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RESOLUTION NO. 88-16
RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF UKIAH APPROVING AND AUTHORIZING
EXECUTION OF A TRUST AGREEMENT, A LEASE
AGREEMENT, AND AN AGENCY AGREEMENT,
APPOINTING BOND COUNSEL AND AUTHORIZING
AND DIRECTING EXECUTION OF A PURCHASE
AGREEMENT, APPROVING A PRELIMINARY
OFFICIAL STATEMENT, AND AUTHORIZING AND
DIRECTING CERTAIN ACTIONS WITH RESPECT
THERETO
WHEREAS, the City Council of the City of Ukiah (the "Council")
desires to proceed with the lease financing of the acquisition of certain
property by the City of Ukiah (the "City") as described in Exhibit "B" to
the Lease Agreement (as defined below) and in the Preliminary Official
Statement (hereinafter referred to as "Project"); and
WHEREAS, the City is in need of special legal services and advice in
connection with such lease financing; and
WHEREAS, there has been presented to the Council the following
documents for the carrying out of said financing:
I. A Trust Agreement by and among the Bank of California, National
Association, as Trustee (the "Trustee"); the Redwood Empire Financing
Authority (the "Authority"); and the Cities of Cotati, Sonoma, and Ukiah
(collectively, the "Participants"); providing for the execution and
delivery by Trustee of certain certificates evidencing an interest in
lease payments to be made by the Participants (the "Certificates of
Participation");
2. A Lease Agreement by and between Authority and the City;
3. An Agency Agreement between the Authority and the City relating
to the appointment by Authority of the City as its agent to carry out all
phases of the supervision of the acquisition and installation of the
Project; and
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WHEREAS, a Preliminary Official Statement containing certain
information material to the offering and sale of the Certificates of
Participation described therein has been presented to the Council for its
approval; and
WHEREAS, the Council desires to appoint Bond Counsel for the lease
financing.
NOW, THEREFORE, the City Council of the City of Ukiah DOES HEREBY
RESOLVE as follows:
Section 1. The Council appoints the firm of Rutan & Tucker as bond
counsel; the firm of Morgan Stanley & Company, Incorporated, as
Underwriter; the Bank of California National Association as Trustee; and
the City Manager (or if the City Manager is unable to perform, the Acting
City Manager) as the Authorized Agent for the City; in connection with the
lease financing.
Section 2. The aforesaid Trust Agreement, Lease Agreement, and
Agency Agreement, and each of them are hereby approved in substantially
the form presented to the Council, with such changes as the Authorized
Agent may approve, in his discretion, as being in the best interests of
the City, including, without limiting the generality of the foregoing,
such restrictions to the terms and conditions (i) as may be necessary or
desirable to comply with provisions of the Internal Revenue Code of 1986,
as amended, and the Regulations which may be promulgated thereunder, and
(ii) as may be required by any municipal bond insurer or rating agency in
order to obtain a rating on the Certificates, such approval to be
conclusively evidenced by such Authorized Agent's execution thereof. The
Authorized Agent of the City is hereby authorized to execute and deliver
each of said Agreements on behalf of the City.
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Section 3. In addition thereto, said Authorized Agent is authorized
to execute any acquisition or assignment agreements necessary to transfer
title to portions of the project acquired prior to completion of the
financing and in anticipation of the financing from the City to the
Authority for the purpose of assigning to the Authority from the City any
rights under contracts of purchase for such portions of the project
entered into prior to the completion of the financings.
Section 4. The Authorized Agent is authorized to execute a Purchase
Agreement by and among the Underwriter, the Participants, and the
Authority for the purpose of purchasing the Certificates of Participation
provided for in the Trust Agreement upon presentation of such Agreement by
the Underwriter to the Participants, provided, however, that the interest
rate with respect to said Certificates of Participation to be purchased by
the Underwriter pursuant to said Agreement shall not exceed
eight percent (8%) per annum.
Section 5. The Authorized Agent is authorized and directed to
execute such other agreements, documents and certificates as may be
necessary to carry out the purposes of this Resolution and the lease
financing herein authorized.
Section 6. The Preliminary Official Statement, substantially in the
form presented to the Council is approved for distribution in the offering
and sale of the Certificates of Participation with such changes as the
Authorized Agent, in his discretion, deems to be in the best interests of
the City. The Authorized Agent is further authorized to approve such
corrections and additions thereto, by supplement or amendment thereto, as
may be necessary to make the Preliminary Official Statement, as
distributed, conform with facts material to the Certificates of
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Participation or to the proceedings of the City and to assure that the
Official Statement contains no untrue statement of a material fact with
respect to the City or omit to state a material fact with respect to the
City required to be stated or necessary to make a statement not misleading
in light of the circumstances under which it was made.
Section 7. The Authorized Agent is authorized and directed to cause
the Preliminary Official Statement to be finalized into the form of a
final official statement (hereinafter referred to as "Final Official
Statement"), and to execute said Final Official Statement dated as of the
date of the sale of the Certificates of Participation and any statement
that the facts contained in the Final Official Statement and any
supplement or amendment thereto (which shall be deemed an original part
thereof for the purpose of such statement) were at the time of the sale of
the Certificates of Participation true and correct in all material
respects and that the Final Official Statement did not, on the date of
sale of the Certificates of Participation, and does not as of the date of
delivery of the Certificates of Participation, contain any untrue
statement of material fact with respect to the City or omit to state
material facts with respect to the City required to be stated where
necessary to make a statement not misleading in light of the circumstances
under which it was made.
Section 8. Bond Counsel is authorized and directed to prepare such
notices, statements, and documents as are required, in order to consummate
the lease financing.
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PASSED AND ADOPTED this 16th day of September
the following roll call vote:
AYES: Counci]members Schneiter, Shoemaker, Hickey, Kier, and Mayor
Henderson
NOES: None
ABSENT: None
ATTEST:
, 1987, by
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