Fort Walton Beach Resolution — 2008-02-Golf Club Equipment-Bank of America — reading text

RESOLUTION NO. 2008- 02 A RESOLUTION OF THE CITY OF FORT WALTON BEACH, FLORIDA, RATIFYING THE TERMS OF. THE MASTER EQUI.PMENT LEASE/ PURCHASE AGREEMENT EXECUTED ON APRIL 3, 2002, AND AMENDED ON OCTOBER 25, 2004, BY THE FIRST AMENDMENT TO LEASE NO. 03537- 00300; AUTHORIZING THE CITY MANAGER TO EXECUTE AN ACQUISITION FUND AGREEMENT FOR THE LEASE OF CERTAIN GOLF COURSE EQUIPMENT AND ALL SUCH OTHER NECESSARY DOCUMENTS TO COMPLETE THE TRANSACTION; AND SETTING AN EFFECTIVE DATE. BE IT RESOLVED by the City Council of the City of City of Fort Walton Beach, Florida ( the " City") as follows: Section 1. Findings The Council of the City of Fort Walton Beach finds, ascertains, determines, and declares that: a) It is necessary, desirable and in the best financial .i.nterest of the City and its residents to ratify the Master Equipment lease/ Purchase Agreement Executed on APril 3, 2002, and amend.ed on October 25, 2004, by the First Amendment to lease No. 03535~00300, attached as Exhibit A, with Banc of America Leasing & Capital, LLC ( the " Lessor"), to provide for the lease and purct1ase of equipment essential to the governmental, municipal or public purposes or functions of the City or to the services the City provides its inhabitants. b) The City has 'an immediate need for the following golf course equipment: 2) Diesel Hybrid Greens Mowers, ( 3) Fairway Mowers with extended warranty, 4- post ROPS and sunshade canopies, ( 2) Trim Mowers, ( 1) Contour Rotary, a Rough Mower and ( 1) Kubota Tractor, ( the " Equipment") for the welfare of its citizens, and it is in the best financial interest of the City that the Equipment be leased pursuant to the Master Lease/ Purchase Agreement. c) The City is authorized and empowered by the Florida Constitution and laws of the State of Florida, including particularly Chapter 166, Florida Statutes, and other applicable provisions of law. The City is further authorized and empowered to enter into transactions such as those contemplated by the Master Lease/ Purchase Agreement and to fully perform its obligations pursuant to the Agreement to acquire the Equipment. 1 Section 2. Authorization of Leases of the Equipment The lease of the Equipment pursuant to the Master Lease/ Purchase Agreement and as set forth on the Schedule of Property No. 008 together with the Rental Payment Schedules, are hereby approved. The City hereby authorizes and directs the City Manager to execute each of the Schedules and deliver the same to the Lessor. All documents are attached to this Resolution as successive Exhibits B 1 - B7. All of the provisions of these documents when executed, dated and delivered by or on behalf of the City shall be deemed to be part of this Resolution as fully as if set out verbatim in this resolution. Section 3. General Authority The Mayor, the City Clerk, City Manager, City Finance Director, and City Attorney, are authorized to do all acts and things required of them by this Resolution or desirable or consistent with the requirements of it for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Master Lease/ Purchase Agreement and the Schedules. Section 4. Severability of Invalid Provisions If anyone or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements and provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this Resolution, and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof. Section 5. Effective Date This Resolution shall become effective immediately upon its passage. Passed and Adopted on the ~ day of January, 2008. I/ uk~~~ Mike Anderson, Mayor Approved for Legal Sufficiency DISPOSITION 2  EXHIBIT A MASTER EQUIPMENT LEASE/ PURCHASE AGREEMENT EXECUTED APRIL 3, 2002 & FIRST AMENDMENT TO LEASE No. 03535- 00300 EXECUTED OCTOBER 25, 2004 3 c:- Bankof America. ~. Bank of America leasing and Capital Group 2059 Northtake Parkway, 4th Floor Tucker, GA 30084 Tel 770. 270. 8400 . ATTACHED ARE' YOUR COPIES OF DOCUMENTS REQUES.TED FROM BANC OF AMERICA LE.A.SING & CAPITAL, LLC PERTAINING TO THE FLORIDA LEAGU~ OF CITIES, INC. LEASE/ PURCHASE PROGRAM. SHOULD YOU HAVE ANY QUESTIONS REGARDING THESE DOCUMENTS, PLEASE FEEL FREE TO CONTACT YOUR SALES ASSOCIATE. c YOUR INTEREST IN BANC OF AMERICA LEASIN,G & CAPITAL, LLC IS APPRECIATED! o ~ ecycled Paper . 01/ 02/ 2008 Page 8/ 44  t " Master Equipment Lease/ Purchase Agreement Standard Program) This Maste~ Equipment Lease/ Purchase Agreement (this " Agreement") dated as of April 3, 2002, and entered int~ among Bane 'of America Leasing & Capital, LLC, a Delaware liJ;nited'. liability company (" Lessor"), Florida League of Cities, Inc., a Florida not- for-profit corporation Sponsor") and City of Fort Walton Beach, a ,body corporate and politic/municipality existing under the laws of the State of Florida (" Lessee"). . WITNESSETH: WHEREAS, Lessor has established, and the Sponsor is sponsoring, a Master LeaselPurchase Program Agr~ement to provide p,olitical subdivisions in the State of Florida with low- cost, tax- exempt equipment fmancing alternatives; ~ d WHEREAS, Lessee desires to lease and acquire from Lessor certain equipment described in each Schedule ( as each such tenn' is defined herein), subject to the tenns and conditions of and 'for the purposes set forth in each L"ease; and in the' ev'ent of a conflict the tenns of a Schedule' prevail; and' . WHEREAS~the . relationship between the p'arties shall be a 'continuing one arid items of equipment may be added to the Equipment from time to time by execution of additional Schedules '. by the parties hereto and as otherwise provided herein; and . .. " .' . c_ WHEREAS, Lessee is authorized under the constitutio~ and laws of the State to enter into' his Agreement and the Schedules hereto for the purposes set forth herein; NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and in consideration of the premises hereinafter contained, the part~es hereby agree as follows: . ARTICLE I. Section 1. 01.. Definitions. The following tenns will have.the meanings indicated below unless the context clearly requires otherwise: ". Acquisition Amount" means the amount specified in each Lease and represented by the Lessee to.be sufficient to acquire th~ Equipment lis~ed in such Lease, which amount shall b~ not less th~ $ 50, 000 per Lease. ' . Acquisition Fund" means, with.respect to any Lease, the fund 'established and held by the Acquisition Fund Custodian pursuant to the related Acquisition Fund Agreement, if any. Acquisition Fund AgreementU means, with respect to any,Lease, an Acquisition Fund . Agreement in f~nn and substanc~ acceptable to and executed by the Lessee, the Lessor and the Acquisition Fund Custodian, pursuant to which an Acquisition Fund is established and administere9. Acquisition Fund 9ustodian" means the Acquisition Fund. Custodi~ identified in any 004. 237866. 4 01/ 02/ 2008 Page 9/ 44  q Acquisition Fund Agreement, and its successors and assigns. Acquisition Period' means, with respect to each Lease, that period stated in such Lease, commencing on the date. of execution thereof and ending not later than three years thereafter, during which the Lease Proceeds attributable to suc~ Lease maybe expended on Equipment , Costs. Act" me'ans, collectively, Chapter 166, Florida Statutes, the Constitution of the State, and other applicable provisions of law.. Agreement" means this Master Equipment Lease/Purchase Agreement, including the exhibits hereto, together with any amendments. and modifications to the Agreement pursuant to' Section 13. 07. 0 Code" means the Internal Revenue Code of 1986, as amended. Each reference to a Section of the Code herein shall be deemed to include the United States oTreasury Regulations prop.osed or in effect thereunder.. CCommencement Date." means, for each Lease, the date when Lessee' s obligation to pay Rental Payments commences under such Lease, whicho date shall be the earlier oof ( i) theo date ort which the Equipment listed in such Lease is accepted by Lesse~ in the manner described in .S.ectiotio 5. 01, or (ii) the date on which sufficient moneys to purchase the Equipment listed jn such Lease are deposited for othat purpose with an Acquisition Fund Custodian. Equipment" means the property listed in each ofoU1e teases and all reptacements, repairs, restorations, modifications and improvements thereof or theretq made pursuant to Section 8. 01 or c Article V. Whenever reference is made in this Agreement to Equipment listed in a Lease, such reference shall be deemed to include all such replacements, repairs, restorations, modifications and