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Home My WebLink About14-210EXECUTION COPY RESOLUTION NO. 14-210 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA AUTHORIZING THE EXECUTION AND DELIVERY OF THE FORM OF ATTACHED MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT BETWEEN THE COUNTY AND BANC OF AMERICA PUBLIC CAPITAL CORP.; AUTHORIZING THE EXECUTION OF LEASE SCHEDULE I AND THE LEASING OF CERTAIN EQUIPMENT AS DESCRIBED THEREIN; PROVIDING FOR REPEAL OF INCONSISTENT PROVISIONS; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, that: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to the provisions of Section 12.01, et seq., Florida Statutes, and other applicable provisions of law. SECTION 2. FINDINGS, It is hereby ascertained, determined and declared that: A. St. Lucie County, Florida (the "County") has obtained a proposal to provide the County with the necessary financing to provide for leasing from time to time of certain equipment by the County. B. It is necessary and desirable to provide for the execution and delivery of a Master Equipment Lease/Purchase Agreement and the execution and delivery of Lease Schedule No. 1 (the "Schedule") pursuant thereto. C. In accordance with the provisions of Part 111, Chapter 218, Florida Statutes, a negotiated sale of the County's obligation under the Schedule is in the best interest of the County because of the flexibility available in structuring the Schedule and its terms. SECTION 3. APPROVAL OF MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT AND SCHEDULE. The Master Fquipment Lease/Purchase Agreement (the "Agreement") and the Schedule in the forms attached hereto as Exhibits A and B, respectively, are hereby approved in substantially such forms, with such modifications as may be approved by the Chair or Vice Chair of the Board of County Commissioners of the County, such approval to be conclusively determined by his or her execution thereof, and the execution and delivery thereof by the Chair or Vice Chair of the Board of County Commissioners and the Clerk of the County who are hereby authorized to execute and deliver such instruments and to take such other actions as shall be necessary to execute the Master Equipment Lease/Purchase Agreement and Schedule is hereby authorized. The officials referenced above (the "Authorized Officials"), are each hereby authorized and directed to sign and deliver on behalf of the County the Agreement and each Schedule thereto under which a separate Lease (as defined in the Agreement) is created, each Rental Payment Schedule attached thereto and any related exhibits attached thereto if' and when required; provided holirever, that, without further authorization from the Board, (a) the aggregate principal component of Rental Payments under all leases entered into pursuant to the Agreement shall not exceed $3,000,000; (b) the maximum term under any Lease entered into pursuant to the Agreement shall not exceed seven years; and (c) the maximum interest rate used to determine the interest component of Rental Payments under each Lease shall not exceed the lesser of the maximum rate permitted by law or 4.0% per annum. The Authorized Officials may sign and deliver Leases to the Lessor on behalf of the County pursuant to the Agreement on such terms and conditions as they shall determine are in the best interests of the County up to the maximum aggregate principal component, maximum term and maximum interest rate provided above. The foregoing authorization shall remain in effect for a period of two years from the date hereof during which the Authorized Officials are authorized to sign and deliver Leases pursuant to the Agreement on the terms and conditions herein provided and to be provided in each such Lease. SECTION 4. OTHER ACTIONS AUTHORIZED. The officers and employees of the County shall take all action necessary or reasonably required by the parties to the Agreement to carry out, give effect to and consummate the transactions contemplated thereby (including the execution and delivery of Final Acceptance Certificates, Escrow Agreements and any tax certificate and agreement, as contemplated in the Agreement) 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 Agreement and each Lease. SECTION 5. NO GENERAL. LIABILITY. Nothing contained in this Resolution, the Agreement, any Lease, any Escrow Agreement nor any other instrument shall be construed with respect to the County as incurring a pecuniary liability or charge upon the general credit of the County or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Agreement, any Lease, any Escrow Agreement or any other instrument or document executed in connection therewith impose any pecuniary liability upon the County or any charge upon its general credit or against its taxing power, except to the extent that the Rental Payments payable under each Lease entered into pursuant to the Agreement are limited obligations of'the County, subject to annual appropriation, as provided in the Agreement. SECTION 6. APPOINTMENT OF AUTHORIZED COUNTY REPRESENTATIVES. The Chair or Vice -Chair of the Board of County Commissioners and the Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners of the County are each hereby designated to act as authorized representatives of the County for purposes of each Lease and the related Escrow Agreement until such time as the governing body of the County shall designate any other or different authorized representative for purposes of the Agreement and any Lease or Escrow Agreement. -2- SECTION 7. REPEAL OF INCONSISTENT PROVISIONS. All resolutions or parts thereof in conflict with this Resolution are hereby repealed to the extent of such conflict. SECTION 8. SEVERABILITY. In the event that any portion or section of this Resolution is determined to be invalid, illegal or unconstitutional by a court of competent jurisdiction, such decision shall in no manner affect the remaining portions or sections of this Resolution, which shall remain in full force and effect. SECTION 9. EFFECTIVE DATE. This Resolution shall take effect immediately upon its final passage and adoption. -3- PASSED AND ADOPTED this 18t' day of November, 2014. ATTEST: Joseph E. Smith Its: Ex -Officio Clerk BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA Its: Paula A. Lewi 0-tair -4- CLERK'S CERTIFICATE REGARDING RESOLUTION NO. 2014-210 1, Joseph E. Smith, the undersigned Clerk of the Circuit Court, ex officio Clerk of' the Board of County Commissioners of St. Lucie County, Florida (the "County"), DO HEREBY CERTIFY that: Attached hereto is a copy of "A RF,SOLUTION OF T1IE BOARD 01,000N"I'Y COMMISSIONERS OF ST. LUCID: COUNTY, FLORIDA AUTHORIZING "THE FXECU'l'ION AND DELIVERY OF 'THE FORM OF ATTACHED MASTER EQUIPMEN'T LEASE/PURCIIASE AGREEMENT BETWEEN THE COUNTY AND BANC OF AMERICA PUBLIC CAPITAI, CORP.; AUTHORIZING THE EXECUTION OF LEASE SCHEDULE I AND THE: LEASING OF CERTAIN EQUIPMENT AS DESCRIBED THEREIN; PROVIDING FOR REPEAL OF INCONSISTENT PROVISIONS: PROVIDING FOR SEVERABILITY; AND PROVIDING AN Ef Ff:C"I'IVE DATE;" adopted at a meeting of the Board of County Commissioners duly called and held on November 18, 2014, at which meeting a quorum was present and acting throughout, which resolution has been compared by me with the original thereof as recorded in the Minute Book of' said County and that said resolution is a true, complete and correct copy thereof, and said resolution has been duly adopted and has not been further modified, amended, supplemented or repealed and is in full force and effect on and as of the date hereof in the form attached hereto. IN WITNESS WHEREOF, I have hereunto set m}' hand and affixed the official seal of' the CountN as of the 25th day of'Novemher, 20141 i /j (SEAL) C of Aie Circuit Court, ex officio Clerk of the Board of County Commissioners of St. Lucie County, Florida Srgrmtarre iloge to C iei-V� Regardirvg Reswlunout Vo 2ttla-210