HomeMy WebLinkAbout8521RESOLUTION NO. 8521
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS
AUTHORIZING THE EXECUTION AND DELIVERY PAYMENT SCHEDULE
UNDER THE EXISTING MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT
DATED FEBRUARY 4 2020, AN ESCROW AGREEMENT AND EQUIPMENT
SCHEDULE WITH RESPECT TO THE ACQUISITION, PURCHASE, FINANCING,
AND LEASING OF CERTAIN VEHICLE AND EQUIPMENT FOR THE PUBLIC
BENEFIT; AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS
REQUIRED IN CONNECTION THEREWITH; AND AUTHORIZING THE TAKING
OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION.
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 purchase, acquire, and
lease personal property for the benefit of the Lessee and those it provides services to and
to enter into contracts with respect thereto;
WHEREAS, the Lessee desires to purchase, acquire and lease certain vehicles and
equipment constituting personal property necessary for the Lessee to perform essential
governmental functions in an amount not to exceed Three Million, Six Hundred Sixty Eight
Thousand, Four Hundred Forty Four Dollars and Ninety Three Cents $3,668,444.93 (the
"Equipment");
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;
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;
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 purchase, acquisition, and leasing 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:
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Section 1. Approval of Documents. The governing body of the Lessee hereby
authorizes and directs Eddie Tejeda, 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 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, purchase, 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. 8521,
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. 8521, 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
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unenforceability of such section, paragraph, clause, or provision shall not affect any of the
remaining provisions of this Resolution No. 8521.
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 8521 shall be effective immediately
upon its approval and adoption.
ADOPTED, SIGNED AND APPROVED this 21st day of November, 2023.
ddie Tejeda, Mayo
ATTEST:
eDonaldson, City Clerk
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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
21 st day of November, 2023, by the following vote:
AYES: Councilmembers Barich, Davis, Guzman -Lowery, Saucedo; Mayor Tejeda
NOES: None
ABSENT: None
ABSTAINED: None
Donaldson, City Clerk
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