further sets forth specific terms and conditions of the specific lease- purchase transaction subject thereto. As used in this Master Agreement and in each Equipment Schedule, " State" shall mean the State of Florida. Section 1. Agreement to Lease. Subject to the terms and conditions of this Master Agreement and the terms of the applicable Equipment Schedule, Lessor agrees to sell, transfer and lease to Lessee, and Lessee agrees to acquire, purchase and lease from Lessor, the items of equipment and other property described in such Equipment Schedule together with all parts, additions, substitutions, accessions, repairs, improvements, replacements, accessories and attachments now or hereafter incorporated therein or affixed thereto ( collectively, the Equipment"). If the terms of any Equipment Schedule conflict with the terms or conditions of this Master Agreement, the terms of the Equipment Schedule shall control in the interpretation of the Lease created thereby. Each Equipment Schedule shall constitute a complete and separate contractual obligation of Lessee and Lessor, independent of all other Equipment Schedules, each incorporating the terms of the Master Agreement ( whether or not the Equipment Schedule is Each Equipment Schedule, together accompanied by an original executed Master Agreement). with the terms and conditions of this Master Agreement, shall be referred to as a " Lease". Only one ( 1) original of the Equipment Schedule will be executed by the parties and the delivery of the original executed Equipment Schedule shall be effective for purposes of perfecting by possession a security interest in such Lease. This Master Agreement is not a commitment by Lessor or Lessee to enter into any Lease not currently in effect, and nothing in this Master Agreement shall impose, or be construed to impose, any obligation upon Lessor or Lessee to enter into any proposed Lease, it being understood that whether Lessor and Lessee enters into any proposed Lease shall be a decision solely within the respective discretion of Lessor and Lessee. Lease. Without Lessee shall cooperate with Lessor in Lessor' s review of any proposed limiting the foregoing, Lessee will provide Lessor with any documentation orSuch information Lessor documentation Lessor' s review of any proposed Lease. may request