Loading...
HomeMy Public PortalAboutRES-CC-2010-08RESOLUTION 08-2010 A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF MOAB, UTAH, AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE - PURCHASE AGREEMENT AND RELATED DOCUMENTS WITH RESPECT TO THE LEASE FOR SEVEN CITY VEHICLES; AUTHORIZING THE EXECUTING 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 MOAB, UTAH (the "Lessee"), a body politic and corporate duly organized and existing as a political subdivision, municipal corporation or similar public entity of the State of Utah, is authorized by the laws of the State of Utah, to lease property for the benefit of the Lessee and its inhabitants and to enter into contracts with respect thereto; and WHEREAS, the Lessee desires to lease (equipment) for the Lessee to perform essential governmental functions; and WHEREAS, in order to lease such equipment, the Lessee proposes to enter into that certain Governmental Lease Purchase Agreement (the "Agreement") and related documents from time to time provided in the Agreement with Wells Fargo Brokerage Services, LLC (the "Lessor"), the form of which has been presented to the governing body of the Lessee at this meeting; and WHEREAS, 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 Agreement and the related documents as provided in the Agreement for the lease to be therein described on the terms and conditions therein provided; NOW, THEREFORE, BE IT AND IT IS HEREBY RESOLVED by the governing body of THE CITY OF MOAB, UTAH as follows: Section 1. Approval of Documents. The form, terms and provisions of the Agreement and the related documents as provided in the Agreement are hereby approved in substantially the forms presented at this meeting, with such insertions, omissions and changes as shall be approved by the lessees purchasing agent of the lessee, the execution of such documents being conclusive evidence of such approval; and the purchasing agent of the Lessee is hereby authorized and directed to execute the agreement and all related documents and to deliver the Agreement and all related documents (including Exhibits) to the respective parties thereto. FORM OF AUTHORIZING RESOLUTION - PAGE 1 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 Agreement and all related documents to carry out, give effect to and consummate the transactions contemplated thereby (including without limitation the execution and delivery of Acceptance Certificates, IRS Forms and any tax certificate and agreement and all other documents as contemplated in the Agreement) 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 Agreement. Section 3. No General Liability. Nothing contained in this Resolution, the Agreement any related document or 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, the Agreement, any related 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 or purchase payments payable under the Agreement are special limited obligations of the Lessee as provided in the Agreement. Section 4. Appointment of Authorized Lessee Representatives. The City Recorder/Assistant City Manager of the Lessee is hereby designated to act as the authorized representative of the Lessee for purposes of the Agreement and all related documents until such time as the governing body of the Lessee shall designate any other or different authorized representative for purposes of the Agreement and all related documents. Section 5. Qualified Tax -Exempt Obligation. The Lessee hereby represents that the Lessee (including all "subordinate entities" of the Lessee within the meaning of Section 265(b)(3)(E) of the Code) reasonably anticipates not to issue in the 2002 calendar year obligations bearing interest exempt from federal income taxation under Section 103 of the Code (other than "private activity bonds" as defined in Section 141 of the Code) in an amount greater than $10,000,000.00. Pursuant to Section 265(b)(3) of the Code, the Lessee hereby specifically designates the obligations under the Agreement as a "qualified tax-exempt obligation" with the meaning of Section 265(b)(3)(B) of the Code. Section 6. 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, or provision shall not affect any of the remaining provisions of this Resolution. Section 7. Repealer. FORM OF AUTHORIZING RESOLUTION - PAGE 2 All 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 order, resolution or ordinance or part thereof. Section 8. Effective Date. This Resolution shall be effective immediately upon its approval and adoption. ADOPTED AND APPROVED by the governing body of the Lessee this 23rd day of February, 2010. LESSEE: CITY OF MOAB, UTAH By: Printed Name: Title: ATTEST: By: Printed Name: Title: FORM OF AUTHORIZING RESOLUTION - PAGE 3 The resolution was then signed by the in open meeting and recorded by the . The resolution is as follows: A resolution approving the form of the Equipment Lease Agreement with Zions First National Bank, Salt Lake City, Utah. Finding that it is in the best interests of City of Moab, Utah to enter into said Agreement, and authorizing the execution and delivery thereof. Whereas, the City Council (the "Governing Body") has determined that a true and very real need exists for the leasing of the equipment described in the Equipment Lease Agreement presented to this meeting; and Whereas, the Governing Body has reviewed the form of the Equipment Lease Agreement and has found the terms and conditions thereof acceptable to City of Moab, Utah; and Whereas, the Governing Body has taken the necessary steps including any legal bidding requirements, under applicable law to arrange for the leasing of such equipment under the Equipment Lease Agreement. Be it resolved by the Governing Body of City of Moab, Utah as follows: Section 1. The terms of said Equipment Lease Agreement are in the best interests of City of Moab, Utah for the leasing of the equipment described therein. Section 2. The Mayor and City Recorder/Asst. City Manager are hereby authorized to execute and deliver the Equipment Lease Agreement and any related documents necessary to the consummation of the transactions contemplated by the Equipment Lease Agreement for and on behalf of City of Moab, Utah. Section 3. The officers of the Governing Body and City of Moab, Utah are hereby authorized and directed to fulfill all obligations under the terms of the Equipment Lease Agreement. Adopted and approved this day of Attest: , 20 By Dave Sakrison, Mayor By Rachel Ellison, City Recorder/Asst. City Manager [SEAL]op 19