Ordinance 10-1953 ORDINANCE NO. 10 -1953
AN ORDINANCE OF THE CITY OF LONGWOOD, FLORIDA,
APPROVING AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A FIRST AMENDED MASTER LEASE
AGREEMENT BETWEEN SUNTRUST EQUIPMENT FINANCE &
LEASING CORP. AND THE CITY OF LONGWOOD, AN
EQUIPMENT SCHEDULE NO. 3 TO FIRST AMENDED MASTER
LEASE AGREEMENT, AN ESCROW AGREEMENT, AND
RELATED INSTRUMENTS, AND DETERMINING OTHER
MATTERS IN CONNECTION THEREWITH; PROVIDING FOR
CONFLICTS, SEVERABILITY AND AN EFFECTIVE DATE.
WHEREAS, the governing body of the City of Longwood, Florida ( "Lessee" or "City ")
desires to obtain certain equipment (the "Equipment ") described in the Equipment Schedule No.
03 to the First Amended Master Lease Agreement (collectively, the "Lease ") with SUNTRUST
EQUIPMENT FINANCE & LEASING CORP., the form of which has been available for review
by the governing body of Lessee prior to adoption of this Ordinance; and
WHEREAS, the City and SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
desire to amend, supersede and replace the Master Lease Agreement between Suntrust Leasing
Corporation and the City of Longwood dated June 29, 2006, in accordance with the First
Amended Master Lease Agreement between City and SUNTRUST EQUIPMENT FINANCE &
LEASING CORP. attached to this Ordinance; and
WHEREAS, the City Commission desires to ratify the Master Lease Agreement and the
two previous Equipment Schedules (No. 1 and No. 2) under said Master Lease Agreement, as
amended, superseded and replaced by the First Amended Master Lease Agreement; and
WHEREAS, the Equipment is essential for the Lessee to perform its governmental
functions; and
WHEREAS, the funds made available under the Lease will be deposited with
SUNTRUST BANK (the "Escrow Agent ") pursuant to an Escrow Agreement between Lessee
and the Escrow Agent (the Escrow Agreement ") and will be applied to the acquisition of the
Equipment in accordance with said Escrow Agreement; and
WHEREAS, Lessee has taken the necessary steps, including those relating to any
applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and
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WHEREAS, Lessee proposes to enter into the First Amended Master Lease Agreement
and Lease with SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and the Escrow
Agreement with the Escrow Agent substantially in the forms attached to this Ordinance; and
WHEREAS, the City Commission finds that entering into and approving First Amended
Master Lease Agreement, the Lease, the Escrow Agreement and other related instruments
generally in the forms attached to this Ordinance (collectively, the "Financing Documents ") are
in the best interests of the Lessee for the acquisition of the Equipment.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE
CITY OF LONGWOOD, FLORIDA AS FOLLOWS:
Section 1. Recitals. The above recitals are true and correct and constitute the City
Commission's findings.
Section 2. Approval. The Financing Documents and the acquisition and financing of
the Equipment under the terms and conditions as described in the Financing Documents attached
to this Ordinance are hereby approved. The Master Lease Agreement between Suntrust Leasing
Corporation and the City of Longwood dated June 29, 2006 and the two previous Equipment
Schedules (No. 1 and No. 2) under said Master Lease Agreement are hereby ratified, as
amended, superseded and replaced by the First Amended Master Lease Agreement approved by
this Ordinance. The Mayor and any other officer of the City of Longwood who shall have the
power to execute contracts on behalf of the City be, and each of them hereby is, authorized to
execute, acknowledge and deliver the Financing Documents with any reasonable changes,
insertions and omissions therein as may be approved by the officers who execute the Financing
Documents. The City Clerk of the City of Longwood and any other officer of the City who shall
have the power to do so be, and each of them hereby is, authorized to affix the official seal of the
City of Longwood to the Financing Documents and attest the same. The proper officers of
Lessee be, and each of them is, authorized and directed to execute and deliver any and all papers,
instruments, opinions, certificates, affidavits and other documents and to do or caused to be done
any and all other acts and things necessary or proper for carrying out this Ordinance and the
Financing Documents.
Section 3. Qualified Tax - Exempt. Pursuant to Section 265(b) of the Internal Revenue
Code of 1986, as amended (the "Code "), Lessee hereby specifically designates the Lease as a
"qualified tax - exempt obligation" for purposes of Section 265(b)(3) of the Code.
Section 4. Conflicts. If any Ordinances or parts of thereof are in conflict herewith, this
Ordinance shall control to the extent of the conflict.
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Section 5. Severability. If any portion of this Ordinance is determined to void,
unconstitutional, or invalid by a court of competent jurisdiction, the remainder of this Ordinance
shall remain in full force and effect.
Section 6. Effective Date. This Ordinance shall take effect upon its second reading and
final adoption by City Commission.
FIRST READING: (\l, ir1he-r 1 2d,'
SECOND READING: L 6 2
PASSED AND ADOPTED this ip " day o(- 2010.
CITY COMMISSION
CITY OF LONGWOOD, LORMA
John C. Ma' , ;or
ATTEST:
Sarah M. Mirus, MBA, MMC, City Clerk
Approved as to form and legality for the use and reliance of the City of Longwood, Florida only.
Daniel W. Langl ty �'to.
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