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HomeMy WebLinkAboutResolution No. R2023-11RESOLUTION NO, R2023-11 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE - PURCHASE AGREEMENT WITH ZIONS BANCORPORATION, N.A., SALT LAKE CITY, UTAH IN THE AMOUNT OF NINE HUNDRED TWENTY-FIVE THOUSAND AND NO1100 DOLLARS ($925,000.00) AND TO TAKE FURTHER ACTIONS AS MAY REQUIRED IN CONNECTION WITH FINANCING AN AMBULANCE AND SCBA PACKS FOR EMERGENCY MEDICAL AND FIREFIGHTING SERVICES WITHIN THE CITY; APPROVING CERTAIN MATTERS RELATED THERETO; REPEALING ALL RESOLUTIONS OR PARTS OF RESOLUTIONS INCONSISTENT OR IN CONFLICT HEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council has determined that it is in the best interest of the public and a public purpose to finance the purchase of an ambulance and SCBA packs for emergency services within the City the "Project") with proceeds of a lease -purchase agreement; and WHEREAS, the City Council of the City of Friendswood (the "City") desires to enter into a master lease -purchase agreement with Zions Bancorporation, N.A., Salt Lake City, Utah, for such purpose; and WHEREAS, the City Council has reviewed the form of the Lease -Purchase Agreement and has found the terms and conditions thereof acceptable and are in the best interest of the City; and WHEREAS, the City has complied with all applicable law concerning the Lease -Purchase Agreement; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD, STATE OF TEXAS: Section 1. That the facts and matters set forth in the recitals of this resolution are hereby found to be true and correct. Section 2, That the City Council hereby determines that the Project slrall be financed via a lease -purchase agreement ttuough Zions Bancorporation, N.A., Salt Lake City, Utah, in accordance with Exhibits "A" and "B," which are attached hereto and incorporated herein for all intents and purposes; provided that the amount financed shall not exceed NINE HUNDRED TWENTY-FIVE THOUSAND AND NO1100 DOLLARS ($925,000.00), the annual interest rate (in the absence of default or change in tax status) shall not exceed 4.45%, and the financing term shall not exceed five (5) years from closing. The Lease -Purchase Agreement together with all related documents for the closing of the financing (the "Financing Documents") will be consistent with the foregoing terms. Section 3. That the City Manager and his designees are hereby authorized and directed to execute and deliver all Financing Documents, and to take all such further action as they may consider necessary or desirable, to carry out the financing of the Project as contemplated herein. Section 4. All prior actions of the City and its officers in furtherance of the purposes of this resolution are hereby ratified, approved and confirmed. Section 5. All resolutions or parts of resolutions inconsistent or in conflict herewith are, to the extent of such inconsistency, hereby repealed. Section 6. That this resolution shall be effective immediately upon its passage and approval. PASSED, APPROVED and ADOPTED by the am ative vote of the City Council of the City of Friendswood on this the 31 day of April, 2023. �, . / IN APPROVED AS TO FORM: Q H:\City CouncilViesolutions\2023\04-03-2023\Resolution - Amegy Lease-Purchase.docz Exhibit "A" AMEGY BANK® City of Friendswood, Texas Equipment Lease Agreement, Series 2023 Summary of Proposed Terms Issuer: City of Friendswood, Texas Purchaser: Zions Bancorporation, N.A. Amount: $925,000 Purpose: The proceeds of the 2023 Lease will be used to fund various pieces of equipment to be used by the City's Volunteer Fire and EMS. Securi The 2023 Lease will be undertaken through an Equipment Lease Purchase Agreement directly between the City and the Zions Bancorporation, N.A. The City's undertaking to pay the lease payments under the Equipment Lease Purchase Agreement will be subject to and contingent upon annual appropriation by the City and an expression of the City's moral obligation to pay such debt service. Additionally, the payments under the Equipment Lease Purchase Agreement will be collateralized by a security interest in the Project. The City's undertaking will NOT constitute a pledge of the full faith and credit of the State or any of its political subdivisions, including the City. Maturity Date: March 1, 2028 Interest Payments: Annually on March 1, commencing March 1, 2024 Principal Payments: Annually March 1, 2024 through final maturity Interest Rate: 4.45%Fixed Rate, 30/360-day basis (BQ) Tax Status: Tax -Exempt Bank Qualified: Yes Optional Redemption: Callable any time at par plus accrued interest with 30 days' written notice Closing Date: April 25, 2023 Reporting Requirement: Audited financials to be provided within 270 days of fiscal year end. A IM44: OM Role of Bank as Purchaser: Purchaser is acting solely as Purchaser for its own account and not as a fiduciary for Issuer or in the capacity of broker, dealer, municipal securities underwriter or municipal Acquisition/Escrow Account: advisor. Purchaser has not provided, and will not provide, financial, legal, tax, accounting or other advice to or on behalf of Issuer with respect to the proposed Bond. Issuer shall represent in the Bond documentation that Issuer has sought and obtained financial, legal, tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters) with respect to the proposed Bond from its financial, legal and other advisors (and not Purchaser) to the extent that Issuer desired to obtain such advice. If applicable, should the City require that the proceeds of the financing be fully disbursed at closing and such disbursement shall not be made directly to any vendor of financed property, Zions Bank will require that such proceeds be deposited for disbursement into an acquisition fund or escrow account set up with a national or state -chartered bank authorized under applicable federal or state law to exercise trust powers. Deposit of such proceeds into a fund set up by state law for the investment of bond proceeds to comply with state money management requirements for municipalities and investment for arbitrage purposes may satisfy this requirement, so long as such fund is not held or controlled by the City. For our files, we would require copies of invoices or requisitions to drawdown funds. This is not an approval process to drawdown. An escrow or acquisition account shall not be required to the extent that such proceeds are being used to reimburse City for prior expenditures. If the City prefers the proceeds to be disbursed over time (e.g. a draw down), such an acquisition fund or escrow account may not be required. Purchaser Restrictions: The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the Bonds. The Purchaser will be expected to sign an Investor Letter acknowledging the same. A iwg ,Banka Exhibit "B" City of Friendswood, Texas $925,000 Equipment Lease, Series 2023 Reporting Requirement: Rate Lock: Bank Fee: MAC Fee: Optional Redemption: Credit Approval• In -House Legal Review: Other terms/conditions: Additional Proposal Terms Audited financials to be provided within 270 days of fiscal year end. Quoted rate is fixed for 25 days from the bid date. If closing does not occur within 25 days from the bid date, rates would reset to the prevailing market rate. The issuer is responsible for the Municipal Advisory Council of Texas (MAC) fee. Callable anytime at par plus accrued interest with 30 days' notice. This proposal has been credit reviewed but is subject to final credit approval. As such, this is not an agreement or commitment to lend. This proposal is subject to final in-house legal review. Bond Counsel will provide at closing, satisfactory to Zions Bancorporation, N. A. (The urchaser) the following: • Bond Opinion -addressed to Zions Bancorporation, N. A., satisfactory to the Purchaser dated the date of closing relating to a and validity of the note and the excludability of interest on the note from gross income of the holders thereof for federal tax purposes. • Resolution of Governing Body. • Issuer's Opinion -including no adverse litigation and Issuer to opine that the Issuer is duly ,and validly created (or included in Bond Counsel Opinion). • Certificate from authorized officers of the Issuer, in form and substance acceptable to the Purchaser, to the effect that the representations and information of the Issuer contained in this Purchase agreement delivered to us with respect to the Issuer are true and correct when made and as of the closing. • Acknowledgment of the costs of issuance budget with respect to the issuance of the bonds. • IRS Form 8038-G. • Purchaser presently intends to hold the Issue until maturity and does not intend to resell. Role of Bank as Purchaser: Purchaser is acting solely as Purchaser for its own account and not as a fiduciary for Issuer or in the capacity of broker, dealer, municipal securities underwriter or municipal advisor. Purchaser has not provided, and will not provide, financial, legal, tax, accounting or other advice to or on behalf of Issuer with respect to the proposed Bond. Issuer shall represent in the Bond documentation that Issuer has sought and obtained financial, legal, tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters) with respect to the proposed Bond from its financial, legal and other advisors (and not Purchaser) to the extent that Issuer desired to obtain such advice. Purchaser Restrictions: The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the Bonds. The Purchaser will be expected to sign an Investor Letter acknowledging the same. Exeunt Status: Pursuant to Section 2252.908(c)(4),Texos Government Code filing Form 1295 does Not apply to a contract with a publicly traded business entity, including a wholly Owned subsidiary of the business entity. Therefore, we are writing to confirm that Zions Bancorporation, N.A. is a publicly traded (NASDAQ: ZION) business entity and is included in the S&P 500 and NASDAQ Financial 100 indices and are not required to deliver to the Authority a Certificate of Interested Parties Form 1295.