HomeMy WebLinkAboutReso 2020-167RESOLUTION NO. 2020-167
RESOLUTION OF THE CITY COUNCIL OF CHULA VISTA
AUTHORIZING THE EXECUTION AND DELIVERY OF
EQUIPMENT SCHEDULE NO. 02 TO THE MASTER
EQUIPMENT LEASE/PURCHASE AGREEMENT WITH BANC
OF AMERICA PUBLIC CAPITAL CORP. FOR THE
ACQUISITION, FINANCING AND LEASING OF CERTAIN
EMERGENCY AMBULANCE TRANSPORT EQUIPMENT (TO
INCLUDE AMBULANCES, GURNEYS, RADIO EQUIPMENT,
AND CARDIAC MONITOR EQUIPMENT) FOR THE PUBLIC
BENEFIT WITHIN THE TERMS HEREIN PROVIDED;
AUTHORIZING THE EXECUTION AND DELIVERY OF
OTHER DOCUMENTS REQUIRED IN CONNECTION
THEREWITH; AND AUTHORIZING THE TAKING OF ALL
OTHER ACTIONS NECESSARY TO THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED BY THIS
RESOLUTION ALL IN FINAL FORMS APPROVED BY THE
CITY ATTORNEY
WHEREAS, the City of Chula Vista (the “Lessee”), a municipal corporation and charter
city duly organized and existing under a charter pursuant to which the City has the right and power
to make and enforce all laws and regulations in respect to municipal affairs and certain other
matters in accordance with and as more particularly provided in Section 3, 5 and 7 of Article XI
of the Constitution of the State of California, is authorized by the laws of the State of California
and its Charter to acquire, finance and lease personal property (tangible and intangible) for the
benefit of the Lessee and its inhabitants and to enter into contracts with respect thereto; and
WHEREAS, the City Council of the Lessee (the “City Council”) has determined that a
need exists for the acquisition, financing and leasing of certain equipment consisting of medix
ambulance, emergency radios and accessories, power gurney system and cardiac monitor and
defibrillator and automatic CPR devices, which constitutes personal property necessary for the
Lessee to perform essential governmental functions (collectively, the “Equipment”) on the terms
herein provided; and
WHEREAS, in order to acquire such Equipment, the Lessee proposes to enter into that
certain Equipment Schedule No. 02 (the “Equipment Schedule”) with Banc of America Public
Capital Corp (or one of its affiliates), as lessor (the “Lessor”), substantially in the proposed form
presented to the City Council at this meeting, which Equipment Schedule incorporates by reference
the terms and provisions of that certain Master Equipment Lease/Purchase Agreement dated as of
July 28, 2020, by and between Lessor and Lessee (the “Agreement”); and
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WHEREAS, the City Council deems it for the benefit of the Lessee and for the efficient
and effective administration thereof to enter into the Equipment Schedule and the other
documentation relating to the acquisition, financing and leasing of the Equipment to be therein
described on the terms and conditions therein and herein provided.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the Lessee as follows:
Section 1. Findings and Determinations. It is hereby found and determined that the
terms of Equipment Schedule No. 02. and the Payment Schedule to the Equipment Schedule,
attached thereto), in the form presented to the City Council at this meeting, are in the best interests
of the Lessee for the acquisition financing and leasing of the Equipment.
Section 2. Approval of Documents. The form, terms and provisions of the Equipment
Schedule and the form of Payment Schedule, attached thereto, are hereby approved in substantially
the forms presented at this meeting, with such insertions, omissions and changes as shall be
approved by the City Manager of the Lessee or the City Attorney of the Lessee (the “Authorized
Officials”) executing the same, the execution of such documents being conclusive evidence of
such approval; and the City Manager of the Lessee is hereby authorized and directed to execute,
the City Clerk of the Lessee is hereby authorized and directed to attest and the City Attorney of
the Lessee is hereby authorized and directed to approve as to form, the Equipment Schedule and
any related Exhibits attached thereto and to deliver the Equipment Schedule (including such
Exhibits) to the respective parties thereto. The Authorized Officials are each hereby authorized
and directed to sign and deliver on behalf of the Lessee the Equipment Schedule under which a
separate Lease (as defined in the Agreement) is created, the Payment Schedule attached thereto,
any related Escrow Agreement and any related exhibits attached thereto if and when required;
provided, however, that, without further authorization from the City Council of the Lessee, (a) the
aggregate principal component of Rental Payments under all Leases entered into pursuant to the
Agreement shall not exceed $10,000,000 ($4,493,100.00 for Equipment Schedule No. 02); (b) the
maximum term of the Equipment Schedule shall not exceed six years; and (c) the maximum
interest rate used to determine the interest component of Rental Payments under the Equipment
Schedule shall not exceed the lesser of the maximum rate permitted by law or 2.0% per annum.
The Authorized Officials may sign and deliver the Equipment Schedule to the Lessor on behalf of
the Lessee pursuant to the Agreement on such terms and conditions as they shall determine are in
the best interests of the Lessee up to the maximum aggregate principal component, maximum term
and maximum interest rate provided above. The foregoing authorization shall remain in effect for
a period of one year from the date hereof during which the Authorized Officials are authorized to
sign and deliver the Equipment Schedule pursuant to the Agreement on the terms and conditions
herein provided.
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Section 3. Other Actions Authorized. The officers and employees of the Lessee shall
take all action necessary or reasonably required by the parties to the Equipment Schedule to carry
out, give effect to and consummate the transactions contemplated thereby (including the execution
and delivery of Final Acceptance Certificate, Escrow Agreement, Disbursement Requests and any
tax certificate and agreement, as contemplated in the Equipment Schedule and 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
Equipment Schedule and the Agreement.
Section 4. No General Liability. Nothing contained in this Resolution, the Equipment
Schedule, the Agreement, any Escrow Agreement 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 Equipment Schedule, the Agreement, any Escrow Agreement 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 Equipment Schedule entered into pursuant to the
Agreement are limited obligations of the Lessee, subject to annual appropriation, as provided in
the Agreement.
Section 5. Appointment of Authorized Lessee Representatives. The City Manager and
Director of Finance of the Lessee are each hereby designated to act as authorized representatives
of the Lessee for purposes of the Equipment Schedule and related Escrow Agreement until such
time as the City Council of the Lessee shall designate any other or different authorized
representative for purposes of the Equipment Schedule and any Escrow Agreement.
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, clause or provision shall not affect any of the remaining provisions of this
Resolution.
Section 7. Repealer. All bylaws, orders and resolutions or parts thereof, inconsistent
herewith, are hereby repealed to the extent only of such inconsistency with respect to this
Resolution. This repealer shall not be construed as reviving any bylaw, order, resolution or
ordinance or part thereof.
Section 8. Effective Date. This Resolution shall be effective immediately upon its
approval and adoption.
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Presented by Approved as to form by
David Bilby, MSBA, CPFO Glen R. Googins
Director of Finance/Treasurer City Attorney
PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista,
California, this 28th day of July 2020 by the following vote:
AYES: Councilmembers: Diaz, McCann, Padilla, and Casillas Salas
NAYS: Councilmembers: None
ABSENT: Councilmembers: None
ABSTAIN: Councilmembers: Galvez
Mary Casillas Salas, Mayor
ATTEST:
Kerry K. Bigelow, MMC, City Clerk
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
CITY OF CHULA VISTA )
I, Kerry K. Bigelow, City Clerk of Chula Vista, California, do hereby certify that the foregoing
Resolution No. 2020-167 was duly passed, approved, and adopted by the City Council at a regular
meeting of the Chula Vista City Council held on the 28th day of July 2020.
Executed this 28th day of July 2020.
Kerry K. Bigelow, MMC, City Clerk
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