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CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE I, the undersigned, being the duly qualified and acting recording officer of the City of Missoula, Montana (the “City”), hereby certify that the attached resolution is a true copy of a Resolution entitled: “RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT AND RELATED DOCUMENTS FOR THE PURCHASE OF VARIOUS ITEMS OF CAPITAL EQUIPMENT AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH” (the “Resolution”), on file in the original records of the City in my legal custody; that the Resolution was duly adopted by the City Council of the City at a regular meeting on June 15, 2009, and that the meeting was duly held by the City Council and was attended throughout by a quorum, pursuant to call and notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed. I further certify that, upon vote being taken on the Resolution at said meeting, the following City Council members voted in favor thereof: Childers, Haines, Hellegaard, Hendrickson, Jaffe, Marler, Mitchell, Rye, Strohmaier, Walzer, Wiener and Wilkins voted against the same: None; abstained from voting thereon: None; or were absent: None; WITNESS my hand officially this 22nd day of June, 2009. Martha L. Rehbein City Clerk ---PAGE BREAK--- 1 RESOLUTION NUMBER 7429 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT AND RELATED DOCUMENTS FOR THE PURCHASE OF VARIOUS ITEMS OF CAPITL EQUIPMENT AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH BE IT RESOLVED by the City Council (the “City Council”) of the City of Missoula, Montana (the “City”) as follows: WHEREAS, the City proposes to enter into a capital Master Equipment Lease/Purchase Agreement, dated on or after June 1, 2009 (the “Master Equipment Lease/Purchase Agreement”), by and between the City, as Lessee, and California First National Bank, a California corporation, its successors and assigns (the “Lessor”), where the City may enter into individual tax-exempt leases for the purchase and financing of various items of capital equipment; and WHEREAS, there has been prepared and is before this meeting a form of the Master Equipment Lease/Purchase Agreement, No. BL01101, as amended and Schedule Nos. 01, 02, and 03 to the Master Equipment Lease/Purchase Agreement (collectively, the “Lease”), which provides for an approximately ten-year lease in a principal amount not to exceed $1,410,413 for the acquisition of various items of capital equipment (the “Equipment”) as described in the City’s Capital Improvements Plan and incorporated herein by reference; and WHEREAS, the City ran a request for proposals, with advice from Springsted Incorporated (the City’s financial advisor), to finance the Equipment and certain other capital equipment anticipated to be purchased in the next few fiscal years and the Lessor submitted a proposal to the City that provided the lowest financing cost for the Equipment; and WHEREAS, the City has or will take the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and WHEREAS, by entering into the Lease, the City will exercise the powers under the Constitution and laws of the State of Montana pursuant to, inter alia, Montana Code Annotated, Sections 7-1-4124 and 7-8-4101, as amended; and WHEREAS, the Equipment is essential for the City to perform its governmental functions; and WHEREAS, the Lease is subject to annual non-appropriation, and the City has the right to terminate the Lease, in accordance with the terms thereof, as the end of any fiscal year; and WHEREAS, in the event that the City does not appropriate funds to make the lease payments in any fiscal year, the City will lose the right to use and possess the Equipment financed pursuant to the Lease. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Missoula, Montana as follows: 1. Approval of Documents. It is hereby found and determined that the terms of the Lease, and related documents, certificates, and instruments (collectively, the “Financing Documents”) in the forms presented to this meeting and incorporated in this resolution are in the best interests of the City for the acquisition and financing of the Equipment. The Equipment financed with proceeds of the Lease is capital equipment that is essential for the governmental functions of the City. 2. Authorized Officials. The Financing Documents and the acquisition and financing of the Equipment under the terms and conditions as described in the Financing Documents are hereby ---PAGE BREAK--- 2 approved. The Mayor of the City, the City Clerk, the City Finance Director/Treasurer, and any other officer of the City who is authorized to execute contracts on behalf of the City are, and each of them hereby is, authorized to execute, acknowledge and deliver the Financing Documents with any changes, insertions and omissions therein as may be approved by the officers who execute the Financing Documents, such approval to be conclusively evidenced by such execution and delivery of the Financing Documents. The Mayor of the City, the City Clerk, the City Finance Director/Treasurer, and any other officer of the City are authorized to affix the official seal of the City to the Financing Documents and attest the same. 3. Execution of Documents. The Mayor of the City, the City Clerk, the City Finance Director/Treasurer and other officers of the City are, and each of them hereby is, authorized and directed to execute and deliver the Financing Documents and any and all papers, instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary or proper for carrying out this resolution and the Financing Documents. 4. Qualified Tax-Exempt Obligation. The Lease, together with other tax-exempt obligations (excluding any obligations issued by the City for the benefit of any 501(c)(3) organizations) previously issued by and anticipated to be issued by the City in calendar year 2009, is not expected to exceed $30,000,000. Therefore, the City designates the Lease as a “qualified tax-exempt obligation” for purposes of Section 265 of the Internal Revenue Code of 1986, as amended (the “Code”). 5. No Arbitrage. Until expended on the Equipment, the proceeds of the Lease will be deposited and utilized in conformance with the terms of thereof. Payments on the Lease shall be made from annual appropriations made by the City in each fiscal year, and money to make such payment shall not be segregated in any special fund of the City. No portion of the proceeds of the Lease will be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments. In addition, the proceeds of the Lease and money used to make payments on the Lease shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Lease to be “federally guaranteed” within the meaning of Section 149(b) of the Code. 6. No General Obligation Pledge; Initial Appropriation. The Lease is not a general obligation of the City, but rather the Lease is payable from amounts to be annually appropriated, and the full faith, credit and taxing powers of the City are not pledged to the payment of the Lease. By other actions taken or to be taken with respect to the 2010 budget, the City Council has appropriated or will appropriate money to make the payments due on Lease in fiscal year 2010. 7. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Lessor and Kennedy & Graven, Chartered, P.C., as bond counsel to the City, certified copies of all proceedings and records of the City relating to Lease and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the fact relating to the legality of the Lease, and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 8. Negative Covenants as to Use or Proceeds and Equipment. The City hereby covenants not to use the proceeds of the Lease or to use the Equipment, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Equipment, in such a manner as to cause the Lease to be a “private activity bond” within the meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no actions will be taken over the term of the Lease that would cause it to be a “private activity bond,” and the average term of Lease is not longer than reasonably necessary for the governmental purpose. The City hereby covenants not to use the proceeds of the Lease in such a manner as to cause the Lease to be a “hedge bond” within the meaning of Section 149(g) of the Code. 9. Tax-Exempt Status of Lease; Rebate; Elections. The City shall comply with the ---PAGE BREAK--- 3 requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Lease. If any elections are available now, or hereafter with respect to arbitrage or rebate matters relating to Lease, the Mayor, the City Clerk, and the City Finance Director/Treasurer, or any of them, are hereby authorized and directed to make such elections as they deem necessary, appropriate or desirable in connection with the Lease, and all such elections shall be, and shall be deemed and treated as, elections of the City. 10. Bond Counsel. Kennedy & Graven, Chartered, P.C. is hereby designated as bond counsel to the City with respect to the Lease and is hereby authorized to take all actions necessary to prepare necessary documents to permit the execution of the Lease and the financing of the Equipment. 11. Severability. If any section, paragraph or provision on this resolution shall be held to be invalid, or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph, or provision shall not affect any of the remaining provisions of this resolution. 12. Headings. Headings in this resolution are included for convenience only and are not a part hereof. The headings in this resolution are not intended to limit or define the meaning of any provision hereto. Passed by the City Council of the City of Missoula, Montana, this 22nd day of June, 2009. John Engen John Engen Mayor Attest: Martha L. Rehbein Martha L. Rehbein City Clerk MS190-11 (BWJ) 347913v.3