ATTACHMENT A
Barstow City Council
Resolution No.
XX-2025
1 RESOLUTION NO. XX-2025
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BARSTOW, AUTHORIZING THE EXECUTION
AND DELIVERY OF A MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT, PAYMENT SCHEDULE NO. 1 THEREUNDER, AND AN ESCROW AGREEMENT WITH RESPECT TO THE
ACQUISITION, PURCHASE, FINANCING, AND LEASING OF CERTAIN EQUIPMENT FOR THE PUBLIC BENEFIT; AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS REQUIRED IN CONNECTION THEREWITH; AND AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION.
WHEREAS, the City of Barstow (the “Lessee”), a body politic and corporate duly organized and existing as a city and political subdivision of the State of California, is authorized by the laws of the State of California to purchase, acquire, and lease personal property for the benefit of the Lessee and those it provides services to and to enter into contracts with respect thereto;
WHEREAS, the Lessee desires to purchase, acquire and lease certain equipment constituting personal property necessary for the Lessee to perform essential governmental functions, consisting of one (1) new fire truck, one (1) brush truck and other necessary equipment Lessee or its Designated Officers may deem necessary and/or desirable (the “Equipment”), in an amount not more than $1,700,000.00, which includes the cost of issuance, will be acquired through the equipment lease-purchase described herein;
WHEREAS, in order to acquire such Equipment, the Lessee proposes to enter into a Master Equipment Lease-Purchase Agreement (together with Payment Schedule No. 1 and all related exhibits, schedules, and certificates attached thereto, the “Lease Agreement”) with Holman Capital Corporation (the “Lessor”) and one Escrow Agreement (together the Disbursement/Payment Request Form and Acceptance Certificate, the “Escrow Agreement”) with the Lessor and Community Bank of Santa Maria (or substitute selected by Lessor), as escrow agent;
WHEREAS, the Lessor has agreed to assign all of its rights, title and interest in and to the Equipment, the Lease Agreement and the Escrow Agreement (collectively, the “Transaction Documents”) to Community Bank of Santa Maria (or substitute selected by Lessor) and the Lessee has consented and acknowledged to the foregoing; WHEREAS, the City Council of the Lessee deems it for the benefit of the Lessee and for the efficient and effective administration thereof to enter into the Transaction Documents for the purchase, acquisition, and leasing of the Equipment to be therein described on the terms and conditions therein provided;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BARSTOW DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS:
Section 1. Approval of Documents. The City Council of the Lessee hereby approves the form, terms and provisions of the Transaction Documents in substantially the forms presented to this meeting and authorizes and directs Andrew Espinoza Jr., Lessee’s City
2 Manager, and such other persons as he may delegate (the “Designated Officers”), and each of them individually, for and in the name of and on behalf of the Lessee, to execute and deliver the Transaction Documents, and any related Certificate, Exhibits, or other documents attached thereto in such forms with such changes, insertions, revisions, corrections, or amendments as shall be approved by the officer executing them. The execution of the foregoing by a Designated Officer shall constitute conclusive evidence of such officer’s and the City Council’s approval of any such changes, insertions, revisions, corrections, or amendments to the respective forms of agreements presented to this meeting.
Section 2. Other Actions Authorized. The officers and employees of the Lessee shall take all action necessary or reasonably required by the parties to the Transaction Documents to carry out, give effect to, and consummate the transactions contemplated thereby (including the execution and delivery of Certificates of Acceptance and Disbursement/Payment Requests, Notice and Acknowledgements of Assignments, and any tax certificate and agreement, each with respect to and as contemplated in the Agreement and/or Escrow 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 Transaction Documents. The Designated Officers and all other officers and employees of the Lessee are hereby directed and authorized to take and shall take all action necessary or reasonably required in order to select, purchase, and take delivery of the Equipment. All actions heretofore taken by officers, employees, and agents of the Lessee that are in conformity with the purposes and intent of this resolution are hereby approved, confirmed, and ratified.
Section 3. No General Liability. Nothing contained in this Resolution No.
XX-2025 the Transaction Documents, 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 No. XX-2025 the Transaction Documents, 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 Transaction Documents are special limited obligations of the Lessee as provided therein.
Section 4. Appointment of Authorized Lessee Representatives. The Designated Officers are each hereby designated to act as authorized representatives of the Lessee for purposes of the Transaction Documents until such time as Lessee’s City Council shall designate any other or different authorized representative for purposes of the Transaction Documents.
Section 5. 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 No. XX-2025 3 Section 6. Repealer. All bylaws, orders, and resolutions or parts thereof, inconsistent herewith, are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order, resolution, or ordinance or part thereof.
Section 7. Effective Date. This Resolution XX-2025 shall be effective immediately upon its approval and adoption.
PASSED, APPROVED, AND ADOPTED this 20th day of May, 2025.
Timothy R. Silva,
Mayor
ATTEST:
AYES:
NOES:
ABSENT:
ABSTAIN:
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Andrea Flores, City Clerk
MAYOR COURTNEY, MAYOR PRO TEM NOBLE, COUNCIL MEMBERS ROSE,
AND HERNANDEZ
COUNCIL MEMBER KRUSE
Andrea Flores,
City Clerk
I, Andrea Flores, City Clerk for the City of Barstow and Ex-Officio Clerk for the City Council DO HEREBY CERTIFY UNDER PENALTY OF PERJURY that the foregoing is a true and correct copy of Resolution No. __72XX__-2025, was adopted by said City Council at a regular meeting held on January 21, 2025, by the following vote: