A RESOLUTION AUTHORIZING THE NEGOTIATION, EXECUTION, AND DELIVERY OF THE GOVERNMENTAL LEASE-PURCHASE AGREEMENT NO. 001-0838519-300, DATED MARCH 17, 2022, IN PRINCIPAL AMOUNT NOT TO EXCEED $343,719.18, BETWEEN THE VILLAGE OF KILLBUCK, OHIO, 138 SOUTH MAIN STREET, KILLBUCK, OH 44637, AND THE HUNTINGTON NATIONAL BANK, 1405 XENIUM LANE NORTH (PCC180), PLYMOUTH, MN 55441; PRESCRIBING OTHER DETAILS IN CONNECTION THEREWITH; AND DECLARING AN EMERGENCY
WHEREAS, the Village of Killbuck, Ohio is a political subdivision duly
organized and existing pursuant to the Constitution and laws of the State of Ohio;
WHEREAS, pursuant to Village of Killbuck, Ohio Ordinance No. 2021-04, the Village previously found the Village’s Vactor Combination Sewer Truck to be obsolete or unfit for the use for which it was acquired, and declared that the Village’s Vactor Combination Sewer Truck may be traded-in in connection with the acquisition of a new Sewer Equipment Company of America Sewer Truck from Brown Equipment Company;
WHEREAS, pursuant to Village of Killbuck, Ohio Ordinance No. 2021-04, the Council of the Village of Killbuck approved the ordering, financing, and purchasing of the Sewer Equipment Company of America 900 ECO Combination Sewer Truck Ingle Axle 9 Yard (the “new sewer truck”) pursuant to the applicable State Cooperative Purchasing Program price, terms, and conditions set forth in State of Ohio Schedule/Contract No. 800729 and STS Index No. STS670, and the Village also approved entering into finance lease documents concerning the new sewer truck with TCF Financial Bank at a later date;
WHEREAS, pursuant to Village of Killbuck, Ohio Ordinance No. 2021-04, the Council for the Village of Killbuck approved the financing “quotation” from TCF National Bank dated April 5, 2021, and authorized the Mayor and/or Fiscal Officer to execute all agreements and documents necessary to carry out the acquisition of the new sewer truck;
WHEREAS, in June, 2021, TCF National Bank was acquired by The Huntington National Bank, and therefore The Huntington National Bank, 1405 Xenium Lane North (PCC180), Plymouth, MN 55441, shall be the named lessor under the finance lease documents concerning the new sewer truck;
WHEREAS, due to timing of the delivery of the new sewer truck by Brown Equipment Company, the finance lease interest rate has changed to the updated lease interest rate stated in the Governmental Lease-Purchase Agreement No. 001-0838519-300, dated as of March 17, 2022 (the “Lease”), attached hereto;
WHEREAS, the Village of Killbuck, Ohio (the “Lessee”) is duly authorized by applicable law to acquire such items of personal property (the new sewer truck) as are needed to carry out its governmental functions and to acquire such personal property (the new sewer truck) by entering into lease-purchase agreements;
WHEREAS, Lessee hereby finds and determines that the execution of the Lease for the purpose of leasing with the option to purchase the property designated and set forth in Schedule No. 001-0838519-300 to the Lease (the new sewer truck) is appropriate and necessary to the function and operations of the Lessee;
WHEREAS, The Huntington National Bank (the “Lessor”) shall act as Lessor under said Lease; and
WHEREAS, the Lease shall not constitute a general obligation indebtedness of the Lessee within the meaning of the Constitution and laws of the State.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE VILLAGE OF KILLBUCK, OHIO:
Section 1. The Lease, in substantially the form as presently before the Council of the Lessee, is hereby approved, and the Mayor and Village Fiscal Officer of the Lessee are each hereby separately authorized to negotiate, enter into, execute, and deliver the Lease and related documents in substantially the form as presently before the governing body of the Lessee, with such changes therein as shall be approved by such officer(s), and which Lease will be available for public inspection at the offices of Lessee.
Section 2. The Lessee shall, and the officers, agents, and employees of the Lessee are hereby authorized and directed to take such further action and execute such other documents, certificates, and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution, and to carry out, comply with and perform the duties of the Lessee with respect to the Lease.
Section 3. The Lessee’s obligations under the Lease shall be expressly subject to annual appropriation by Lessee; and such obligations under the Lease shall not constitute a general obligation of Lessee or indebtedness of Lessee within the meaning of the Constitution and laws of the State of Ohio.
Section 4. All other related contracts and agreements necessary and incidental to the Lease are hereby authorized, ratified and approved.
Section 5. This Council hereby covenants that it will restrict the use of the proceeds of the Lease in such manner and to such extent, if any, and take such other actions as may be necessary, after taking into account reasonable expectations at the time the Lease is incurred, so that it will not constitute an obligation the interest on which is subject to federal income taxation or “arbitrage bonds” under Sections 103(b)(2) and 148 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations prescribed thereunder, including any expenditure requirements, investment limitations, or rebate requirements. Lessee reasonably anticipates to issue not more than $10,000,000 of tax-exempt obligations (other than “private activity bonds” which are not “qualified 501(c)(3) bonds”) during the current calendar year and hereby designates the Lease as a “qualified tax-exempt obligation” for purposes of Section 265(b) of the Code.
Section 6. It is found and determined that all formal actions of this Council concerning and relating to the adoption of this Resolution were adopted in an open meeting of Council, and that all deliberations of the Council and of any of its committees that resulted in such formal action were in meetings open to the public in compliance with all legal requirements.
Section 7. This Resolution is hereby declared to be an emergency measure, necessary for the immediate preservation of the public peace, health, or safety, for the reason that the Lease must be authorized and executed on April 6, 2022, and this Resolution is necessary to provide full authority for same, and therefore upon adoption of this Resolution this Resolution shall take effect immediately.
PASSED as emergency this 6th day of April, 2022.
SIGNATURES ON FILE