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

Lease/ Purchase Agreement dated as of April " 3, 2002 by and between Bane of America Leasing & Capital, LLC, and the Schedule( s) thereunder and all futureSchedule( s) ( the Agreements") by and between City of Fort Walton Beach and Bane of America Public Capital Corp and these Agree~ ents are binding and authorized Agreements of Lessee, enforceable in all respects in accordance with their tenns. Name of Official Title Lisa Absher . Finance Director Mike Anderson Mayor Dated: 10/ a~ g By: Title: The witnessing signer of this Certificate cannot be listed above as authorized to execute the Agreements.) . Clerk Certificate C- l  If 1" \\; TONI L CRAIG ATTORNEY AT LAW PHONE: ( 850) 243- 6969 OFFICE ADDRESS: MAIUNG ADDRESS: FAX: ( 850) 244-8929 105 Lewis St Ste 202 908 Pineview Blvd E- MAIL~ tonicraig@cox. net Fort Walton Beach, FL 32547 Fort Walton Beach, FL 32547 WEB SITE: www. tonicrag.info 11 January 2008 Banc of America Public Capital Corp 2059 Northlake Parkway I 4th Floor Tuckerl GA 30084. Re: Schedule of Property No. 0081 dated January 111 20081 by and between Banc of America Public Capital Corpl as Lessor and City of Fort Walton Beachl as. incorporating ~ he terms of that certain Master Lesseel Equipment Lease/ Purchase Agreementl dated as of April 31 20021 by and between Bane of America leasing & Capitall LLCI and Lessee Ladies and Gentlemen: As legal ' counsel" to City of Fort Walton Beach ( IILesseeN) I have examineq an executed 1 counterp'art of the Master Equipment Lease/ Purchase Agreementl dated April 31 20021 and. its Exhibitsl and the First Amendment to Lease No. 03537- 003001 dated October 251 2004; by and between Bane of America Leasing. & Capitall LLCI and Le.ssee ( the '' Agreement' ) and a~ 1 executed counterpart of Sched.ule of Property No. 0081 dated January 111 20081 by and between Bancof America Public Cap.ital Corp (" Lessor") and 'Lessee ( the " ScheduleN) whichl among other 1 things incorporates the terms of the Agreement and provides for the lease of certain property I listed in the Schedule ( the " Equipment") and a certain Acquisition Fund Agreement among 1 Lessorl Lesseel and Bank of Americal Acquisition Fund Custodianl dated January 111 N. A. as 20081 ( b) an executed counterpart of the ordinances or resolutions of Lessee whichl among other thingsl authorize Lessee to execute the Agreement and the Schedule and ( c) such other opinionsl documents 'and matters of law -as I have deemed necessary in connection with the following opinions. Th~ Schedule and the terms and provisions of the Agreement by reference together with the ' Rental Payment Schedule attached to the Schedule are referred to. collectively as the IILeasell. Based on the foregoingl it is my opinion that: . 1. Lessee is a municipal corporati"onl duly organized and existing under the laws of Floridal is a political subdivision of a state within the meaning of Section 103( c) of the Internal Revenue  t; I~ Code of 1986, as amended ( the " Code"), and the obligations of Lessee under the Agreement will constitute an obligation of Lessee withi~ the meaning of Section l03( a) of the Code, notwithstanding Section l03( b) of the Cod.e. 2. Lessee has the requisite power and authority to. lease and acquire the Equipment and to execute and deliver the Lease and to perform its obligations under the Lease; 3. The Lease has been duly authorized, approved, exe~ uted and delivered. by and on behalf of Lessee and the Lease is a valid and binding obligation of Lessee enforceable in accordance with its terms; 4. The authorization, approval, execution and delivery of the Lease and all other proceedings of Lessee relating to the transactions contemplated th~ reby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state or federal laws; and 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 adve'rsely affect the transactions contemplated by the Lease or the interest of Lessor or its assigns, in the Equipment listed in the lease. Th,e capitalized terms in this letter shall have the same meanings as in the Lease, unless otherwise stated. Lessor and its successors and assigns, and any counsel rendering an opinion on the tax~exempt status of.the interest components of the Rental Payments, are entitled to rely on this'::opinion. Sincerely cK~ Toni L Craig . r City Attorney CC: City Manager Finance Director  i' City of Fort Walton Beach I Anlerica' s' Most Beaut€ful Bellches fJ.~~' I"~ 1. 107 Miracle Strip Parkvvay, SW * P. (). l30x 4009,* FOlt W'altoD Beach~ F132549 71.:'~' v"." , J 850) 833- 9513 * Fax ( 85(}) 833- 9640 TDD ( 850) 833- 9925 . a Absher Li~ Finance Director lit~~~}~J\~J~_:~!. L{!..: rg Decetnber 26, 2007 Internal Revenue Service Center Ogden, UT 84201. Re: $ 589. 29 City of Fort Walton "Beach LeaselPurchase of Grounds Equipment 248.. Ladies and Gentlemen: we file herewith tI1e enclosed Form On be.half of the City of Fort Walton : Beach., 8036- G Information Return for Tax~Exempt Goverrim~ntal Obligations, with respect to the above- referel1ced financing, completed Janyary 11, 2008. Very truly yours") Lisa Absher Finance Director Enclosure cc: Ms. Laura Pritchett, Bane of An1erica Public Capita Corp. CE:RTIFffiD MArL T RJ~Q1JI~Sl~:r) RECF~ n:) REnJRN  Information Return for Tax"Exempt Governmental Obligations F~; iJll 8038- G Under Internal Revenue Code section 149( e) OMS No. 1545- 0720 Rev. November 2000) See separate Instructions. Department of the Treasury Caution: If the issue price ;s under $ 700,000, use Form B038- GC.' Internal Revenue Service Re ortin If Amended Return, check here ~ 0 Issuer' s name 2 Issuer' s employer identification number 59 ~ 6000323. City of Fort Waltqn Beach 3 Number and street (or P. O. box if mail is not delivered to street address) Room/ suite 4 Report number P. O. Box 4009 3 6 Date of issue 5 City, town, or .post office, state, and ZIP code