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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”), certify that the attached resolution is a true copy of a Resolution entitled: “RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF SUPPLEMENT NOS. 4 AND 5 (EQUIPMENT PURCHASED DURING FISCAL YEAR 2010 IN THE AMOUNT OF $850,000 FINANCED WITH WELLS FARGO INVESTMENTS, LLC) AND RELATED DOCUMENTS TO A MASTER GOVERNMENTAL LEASE-PURCHASE AGREEMENT FOR THE LEASE 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 August 23, 2010, 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notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed.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: voted against the same: abstained from voting thereon: or were absent: WITNESS my hand officially this day of 2010. City Clerk ---PAGE BREAK--- 1 RESOLUTION NO. RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF SUPPLEMENT NOS. 4 AND 5 (EQUIPMENT PURCHASED DURING FISCAL YEAR 2010 IN THE AMOUNT OF $850,000 FINANCED WITH WELLS FARGO INVESTMENTS, LLC) AND RELATED DOCUMENTS TO A MASTER GOVERNMENTAL LEASE-PURCHASE AGREEMENT FOR THE LEASE OF VARIOUS ITEMS OF CAPITAL 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 has previously entered into a Master Governmental Lease-Purchase Agreement, dated as of October 15, 2009 (the “Master Lease”), together with Supplement Nos. 1, 2 and 3 to the Master Lease, by and between the City and Wells Fargo Investments, LLC, formerly Wells Fargo Brokerage Services, LLC, a Delaware limited liability company, it successors and assigns, as Lessor (the “Lessor”), whereby the City has entered into separate individual tax-exempt leases for the purchase and financing of various items of capital equipment; and WHEREAS, the City proposes to enter into Supplement Nos. 4 and 5 to the Master Lease with the Lessor (each Supplement, together with the terms and conditions contained in the Master Lease, referred to individually herein as a “Lease”)), which Leases will provide for: a three-year Lease in a total aggregate principal amount of $285,000, with an interest rate of 3.520%; and (ii) a ten-year Lease in a total aggregate principal amount of $565,000, with an interest rate of 4.740%, all for the purpose of 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 has taken 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 Leases, the City will exercise the powers under the Constitution and laws of the State of Montana pursuant to, inter alia, Montana Code Annotated, Section 7-1-4124, as amended; and WHEREAS, the Equipment is essential for the City to perform its governmental functions; and WHEREAS, the Leases are subject to annual non-appropriation, and the City Council has the right to terminate the Master Lease or any or all of the Leases, in accordance with the terms thereof, at the end of any fiscal year; and WHEREAS, in the event that the City Council does not appropriate funds to make payments on a Lease in any fiscal year, the City will lose the right to use and possess the Equipment financed pursuant to that Lease. NOW, THEREFORE, BE IT RESOLVED By the City Council of the City of Missoula, Montana as follows: ---PAGE BREAK--- 2 1. Approval of Financing Documents. It is found and determined that the terms of the Leases 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 and are approved. The Equipment financed with the proceeds of the Leases 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 with Wells Fargo Investments, LLC (the Lessor) under the terms and conditions as described in the Financing Documents are approved. The Mayor, 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 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, 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 Financing Documents. The Mayor, the City Clerk, the City Finance Director/Treasurer and other officers of the City are, and each of them 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 Obligations. In order to qualify the Leases as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), the City makes the following factual statements and representations: the Leases are not “private activity bonds” as defined in Section 141 of the Code; the City designates the Leases as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code; the reasonably anticipated amount of tax-exempt obligations (other than any private activity bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2010 will not exceed $30,000,000; and not more than $30,000,000 of obligations issued by the City during calendar year 2010 have been designated for purposes of Section 265(b)(3) of the Code. 5. No Arbitrage. Until expended on the Equipment, the proceeds of the Leases will be deposited and utilized in conformance with the terms thereof. Payments on the Leases shall be made from annual appropriations made by the City Council 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 Leases 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 Leases and money used to make payments on the Leases 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 Leases to be “federally guaranteed” within the meaning of Section 149(b) of the Code. 6. No General Obligation Pledge; Initial Appropriation. The Leases are not a general ---PAGE BREAK--- 3 obligation of the City, but rather the each 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 Leases. By other actions taken or to be taken with respect to the fiscal year 2011 budget, the City Council has appropriated or will appropriate money to make the payments due on each Lease in fiscal year 2011. 7. Records and Certificates. The officers of the City are 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 Leases 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 Leases, 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 of Proceeds and Equipment. The City covenants not to use the proceeds of the Leases 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 any of the Leases 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 Leases that would cause any of them to be “private activity bonds,” and the average term of each Lease is not longer than reasonably necessary for the governmental purpose. The City covenants not to use the proceeds of the Leases in such a manner as to cause any of the Leases to be “hedge bonds” within the meaning of Section 149(g) of the Code. 9. Tax-Exempt Status of Leases; Rebate; Elections. The City shall comply with the 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 Leases. If any elections are available now or hereafter with respect to arbitrage or rebate matters relating to the Leases, the Mayor, the City Clerk, and the City Finance Director/Treasurer, or any of them, are authorized and directed to make such elections as they deem necessary, appropriate or desirable in connection with the Leases, 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 designated as bond counsel to the City with respect to the Leases and is authorized to take all actions necessary to prepare necessary documents to permit the execution of each Lease and the financing of the Equipment. 11. Severability. If any section, paragraph or provision of 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 23rd day of August, 2010. Mayor Attest: City Clerk ---PAGE BREAK--- 4 MS190-15 (AJP) 369751v.3