01-366 Lease & Trust Agreement w/ Wells Fargo BankRESOLUTION NO.
O/-~d6
BY THE COUNCIL ~C~/~/2 /°~~~ _
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MERIDIAN
AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE AND TRUST
AGREEMENT, RELATING TO THE ACQUISITION AND CONSTRUCTION OF
CERTAIN LAW ENFORCEMENT FACILTI'IES, BETWEEN THE CITY OF
MERIDIAN, IDAHO, AND WILLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, AS LESSOR AND TRUSTEE, A CONTINiJING DISCLOSURE
AGREEMENT, A CERTIFICATE PURCHASE CONTRACT, AND RELATED
DOCUMENTS; SETTING FORTH CERTAIN FINDINGS AND PURPOSES IN
CONNECTION THEREWITH; AUTHORIZING THE EXECUTION OF AND
APPROVING RELATED DOCUMENTS, AGREEMENTS AND ACTIONS; AND
PROVIDING AN EFFECTIVE DATE.
BE TT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF
MERIDIAN, IDAHO:
WHEREAS, the City has determined that it is necessary to finance certain
acquisition and construction of law enforcement facilities (the "Project") in order
to meet applicable federal, state and local standards and requirements for the
City's law enforcement programs. The City has been advised by counsel that the
District Court has judicially confirmed that expenditures for the Project
wnsdtute "ordinary and necessary expenses" under Article VHI, Section 3 of the
Idaho Constitution; and
WHEREAS, in order to provide funds for the acquisition and construction
of the Project, the City intends to authorize a Lease and Trust Agreement (the
"Agreement") to be dated as of August i, 2001, between the City as lessee and
Wells. Fargo Bank Northwest, National Association as lessor and trustee (the
"Trustee"), and a Continuing Disclosure Agreement between the City and the
Trustee (the "Continuing Disclosure Agreement") and the City intends to
authorize the issuance by the Trustee of certain Certificates of Participation,
Series 2ooi (Law Enforcement Building) (the "Certificates") in an amount not to
exceed $4,000,000. The Project will be constructed by the Lessee in the name of
the Trustee, pursuant to the Agreement, will lease the Project to the City; and
WHEREAS, all conditions, things and acts required to exist, to h9ve
happened and to have been performed precedent to and in the issuance of the
transactions contemplated thereby, the Agreement and by the documents
referred to herein exist, have happened and have been performed in due time,
form and manner as required by the laws of the State of Idaho; and
WHEREAS, Wells Fargo Brokerage Services, LLC ("Underwriter") in
connection with an official statement (the "Official Statement") has submitted its
Certificate Purchase Contract (the "Purchase Contract") to purchase the
Certificates, and it is desirable that the Certificates be sold at this time; and
WHEREAS, the Agreement, the Continuing Disclosure Agreement, the
Purchase Contract, and all related documents are hereby referred to as the
"Financing Documents."
NOW, THEREFORE, BE TT RESOLVED BY THE MAYOR AND COUNCIL
OF THE CITY OF MERIDIAN, IDAHO, as follows:
SECTION i. Pursuant to applicable law, the City is authorized to
enter into the Financing Documents and the Trustee is authorized to issue the
Certificates.
SECTION 2. The proposed form of the PYnancing Documents are
hereby approved in substantially the form presented to this meeting. The Mayor
of the City is hereby authorized and directed, for and in the name and on behalf
of the City, to execute and deliver the Financing Documents, with his manual or
facsimile signature, in substantially said form, with such additions thereto or
changes therein as such officers may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof, and the City Clerk
is hereby authorized to attest to such signatures. The date, maturity dates,
interest rate or rates, interest payment dates, manner of execution, place of
payment, terms of prepayment and other terms of the Certificates and the
Agreement shall be as provided in said Agreement and the Purchase Contract
referenced below.
SECTION 3. The form of Purchase Contract between the City and
the Underwriter presented to this meeting, the form of the Official Statement and
issuance of the Certificates pursuant thereto, are hereby approved: The Mayor is
hereby authorized and directed, i'or and in the name and on behalf of the City to
accept the offer of the Underwriter to enter into the said Purchase Contract and
to execute and deliver said Purchase Contract.
SECTION 4. The Preliminary Official Statement dated June 29,
2ooi and pertaining to the Certificates presented to this meeting by the
Underwriter, and the use thereof by the Underwriter is hereby ratified and
approved. The Mayor of the City is hereby authorized and directed, for and in the
name and on behalf of the City, to execute a final Official Statement in
substantially the form of said Preliminary Official Statement with such additions
to or changes in the form of said Official Statement as such officer may deem
necessary or advisable, such approval to be conclusively evidenced by the
execution of said Official Statement as so added to or changed. The Underwriter,
as purchaser of the Certificates, is hereby authorized to deliver copies of said final
Official Statements (as so added to or changed) to all actual purchasers of the
Certificates.
SECTION 5. All actions heretofore taken by the officers and agents
of the City with respect to execution and delivery of Financing Documents are
hereby approved, confirmed and ratified, and the officers of the City, including
without limitation the Treasurer, are hereby authorized and directed, for and in
the name and on behalf of the City to do any and all things and take any and all
actions and execute and deliver any and all certificates, agreements and other
documents (including but not limited to those described in the Financing
Documents and other documents herein approved), which they, or any of them,
may deem necessary or advisable in order to consummate the lawful issuance and
delivery of the Agreement in accordance with this Resolution.
SECTION 6. The City hereby finds and determines that the
expenditures for the Project, do, by virtue of State law and said judicial
confirmation decision, constitute "ordinary and necessary expenses" under
Article VIH, Section 3 of the Idaho Constitution.
SECTION ~. After the Agreement is executed, this Resolution shall
be irrepealable until defeased.
SECTION 8. The invalidity or unenforceability of any provision of
this Resolution shall not affect the remaining provisions.
SECTION 9. All bylaws, orders and resolutions inconsistent
herewith are hereby repealed to the extent of such inconsistency.
SECTION 10. This Resolution shall be in full force and effect from
and after its passage and approval, as provided by law.
PASSED BY THE CITY COUNCIL OF THE CITY OF MERIDIAN, IDAHO,
THIS 1'7TH DAY OF JULX, 2001.
APPROVED BY THE MAYOR OF THE CITY OF MERIDIAN, IDAHO,
THIS 1~TH DAY OF JULY, 2001.
ATTEST:
,~ __.
~-
By:
Z:\Work\M\Meddian\Meridian ~536oM\Resolutions City
CERTIFICATE OF CLERIC
OF
THE CITY OF MERIDIAN
I, the undersigned, do hereby certify:
I. That I am the duly appointed and elected Clerk of the City of
Meridian, a duly incorporated City operating under the laws of the State of
Idaho, with its principal office at 33 East Idaho, Meridian, Idaho.
2. That as the City Clerk of this City, I am the cu/s~to*dhian of its
records and minutes and do hereby certify that on the ~ day of
~Gt-e~. , 2001, the following action has been taken and authorized.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MERIDIAN
AUTHORIZING THE EXECUTION AND DELIVERY OF_A LEASE AND
TRUST AGREEMENT, RELATING TO THE ACQUISITION AND
CONSTRUCTION OF CERTAIN LAW ENFORCEMENT FACILITIES,
BETWEEN THE CITY OF MERIDIAN, IDAHO, AND WELLS FARGO
BANK NORTHWEST, NATIONAL ASSOCIATION, AS LESSOR AND
TRUSTEE, A CONTINUING DISCLOSURE AGREEMENT, A
CERTIFICATE PURCHASE CONTRACT, AND RELATED DOCUMENTS;
SETTING FORTH CERTAIN FINDINGS AND PURPOSES IN
CONNECTION THEREWITH; AUTHORIZING THE EXECUTION OF
AND APPROVING RELATED DOCUMENTS, AGREEMENTS AND
ACTIONS; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF
MERIDIAN, IDAHO:
WHEREAS, the City has determined that it is necessary to finance
certain acquisition and construction of law enforcement facilities (the
"Project") in order to meet applicable federal, state and local standards and
requirements for the City's law enforcement programs. The City has been
advised by counsel that the District Court has judicially confirmed that
expenditures for the Project constitute "ordinary and necessary expenses" under
Article VIII, Section 3 of the Idaho Constitution; and
WHEREAS, in order to provide funds for the acquisition and
construction of the Project, the City intends to authorize a Lease and Trust
Agreement (the "Agreement") to be dated as of August 1, 2001, between the
Certificate of Clerk Police Building Financing 1
City as Lessee and Wells Fargo Banlc Northwest, National Association, as
Lessor and trustee (the "Trustee"), and a Continuing Disclosure Agreement
between the City and the Trustee (the "Continuing Disclosure Agreement")
and the City intends to authorize the issuance by the Trustee of certain
Certificates of Participation, Series 2001 (Law Enforcement Building) (the
"Certificates") in an amount not to exceed $4,000,000. The Project will be
constructed by the Lessee in the name of the Trustee, pursuant to the
Agreement, will lease the Project to the City; and
WHEREAS, all conditions, things and acts required to exist, to have
happened and to have been performed precedent to and in the issuance of the
transactions contemplated thereby, the Agreement and by the documents
referred to herein exist, have happened and have been performed in due time,
form and manner as required by the laws of the State of Idaho; and
WHEREAS, Wells Fargo Brokerage Services, LLC ("Underwriter") in
connection with an official statement (the "Official Statement") has submitted
its Certificate Purchase Contract (the "Purchase Contract") to purchase the
Certificates, and it is desirable that the Certificates be sold at this time; and
WHEREAS, the Agreement, the Continuing Disclosure Agreement, the
Purchase Contract, and all related documents are hereby referred to as the
"Financing Documents."
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND
COUNCIL OF THE CITY OF MERIDIAN, IDAHO, as follows:
SECTION I. Pursuant to applicable law, the City is authorized to
enter into the Financing Documents and the Trustee is authorized to issue the
Certificates.
SECTION 2. The proposed form of the Financing Documents are
hereby approved in substantially the form presented to this meeting. The
Mayor of the City is hereby authorized and directed, for and in the name and
on behalf of the City, to execute and deliver the Financing Documents, with
his manual or facsimile signature, in substantially said form, with such
additions thereto or changes therein as such officers may require or approve,
such approval to be conclusively evidenced by the execution and delivery
thereof, and the City Clerk is hereby authorized to attest to such signatures.
The date, maturity dates, interest rate or rates, interest payment dates, manner
of execution, place of payment, terms of prepayment and other terms of the
Certificate of Clerk Police Building Financing 2
Certificates and the Agreement shall be as provided in said Agreement and the
Purchase Contract referenced below.
SECTION 3. The form of Purchase Contract between the City
and the Underwriter presented to this meeting, the form of the Official
Statement and issuance of the Certificates pursuant thereto, are hereby
approved. The Mayor is hereby authorized and directed, for and in the name
and on behalf of the City to accept the offer of the Underwriter to enter into
the said Purchase Contract and to execute and deliver said Purchase Contract.
SECTION 4. The Preliminary Official Statement dated June 29,
2001 and pertaining to the Certificates presented to this meeting by the
Underwriter, and the use .thereof by the Underwriter is hereby ratified and
approved. The Mayor of the City is hereby authorized and directed, for and in
the name and on behalf of the City, to execute a final Official Statement in
substantially the form of said Preliminary Official Statement with such
additions to or changes in the form of said Official Statement as such officer
may deem necessary or advisable, such approval to be conclusively evidenced
by the execution of said Official Statement as so added to or changed. The
Underwriter, as purchaser of the Certificates, is hereby authorized to deliver
copies of said final Official Statements (as so added to or changed) to all actual
purchasers of the Certificates.
SECTION 5. All actions heretofore taken by the officers and
agents of the City with respect to execution and delivery of Financing
Documents are hereby approved, confirmed and ratified, and the officers of the
City, including without limitation the Treasurer, are hereby authorized and
directed, for and in the name and on behalf of the City to do any and all things
and take any and all actions and execute and deliver any and all certificates,
agreements and other documents (including but not limited to those described
in the Financing Documents and other documents herein approved), which
they, or any of them, may deem necessary or advisable in order to consummate
the lawful issuance and delivery of the Agreement in accordance with this
Resolution.
SECTION 6. The City hereby finds and determines that the
expenditures for the Project, do, by virtue of State law and said judicial
confirmation decision, constitute "ordinary and necessary expenses" under
Article VIII, Section 3 of the Idaho Constitution.
SECTION 7. After the Agreement is executed, this Resolution
shall be irrepealable until defeased.
Certificate of Clerk Police Building Financing 3
SECTION 8. The invalidity or unenforceability of any provision
of this Resolution shall not affect the remaining provisions.
SECTION 9. All bylaws, orders and resolutions inconsistent
herewith are hereby repealed to the extent of such inconsistency.
SECTION 10. This Resolution shall be in full force and effect from
and after its passage and approval, as provided by law. ,~~~~ °"",,,wF! f
~~
William G. Berg, Jr.
STATE OF IDAHO, )
County of Ada, )
ss:
ICJ' -~_
.{
'°~ ''
~~ 4
' ~ ~.
'~ 'fir t~ • ~' ,~c
a''hry` ~
~ ~'~ `'
"w~.,.~,,, ...
day of u~ 2001, before me,
On this "f~
Jq,.,~,~p ~.. 5,,,;{-t, a Notary Public, appeared
WILLIAM G. BERG, JR., known or identified to me to be the City Clerk of
the City of Meridian, Idaho, that executed the said instrument, acknowledged
to me that he executed the same on behalf of the City of Meridian.
SCE L. ~dl~•.
l~, o,
(SEAL) s ~ ~OTAR~. ~ ,
'.* ~~
pUBLtG
•~''aTe OP t9.~
Z:\Work\MUvleridian\Meridian 15360M\ResoluUOns City Ha11~2001\CERTCLERKpolicebldgfinandng071301.doc
c for Idaho
Expires: 0 07
Certificate of Clerk Police Building Financing 4