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Resolutions of
The Board of Trustees

Lincoln University, PA
 

RESOLUTION 212
June 23, 2005


MASTER LEASE TO FINANCE NEW ACADEMIC/                                                          RES212_062305
ADMINISTRATIVE SOFTWARE AND HARDWARE SYSTEM

WHEREAS, Lincoln University of Pennsylvania is a public university in the Commonwealth of Pennsylvania System of Higher Education with municipal police power and the power to issue its own tax exempt municipal bonds in th4 capital markets; and

WHEREAS, Lincoln University of Pennsylvania is a 501c 3 charitable organization as determined by the United States Internal Revenue Service; and

WHEREAS, The Lincoln University administration has determined that it is necessary and advisable to acquire certain computer technology for the administration of students and software to control its finances (hereinafter referred to as the System) to replace its existing systems used by the University; and

WHEREAS, Lincoln University desires to enter into a tax-exempt lease agreement to finance acquisition and implementation of the System (the “Agreement”); and

WHEREAS, A bid process of selection determined Datatel Corporation’s Colleague system to be the successful bidder for the new administrative system along with other related software suppliers; and

WHEREAS, The software and other costs to be paid to Datatel Corporation and its other software suppliers are for one time costs and leases of software and maintenance charges in the form of leases and other pertinent agreements; and

WHEREAS, A bid process of selection determined that the method of financing the majority of the costs of software acquisition and implementation to be a Master Lease from Key Government Finance (hereinafter referred to as the Master Lease); and

WHEREAS, The Lincoln University administration has determined the total system costs to be financed are estimated not to exceed $3,500,000; and

WHEREAS, Key Government Finance, Inc. has agreed to acquire the Agreement under terms favorable to this Board; and

WHEREAS, The Master Lease will be for a 10-year term at an interest rate set at 5 basis points above like term United States Treasury instruments; and

WHEREAS, The exact interest rate the Master Lease will be fixed at the times that funds are paid to the various suppliers for the individual costs of software and implementation of the system; and

WHEREAS, The Master Lease will be debt that does not pledge any of the general revenues of Lincoln University; and

WHEREAS, The Master Lease will be debt that does not pledge any of the other specific assets of Lincoln University; and

WHEREAS, The Master Lease will be debt that is secured by only Lincoln University’s promise to pay Key Government Finance and such security interest filings as are normally issued by a financing organization in connection with such debt; and

WHEREAS, The Master Lease will be reviewed by both Fulton Bank and Financial Guarantee Insurance Company to be consistent with the terms of the rest of Lincoln University’s debt structure once the final details are set forth; therefore, be it

RESOLVED, That Lincoln University of Pennsylvania is a public university in the Commonwealth of Pennsylvania System of Higher Education with municipal police power and the power to issue its own tax exempt municipal bonds in the capital markets; and further

RESOLVED, That Lincoln University of Pennsylvania is a 501 c 3 charitable organization as determined by the United States Internal Revenue Service; and further

RESOLVED, That the $3,500,000 Master Lease with Key Government Finance is hereby approved subject to the further agreement of Fulton Bank and Financial Guarantee Insurance Company; and further

RESOLVED, That Lincoln University hereby authorizes the President and Vice President for Fiscal Affairs, (the “Executing Official”) on behalf of the University and without further action by the Board, to negotiate the terms of, and execute and deliver the Agreement and other related documentation necessary to carry out this Resolution and obtain financing for the Equipment; and further

RESOLVED, That Lincoln University covenants not to take any action or omit any action if the taking or omission would cause interest paid pursuant to the Agreement to be includable in gross income for federal income tax purposes pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended (the “Code”).  The Executing Official may enter into additional covenants on behalf of Lincoln University to protect the tax-exempt status of interest which is payable under the Agreement.









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