HomeMy Public PortalAbout2011-01 Rescinding reso 2010-52 Authorizing the purchase of 13 vehicles and emergency equipment for the VKB Police DepartmentRESOLUTION NO. 2011-1
A CAPITAL PROJECT AUTHORIZING RESOLUTION OF
THE VILLAGE COUNCIL OF THE VILLAGE OF KEY
BISCAYNE, FLORIDA, AUTHORIZING THE PURCHASE OF
13 POLICE VEHICLES AND ACCOMPANYING
EMERGENCY EQUIPMENT FOR THE VILLAGE POLICE
DEPARTMENT; AUTHORIZING THE VILLAGE MANAGER
TO ENTER INTO A LEASE PURCHASE RELATED TO THE
SAME; RESCINDING RESOLUTION NO. 2010-52; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on December 7, 2010, the Village Council adopted Resolution 2010-52, which
authorized the purchase of 13 police vehicles and accompanying emergency equipment, subject to
the condition that if a better interest rate could be obtained, that the purchase would be brought back
to the Village Council for a new approval of the lower financing interest rate; and
WHEREAS, the Village's Financial Advisor sent out a Request for Interest to several banks
in an effort to obtain a lower interest rate; and
WHEREAS, the Village received a proposal from TD Equipment Finance, Inc. ("TD"),
which provided for a lower interest rate, a copy of which is attached as Exhibit "A" (the "Proposal");
and
WHEREAS, the Village Council desires to lease purchase 13 police vehicles and
accompanying emergency equipment (the "Equipment") in substantially accordance with the terms
of the Proposal; and
WHEREAS, the Village has taken the necessary steps, including those relating to any
applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and
WHEREAS, the Village does not reasonably anticipate that it will issue, and it has not
budgeted the issuance of, tax-exempt obligations to be issued by it in the calendar year ending
December 31, 2011, which will exceed $10,000,000, including the obligations authorized herein;
and
WHEREAS, the Village Council authorizes the Village Manager to enter into a lease
purchase in substantially accordance with the terms of the Proposal, subject to the approval of the
Village Attorney as to form and legal sufficiency; and
WHEREAS, the Village Council desires to rescind Resolution No. 2010-52 given that a
lower financing interest rate has been obtained; and
WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare of the
residents of the Village.
NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE VILLAGE COUNCIL
OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. That each of the recitals stated above is hereby adopted
and confirmed.
Section 2. Capital Project Authorizing Resolution. That pursuant to Village Charter
Section 3.07(b), this Resolution shall constitute a Capital Project Authorizing Resolution. The
Capital Project is the purchase of the Equipment for the Police Department in substantially
accordance with the Proposal attached as Exhibit "A."
Section 3. Village Manager Authorized. That the Village Manager is hereby authorized
to enter into a lease purchase with TD for the purchase of the Equipment in substantially accordance
with the terms of the Proposal attached as Exhibit "A," subject to the approval of the Village
Attorney as to form and legal sufficiency. The lease shall be designated as a "qualified tax-exempt
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obligation," as defined in and for the purposes of Section 265(b)(3) of the Internal Revenue Code
of 1986, as amended.
Section 4. Rescind of Resolution No. 2010-52. That the Village Council hereby
rescinds Resolution No. 2010-52.
Section 5. Effective Date. That this Resolution shall be effective immediately upon
adoption hereof.
PASSED AND ADOPTED this 1 lth day of January, 2111. A
OR FRANKL ' H. CAPLAN
ATT
7k/6/ZAP
CONCHITA H. ALVAREZ, MMC, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
VILLAGE AT 0
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EXHIBIT "A"
Equipment Finance
TD Equipment Finance, Inc.
2059 Springdale Road
Cherry Hill, NJ 08003
CONFIDENTIAL
January 12, 2011
Village of Key Biscayne
88 W McIntyre
Key Biscayne, FL 33149
Proposal for 13 New Police Vehicles & Accompanying Emergency Equipment
Dear Ms. Lourdes Reyes Abadin
Thank you for this opportunity to bid on your request for a Municipal Lease Purchase
("Lease") in the amount of $321,680.85. TD Equipment Finance, Inc. is pleased to offer
the Lease subject to the following terms and conditions:
1. Lessor
2. Lessee
3. Equipment
Description
4. Maximum
Purchase Price
5. Term
6. Initial Interest
Period
7. Tax-exempt
Interest Rate
8. Index
TD Equipment Finance, Inc., or its designee ("Lessor")
Village of Key Biscayne
13 New Police Vehicles and emergency equipment
$321,680.85
a) Commencement Date: The lease shall commence upon
Lessee's acceptance of the equipment, but in no event later
than June 30, 2011
b) Lease Term: 4 Annual payments in advance
c) Payment Amount: $82,824.54
d) Payments Due: compounded monthly
e) Prepayment: The lease may be prepaid at any time.
without penalty, assuming no default event exists .
Lessee will pay interim interest from the transaction funding
date to the lease commencement date, as the structure
requires. The rental will accrue at the daily interest rate
equivalent.
2.00%
The tax-exempt rate will be set three (3) business days prior
to the funding date (or such other date as determined by
(Lessor and Lessee). The payment amount is based upon
9. Purchase Option
10. Structure
11. Municipal Lease
Purchase
12. Tax Status
13. Legal Opinion
14. Costs & Expenses
14. Insurance
15. Warranties
a 4 Year SWAP rate of as of 1/4/2011. The payments will
be adjusted on, or about, the commencement date to reflect
any change in the index in effect at that time. Thereafter,
the payments will be fixed for the duration of the lease term.
SWAP rates are published daily in the Federal Reserve's H-
15 Statistical Release report which may be found at
www.federalreserve.qov/releases/h15/update.
Lessee will purchase all, but not less than all, of the
equipment for $1.00
The Lease shall be subject to, and contain a non -
appropriation clause; and, the Lessor will require bona fide
best efforts by Lessee to include all payments under this
master lease purchase in all its budget requests during
each lease term in accordance with the terms of the Lease.
This lease shall be considered a "Municipal Lease
Purchase" by all parties. The Lessee will represent and
warrant that it is a state or a political sub -division thereof,
within the meaning of Section 103(c) of the Internal
Revenue Code of 1986, as amended (the "Code") and that
the lease will constitute an obligation of Lessee as
described in Section 103(a) of the Code.
This agreement is a qualified tax exempt obligation under
Section 265 (b) (3) of the Internal Revenue Code of 1986.
The interest portion of the payments under this Lease will
not be includable in the gross income of the Lessor for
federal income taxation purposes. The Lessee will supply at
closing a tax opinion from qualified bond counsel.
This transaction is subject to a legal opinion which must
include a statement that the lease represents a valid and
binding obligation of the Lessee.
Lessee shall be responsible for all fees, costs and
disbursements incurred by Lessor in connection herewith,
including, but not limited to all fees and disbursements of
counsel to Lessor (if any), and all filing and search fees, up
to $1,800.00.
Lessee shall bear all risk of loss, damage and liability to the
Equipment and Lessee shall be responsible to keep the
Equipment insured or self -insured in a form indicated in
section 16 of the sample the Lease.
Lessor shall lease the Equipment to Lessee without
representation or warranty on an "AS IS BASIS". However,
Lessor shall assign to Lessee all warranties, guarantees
and services provided by the manufacturer(s) and/or
vendor(s) to the extent that they can be assigned. LESSOR
SHALL NOT BE RESPONSIBLE FOR PROVIDING ANY
OF THE FOREGOING.
16. Lease Documents All legal matters, and all documents to be executed in
connection herewith, shall be in satisfactory form and
substance to Lessor, or Lessor's counsel, as may be the
case, in its sole discretion.
17. Lessor's This lease proposal is subject to final credit review, and not,
Proposal/Financial nor should it be construed as, a commitment by Lessor or
Information any affiliate to enter into the proposed lease transaction. In
order to complete its credit due diligence, Lessee shall
provide Lessor with the following:
- Three years most current audited annual financial
statements, and shall be furnished annually
thereafter, if not otherwise published on the Lessee's
website
- Copy of meeting minutes
- Copy of budget
- Other supporting data as may be requested
18. Authorization Lessee acknowledges and agrees that Lessor may furnish
all Lessee -presented information, financials, analysis, and
related credit and review materials to its employees,
counsel and agents, as well as its participants and/or
assigns. Lessee authorizes Lessor to contact TD Bank,
N.A. and other references of Lessee, and to order any and
all credit checks and investigative reports, all as Lessor
deems necessary in connection with the evaluation of the
transaction.
19. General The Lease will be a "Triple Net Lease" in which the Lessee
will be responsible for all expenses relating to the
Equipment including, but not limited to, Equipment
maintenance, insurance coverage, and all taxes (e.g. sales,
use and personal property).
The Lessor will carry any and all insurance coverage
required by Lessor in accordance with the Lease.
This proposal is not intended to and does not create any
binding legal obligation on the part of either party. Lessor
shall not be required to enter into the proposed lease
transaction until the execution and receipt of this proposal;
all necessary lease documentation completed in a form
satisfactory to the Lessor, Lessor verifies the Equipment
specifications including, but not limited to, model number,
number of units, installation costs, year of manufacturing
and maintenance contracts; and approves the final
Equipment configuration, acceptance of the financing; and
full acceptance of the equipment by Lessee.
20. Expiration
TD Equipment Finance, Inc. complies with Section 326 of
the USA Patriot Act. This law mandates that we verify
certain information about the Lessee while processing any
lease request.
This lease proposal shall expire, if not accepted by a
qualified official by 5:00 pm, on January 20, 2011
Thank you for this opportunity to present our lease proposal to you. If these terms are
acceptable to you, please sign and return it with the requested credit information.
Please feel free to address any questions or comments with me. My contact
information follows for your convenience.
Sincerely,
J. Robert Heron
Regional Manager
TD Equipment Finance, Inc.
2059 Springdale Road
Cherry Hill, NJ 08003
/encl.