CITY OF HOMER

HOMER, ALASKA

City Manager

FORM OF AUTHORIZING

RESOLUTION 02-50

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HOMER, ALASKA AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE-PURCHASE AGREEMENT AND RELATED DOCUMENTS WITH RESPECT TO THE LEASE FOR A SNOWPLOW/SANDER/GRADER; AUTHORIZING THE EXECUTING 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 HOMER, ALASKA (the "Lessee"), a body politic and corporate duly organized and existing as a political subdivision, municipal corporation or similar public entity of the State of Alaska, is authorized by the laws of the State of Alaska, to lease property for the benefit of the Lessee and its inhabitants and to enter into contracts with respect thereto; and

WHEREAS, the Lessee desires to lease a snowplow/sander/grader (equipment) for the Lessee to perform essential governmental functions; in the principal amounts and at the terms proposed in the lease purchase letter from Wells Fargo Brokerage Services LLC dated July 15, 2002 and a second letter dated July 29, 2002; and

WHEREAS, in order to lease such equipment, the Lessee proposes to enter into that certain Master Lease Purchase Agreement (the “Agreement”) and related documents from time to time provided in the Agreement with Wells Fargo Brokerage Services, LLC (the “Lessor”), the form of which has been presented to the City Council of the Lessee at this meeting; and

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 Agreement and the related documents as provided in the Agreement for the lease to be therein described on the terms and conditions therein provided;

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Homer, Alaska as follows:

Section 1. Approval of Documents.

The form, terms and provisions of the Agreement and the related documents as provided

in the Agreement are hereby approved in substantially the forms presented at this meeting, with

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such insertions, omissions and changes as shall be approved by the City Manager of the Lessee, 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 Agreement and all related

documents and to deliver the Agreement and all related documents (including Exhibits) to the respective parties thereto.

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 Agreement and all related documents to carry out, give effect to and

consummate the transactions contemplated thereby (including without limitation the execution

and delivery of Acceptance Certificates, IRS Forms and any tax certificate and agreement and all

other documents 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.

Section 3. No General Liability.

Nothing contained in this Resolution, the Agreement any related document or 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 related 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 or purchase payments payable under the Agreement are special limited

obligations of the Lessee as provided in the Agreement.

Section 4. Appointment of Authorized Lessee Representatives.

The City Manager and Finance Director of the Lessee are each hereby designated to act as authorized representatives of the Lessee for purposes of the Agreement and all related documents until such time as the City Council of the Lessee shall designate any other or different authorized representative for purposes of the Agreement and all related documents.

Section 5. Qualified Tax-Exempt Obligation.

The Lessee hereby represents that the Lessee (including all “subordinate entities” of the

Lessee within the meaning of Section 265(b)(3)(E) of the Code) reasonably anticipates not to

issue in the 2002 calendar year obligations bearing interest exempt from federal income taxation

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under Section 103 of the Code (other than “private activity bonds” as defined in Section 141 of

the Code) in an amount greater than $10,000,000.00. Pursuant to Section 265(b)(3) of the Code,

the Lessee hereby specifically designates the obligations under the Agreement as a “qualified

tax-exempt obligation” with the meaning of Section 265(b)(3)(B) of the Code.

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,

or provision shall not affect any of the remaining provisions of this Resolution.

Section 7. Repealer.

All 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 order, resolution or ordinance or part thereof.

Section 8. Effective Date.

This Resolution shall be effective immediately upon its approval and adoption.

ADOPTED AND PASSED by the City Council of the Lessee this 26th day of August, 2002.

LESSEE: CITY OF HOMER, ALASKA

By:

Printed Name: Jack Cushing

Title: Mayor

ATTEST:

By:

Printed Name: Mary L. Calhoun

Title: City Clerk

APPROVED as to form:

Gordon Tans, City Attorney

Fiscal Note: Acct. 100.5607.170, $300,000.00, Appropriated in Ordinance 02-21(S).