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HomeMy WebLinkAbout719-16 BB&T Master Equipment Lease/Purchase Agreement RESOLUTION NO. 719-16 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ZEPHYRHILLS, FLORIDA, AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT WITH BRANCH BANKING AND TRUST COMPANY; AUTHORIZING THE LEASE PURCHASE FINANCING OF THE ACQUISITION OF CERTAIN EQUIPMENT HEREIN DESCRIBED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ACQUISITION FUND AGREEMENT; AUTHORIZING THE EXECUTION OF SUCH OTHER DOCUMENTS AS MAY BE NECESSARY TO COMPLETE THE TRANSACTIONS CONTEMPLATED HEREBY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Florida League of Cities, Inc. (the "Sponsor") is a Florida not-pro t corporation; and WHEREAS, the Sponsor has determined that there is substantial need within e State for a lease-purchase financing program (the "Program") which will provide r otherwise arrange for the lease-purchase financing of qualifying equipment for participa ' g local governments;and WHEREAS, the Sponsor has determined that the public interest will best be serve and can be more advantageously obtained by the Sponsor's administering the Program;an WHEREAS, the City of Zephyrhills, Florida (the "Lessee") is authorized pursuant o the hereinafter defined Act to lease, acquire and install personal property, and to finance e same,in order to minimize the costs of the Lessee's operations;and WHEREAS, the Lessee desires the Sponsor facilitate the lease-purchase financing f the Equipment;and WHEREAS,the Lessee deems it necessary, desirable and in the best financial interest of the Lessee and its inhabitants that it enter into, a Master Equipment Lease/Purcha e Agreement by and among the Lessee, Branch Banking and Trust Company (the "Lessor') and the Sponsor (the "Agreement"), subject to the terms and conditions thereof and for e purposes set forth therein, to provide for the lease and purchase from time to time f equipment essential to the governmental, municipal or public purposes or functions of e Lessee or to the services the Lessee provides its inhabitants;and WHEREAS, the Lessee has an immediate need for equipment related to its utili system, including but not limited to replacement of all meters with RFD meters, da a collection towers, and software systems (the "Equipment") for the welfare of its citizen , and it is in the best financial interest of the Lessee that the Equipment be leased pursuant o the Agreement;and WHEREAS, obligations of Lessee will be subject to annual appropriation;and WHEREAS, the Lessee is authorized and empowered by the Act to enter in o transactions such as those contemplated by the Agreement and to fully perform i s obligations thereunder in order to lease purchase the Equipment; and WHEREAS,the small size of the lease financing,current market conditions and other circumstances require that the Agreement and the leases of equipment thereunder e entered into pursuant to a private negotiated transaction rather than offered by competiti e bid;and WHEREAS, the Lessee now desires to (i) authorize and approve the form of the Agreement, any exhibits attached thereto, and any other related documents, (collectively, the "Financing Documents"), (ii) the execution and delivery of the Financing Documents and(iii)provide additional limited general authority. NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ZEPHYRHILLS,FLORIDA,AS FOLLOWS: Section 1. Authority for Resolution. This Resolution is adopted pursuant to the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the City of Zephyrhills, and other applicable provisions of law(collectively, the"Act"). Section 2. Definitions. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Agreement. Section 3. Findings. It is hereby ascertained, determined and declared that: (a) Pursuant to Article VII, Section 12 of the Constitution of the State of Florida the Lessee may execute and deliver lease/purchase agreements payable from legally available sources (including ad valorem taxation) without approval by a vote of the electors if the Lessee is not legally obligated beyond 12 months. (b) The Agreement does not legally obligate the Lessee beyond 12 months,because it is subject to annual appropriation in the manner and to the extent described therein, and the Lessee's obligation under the Agreement constitutes a current expense and shall in no way be construed to be a debt of the Lessee. (c) The Lessee deems it a public purpose and deems it necessary, beneficial and in its best interest to provide for the execution and delivery of the Financing Documents to finance the lease purchase of the Equipment. (d) The costs associated with the execution and delivery of the Agreement shall be deemed to include legal fees and expenses, financial advisory fees and expenses, and such other expenses as may be necessary or incidental for the lease-purchase financing herein authorized. Section 4. Authorization of Lease-Purchase Financing and Financing Documents. (a) The Lessee is hereby authorized to execute and deliver the Financing Documents, provided that the aggregate principal amount of all lease payments shall not to exceed $7,350,000; the term of the Lease shall end on or before ten (10) years after the execution of the financing documents, and the interest rate component of the lease payments shall not exceed 2.500%. (b) Because of the characteristics of the Agreement, prevailing market conditions, and additional savings to be realized from an expeditious execution and delivery of the Agreement, it is in the best interest of the Lessee to execute and deliver the Agreement in a private negotiated transaction. Prior to the execution and delivery of the Agreement, only to the extent required by the Act, the Lessee shall receive a Disclosure Letter from the Lessor containing the information required by Section 218.385,Florida Statutes, a form of which is attached hereto as Exhibit A. (c) The Financing Documents, substantially in the forms attached hereto as composite Exhibit B, are hereby approved, with such omissions, insertions and variations as may be approved on behalf of the Lessee by the President of the City Council after consultation with the City Manager, the Lessee Attorney and Bond Counsel, such approval to be evidenced conclusively by the President of the City Council's execution thereof. The President of the City Council is hereby authorized 2 to execute and deliver the Agreement, substantially in the forms attached hereto a composite Exhibit B, to be attested under seal by the City Clerk, and for the Lease Attorney to designate such Financing Documents legal in form and valid as drawn. r Section 5. Bank Qualification. The Lessee hereby designates the Lease as "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code. Th Lessee and any subordinate entities of the Lessee and any issuer of "tax-exempt" debt th t issues "on behalf of" the Lessee do not reasonably expect during the calendar year 2016 t issue more than $10,000,000 of "tax-exempt" obligations including the tax-exempt Leas , exclusive of any private activity bonds as defined in Section 141(a) of the Code (other th qualified 501(c)(3)bonds as defined in Section 145 of the Code). Section 6. Additional Authorizations; No Personal Liability. The Mayor, Ci Manager, City Attorney,Finance Director, Bond Counsel and such other officers, employee and agents of the Lessee as may be designated by the Lessee, are each designated as agen of the Lessee and are authorized and empowered, collectively or individually, to take a 1 action and steps and to execute all instruments, documents and contracts on behalf of th Lessee that are necessary or desirable in connection with the requirements hereof or wit the execution and delivery of the Financing Documents and which are specificall authorized or are not inconsistent with the terms and provisions of this Resolution or an action relating to the transaction contemplated hereunder. Such officers and those s designated are hereby charged with the responsibility for executing the Financin Documents and financing the lease purchase of the Equipment. No covenant, stipulation, obligation or agreement contained in this Resolution or the Financing Documents shall be deemed to be a covenant, stipulation, obligation agreement of any present or future member, agent or employee of the Lessee in his or h individual capacity, and neither the members of the City Council nor any person executin the Financing Documents shall be liable personally on the Agreement or shall be subject t any personal liability or accountability by reason of the execution and delivery of th Financing Documents. Section 7. Prerequisites Performed. The Lessee has performed all acts, condition , and things relating to the lease purchase of the Equipment as are required by the Act. Section 8. Prior Actions. The prior actions of the Lessee relating to the transactio contemplated hereunder, as well as all related subject matters and processes, are hereb ratified and affirmed. Section 9. Severability. If any provision of this Resolution shall be held or deeme to be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same sha not affect any other provision herein or render any other provision(or such provision in an other context) invalid, inoperative or unenforceable to any extent whatever. Section 10. Conflicts. All resolutions of the Lessee or parts thereof in confli t herewith,if any, are hereby repealed to the extent of such conflict. Section 11. Effective Date. This Resolution shall take effect immediately upon i adoption. The foregoing Resolution No. 719-16 was read and passed, following a publi hearing, in an open and regular meeting of the City Council of the City of Zephyrhill , Florida on this 28th day of March, 2016. ATTEST: Lori L. Hillman,City Clerk nneth .Burges J ., cil Presiders 3 The foregoing Resolution No. 719-16 was approved;by7his 9t1 day of March, 2016. Gejie Whitfield, Mlr Approved as to legal form and legal content for the sole benefit of the City of Zephyrhills Joseph A. Poblic 4