I. Council Action Requested.
Title
WHEREAS, on September 10, 2024, pursuant to Order 24-171, the Town Council of the Town of Windham (the "Town") authorized the Town Treasurer to negotiate the terms of an equipment lease purchase and related documents to provide financing of an estimated $915,000 for the purchase of the following: 1.) public works trackless sidewalk tractor; 2.) public works dump truck; 3.) public works non-CDL rated dump truck; and 4.) public works one-ton pickup (collectively the “Equipment”); and
WHEREAS, on December 9, 2024, the Town issued a Request for Proposals for financing of the Equipment (the “RFP”); and
WHEREAS, the Town received three proposals in response to the RFP and the Treasurer accepted a proposal from TD Equipment Financing dated December 16, 2024, for the financing of the Equipment in an amount not to exceed $896,651;
NOW, THEREFORE, IT IS HEREBY ORDERED, that
1. The Treasurer, on behalf of the Town, is authorized to enter into one or more lease purchase, loan or other financing agreements for the Equipment provided that (a) the principal amount of any such agreement or agreements will not exceed $896,651 in the aggregate; (b) the term of each such agreement will not exceed seventy-two (72) months; and (c) any obligation of the Town to make lease or loan payments pursuant to each such agreement is subject to annual appropriation by the Town Council of the Town.
2. The Treasurer, acting on behalf of the Town, is authorized from time to time to further negotiate, enter into, execute, deliver and cause to be performed, and to approve, any and all agreements, instruments, certificates and other documents, and to grant security interests in all or any portion of the Equipment, upon such terms, conditions, limitations and undertakings, which the Treasurer determines necessary and proper for the acquisition and financing of the Equipment. Without limiting the foregoing, the Treasurer, acting on behalf of the Town, in connection with the acquisition of the Equipment, is authorized to sell, transfer, trade in or otherwise dispose of any equipment, which the Treasurer determines is no longer useful to the Town. The Treasurer and other appropriate officers of the Town are hereby authorized and empowered to do all such acts and things as may be necessary or advisable, with the advice of counsel for the Town, in connection with the purchase of the Equipment and/or the financing of said purchase, to carry out the provisions of this Order and the provisions set forth above in connection with the purchase and financing of the Equipment.
3. If the Treasurer is for any reason unavailable to approve and execute the Equipment purchase and/or related financing documents, the person or persons then acting in any such capacity, whether as an assistant, a deputy, or otherwise, is authorized to act for such official with the same force and effect as if such official had him/herself performed such act.
4. If any of the officers or officials of the Town who have signed or sealed the Equipment purchase or financing documents shall cease to be such officers or officials before said documents so signed and sealed shall have been actually authenticated or delivered by the Town, such documents nevertheless may be authenticated, issued, and delivered with the same force and effect as though the person or persons who signed or sealed the same had not ceased to be such officer or official; and also any such documents may be signed and sealed on behalf of the Town by those persons who, at the actual date of the execution of such documents, shall be the proper officers and officials of the Town, although at the nominal date of such documents any such person shall not have been such officer or official.
5. The Town covenants that it will perform all acts within its power which are or may be necessary to ensure that the interest portion of lease payments under the lease purchase financing shall at all times be and remain exempt from federal income taxation. The Town further covenants that the lease purchase financing is hereby designated a Qualified Tax-Exempt Obligation pursuant to Section 265(b) of the Internal Revenue Code.
Body
II. Basis for Council Action.
Council approval of this item is required because;
a. The Council has authority to enter into contracts as the legislative body of the Town pursuant to Article II, Section 3(1) of the Charter, and
b. The purchase involves lease-purchase financing, requiring Council approval in accordance with Section 5.4 of the Town of Windham Purchasing Policies (2020), as amended.
II. Issue Summary.