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RESOLUTION NO. 86-14
RESOLUTION APPROVING, AUTHORIZING AND DIRECTING
EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS,
AUTHORIZING AND DIRECTING EXECUTION OF A PURCHASE
AGREEMENT, APPROVING A PRELIMINARY OFFICIAL
STATEMENT AND AUTHORIZING AND DIRECTING CERTAIN
ACTIONS WITH RESPECT THERETO
RESOLVED, by the City Council of the City of Ukiah:
WHEREAS, the City of Ukiah (the "City"), working together with the
Cities of Arcata, Healdsburg, Sebastopol and Sonoma, California (collectively
referred to herein as the "Lessees"), and the Redwood Empire Financing
Authority (the "Authority"), is proposing to proceed with a joint lease
financing; and
WHEREAS, in connection therewith, the City proposes to finance certain
property described in Exhibit C to the Lease Agreement (as hereinbelow
referred to) (the "Project") and it is in the public interest and for the
public benefit that the City authorize and direct execution of the Lease
Agreement and certain other financing documents in connection therewith; and
WHEREAS, pursuant to the City's authorization, Merrill Lynch Capital
Markets (the "Underwriter") proposes to underwrite the financing and has
prepared and presented to the City a form of preliminary official statement
containing information material to the offering and sale of the Certificates
of Participation described below (the "Preliminary Official Statement"); and
WHEREAS, the documents below specified have been filed with the City,
and the members of the City Council, with the aid of its staff, have reviewed
said documents;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
SECTION 1. The below-enumerated documents be and are hereby approved,
and the Mayor, City Manager or Finance Director is hereby authorized and
directed to execute said documents, with such changes, insertions and
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omissions as may be approved by such official, and the City Clerk is hereby
authorized and directed to attest to such official's signature:
a) a lease agreement, relating to the Project, between the
Authority, as lessor, and the City, as lessee (the "Lease Agreement"), so
long as the term of the Lease Agreement does not exceed 20 years, so long as
the principal amount of the Lease Agreement does not exceed $3,700,000 and so
long as the Lease Payments payable by the City under the Lease Agreement in
any twelve-month period do not exceed $500,000; and
b) a trust agreement, by and among the Authority, the Lessees and
The Bank of California, National Association, San Francisco, California, as
trustee (the "Trustee"), relating to the financing of the acquisition of the
evidencing the proportionate interests of the owners thereof in lease
payments to be made by the City under the Lease Agreement and in the lease
payments to be made by the other Lessees under separate lease agreements (the
"Certificates of Participation").
SECTION 2. A purchase agreement by and among the Underwriter, the
Lessees and the Trustee relating to the purchase by the Underwriter of the
Certificates of Participation, be and is hereby approved, and the Mayor, City
Manager or Finance Director is hereby authorized and directed to execute said
agreement, with such changes, insertions and omissions as may be approved by
such official, so long as the interest rate with respect to the Certificates
of Participation will not produce annual lease payments payable under the
Lease Agreement in any twelve-month period in excess of $500,000, so long as
the principal amount of the Certificates of Participation attributable to the
City will not exceed $3,700,000 and so long as the Underwriters' discount
with respect to the Certificates does not exceed 5%.
SECTION 3. The Mayor, City Manager, Finance Director, City Clerk and
other officials of the City are hereby authorized and directed to execute
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such other agreements, documents and certificates as may be necessary to
effect the purposes of this resolution and the lease financing herein
authorized including, but not limited to, a site lease, a site and facility
lease, an encroachment permit, an easement, a license, or such other document
as may be appropriate to transfer to the Authority a legal interest in the
real property upon with the Project will be constructed or located, if the
Project includes a real property component, or to transfer to the Authority a
legal interest in such portions of the Project that include personal
property.
SECTION 4. To the best of the City's knowledge, information and belief,
the Preliminary Official Statement contains no untrue statement of a material
fact with respect to the City or omits to state a material fact with respect
to the City required to be stated where necessary to make any statement made
therein not misleading in the light of the circumstances under which it was
made.
SECTION 5. The Preliminary Official Statement is approved for
distribution in connection with the offering and sale of the Certificates of
Participation.
SECTION 6. The Mayor, City Manager or Finance Director is authorized to
approve corrections and additions to the Preliminary Official Statement by
supplement or amendment thereto, or otherwise as appropriate, provided that
any such corrections or additions shall be necessary to cause the information
contained therein to conform with facts material to the Certificates of
Participation, or to the proceedings of the City or such corrections or
additions are in form rather than in substance.
SECTION 7. The Mayor, City Manager or Finance Director is authorized
and directed to cause the Preliminary Official Statement to be brought into
the form of a final official statement (the "Final Official Statement") and
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to execute said Final Official Statement, dated as of the date of the sale of
the Certificates of Participation, and a 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 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 a 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 any statement made therein not
misleading in the light of the circumstances under which it was made. The
Mayor, City Manager or Finance Director shall take such further actions prior
to the signing of the Final Official Statement as are deemed necessary or
appropriate to verify the accuracy thereof.
I hereby certify that the foregoing resolution was duly adopted at a
meeting of the City Council of the City of Ukiah duly held on the 2nd
day of October, 1985, by the following vote:
AYES:
NOES:
ABSENT:
CouncilmemberS Henderson, Hickey, Kelley and Mayor Myers.
None
Councilmember Kier.
A E :
I~YOR
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