RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMMERCE, AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE PURCHASE AGREEMENT, AN ESCROW AGREEMENT AND EQUIPMENT SCHEDULE The undersigned, being the City Council of the City of Commerce (the “City”), a body politic and corporate duly organized and existing as a California municipal corporation, does hereby consent to the taking of the following actions by the City as of the date hereof; WHEREAS, the City Council of the City of Commerce (the “City Council”) desires to cause the City and hereby authorizes the City by the laws of the State of California to purchase, acquire, and lease personal property for the benefit of the City and those it provides services to and to enter into contracts with respect thereto; WHEREAS, the City Council desires to cause the City to purchase, acquire and lease certain equipment constituting personal property (the “Equipment”) necessary for the City to perform essential governmental functions as deemed necessary and/or desirable by its Designated Officers (defined below); WHEREAS, the City Council desires to cause the City to finance the Equipment in an amount not to exceed $9,738,379.00 (along with the City’s costs incurred for the financing, the “Financed Amount”); WHEREAS, in order to acquire such Equipment, the City proposes to enter into an Equipment Lease-Purchase Agreement (together with the Equipment Schedule and all related exhibits, schedules, and certificates attached thereto, the “Lease Agreement”) with Alliance Funding Solutions, Inc., a California corporation (the “Lessor”) for the Financed Amount secured by the Equipment, and one Escrow Agreement (together with the Disbursement/Payment Request Form and Acceptance Certificate attached thereto, the “Escrow Agreement”) with the Lessor and an escrow agent (approved by Lessor), in substantially the forms presented to the City Council at this meeting; WHEREAS, the City Council deems it for the benefit of the City and for the efficient and effective administration thereof to enter into the Lease Agreement and the Escrow Agreement (collectively, the “Transaction Documents”) for the purchase, acquisition, and leasing of the Equipment to be therein described on the terms and conditions therein provided; WHEREAS, the City Council finds that funds for the repayment of the financing provided under the Lease Agreement are projected to be available from revenues resulting from sales of electricity or thermal energy from the Equipment and/or from funding that otherwise would have been used for purchase of electrical, thermal, or other energy required by the City in the absence of the Equipment, or both; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Commerce as follows:
RESOLVED, that the City Council hereby approves the form, terms and provisions of the Transaction Documents in substantially the forms presented to the City Council on or about the date hereof; RESOLVED FURTHER, that the City Council hereby authorizes and directs the Mayor, the City Manager, the Assistant City Manager, and such other persons as they may delegate (the “Designated Officers”), and each of them individually, on behalf of the City, to execute and deliver the Transaction Documents; provided that the principal amount financed through the Lease Agreement shall not exceed the Financed Amount, the interest rate set forth in the Lease Agreement shall not exceed 5.15%, and the term of the Lease Agreement shall not exceed 20 years; RESOLVED FURTHER, that the execution of the Transaction Documents by any 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 Transaction Documents; RESOLVED FURTHER, that Stradling Yocca Carlson & Rauth is appointed to serve as Special Counsel to the City and Urban Futures, Inc. is appointed to serve as Municipal Advisor to the City in connection with the transaction approved by this Resolution and the Designated Officers are hereby authorized and directed to execute and deliver such agreements and instruments as are appropriate to engage the services of such Special Counsel and Municipal Advisor; RESOLVED FURTHER, that the officers and employees of the City shall take all action necessary or reasonably required by the Transaction Documents to carry out, give effect to, and consummate the transactions contemplated thereby and to take all action necessary in conformity therewith; RESOLVED FURTHER, that the Designated Officers and all other officers and employees of the City 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; RESOLVED FURTHER, that Nothing contained in this Resolution or the Transaction Documents shall be construed with respect to the City as incurring a pecuniary liability or charge upon the general credit of the City or against its taxing power, nor shall the breach of any provision contained in this Resolution or the Transaction Documents impose any pecuniary liability upon the City or any charge upon its general credit or against its taxing power; RESOLVED FURTHER, that the Designated Officers are each hereby designated to act as authorized representatives of the City for purposes of the Transaction Documents until such time as the City Council shall remove such designation; RESOLVED FURTHER, that any actions authorized pursuant to the authority given hereunder and heretofore taken by the City, or any Designated Officer on behalf of the City, in connection with the transactions contemplated by the foregoing resolutions be, and they hereby are, approved, ratified and confirmed in all respects. [SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF the undersigned has executed this Resolution as of the date set forth above and this Resolution was duly passed and adopted at a meeting of the City Council of the City held on December 12, 2023 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________________
Mayor
ATTEST:
By:
City Clerk
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