HomeMy WebLinkAbout8180RESOLUTION NO. 8180
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS
AUTHORIZING THE EXECUTION AND DELIVERY OF AN EQUIPMENT
LEASE/PURCHASE AGREEMENT, AND OTHER INSTRUMENTS, AND
DETERMINING OTHER MATTERS IN CONNECTION THEREWITH
WHEREAS, the City of Redlands (the "Lessee"), a body politic and corporate duly
organized and existing as a general law city and political subdivision of the State of California, is
authorized by the laws of the State of California to lease personal property for the benefit of the
Lessee and those it provides services to and to enter into contracts with respect thereto; and
WHEREAS, the Lessee desires to lease and/or finance certain vehicles and equipment
constituting personal property necessary for the Lessee to perform essential governmental
functions in an amount not more than $3,614,377.68 (the "Equipment"); and
WHEREAS, in order to acquire such Equipment, the Lessee proposes to enter into a
Payment Schedule (together with the Equipment Schedules and all related exhibits, schedules,
and certificates, the "Lease Agreements") under an existing Master Equipment Lease -Purchase
Agreements with Holman Capital Corporation (the "Lessor") and one Escrow Agreement
(together the Disbursement/Payment Request Form and Acceptance Certificate, the "Escrow
Agreement") with the Lessor and an escrow bank/agent as the parties may mutually agree on;
and
WHEREAS, the Lessor has agreed to assign all of its rights, title and interest in and to the
Equipment, the Lease Agreements and the Escrow Agreement (collectively and together with
any related certificates, exhibits, deliverables, or other documents provided in connection
therewith, the "Transaction Documents") to an assignee and the Lessee has consented and
acknowledged to the foregoing; and
WHEREAS, the Lessee's City Council, as the governing body of the Lessee, deems it for
the benefit of the Lessee and for the efficient and effective administration thereof to enter into
the Transaction Documents for the lease of the Equipment to be therein described on the terms
and conditions therein provided;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Redlands as
follows:
Section 1. Approval of Documents. The governing body of the Lessee hereby
authorizes and directs Paul T. Barich, the Mayor of the City of Redlands, and such other persons
as he may delegate (the "Designated Officers"), and each of them individually, for and in the
name of and on behalf of the Lessee, to: (a) review, negotiate and approve the form of such
Transaction Documents, the parties thereto, and all the terms and provisions contained therein,
and (b) execute and deliver the Transaction Documents, in such forms and with such changes,
insertions, revisions, corrections, or amendments as shall be approved by the officer executing
them. The execution of the foregoing by a Designated Officer shall constitute conclusive
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evidence of such officer's and the governing body's approval of the Transaction Documents any
such changes, insertions, revisions, corrections, or amendments thereto.
Section 2. Other Actions Authorized. The officers and employees of the Lessee shall
take all action necessary or reasonably required by the parties to the Transaction Documents to
carry out, give effect to, and consummate the transactions contemplated thereby (including the
execution and delivery of Certificates of Acceptance and Disbursement/Payment Requests,
Notice and Acknowledgements of Assignments, and any tax certificate and agreement, each with
respect to and as contemplated in the Transaction Documents) and to take all action necessary in
conformity therewith, including, without limitation, the execution and delivery of any closing
and other documents required to be delivered in connection with the Transaction Documents.
The Designated Officers and all other officers and employees of the Lessee are hereby directed
and authorized to take and shall take all action necessary or reasonably required in order to
select, and take delivery of the Equipment. All actions heretofore taken by officers, employees,
and agents of the Lessee that are in conformity with the purposes and intent of this resolution are
hereby approved, confirmed, and ratified.
Section 3. No General Liability. Nothing contained in this Resolution No. 8180, the
Transaction Documents, nor any other instrument shall be construed with respect to the Lessee
as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its
taxing power, nor shall the breach of any agreement contained in this Resolution No. 8180, the
Transaction Documents, or any other instrument or document executed in connection therewith
impose any pecuniary liability upon the Lessee or any charge upon its general credit or against
its taxing power, except to the extent that the rental payments payable under the Transaction
Documents are special limited obligations of the Lessee as provided therein.
Section 4. Appointment of Authorized Lessee Representatives. The Designated
Officers are each hereby designated to act as authorized representatives of the Lessee for
purposes of the Transaction Documents until such time as the governing body of the Lessee shall
designate any other or different authorized representative for purposes of the Transaction
Documents.
Section 5. Severability. If any section, paragraph, clause, or provision of this
Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause, or provision shall not affect any of the
remaining provisions of this Resolution No. 8180.
Section 6. Repealer. All bylaws, orders, and resolutions or parts thereof, inconsistent
herewith, are hereby repealed to the extent only of such inconsistency. This repealer shall not be
construed as reviving any bylaw, order, resolution, or ordinance or part thereof.
Section 7. Effective Date. This Resolution 8180 shall be effective immediately upon
its approval and adoption.
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ADOPTED, SIGNED AND APPROVED this 16th day of 1�V arcbi 2021.
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Paul T. Barich,
ATTEST:
J Donaldson, City Clerk
]AResoiudonsaes 8100-8199\8180 Holman Capital Lease Purchase.doc
I, Jeanne Donaldson, City Clerk of the City of Redlands, hereby certify that the foregoing
resolution was duly adopted by the City Council at a regular meeting thereof held on the 16th
day of March, 2021, by the following vote:
AYES: Councilmembers Foster, Tejeda, Davis, Guzman -Lowry; Mayor Barich
NOES: None
ABSENT: None
ABSTAINED: None
Je n Donaldson, City Clerk
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