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HomeMy WebLinkAboutReso. 1988-448 - Approving the form of a first supplemental agreement to joint exerciseq RESOLUTION NO. U S' Y "7 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING THE FORM OF A FIRST SUPPLEMENTAL AGREEMENT TO JOINT EXERCISE OF POWERS AGREEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY THEREOF; APPROVING THE FORM OF AN EQUIPMENT LEASE (EQUIPMENT ACQUISITION PROGRAM) , A TRUST AGREEMENT, A CERTIFICATE PURCHASE AGREEMENT, AND AN OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY THEREOF; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION WITH A LEASE PURCHASE FINANCING . WHEREAS, the City of Redding (the "City" ) and the Housing Authority of the City of Redding (the "Housing Authority" ) have created and established, pursuant to the laws of the State of California, the Redding Joint Powers Financing Authority (the "Authority" ) for the purposes stated in the Joint Exercise of Powers Agreement , dated December 6 , 1988 (the "Joint Powers Agreement" ) , by and between the City and the Housing Authority; and WHEREAS, the City and the Housing Authority desire to make certain amendments to the Joint Powers Agreement to allow the Authority to assist the City to finance the acquisition of certain equipment and other personal property (the "Equipment" ) ; and WHEREAS, the City has determined that it is desirable and furthers the public purpose and that there are II li significant public benefits to be derived from securing the assistance of the Authorityin financingthe acquisition of q the Equipment in that the City and the Housing Authority will 1 UQ • • benefit from demonstrable savings in the cost of financing such acquisition as a result of their participation in the Authority; and WHEREAS, in order to achieve such public purpose, the City desires to authorize the execution and delivery of documents and authorize certain other actions in connection with the lease purchase financing of the acquisition of the Equipment for the City; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Redding as follows : Section 1 . The City Council hereby finds and 1i determines that the execution and delivery of the documents described below and the consummation of the transactions I I contemplated therein shall result in significant public benefits to the City in that the City expects to benefit from demonstrable savings in costs related to financing the acquisition of the Equipment . Section 2 . The proposed form of First Supplemental Agreement to Joint Powers Agreement, dated December 20, 1988 (the "First Supplement" ) , between the City and the Housing Authority, presented to this meeting , is hereby approved . The Mayor or the City Manager, each acting alone, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the First Supplement in substantially said form, with such changes therein as such 2 � • • officer and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof . Section 3 . The proposed form of Equipment Lease (Equipment Acquisition Program) , dated as of December 1, 1988 (the "Equipment Lease") , between the City and the Authority, presented to this meeting, is hereby approved . The City Council hereby specifically finds and declares that the representations of the City set forth in Section 2 .01 of the Equipment Lease are true and correct . The Mayor, the City Manager or the Director of Finance, each acting alone, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Equipment Lease in substantially said form, provided that the total principal components of the rental payments specified in Exhibit B thereof does not exceed $4 , 000, 000 and with such other changes therein as such officer and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof . The payment dates , interest components , terms of prepayment and other terms of said rental payments shall be as provided in the Equipment Lease, as finally executed. The City represents that (i) the Equipment Lease is not a "private activity bond" as defined in Section 141 of the Internal Revenue Code of 1986 (the "Code" ) and ( ii) the aggregate face amount of all obligations of the City 3 1874c S ( including all subordinate entities of the City) the interest on which is not includable in federal gross income (other than "private activity bonds" as defined in Section 141 of the Code) , issued during calendar year 1988 are not expected to exceed $10, 000, 000; and the City hereby designates the Equipment Lease as a qualified tax-exempt obligation for purposes of paragraph 3 of Section 265(b) of the Code . Section 4 . The proposed form of Trust Agreement , dated as of December 1, 1988 (the "Trust Agreement" ) , among the City, the Authority and Security Pacific National Bank, as trustee (herein called the "Trustee" ) , presented to this 7 meeting, is hereby approved. The Mayor , the City Manager or the Director of Finance, each acting alone, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Trust Agreement in substantially said form, with such changes therein as such officer and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof . Section 5 . The proposed form of Certificate Purchase Agreement, dated December 20, 1988 (the "Certificate Purchase Agreement" ) to be executed by George K. Baum and _7 Company,p y, as purchaser (herein called the "Purchaser" ) , and to be accepted and agreed to by the City, approved and agreed to by the Authority and received and acknowledged by the Trustee, presented to this meeting, is hereby approved. The Mayor, the 4 ii 1874c 411 City Manager or the Director of Finance, each acting alone, is hereby authorized and directed to execute and deliver to the Purchaser the Certificate Purchase Agreement in substantially said form, evidencing such approval by the City, with such changes therein as such officer or the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof . Section 6 . The proposed form of Preliminary - 4,117 Official Statement dated December 14 , 1988, relating to the lease purchase financing, presented to this meeting, and the previous distribution thereof by the Purchaser , are hereby ratified, confirmed and approved. The Mayor, the City Manager or the Director of Finance, each acting alone, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver an official statement dated December 20 , 1988 (the "Official Statement" ) in substantially the form of the Preliminary Official Statement , with such changes therein as such officer and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof . The Purchaser is hereby directed to deliver copies of the Official Statement to all actual purchasers of the certificates of participation executed pursuant to the Trust Agreement . Section 7 . Forms of the proposed First Supplement , Equipment Lease, Trust Agreement , Certificate Purchase 5 1874c • ,• Agreement, and Preliminary Official Statement are on file in the office of the City Clerk. Section 8 . The City Clerk is hereby authorized and directed to attest the signature of the Mayor, the City Manager or the Director of Finance and to affix and attest the seal of the City as may be required in connection with the execution and delivery of the First Supplement, Equipment Lease, Trust Agreement , Certificate Purchase Agreement and Official Statement in accordance with this resolution. Section 9 . The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the execution and delivery of the documents approved in this resolution and otherwise to carry out , give effect to and comply with the terms and intent of this resolution and the documents approved hereby. Section 10 . This resolution shall take effect immediately upon its adoption . Ij I ' 6 1874c • .• PASSED AND ADOPTED by the City Council of the City of Redding on December 20, 1988, by the following vote: AYES: Buffum, Carter, Dahl , Fulton, & Johannessen NOES : None ABSTENTIONS : None ABSENT: None ray the City of Redding K. aurice Johannessen (SEAL) ATTEST: et#6tece 77.A.d.efedCity Clerk of the City of Redding Ethel A. Nichols 7 1874c / I r • CITY CLERK ' S CERTIFICATE i , ETHEL A. NICHOLS , City Clerk of the City of ' I Redding , California , (the "City") , do hereby certify as follows : The foregoing resolution is a full , true and correct copy of a resolution duly adopted at a regular meeting of the City Council of the City duly and legally held at the regular meeting place thereof on December 20, 1988 , of which meeting said members had due notice, by the following vote : AYES : Buffum, Carter, Dahl , Fulton, & Johannessen NOES: None ABSTENTIONS: None ABSENT: None An agenda of said meeting was posted at least 72 hours before said meeting at 760 PARKVIEW AVENUE , Redding, California 96001 , a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda . III I have carefully compared the same with the original minutes of said meeting on file and of record in my office and said resolution is a full , true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and Said resolution has not been amended, modified or rescinded since the date of its passage and the same is now in full force and effect . Dated: December4, 1988 . City Clerk of the City of Redding 8 1874c • 1 . FIRST SUPPLEMENTAL AGREEMENT TO JOINT EXERCISE OF POWERS AGREEMENT THIS FIRST SUPPLEMENTAL AGREEMENT, dated December 20, 1988 (herein called this "First Supplement" ) , by and between the CITY OF REDDING, a municipal corporation duly organized and existing in the State of California , under and by virtue of the Constitution and the laws of the State of California (herein called the "City" ) , and the HOUSING AUTHORITY OF THE CITY OF REDDING, a public corporation, duly organized and existing under and by virtue of the laws of the State of California (herein called the "Housing Authority" ) . WITNESSET H: WHEREAS, pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California and a joint exercise of powers agreement, dated December 6 , 1988 (the "Agreement" ) , the City and the Housing Authority have created a joint exercise of powers entity known as the Redding Joint Powers Financing Authority (herein called the "Authority" ) which has the powers specified in the Agreement; WHEREAS, the City and the Housing Authority are empowered by the laws of the State of California to own, purchase, lease, sell , exchange or dispose of any real or personal property or any interest in it and to enter into contracts for public capital improvements ; 1 1881c 0 , WHEREAS, the City and the Housing Authority desire to make certain amendments to the Agreement so as to expand the powers exercisable by the Authority in order to better fulfill the purposes set forth therein and herein; NOW, THEREFORE, the City and the Housing Authority, for and in consideration of the mutual promises and agreements herein contained, do agree as follows : SECTION 1 . The following paragraph is added to the end of Section 2 of the Agreement : "The City and the Housing Authority further desire to assist in the acquisition of equipment and other personal property for the use of the City and in order to accomplish that goal are willing to assist in financing the acquisition of such property. The Authority will further fulfill the purposes of this Agreement by acquiring equipment and other personal property and leasing or selling such property to the City for the City' s use. The City and the Housing Authority agree that the Authority' s obligations under any lease or installment sale agreement entered into with the City and under any assignment agreement, trust agreement or other instrument entered into with a corporate trustee in connection with the execution and delivery of certificates of participation evidencing and representing interests in payments to be made by the City under such leases or installment sale agreements shall not consittute general I, 2 1881c .� III , . obligations of the Authority but shall be payable solely from moneys received by the Authority from the City. " SECTION 2 . The following sentence is added to the end of the first paragraph of Section 5 of the Agreement : "The Authority shall have the power to cause the acquisition of equipment and other personal property for the use of the City and to finance such public capital improvements by entering into leases and installment sale agreements with the City and assignment agreements, trust agreements and other agreements with corporate trustees in connection with the execution and delivery of certificates of participation evidencing and representing interests in payments to be made by the City under such leases and installment sale agreements , all in accordance with the Law. " SECTION 3 . The following clause is added at the end of Section 6 of the Agreement : "or while there remain outstanding any certificates of participation evidencing and representing interests in payments to be made by the City to the Authority under any lease or installment sale agreement . " SECTION 4 . Except insofar as herein otherwise expressly provided, all the definitions , provisions , terms and conditions of the Agreement shall be deemed to be incorporated in and made a part of this First Supplement; and the Agreement, as amended and supplemented by this First Supplement , is in all respects ratified and confirmed, and the 3 1881c ;I, Agreement, and this First Supplement shall be read, taken and considered as one and the same instrument . IN WITNESS WHEREOF, the parties hereto have caused this First Supplement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written. CITY OF REDDING 41i; By_.44007 City Maer [SEAL] Attest : • City Clerk HOUSING AUTHORITY OF THE CITY OF REDDING BY ► / - _ .using Administrator [SEAL] 1! ATTEST: • lI ecretary I II 4 1881c � I.