2291 RESOLUTION NO.
RESOLUTION AUTHORIZING AND APPROVING EXECUTION OF AN
EQUIPMENT-LEASE PURCHASE AGREEMENT WITH CADENCE EQUIPMENT
FINANCE,A DIVISION OF CADENCE BANK
WHEREAS, Council Members, the Governing Body (the "Governing Body") of City
of West Memphis, AR (the "Lessee"), acting for and on the behalf of the Lessee hereby finds,
determines and adjudicates as follows:
1. The Lessee desires to enter into an Equipment Lease - Purchase Agreement with the Lease
Schedule and Exhibits attached thereto in substantially the same form as attached hereto as Exhibit
"A" (collectively,the "Agreement")with Cadence Equipment Finance,a division of Cadence Bank
(the "Lessor"), for the purpose of leasing with an option to purchase the equipment as described
therein for the total cost specified therein (the "Equipment").
2. It is in the best interest of the public purposes of the Lessee that the Lessee lease with an
option to purchase the Equipment pursuant to and in accordance with the terms of the
Agreement; and
3. It is necessary for the Lessee to approve and authorize the Agreement.
NOW,THEREFORE, BE IT RESOLVED by the City Council of the City of West Memphis
for on behalf of Lessee as follows:
Section 1. The Agreement and Exhibits attached thereto in substantially the same form as
attached hereto as Exhibit "A" by and between the Lessor and the Lessee is hereby approved and
Marco M. McClendon, Mayor, (the "Authorized Officer") is hereby authorized and directed to
execute said Agreement on behalf of the Lessee.
Section 2. The Agreement is being issued in calendar year 2023.
Section 3. Neither any portion of the gross proceeds of the Agreement nor the Equipment
identified to the Agreement shall be used (directly or indirectly) in a trade or business carried on
by any person other than a governmental unit, except for such use as a member of the general
public.
Section 4. No portion of the rental payments identified in the Agreement (a) is secured,
directly or indirectly, by property used or to be used in a trade or business carried on by a person
other than a governmental unit, except for such use as a member of the general public, or by
payments in respect of such property; or (b) is to be derived from payments (whether or not to the
Lessee) in respect of property or borrowed money used or to be used for a trade or business carried
on by any person other than a governmental unit.
Section 5. No portion of the gross proceeds of the Agreement are used (directly or indirectly)
to make or finance loans to persons other than governmental units.
Section 6. The Authorized Officer is further authorized for and on behalf of the Governing
Body and the Lessee to do all things necessary in furtherance of the obligations of the Lessee
pursuant to the Agreement, including execution and delivery of all other documents necessary or
appropriate to carry out the transactions contemplated thereby in accordance with the terms and
provisions thereof.
Section 7. The Lessee desires to designate the Agreement as a "qualified tax-exempt
obligation" of the Lessee, as defined in Section 265(b)(3) of the Internal Revenue Code of 1986
(the "Code"). The aggregate face amount of all tax-exempt obligations (excluding private activity
bonds other than qualified 501(c)(3)bonds)issued or to be issued by the Lessee and all subordinate
entities thereof during the current calendar year is not reasonably expected to exceed $10,000,000.
The Lessee and all subordinate entities thereof will not issue or enter into in excess of$10,000,000
of tax-exempt obligations (including the Agreement, but excluding private activity bonds other
than qualified 501(c)(3)bonds)during the current calendar year,without first obtaining an opinion
of nationally recognized counsel in the area of tax-exempt municipal obligations acceptable to the
Lessor that the designation of the Agreement as a "qualified tax-exempt obligation" will not be
adversely affected.
Following the reading of the fore oin resolution, -G4,9// moved that the
foregoing resolution be adopted. aw &s S seconded the motion for its adoption.
The put the question to a roll call vote and the result was as follows:
(477- Voted: � S
e#410m Voted: e S
!-�A,e S Voted: e S
h ki Voted: i; S
I/1/iC/1OS Voted: � S
/Phfrill Med Voted: y� s
/1fi �e S
y Voted:
/*/,e /e�j Voted:
iiJh166 le£S Voted: S
Voted:
The motion having received the affirmative vote of all me,�ers pres nt, the declared the
motion carried and the resolution adopted, this the 2 day of /Ve f6/*I y , 2023.
1MA CO M. McC(
NDON, MAYOR
ATTEST:
41CP40
PATRICIA BOYD JOPLIN CITY CLERK RECEIVED
A if CADENCE
•
CADENCE EQU NT FINANCE
9/6/2023
City of West Memphis, AR danielellison@yahoo.com
It is a pleasure to submit for your consideration the following proposal to provide lease-purchase
financing based on the terms and conditions set forth below:
1. Lessor: Cadence Equipment Finance, a
division of Cadence Bank
2. 1 essee: City of West Memphis, AR
3. Eauipment Description; One (1) New 2023 Freightliner M2-122 with
27 Yard New Way Rear Loader
4. Equipment Cost: $269,000.00
5. Terrrt: 24 months arrears
6. Lease Payments; (These are approximate payment amounts. The
actual payment will be determined at funding
date.)
24 monthly payments @$3,856.32
with balloon payment of$205,000.00 due 1
month after final monthly payment
Arrears
7. Lease Rate: 5.78%
8. Fundina Date: This proposal is contingent upon the equipment
being delivered and the lease funded prior to*
increase in the current prime rate of 8.50%.
Any extension of the funding or delivery date
must be in writing.
9. Purchase Option: Title is passed to Lessee at lease expiration for
no further consideration.
10. Non-appropriation/Termination: The lease provides that Lessee is to make reasonable
efforts to obtain funds to satisfy the obligation in each fiscal year. However, the lease may be
terminated without penalty in the event of non-appropriation. In such event, the Lessee
• Page 2 September 6, 2023
agrees to provide an attorney's opinion confirming the events of non-appropriation and
Lessee's exercise of diligence to obtain funds.
11. sank Qualification: This lease-purchase financing shall be designated as a bank qualified
tax-exempt transaction as per the 1986 Federal Tax Bill.This means that the Lessee's
governing body will pass a resolution stating that it does not anticipate issuing more
than $10 million in General Obligation debt or other debt falling under the Tax Bill's
definition of qualifying debt during the calendar year that the lease is funded.
12. Tax Status: This proposal is subject to the Lessee being qualified as a governmental entity or
"political subdivision"within the meaning of Section 103(a)of the Internal Revenue Code of
1954 as amended, within the meaning of said Section. Lessee agrees to cooperate with
Lessor in providing evidence as deemed necessary or desirable by Lessor to substantiate
such tax status.
13. Net Lease: This will be a net lease transaction whereby maintenance, insurance, taxes (if
applicable), compliance with laws and similar expenses shall be borne by Lessee.
14. Financial Statements: Complete and current financial statements must be submitted to
Lessor for review and approval of Lessee creditworthiness.
15. Lease Documentation: This equipment lease-purchase package is subject to the mutual
acceptance of lease-purchase documentation within a reasonable time period, otherwise
payments will be subject to market change.
If the foregoing is acceptable, please so indicate by signing this letter in the space
provided below and returning it to Cadence Equipment Finance. The proposal is subject to
approval by Cadence Equipment Finance's Credit Committee and to mutually acceptable
terms,conditions and documentation.
Acceptance of this proposal expires as the close of business on 10/6/2023. Extensions
must be approved by the undersigned.
Any concerns or questions should be directed to Jonathan King at 228-223-4642 or
jonathan.kinac cadencebank.com.
Jonathan King
Jonathan King
Municipal Sales
ACKNOWLEDGMENT AND ACCEPTANCE
B :
Date: