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2012-02-06 Authorize & Apprv Execution & Delivery of Master Equipment Lease AgreementRESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF PITTSYLVANIA, VIRGINIA AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF MASTER EQUIPMENT LEASE AGREEMENT 2012-02-06 WHEREAS, the Board of Supervisors of the County of Pittsylvania, Virginia (the "Board"), has determined that it is necessary and desirable to finance all or a portion of emergency 911 communication equipment and facilities (the "Equipment") for the County of Pittsylvania, Virginia (the "County"); WHEREAS, there has been presented to the Board a plan for the financing of the Equipment which would not create debt of the County for purposes of the Virginia Constitution; WHEREAS, the County has decided, pursuant to such financing plan, to enter into, execute and deliver a Master Equipment Lease Agreement and a Schedule No. 1 thereunder for the Equipment (collectively, the "Lease Purchase Agreement"), the payments under which are subject to appropriation by the Board; and WHEREAS, the provisions of the Lease Purchase Agreement will be in conformity with the terms of a proposal (the "Commitment") from Bank of America Public Capital Corp. (the "Bank"); NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF PITTSYLVANIA, VIRGINIA: 1. Authorization of Lease Purchase Agreement and Use of Proceeds. The County determines that it is advisable to accept the Commitment and execute and deliver the Lease Purchase Agreement to the Bank. The execution and delivery of the Lease Purchase Agreement are authorized and approved. 2. Details of Lease Purchase Agreement. The Lease Purchase Agreement shall be executed and delivered upon the terms and conditions set forth therein and in the Commitment and shall be dated the date of its execution and delivery. The interest components of the rental payments thereunder shall be determined based upon the rate of interest per annum of 2.50%, and the principal components of the rental payments thereunder shall be determined based upon a eleven year level principal amortization, with principal payments commencing on March 15, 2014 and continuing on each March 15 thereafter through March 15, 2024. Interest payments shall be made on each March 15 and September 15, commencing on September 15, 2012 and continuing through March 15, 2024. The amount of each principal and interest component of the rental payments shall be as set forth in the Lease Purchase Agreement. The proceeds of the Lease Purchase Agreement, which will be used to pay the purchase price of the Equipment, capitalized interest and costs of issuance, shall not exceed $13,600,000. Principal components of the rental payments under the Lease Purchase Agreement may be prepaid on or after March 15, 2018 in whole only, without premium or penalty, on any March 15 or September 15, upon thirty (30) days' written notice given by the County to the Bank, together with any interest due on the outstanding principal components so prepaid plus any accrued fees. 3. Form of Lease Purchase Agreement. The Lease Purchase Agreement is hereby approved, with such variations, insertions or deletions as may be approved by the Chairman or the Vice Chairman of the Board or the County Administrator, any of whom may act. All payments under the Lease Purchase Agreement are subject to appropriation by the Board, and the Board is not, under any circumstances, obligated to make such appropriations. 4. Execution and Delivery of Lease Purchase Agreement. The Chairman and the Vice Chairman of the Board and the County Administrator, any of whom may act, are each authorized and directed to execute the Lease Purchase Agreement. The Clerk of the County is authorized and directed to affix the seal of the County to the executed Lease Purchase Agreement (if required) and to attest it and then to deliver the Lease Purchase Agreement to the Bank. 5. Official Action. The Board hereby makes this declaration of official intent under Treasury Regulations Section 1.150-2 and declares that the County intends to reimburse itself with the proceeds of the Lease Purchase Agreement for expenditures made on, after or within 60 days prior to the date hereof with respect to the Equipment, except that expenditures made more than 60 days prior to the date hereof may be reimbursed as to certain de minimis or preliminary expenditures described in Treasury Regulations Section 1.150-2(f) and as to other expenditures permitted under applicable Treasury Regulations. 6. Further Actions. The Chairman and the Vice Chairman of the Board and the County Administrator, and such officers and agents of the County as may be designated by any of them, are authorized and directed to take such further actions as they deem necessary regarding the execution and delivery of the Lease Purchase Agreement and the grant of a security interest in the Equipment and in any currently existing emergency 911 communications equipment and facilities owned by the County (the "Old Equipment"), including, without limitation, the execution and delivery of (i) the exhibits to the Lease Purchase Agreement including the Acquisition Fund and Account Control Agreement, (ii) an assignment of any contracts related to the Equipment, (iii) deeds of easement with respect to properties upon which the Equipment is to be located and the Old Equipment is located and (iv) closing documents and certificates including a Form 8038-G, aNon-Arbitrage Certificate and a Tax Certificate. All such actions previously taken by the Chairman, the Vice Chairman, the County Administrator or such officers and agents are hereby approved, ratified and confirmed. 7. Selection of Bond Counsel. The County hereby consents to Troutman Sanders LLP serving as Bond Counsel to the County in connection with the execution and delivery of the Lease Purchase Agreement. 8. Essentiality of Equipment. The Equipment is hereby declared to be essential to the efficient operation of the County, and the Board anticipates that the Equipment will continue to be essential to the operation of the County during the term of the Lease Purchase Agreement. The Board, while recognizing that it is not empowered to make any binding commitment to make appropriations beyond the current fiscal year, hereby states its intent to make annual appropriations in future fiscal years in amounts sufficient to make all payments under the Lease Purchase Agreement and hereby recommends that future Boards do likewise during the term of the Lease Purchase Agreement. -2- 9. Submission of Appropriation Request. The County Administrator is hereby directed to submit for each fiscal year a request to the Board for an appropriation in an amount equal to the payments becoming due on the Lease Purchase Agreement in the next fiscal year. Nothing in this Resolution shall obligate the Board to make such appropriation or shall constitute a pledge of the full faith and credit of the County beyond the constitutionally permitted annual appropriations. 10. Fees and Costs. All expenses incurred by the Bank, the County and legal counsel in connection with the execution and delivery of the Lease Purchase Agreement shall be paid by the County, regardless of whether the Lease Purchase Agreement is executed and delivered. 11. Limitation of Liability of Officials of the County. No covenant, condition, agreement or obligation contained herein shall be deemed to be a covenant, condition, agreement or obligation of an officer, employee or agent of the County in his or her individual capacity, and no officer of the County executing the Lease Purchase Agreement shall be liable personally on the Lease Purchase Agreement or be subject to any personal liability or accountability by reason of the execution and delivery thereof. No officer, employee or agent of the County shall incur any personal liability with respect to any other action taken by him or her pursuant to this Resolution, provided he or she acts in good faith. 12. Contract with Bank. The provisions of this Resolution shall constitute a contract between the County and the Bank for so long as the Lease Purchase Agreement is outstanding. This Resolution may not be amended by the County in any manner without the consent of the Bank, except to cure any defect, error, omission or ambiguity herein. 13. Effective Date. This Resolution shall take effect immediately. -3- CERTIFICATE The undersigned Clerk of the Board of Supervisors of the County of Pittsylvania, Virginia, does hereby certify that the foregoing constitutes a true and correct extract from the minutes of a meeting of the Boazd held on February 21, 2012, and of the whole thereof so far as applicable to the matters referred to in such extract. I hereby further certify that such meeting was a regularly scheduled meeting and that, during the consideration of the foregoing Resolution, a quorum was present. The vote of the members of the Board upon the foregoing Resolution was as follows: Member Present/Absent Vote Tim R. Barber James Snead Jerry A. Hagerman Coy E. Harville Marshall A. Ecker Jessie L. Barksdale Brenda H. Bowman YES YES YES YES YEs YES YEs WITNESS MY HAND and the seal of the County of February, 2012. ~ Clerk, Board of Supenv, Pittsylvania, Virginia AYE AYE AYE AYE AYE AYE AYE Virginia, this a ! day -4-