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HomeMy WebLinkAboutResolution - 1736 RESOLUTION NO. 1736 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO AUTHORIZING THE EXECUTION AND DELIVERY OF A" LEASE AGREEMENT, AN ASSIGNMENT AND TRUST AGREEMENT, A REIMBURSEMENT AGREEMENT, A SITE LEASE, A PURCHASE CONTRACT, AN OFFICIAL STATEMENT AND CERTAIN OTHER AGREEMENTS AND DOCUMENTS AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH On motion of Councilman Divine seconded by Coon ilman Stevens, the following resolution is adopted. WHEREAS, the City of San Jacinto, a municipal corporation duly organized and existing under and pursuant to the Constitution and laws of the State of California (the "City" ) , is authorized under provisions of the Constitution and laws of the State of California, to enter into leases and agreements relating to real property to be used by the City; and WHEREAS, the City proposes to lease certain real property to the Redevelopment Agency of the City of San Jacinto (the "Agency" ) under the Site Lease described herein for the purpose of constructing certain facilities thereon; and 1 2784011/10 (LA) WHEREAS, the City proposes to enter into the Lease Agreement described herein to provide financing for the acquisition, construction, and rehabilitation of an administrative facility and related and appurtenant facilities and property identified in such Lease Agreement and incorporated herein by reference (such administrative facility and facilities and property herein referred to as the "Project" ) ; and WHEREAS, the City proposes to authorize the trustee under the Trust Agreement described herein to execute and deliver Certificates of Participation (the "Certificates" ) evidencing proportionate interests in rent to be paid by the City under the Lease Agreement; and WHEREAS, the City proposes to enter into the Reimbursement Agreement described herein so that the Agency may reimburse the City for all or a portion of the rent to be paid by the City under the Lease Agreement; and WHEREAS, Section 265 of the Internal Revenue Code of 1986 (the "Code" ) provides that, under certain circumstances , certain obligations the interest on which is exempt from federal income taxes pursuant to Section 103 of the Code may be designated by the issue thereof as "qualified tax-exempt 2 2784011/10 (LA) obligations" , thereby allowing certain financial institutions that are holders of such obligations a deduction for a portion of such institution' s interest expense that is allocable to tax exempt interest, all as determined in accordance with Section 265 and 291 of the Code and the City desires to designate the Certificates as "qualified tax-exempt obligations" within the meaning of Section 265 of the Code; and WHEREAS, the City has found and determined that : ( 1) the Certificates to be delivered by the trustee under the Assignment and Trust Agreement described herein are not private activity certificates within the meaning of Section 141 of the Code; (2) the net proceeds of the Certificates are to be used for local governmental activities of the City; (3) neither the City nor any subordinate entities thereof has heretofore issued or caused to be issued any obligations in calendar year 1987 the interest on which is exempt from federal income taxes pursuant to Section 103 of the Code; and (4 ) neither the City nor any subordinate entities thereof reasonably anticipates issuing or causing to be issued during 3 2784011/10 (LA) the balance of calendar year 1987 any obligations the interest on which is exempt from federal income taxes pursuant to Section 103 of the Code; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the financing authorized hereby do exist , have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SAN JACINTO AS FOLLOWS : Section 1 . Declaration of Intent . It is the intent of the City to finance the Project from the proceeds of the Certificates . In the event any portion of such Project is acquired or constructed prior to the sale of the Certificates from other available moneys of the City, it is the intent of the City to reimburse the acquisition or construction cost of such portion of the Project from the proceeds of the Certificates . 4 2784011/10 (LA) Section 2 . Findings . The City hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the City and that the statements, findings and determinations of the City set forth in the preambles of the documents approved herein are true and correct, and that the City hereby declares its intention of entering into the Lease Agreement described in the following Section 4 . Section 3 . Designation as Qualified Tax Exempt Obligation, The Certificates to be delivered by the trustee under the Assignment and Trust Agreement are hereby designated as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the Code and the Certificates may contain a legend thereon to that effect . Section 4 , Lease Agreement . The form of Lease Agreement, dated as of December 1 , 1987 , by and between the Agency and the City, presented to this meeting and on file with the Deputy City Clerk to the City Council of the City (the "Clerk" ) , is hereby approved. The Mayor of the City incumbent at the time of execution of the documents described herein (the "Mayor" ) or such other person designated by the Mayor is hereby authorized and directed, for and in the name and on behalf of the City, to execute, acknowledge and deliver to the Agency said Lease 5 2784011/10 (LA) Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided that the maximum annual rent payable therein shall not exceed $ 475,000.00 Section 5 . Trust Agreement . The form of Assignment and Trust Agreement , dated as of December 1, 1987 , by and among the trustee named therein (the "Trustee" ) , the Agency and the City, presented to this meeting and on file with the Clerk, is hereby approved. The Mayor or such other person designated by the Mayor is hereby authorized and directed, for and in the name and on behalf of the City, to execute, acknowledge and deliver to the Agency and the Trustee said Assignment and Trust Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof , provided that the maximum amount of certificates executed and delivered with respect to the acquisition and/or construction costs of the Project shall not exceed $ 3,580,000.00 Section 6 . Reimbursement Agreement . The form of Reimbursement Agreement, dated as of December 1 , 1987, by and between the Agency and the City, presented to this meeting and on file with the Clerk, is hereby approved. The Mayor or such 6 2784011/10 (LA) other person designated by the Mayor is hereby authorized and directed, for and in the name and on behalf of the City, to execute, acknowledge and deliver to the Agency said Reimbursement Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof . Section 7 . Site Lease. The form of Site Lease, dated as of December 1, 1987, by and between the Agency and the City, presented to this meeting and on file with the Clerk, is hereby approved. The Mayor or such other person designated by the Mayor is hereby authorized and directed, for and in the name and on behalf of the City, to execute, acknowledge and deliver to the Agency said Site Lease in substantially said form at such time as may be required, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof . Section 8 . Purchase Contract . The form of Purchase Contract, by and between the City and First California Regional Securities (the "Underwriter" ) , presented to this meeting and on file with the Clerk, is hereby approved. The Mayor or such other person designated by the Mayor is hereby authorized and directed, for and in the name and on behalf of the City, to 7 2784011/10 (LA) execute and deliver to the Underwriter said Purchase Contract , with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided, however, that the interest rate payable with respect to the Certificates does not exceed 9.0 %, the underwriting discount does not exceed 2.5 and the maximum annual principal and interest payable with respect to the Certificates does not exceed $ 475,000.00 . Section 9 . Official Statement. The form of Preliminary Official Statement ( "Preliminary Official Statement" ) relating to the Certificates presented to this meeting and on file with the Clerk is hereby approved. The Preliminary Official Statement, with such changes as the officer or officers executing said document may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof , shall hereinafter be referred to as the "Official Statement" . The Mayor or such other person designated by the Mayor , is hereby authorized and directed, for and in the name and on behalf of the City, to execute, approve and deliver to the Underwriter said Official Statement . The Underwriter is hereby authorized to distribute copies of said Preliminary Official Statement and Official Statement to persons who may be interested in the purchase of the Certificates and is directed to deliver copies of any final Official Statement to all actual purchasers of the Certificates . 8 2784011/10 (LA) Section 10 . The Mayor or such other person designated by the Mayor is further authorized and directed to enter into such other agreements and to determine such other fees and expenses payable pursuant thereto in order to consummate and give effect to the financing. The execution and delivery of the documents referred to above by the Mayor shall conclusively evidence the approval by the City of each of such documents and the fees and expenses thereunder . Section 11 . Attestations . The Clerk is hereby authorized and directed to attest the signature of the Mayor or such other person designated by the Mayor , and to affix and attest the seal of the City, as may be required or appropriate in connection with the execution and delivery of said Lease Agreement, Assignment and Trust Agreement, Reimbursement Agreement, Site Lease, Purchase Contract, Official Statement and related documents . Section 12 . Other Actions . The City Manager or such other person designated by the City Manager, is 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 sale, execution and delivery of the Certificates and otherwise to carry out, give effect to and comply with the terms and intent 9 2784011/10 (LA) of this resolution, the Certificates , Lease Agreement, Site Lease, Assignment and Trust Agreement , Reimbursement Agreement, Purchase Contract, Official Statement and related documents . Such actions heretofore taken by such officers are hereby ratified, confirmed and approved. Section 13 . Effect . This resolution shall take effect immediately upon its passage . PASSED AND ADOPTED this 22nd day of December, 1987 , by the following vote: AYES: Ford, Stevens , Divine, Redding and Stuart NOES : None 1 ABSENT: None �/ f / Mayor Clerk 10 2784011/10 (LA) STATE OF CALIFORNIA ) ss . RIVERSIDE COUNTY ) Deputy City Clerk of the City of San Jacinto, do hereby certify that the foregoing resolution was duly adopted by the City Council of said City at a meeting held on the 22nd day of December , 1987 , and that it was so adopted by the following vote: AYES : Ford, Stevens , Divine, Redding and Stuart NOES : None ABSENT: None ABSTAIN: None and that such resolution has not been amended, modified or rescinded and is in full force and effect as of this date. Date: December 22, 1987 r ' Deputy City Clerk 11 2784011/10 (LA) STATE OF CALIFORNIA ) ss . RIVERSIDE COUNTY ) I , `; � j 4 ` Deputy City Clerk of the City, of the City of San Jacinto, do hereby certify that the foregoing is a full, true and correct copy of the resolution which was duly adopted by the City Council of said City at a meeting held on the 22nd day of December 1987, that such resolution has not been amended, modified or rescinded and is in full force and effect as of this date . Date : December 28, 1987 Helen Sherman Deputy City Clerk 12 2784011/10 (LA)