RES-2016-227RESOLUTION NO. 2016-227
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM, AUTHORIZING THE EXECUTION AND
DELIVERY OF A LEASE AGREEMENT WITH BANC OF
AMERICA PUBLIC CAPITAL CORP, AS LESSOR, AND
SEPARATE SCHEDULES THERETO FOR THE
ACQUISITION, PURCHASE, FINANCING AND LEASING OF
CERTAIN EQUIPMENT WITHIN THE TERMS HEREIN
PROVIDED; AUTHORIZING THE EXECUTION AND
DELIVERY OF OTHER DOCUMENTS REQUIRED IN
CONNECTION THEREWITH; AND AUTHORIZING ALL
OTHER ACTIONS NECESSARY TO THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED BY THIS
RESOLUTION.
WHEREAS, the City of Anaheim (the "Lessee"), a municipal corporation, duly
organized and existing under the laws of the State of California, is authorized by the laws of the
State of California to purchase, acquire 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 has determined that a need exists for the acquisition,
purchase and financing of certain property consisting of 800 MHz radio equipment and
accessories (collectively, the "Equipment") on the terms herein provided; and
WHEREAS, in order to acquire such Equipment, the Lessee proposes to enter into that
certain Lease Agreement (the "Agreement") 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, and separate Schedules thereto substantially in the form attached to the
Agreement; and
WHEREAS, the City Council deems it for the benefit of the Lessee and for the efficient
and effective administration thereof to enter into the Agreement and separate Schedules relating
thereto from time to time as provided in the Agreement for the purchase, 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 CITY
OF ANAHEIM AS FOLLOWS:
Section 1. Findings and Determinations. It is hereby found and determined that the
terms of the Agreement (including the form of Schedule of Property and the form of Rental
Payment Schedule, both attached thereto), in the form presented to the City Council at this
meeting, are in the best interests of the Lessee for the acquisition, purchase, financing and
leasing of the Equipment.
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Section 2. Approval of Documents. The form, terms and provisions of the Agreement
(including the form of Schedule of Property and the form of Rental Payment Schedule, both
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 Finance Director, City Clerk
and City Attorney of the Lessee (the "Authorized Officials") executing the same, the execution
of such documents being conclusive evidence of such approval. The Authorized Officials are
each hereby authorized and directed to sign and deliver on behalf of the Lessee the Agreement,
each Schedule thereto under which a separate Lease (as defined in the Agreement) is created,
each Rental Payment Schedule attached thereto 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 $7,531,118.80; (b) the maximum term under any
Lease entered into pursuant to the Agreement shall not exceed ten (10) years; and (c) the
maximum interest rate used to determine the interest component of Rental Payments under each
Lease shall not exceed the lesser of the maximum rate permitted by law or [ten percent (10%)]
per annum. The Authorized Officials may sign and deliver Leases 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 [two] years from the date hereof during which the Authorized Officials are
authorized to sign and deliver Leases pursuant to the Agreement on the terms and conditions
herein provided and to be provided in each such Lease.
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 Agreement to carry out, give .
effect to and consummate the transactions contemplated thereby (including the execution and
delivery of Final Acceptance Certificates, Escrow Agreements and any tax certificate and
agreement, as contemplated in the 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 Agreement and each Lease.
Section 4. No General Liability. Nothing contained in this Resolution, the Agreement,
any Lease, 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
Agreement, any Lease, 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 each Lease entered into pursuant to the Agreement are limited obligations of the Lessee,
subject to annual appropriation, as provided in the Agreement.
Section S. Appointment of Authorized Lessee Representatives. The Finance Director
of the Lessee is hereby designated to act as authorized representatives of the Lessee for purposes
of each Lease and the 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
Agreement and any Lease or Escrow Agreement.
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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. Effective Date. This Resolution shall be effective immediately upon its
approval and adoption.
THE FOREGOING RESOLUTION is approved and adopted by the City Council of the
City of Anaheim this 22"d day of November, 2016, by the following roll call vote:
AYES: Mayor Tait and Council Members Kring, Murray, Brandman,
and Vanderbilt
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST -
BY:
CITY CLERK OF THE CITY OF ANAHEIM
120013
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CITY OF ANAHEIM
BY: Z1//Z
MA OR OF THE CITY OF ANAHEIM
CLERK'S CERTIFICATE
STATE OF CALIFORNIA )
COUNTY OF ORANGE ss.
CITY OF ANAHEIM
1, LINDA ANDAL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the
original Resolution No. 2016-227 adopted at a regular meeting provided by law, of the Anaheim
City Council held on the 22nd day of November, 2016, by the following vote of the members
thereof:
AYES: Mayor Tait and Council Members Kring, Murray, Brandman, and Vanderbilt
NOES: None
ABSTAIN: None
ABSENT: None
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of November, 2016.
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(SEAL)