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2009-04 Lease/Purchase Agreement RESOLUTION NO. 09-04 • A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OKEECHOBEE, FLORIDA, AUTHORIZING THE LEASE- FINANCING OF CERTAIN EQUIPMENT THROUGH EXECUTION OF A MASTER LEASE-PURCHASE AGREEMENT WITH KEY GOVERNMENT FINANCE, INC.; PROVIDING FOR THE PAYMENT OF THE LEASE PAYMENTS; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, be it resolved before the City Council for the City of Okeechobee, Florida; presented at a duly advertised public meeting; and passed by majority vote of the City Council; and properly executed by the Mayor or designee, as Chief Presiding Officer for the City that: SECTION 1. Authority for this Resolution. This Resolution is adopted pursuant to the Constitution and laws of the State of Florida, including particularly Chapter 166, Part II, Florida Statutes, and other applicable provisions of law (hereinafter collectively referred to as the "Act"). SECTION 2. Findings. It is hereby ascertained, found, determined and declared by the City of Okeechobee, Florida, (the "Lessee") that: (a) It is necessary, desirable, and in the best interest of the Lessee and its inhabitants that the Lessee acquire the equipment described in Exhibit A hereto (the "Equipment") and pay for such acquisition through a lease-purchase financing structure pursuant to a Master Lease-Purchase Agreement (the "Lease-Purchase Agreement") between the Lessee and Key Government Finance, Inc. (the "Lessor"). (b) The Lessee is authorized and empowered by the Act to enter into transactions such as that contemplated by the Lease-Purchase Agreement and to fully perform its obligations thereunder in order to acquire the Equipment. (c) The execution and delivery of the Lease-Purchase Agreement by the Lessee will comply with all of the provisions of the Act. (d) The Lessee has requested proposals from financial institutions and has determined that the terms proposed by the Lessor are in the best interest of the Lessee consistent with the request for proposals issued for this purpose. SECTION 3. Authorization of Equipment. The lease-financing of the Equipment is hereby authorized, pursuant to the provisions of a Lease-Purchase Agreement which shall contain terms consistent with the proposal of the Lessor attached hereto as Exhibit • B. Resolution No. 09-04 Page 1 of 6 SECTION 4. Approval of Lease-Purchase Agreement. The Lessee hereby authorizes and directs its Mayor or City Manager to execute and deliver, and the City Clerk of the Lessee to attest under the seal of the Lessee, a Lease-Purchase Agreement, all of the provisions of which, when executed and delivered by the Lessee as authorized herein and by the Lessor, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. The Lease Purchase Agreement shall be in such form as approved by the Mayor or City Manager, such approval to be conclusively presumed by the execution thereof. The rent payments to be paid under the Lease-Purchase Agreement and the other terms of the Lease- Purchase Agreement shall be consistent with the proposal of the Lessor attached hereto as Exhibit B. SECTION 5. Designation as Qualified Small Issuer Obligation. The Lessee (including all subordinate entities which issue tax-exempt debt on behalf of the Lessee) does not reasonably anticipate issuing tax-exempt obligations in excess of $10,000,000 during the current calendar year. The Lessee does hereby designate the obligation to lease the Equipment pursuant to the Lease-Purchase Agreement as a qualified tax-exempt obligation under Section 265(b)(3) of the Internal Revenue Code of 1986. SECTION 6. Pledge of Lease Proceeds. In order to provide for acquisition of the Equipment, the Lessor shall pay the proceeds of the Lease to Lessee. The Lessee covenants and agrees to establish a separate fund in a bank or trust company in the State of Florida, which is eligible under the laws of such State to receive funds of the Lessee, to be known as the City of Okeechobee, Florida, Equipment Acquisition Fund, which shall be used only for the payment of the cost of acquisition of the Equipment. Moneys in the Equipment Acquisition Fund, until applied in payment of the cost of Equipment as provided in the Lease, shall be held in trust by the Lessee and shall be subject to a lien and charge in favor of the Lessor and shall not be subject to any lien or pledge in favor of any person other than Lessor. Lessee does hereby irrevocably pledge the Equipment Acquisition Fund to payment of its obligations under the Lease in accordance with the terms thereof. SECTION 7. Further Action. The proper officers of the Lessee are hereby authorized, empowered and directed to take all such further action and to execute such additional documents as they deem advisable to carry out the purposes of this Resolution. SECTION 8. Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions contained in this Resolution or the Lease-Purchase Agreement, or any other document or agreement hereby authorized shall be held contrary to any express provision of law, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Lease-Purchase Agreement, or any other document or agreement hereby authorized. Resolution No. 09-04 Page 2 of 6 SECTION 9. Succession of Officer of Lessee, Performance of Duties. In the event that the office • of any officer of the Lessee mentioned in this Resolution shall be abolished or any two or more of such offices shall be merged or consolidated, or in the event of a vacancy in any such office by reason of death, resignation, removal from office or otherwise, or in the event any such officer shall become incapable of performing the duties of his/her office by reason of sickness, absence from the Lessee or otherwise, all powers conferred and all obligations and duties imposed upon such officer shall be performed by the officer succeeding to the principal functions thereof or by the officer upon whom such powers, obligations and duties shall be imposed by law. SECTION 10. Benefit of Resolution Limited. Except as herein otherwise expressly provided, nothing in this Resolution, express or implied, is intended or shall be construed to confer upon any person, firm or corporation other than the Lessee and the Lessor (or its assigns) any right, remedy or claim, legal or equitable, under or by reason of this Resolution or any provision thereof, this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the Lessee and the Lessor (or its assigns). SECTION 11. Successors and Assigns. All the covenants, promises and agreements in this Resolution contained by or on behalf of the Lessee shall bind and inure to the benefit of its successors and assigns, whether so expressed or not. SECTION 12. Repealing Clause. All resolutions, or parts thereof, or other official actions of the Lessee in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. SECTION 13. Effective Date. This Resolution shall take effect immediately upon adoption. INTRODUCED AND ADOPTED in regular session this 3rd day of February, 2009. ATTEST: James E. Kirk, Mayor Lane Gamiotea, CMC, City Clerk REVIEWED FOR LEGAL SUFFICIENCY: John R. Cook, City Attorney • Resolution No. 09-04 Page 3 of 6 STATE OF FLORIDA COUNTY OF OKEECHOBEE I, Lane Gamiotea, City Clerk of the City of Okeechobee, Florida, do hereby certify that the above and foregoing is a true and correct copy of a resolution as the same was duly adopted at a meeting of the City Council held on the 3rd day of February, 2009, and as the same appears on record in my office. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 3rd day of February, 2009. Cep Lane Gamiotea, City Clerk (SEAL). Resolution No. 09-04 Page 4 of 6 RESOLUTION NO. 09-04 - EXHIBIT A Description of Equipment • (17) 2009 Ford Crown Victoria Police Cars with Full Wheel Covers and Left Hand Spotlights (5) 2009 Dodge Charger Police Cars with V6 Engines and Spotlights • Resolution No. 09-04 Page 5 of 6 RESOLUTION NO. 09-04 - EXHIBIT B Lessor Proposal Resolution No. 09-04 Page 6 of 6