HomeMy WebLinkAbout2011-05-23-Resolutions 11-84_Bonds - GO Equipment Lease Purchase AgrRESOLUTION 11-84
RESOLUTION AUTHORIZING ACTION TO ENTER
INTO A LEASE PURCHASE AGREEMENT IN THE
PRINCIPAL AMOUNT OF $116,374 FORA LEASE OR
LEASE PURCHASE OF A STREET SWEEPER FOR THE
STREET DEPARTMENT FOR AN ESSENTIAL
CORPORATE PURPOSE
WHEREAS,the City of Waukee,State ofIowa (the "Council"),is in need of funds
to pay costs of the lease or lease purchase of a street sweeper for the street department,
and it is deemed necessary and advisable that a lease purchase agreement in the aggregate
principal amount of$116,374 be entered into for such purpose;and
WHEREAS,pursuant to notice published as required by Sections 362.4(4)and
384.25 of the Code ofIowa,as amended (the "Code"),this Council has held a public
meeting and hearing upon the proposal to institute proceedings for the authorization of a
lease purchase agreement in the aggregate principal amount of not to exceed $120,000 for
such purposes,and the Council is therefore now authorized to proceed with the
authorization of the lease purchase agreement;and
WHEREAS,TYMCO,Inc.,having its principal place of business in Waco,TX
("TYMCO"),has agreed to loan the City the principal sum of$116,374 pursuant to the
tenus of a General Obligation Equipment Lease Purchase Agreement (the "Lease")dated
as of such date as TYMCO and the City may agree,between the City,as Lessee,and
TYMCO,as Lessor thereunder;and
WHEREAS,the City will agree in the Lease to repay TYMCO the principal sum
of $116,374,plus interest on such amount at a rate of2.79%per annum and any
applicable taxes or miscellaneous payment due thereunder,over a period of 24 months,
resulting in total payments thereunder of $117,513.54,all as set forth in the Lease;and
WHEREAS,this Council has determined that the tenus of the Lease do not exceed
the economic life of the property being acquired pursuant thereto;and
WHEREAS,the Lease will be payable from the Debt Service Fund;and
WHEREAS,there have been presented to this meeting the form of Lease between
the City and TYMCO which the City proposes to enter into;and
WHEREAS,it appears that such instrument is in appropriate form and is an
appropriate instrument for the purposes intended.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF WAUKEE,STATE OF IOWA:
Section 1.Definitions.The following terms shall have the following meanings in
this Resolution unless the text expressly or by necessary implication requires otherwise:
D "Equipment"shall mean the new TYMCO Model 600BAH street sweeper,
as more particularly described in the Lease.
D "Financing Documents"shall mean any insurance,delivery,transcript and
incumbency certificates to be delivered in conjunction with the closing of the
Lease,UCC-1 financing statements relating to the Equipment to be acquired
pursuant to the Lease,and Form 8038-G Information Reporting Returns.
D "Issuer"or "City"or "Lessee"shall mean the City of Waukee,State of
Iowa.
D "Lease"shall mean the Lease Purchase Agreement,with Exhibits A-D,in
the initial principal amount of $116,374,by and between the City and TYMCO.
D "Project Fund"shall mean the fund established by this Resolution for the
deposit of the proceeds of the Lease.
D "Rebate Fund"shall mean the fund so defined in and established pursuant
to the Tax Exemption Certificate.
D "Tax Exemption Certificate"shall mean the Tax Exemption Certificate
executed by the Director of Finance and delivered at the time of issuance and
delivery of the Lease.
o "TYMCO"or "Lessor"shall mean TYMCO,Inc.of Waco,TX.
Section 2.Authority and Purpose.The Lease authorized by this Resolution shall
be issued pursuant to Sections 362.4(4)and 384.25 of the Code ofIowa,and in
compliance with all applicable provisions of the Constitution and laws of the State of
Iowa.The Lease is hereby authorized in the aggregate principal amount of $116,374 for
the purpose of paying costs of acquiring the Equipment.
Section 3.Approval of Lease.TYMCO shall loan to the City the aggregate
principal sum of$116,374 pursuant to the Lease,which provide for the repayment by the
City of such loan in an amount equal to the principal and interest on the unpaid balance
thereof from the date of delivery of the Lease to TYMCO,in the amounts and at the rates
and in installments as specified therein,and the form and content of the Lease,the
provisions of which are incorporated herein by reference,hereby are in all respects
authorized,approved and confirmed,and the Mayor and the City Clerk are hereby
authorized,empowered and directed to execute,attest,seal and deliver the Lease for and
on behalf of the City,including necessary counterparts and in substantially the form and
content now before this meeting but with such changes,modifications,additions or
deletions therein as shall to them seem necessary,desirable or appropriate,their
execution thereof to constitute conclusive evidence of their approval of any and all
changes,modifications,addition or deletions therein from the form and content of the
Lease now before this meeting,and from and after the execution and delivery of the
Lease,the Mayor and the City Clerk are hereby authorized,empowered and directed to
do all such acts and things and execute all such documents as may be necessary to carry
out and comply with the provisions of the Lease as executed.
Section 4.Additional Documents.The Mayor,City Clerk and Director of Finance
hereby are authorized,empowered and directed to execute,attest,seal and deliver for and
on behalf of the City any and all Financing Documents and any other additional
certificates,documents,opinions or other papers and perform all other acts,including
without limitation the execution of all closing documents,as they may deem necessary or
appropriate in order to implement and carry out the intent and purposes of this
Resolution.
Section 5.Levy and Certification of Annual Tax;Other Flmds to be Used.
(a)Levy of Annual Tax.That for the purpose of providing funds to pay the
principal and interest of the Lease hereinafter authorized to be issued,there shall
be levied in the Debt Service Fund for each future year the following direct annual
tax on all of the taxable property in City of Waukee,Iowa,to-wit:
AMOUNT
FISCAL YEAR (JULY 1 TO JUNE 30)
YEAR OF COLLECTION
$40,000.00 (payable at closing)
$38,756.77
$38,756.77
2010/2011
2011/2012
2012/2013
(NOTE:For example the levy to be made and certified against the taxable
valuations of January 1,2011,will be collected during the fiscal year commencing
July 1,2012).
Section 6.Lease Fund.The tax shall be assessed and collected each year at the
same time and in the same manner as,and in addition to,all other taxes in and for the
City,and when collected they shall be converted into a special fund within the Debt
Service Fund to be known as the "DEBT SERVICE FUND 2011 NO.1"(the "Lease
Fund"),which is hereby pledged for and shall be used only for the payment of the
principal of and interest on the Lease herein authorized to be issued.
Section 7.Registration of Lease;Appointment of Registrar;Transfer;Ownership
and Delivery.
(a)Registration.The ownership of the Lease may be transferred only by
the making of an entry upon the books kept for the registration and transfer of
ownership of the Lease,and in no other way.The City Clerk is hereby appointed
as Registrar and Paying Agent under the terms of this Resolution.Registrar shall
maintain the books of the Issuer for the registration of ownership of the Lease for
the payment of principal of and interest on the Lease as provided in this
Resolution.The Lease shall be negotiable as provided in Article 8 of the Uniform
Commercial Code subject to the provisions for registration and transfer contained
in the Lease and in this Resolution.
(b)Transfer.The ownership of the Lease may be transferred only upon
the Registration Books kept for the registration and transfer of the Lease and only
upon surrender thereof at the office of the Registrar together with an assignment
duly executed by the holder or his duly authorized attorney in fact in such form as
shall be satisfactory to the Registrar,along with the address and social security
number or federal employer identification number of such transferee (or,if
registration is to be made in the name of multiple individuals,of all such
transferees).In the event that the address of the registered owner of the Lease
(other than a registered owner which is the nominee of the broker 01'dealer in
question)is that of a broker or dealer,there must be disclosed on the Registration
Books the information pertaining to the registered owner required above.Upon the
transfer of the Lease,a new fully registered Lease,of any denomination permitted
by this Resolution in aggregate principal amount equal to the unmatured and
unredeemed principal amount of such transferred fully registered Lease,and
bearing interest at the same rate and maturing on the same date or dates shall be
delivered by the Registrar.Any costs or expenses,including counsel fees,of the
Registrar incurred in connection with an exchange or transfer of the Lease shall be
paid by the holder of the Lease requesting such transfers as a condition precedent
to the exercise of the privilege of making such exchange or transfer.
(c)Registration of Transferred Lease.In all cases of the transfer of the
Lease,the Registrar shall register,at the earliest practicable time,on the
Registration Books,the Lease,in accordance with the provisions of this
Resolution.
(d)Ownership.As to the Lease,the person in whose name the
ownership of the same shall be registered on the Registration Books of the
Registrar shall be deemed and regarded as the absolute owner thereof for all
purposes,and payment of or on account of the principal of the Lease and the
premium,if any,and interest thereon shall be made only to or upon the order of
the registered owner thereof or his legal representative.All such payments shall be
valid and effectual to satisfy and discharge the liability upon the Lease,including
the interest thereon,to the extent of the sum or sums so paid.
Section 8.Application of Lease Proceeds.Any proceeds of the Lease,except as
may be provided below,shall be credited to the Project Fund and expended only for the
purposes of acquiring the Equipment.Any amounts on hand in the Project Fund shall be
available for the payment of the principal of or interest on the Lease at any time that other
funds shall be insufficient to the purpose,in which event such funds shall be repaid to the
Project Fund at the earliest opportunity.
Section 9.Investment of Project Fund Proceeds.All moneys held in the Project
Fund shall be invested subject to the provisions of the Tax Exemption Certificate.All
such investments shall mature before the date on which the moneys are required for
payment of principal of or interest on the Lease as herein provided.
Section 10.Non-Arbitrage Covenants.The Issuer reasonably expects and
covenants that no use will be made of the proceeds from the Lease authorized hereunder
which will cause the Lease to be classified as an arbitrage bond within the meaning of
Section 148(a)and (b)of the Internal Revenue Code of the United States,and that
throughout the term of the Lease it will comply with the requirements of the statute and
regulations issued thereunder.
To the best knowledge and belief of the Issuer,there are no facts or circumstances
that would materially change the foregoing statements or the conclusion that it is not
expected that the proceeds of the Lease will be used in a mauner that would cause the
Lease to be an arbitrage bond.Without limiting the generality of the foregoing,the Issuer
hereby agrees to comply with the provisions of the Tax Exemption Certificate and the
provisions of the Tax Exemption Certificate are hereby incorporated by reference as part
of this Resolution.The Treasurer is hereby directed to make and insert all calculations
and determinations necessary to complete the Tax Exemption Certificate in all respects
and to execute and deliver the Tax Exemption Certificate at issuance of the Lease to
certify as to the reasonable expectations and covenants of the Issuer at that date.
Section 11.Additional Covenants,Representations and Warranties of the Issuer.
The Issuer certifies and covenants with the purchasers and holders of the Lease that the
Issuer through its officers,(a)will make such further specific covenants,representations
and assurances as may be necessary or advisable;(b)comply with all representations,
covenants and assurances contained in the Tax Exemption Certificate,which Tax
Exemption Certificate shall constitute a part of the contract between the Issuer and the
owners of the Lease;(c)consult with bond counsel (as defmed in the Tax Exemption
Certificate);(d)pay to the United States,as necessary,such sums of money representing
required rebates of excess arbitrage profits relating to the Lease;(e)file such forms,
statements and supporting documents as may be required and in a timely manner;and (f)
if deemed necessary or advisable by its officers,to employ and pay fiscal agents,
financial advisors,attorneys and other persons to assist the Issuer in such compliance.
Section 12.Amendment of Resolution to Maintain Tax Exemption.This
Resolution may be amended without the consent of any owner of the Lease if,in the
opinion of bond counsel,such amendment is necessary to maintain tax exemption with
respect to the Lease under applicable Federal law or regulations.
Section 13.Oualified Tax-Exempt Obligations.For the sole purpose of qualifying
the Lease as a "Qualified Tax Exempt Obligation"pursuant to the Internal Revenue Code
of the United States,the Issuer designates the Lease as a qualified tax-exempt obligation
and represents that the reasonably anticipated amount of tax exempt governmental
obligations which will be issued during the current calendar year will not exceed Ten (10)
Million Dollars.
Section 14.Severability Clause.If any section,paragraph,clause or provision of
this Resolution be held invalid,such invalidity shall not affect any of the remaining
provisions hereof,and this Resolution shall become effective immediately upon its
passage and approval.
Section 15.Repeal of Conflicting Resolutions.All resolutions in conflict herewith
are hereby repealed.
PASSED AND APPROVED this 23rd day of May,2011.
ATTEST:
ROLL CALL VOTE
Shane Blanchard
Dan Dutcher
Casey L.Harvey
Darlene Stanton
Mike Watts
AYE
X
NAY
X
X
X
X
ABSENT ABSTAIN