HomeMy WebLinkAbout15-247EXECUTION COPY
RESOLUTION NO. 2015-247
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS
OF ST. LUCIE COUNTY, FLORIDA AUTHORIZING THE
EXECUTION AND DELIVERY OF THE FORM OF ATTACHED
EQUIPMENT LEASE/PURCHASE AGREEMENT BETWEEN THE
COUNTY AND BANC OF AMERICA PUBLIC CAPITAL CORP.;
AUTHORIZING THE EXECUTION OF AN ESCROW AGREEMENT
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 125.01, 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 an
Equipment Lease/Purchase Agreement and an Escrow Agreement in connection therewith.
C. In accordance with the provisions of Part III, Chapter 218, Florida Statutes, a
negotiated sale of the County's obligation under the Agreement is in the best interest of the
County because of the flexibility available in structuring the Agreement and its terms,
SECTION 3. APPROVAL OF EQUIPMENT LEASE/PURCHASE AGREEMENT
AND SCHEDULE. The Equipment Lease/Purchase Agreement (the "Agreement"), including
the form of Schedule of Property and Rental Payment Schedule attached thereto, and the Escrow
Agreement (the "Escrow Agreement") 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 Agreement and Escrow Agreement, 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 Escrow
Agreement and any related exhibits attached thereto if and when required.
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 and
Escrow Agreement to carry out, give effect to and consummate the transactions contemplated
thereby (including the execution and delivery of Final Acceptance Certificates 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.
SECTION 5. NO GENERAL LIABILITY. Nothing contained in this Resolution, the
Agreement, the 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, the 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 the
Agreement are limited obligations of the County, subject to annual appropriation, as provided in
the Agreement.
SECTION b. 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 the Agreement and 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 or Escrow Agreement.
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.
-2-
PASSED AND ADOPTED this I" day of December, 2015.
ATTEST:
J
- ��
ph E. S ith
Its: Ex -Officio Clerk
BOARD OF COUNTY COMMISSIONERS
ST. LUCIE COUNTY, FLORJDA
Chair
512
EXHIBIT A
FORM OF EQUIPMENT LEASE/PURCHASE AGREEMENT
A-1
EXHIBIT B
FORM OF ESCROW AGREEMENT
CLERK'S CERTIFICATE REGARDING RESOLUTION NO. 2015-247
I, 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 RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA AUTHORIZING THE
EXECUTION AND DELIVERY OF THE FORM OF ATTACHED EQUIPMENT
LEASE/PURCHASE AGREEMENT BETWEEN THE COUNTY AND BANC OF AMERICA
PUBLIC CAPITAL CORP.; AUTHORIZING THE EXECUTION OF AN ESCROW
AGREEMENT AND THE LEASING OF CERTAIN EQUIPMENT AS DESCRIBED
THEREIN; PROVIDING FOR REPEAL OF INCONSISTENT PROVISIONS; PROVIDING
FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE;" adopted at a meeting of
the Board of County Commissioners duly called and held on December 1, 2015, 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, 1 have hereunto set my hand and affixed the official seal of
the County as of the 8"' day of December, 2015.
A'-ofthjJ
. h -Q-j v
(SEAL) rCircuit Court, ex officio Clerk of the
Board of County Commissioners of St. Lucie
County, Florida