Fort Walton Beach Resolution — 04-32-Fire Pumper Lease Agreement — reading text

o o RESOLUTION NO. 04- 32 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FORT WALTON, BEACH, FLORIDA, AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE/ PURCHASE AGREEMENT WITH BANC OF AMERICA LEASING & CAPITAL, LLC TO INCLUDE A FIRST AMENDMENT TO THE LEASE TO PROVIDE A FUNDING EXPIRATION DATE OF APRIL 3, 2008; AUTHORIZING A LEASE OF A 2004 FIRE PUMPER MOUNTED ON A CYCLONE II CHASSIS THEREUNDER; AUTHORIZING THE EXECUTION OF SUCH OTHER DOCUMENTS AS MAY BE NECESSARY TO COMPLETE THE TRANSACTIONS CONTEMPLATED HEREBY; AND PROVIDING 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. Findinas. It is hereby ascertained, determined, and declared that: The City deems it necessary, desirable and in the best financial a) interest of the City and its inhabitants that it enter into a Master Equipment Lease/ Purchase Agreement ( the " Master Lease/ Purchase Agreement") with Banc of America Leasing & Capital, LLC ( the " Lessor"), to include a first amendment to the lease to provide a funding expiration date of April 3, 2008, to provide for the lease and purchase from time to time 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 a fire pumper ( 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 Constitution and laws of the State of Florida, including particularly Chapter 166, Florida Statutes, and dther applicable provisions of law (the "Act"). d) The City is authorized and empowered by the Act to enter into transactions such as those contemplated by the Master Lease/ Purchase Agreement and to fully perform its obligations thereunder in order to acquire the Equipment. e) The small size of the lease financing, current market conditions and other circumstances require that the Master Lease/ Purchase Agreement and the leases of equipment thereunder be negotiated at private sale rather than offered by competitive bid, Section 2. Authorization of Execution and Deliverv of Master Lease/ Purchase AQreement. The Master Lease/ Purchase Agreement including a first amendment to the lease, substantially in the form attached hereto as Exhibit A, with such omissions, insertions and variations as may be approved on behalf of the City by the Mayor, such approval to be evidenced conclusively by the Mayor' s execution thereof, is hereby approved and authorized, The City hereby authorizes and directs the Mayor to execute the Master Lease/ Purchase Agreement and amendment and deliver the same to the Lessor. All of the provisions of the Master Lease/ Purchase Agreement and amendment, when executed, dated and delivered by or on behalf of the City as authorized herein and by or on behalf of the Lessor, shall be deemed to be part of this Resolution as fully and to the same extent as if incorporated verbatim herein. 1  o u Section 3. Authorization of Leases of the EauiDment. The lease of the Equipment pursuant to the Master Lease/ Purchase Agreement, as set forth on Schedule of Property No. 006 ( together with the Rental Payment Schedule associated therewith, the Schedule"), is hereby approved. The City hereby authorizes and directs the Mayor to execute the Schedule and deliver the same to the Lessor. The Schedule, when executed, dated and delivered by or on behalf of the City as authorized herein and by or on behalf of the Lessor, shall be deemed to be part of this Resolution as fully and to the same extent as if incorporated verbatim herein. Section 4. General Authority. The Mayor, the City Clerk and the officers, attorneys and other agents and employees of the City are hereby authorized to do all acts and things required of them by this Resolution or desirable or consistent with the requirements hereof for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Master Lease/ Purchase Agreement and the Schedule, and they are hereby authorized to execute and deliver all certificates and documents which shall reasonably be required by the Lessor to effectuate the transactions described herein, including without limitation the documents described in Exhibits B, C and E of the Master Lease/ Purchase Agreement. Section 5. 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 6, Effective Date. This Resolution shall become effective immediately upon its passage. PASSED AND ADOPTED this ~ day of ov, j' t? t; krii. co~ ATTEST: J/ha~ City Clerk Approved for Legal Sufficiency; T~~ 0c~~~ DIBPOSITO: i.~ 2  c Bank of AmcQ.ica" First Amendment to Lease No. 03537-00300 Banc of America Leasing and Capital, LLC This First Amendment to Lease, made effective as of October 25, 2004 (" First Amendment" ), to the Master ~ quipm\ chase Agreement dated' April 3, 2002, ("Lease") Lessor") between Banc of America Leasing & Capital, LLC, (" and CIty ofF Beach, Florida ( Lessee"); " '. WIT N E SSE T H: WHEREAS, Le~sor and Lessee are parties to the Lease; and WHEREAS, Lessor and Lessee desire to further amend certain provisions of the Lease. NOW, THEREFORE, in consideration of the premises and the mutual obligations herein contained, and for the other good; valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties hereto agree to amend tbe LeaSE follows: 1. " Funding Expiration Date" is hereby amended to read "Funding Expiration Date"me~ April 3, 2008. Except as expressly set forth berein, this First Amendment shall not by implication or otherwise limit, constitute a waiver. of otherwise affect the rights and obligations of Lessor and Lessee under the Lease, nor alter, modify, amend or in any way ~ffect any of terms, conditions, covenants or agreements contained in the Lease, all of which are ratified and affirmed in all respects and s continue in full force and effect. IN WITNESS WHEREOF, the parties hereunto have caused this instrument to be executed by their duly authorized officers f the day and year first above written, . Bane of America Leasing & Capital, LLC (Lessor) City ~f Fort Walton Beach, Florida ( Lessee) By: ' By: 7edName: Printed Name: i I b....~: . Title:  o o Exhibit A Schedule of Property No. 006 Re: Master Equipment LeaseIPurchase Agreement, dated as of April 3, 2002, between Banc of America Leasing & Capital, LLC, as Lessor, and City of Fort Walton Beach, as Lessee. 1.Defined Tenns. All terms used herein have the meanings ascribed to them in the above- . referenced Master Equipment LeaseIPurchase Agreement (the " Master Equipment Lease"). of th~ 2, Equipment. The following items of Equipment .are hereby included under this, Schedule Master Equipment Lease. Description . Serial No. Location 2004 Fire Pumper - Emergency 1 Cyclone II, 1500 GPM Pumper, Model C440 Mounted on Cyclone n 107 Miracle Strip Pkwy Chassis 4E~ 6~ 8941009006 Fort Walton Beach, FL 3, Payment Schedule. Rental Payments. The Rental Payments shall be in such amounts and payable on such dates shall set forth in the Rental Payment Schedule attached to this Schedule as Exhibit A-I. Rental Payments on the date on which the listed in this is Schedllle Lessee, as indicated iJ accepted by commence Equipment or the date anAcceptance Certificate substantially in the form of Exhibit B to the Master Equipment Lease FUIJ which sufficient moneys to purchase the Equipment are deposited for that purpose with an Acquisition Custodian, whichever is.earlier. Purchase Price Schedule. The Purchase Price on each Rental Payment date for the Equipml