R 4815 RESOLUTION NO. 4815
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARROYO
GRANDE AUTHORIZING THE EXECUTION AND DELIVERY OF AN
EQUIPMENT LEASE-PURCHASE AGREEMENT, AN ESCROW
AGREEMENT AND EQUIPMENT SCHEDULE WITH RESPECT TO THE
ACQUISITION, PURCHASE, FINANCING, AND LEASING OF CERTAIN
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 Arroyo Grande (the "Lessee"), a body politic and corporate duly
organized and existing as a 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; and
WHEREAS, the Lessee desires to purchase, acquire and lease certain equipment
constituting personal property necessary for the Lessee to perform essential
governmental functions; including without limitation various vehicles and all other
equipment Lessee or its Designated Officers may deem necessary and/or desirable in
an amount not more than $500,000.00 (the "Equipment"); and
WHEREAS, in order to acquire such Equipment, the Lessee proposes to enter into one
or more Equipment Lease-Purchase Agreements (together with the Equipment
Schedules and all related exhibits, schedules, and certificates attached thereto, the
% Lease Agreements") with Holman Capital Corporation (the "Lessor") and one Escrow
Agreement (together with the Disbursement/Payment Request Form and Acceptance
Certificate, the "Escrow Agreement", and together with the Lease Agreements, the
"Transaction Documents") with the Lessor, the forms of which have 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 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 Arroyo
Grande as follows:
SECTION 1. Approval of Documents. The governing body of the Lessee hereby
approves the form, terms and provisions of the Transaction Documents in substantially
the forms presented to this meeting and authorizes and directs James A. Bergman, the
City Manager of the City of Arroyo Grande, and such other persons as he may delegate
RESOLUTION NO. 4815
PAGE 2
(the "Designated Officers"), and each of them individually, for and in the name of and on
behalf of the Lessee, to execute and deliver the Transaction Documents, and any
related Certificate, Exhibits, or other documents attached thereto in such forms 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 any such changes, insertions, revisions, corrections, or amendments to the
respective forms of agreements presented to this meeting.
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, but not limited to, 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 Agreement and/or Escrow 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 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, 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, 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.
RESOLUTION NO. 4815
PAGE 3
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 shall be effective immediately upon its
approval and adoption.
On motion of Council Member Ray, seconded by Council Member Barneich, and on the
following roll call vote, to wit:
AYES: Council Members Ray, Barneich, Brown, and Mayor Hill
NOES: None
ABSENT: Council Member Harmon
the foregoing Resolution was passed and adopted this 22nd day of August, 2017
RESOLUTION NO. `/8/5
PAGE 4
9JI HILL, MAYOR
ATTEST: ki/] // iittel?
KELL ' TM/ RE, CITY CLERK
APPR• D AS TO CONTENT:
uatc-
JAME'a MAN, CITY MANAGER
APPROVED AS TO FORM:
FATHER WHITHAM, CITY ATTORNEY
OFFICIAL CERTIFICATION
I, KELLY WETMORE, City Clerk of the City of Arroyo Grande, County of San Luis
Obispo, State of California, do hereby certify under penalty of perjury, that the attached
Resolution No. 4815 was passed and adopted at a regular meeting of the City Council
of the City of Arroyo Grande on the 22nd day of August, 2017
WITNESS my hand and the Seal of the City of Arroyo Grande affixed this 24th day of
August, 2017
4tiett--
KELLY W M•�,i'E, CITY CLERK