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Home My WebLink AboutPoded Lease Program Augusta Richmond GA DOCUMENT NAME: ~ed \eose, ?'(CijV:C<\OJ DOCUMENT TYPE: Y e.::::o\ u\\ ()) YEAR: 03 BOX NUMBER: FILE NUMBER: \5C\l\1.9 NUMBER OF PAGES: 6 { ~ " _..y;'_ f '... RESOLUTION A RESOLUTION OF AUGUSTA-RICHMOND COUNTY (THE "LESSEE"), AUTHORIZING, INTER ALIA, THE ANNUAL APPROPRIATION OF ALL AMOUNTS REQUIRED PURSUANT TO LESSEE'S PARTICIPATION IN THE POOLED LEASE PROGRAM SPONSORED BY GEORGIA MUNICIPAL ASSOCIATION. DATED: WHEREAS, Lessee is participating in the Georgia Municipal Association, Inc. ("GMA") sponsored pooled lease program (the "Program") for the acquisition of equipment to be used by participating political subdivisions of the State of Georgia (the "Equipment"); and WHEREAS, pursuant to the Program, Lessee entered into (i) a Lease Agreement Dated as of December 1, I 990 by and between GMA and Lessee (the "Lease") pursuant to which GMA leases the Equipment to the Lessee and (ii) an Administration and Servicing Agreement initially dated as December 1, 1990 (the "Servicing Agreement"), and subsequently amended, among Chase Manhattan Trust Company, as servicer (the "Servicer"), Chase Manhattan Trust Company, as Trustee, GMA and each lessee participating in the program (including Lessee), pursuant to which Servicer services the collection and transmittal of payment for the Leases for GMA and transfers the moneys collected pursuant to the Servicing Agreement; and WHEREAS, certificates of participation ("Certificates") have been issued pursuant to a Trust Agreement dated as of December I, 1990, by and between Chase Manhattan Trust Company, as amended, as trustee ("Trustee"), and GMA evidencing undivided interests in the Lease payments; and WHEREAS, in connection with the issuance of the Certificates and the creation of the Program, (i) Municipal Bond Investors Assurance Corporation (the "Credit Facility Issuer") issued its financial guaranty insurance policy (the "Policy") and entered into the Reimbursement and Indemnity Agreement by and between the Credit Facility Issuer, The Trustee, the Servicer and GMA (the "Credit Facility Reimbursement Agreement"); (ii) Wachovia Bank ("Bank"), has agreed to purchase Certificates tendered pursuant to tender rights under the Trust Agreement in accordance with the terms of a Standby Purchase Agreement dated as of December 1, 1990, and subsequently amended, by and among the Trust, GMA, the Bank, the Servicer and the Tender Agent (the "Standby Purchase Agreement"); (iii) Chemical Bank serves as tender agent (the "Tender Agent") pursuant to a tender agent agreement dated as of December 1, 1990, and subsequently amended, by and among the GMA, the Trust, the Servicer, and the Tender Agent (the "Tender Agent Agreement"); (iv) BT Securities Corporation and at such time as specified in the Trust Agreement, Chemical Securities Inc., will serve as remarketing agents (referred to collectively hereafter as the "Remarketing Agent"), pursuant to a remarketing agreement dated as of December 1, 1990 by and among the Remarketing Agent, the GMA, the Tender Agent, the Trustee and the Servicer (the "Remarketing Agreement"); and WHEREAS, pursuant to the Lease Agreement, Lessee is required to appropriate annually the Minimum Annual Appropriated Amount set forth on Schedule A hereof; and .-, "". WHEREAS, in order to give effect to, and comply with, the foregoing agreements and instruments, and in order to authorize payment of its obligations incurred thereunder (collectively, the "Program Obligations"), either (i) the Lessee has available to satisfy Program Obligations uncommitted and unappropriated funds in this current operating budget in an amount not less than the Minimum Annual Appropriated Amount as set forth in Schedule A or (ii) the Lessee must amend its current operating budget in accordance with Title 36, Chapter 36-81-5 of the Official Code of Georgia Annotated (the "Code") to authorize the payment of the Program Obligations; and WHEREAS, if required, in order to amend its current operating budget, the Mayor and Council of Lessee have heretofore taken the following actions, all in accordance with Title 36, Chapter 81 of the Code: (i) through the Lessee's budget officer, prepared a proposed amended budget providing for payment of Lessee's Program Obligations in accordance with the requirements of Code Section 36-81-5(b) (the "Amended Budget", a copy of which is attached hereto as Schedule B) which was previously submitted to the Mayor and Council of the Lessee, (ii) at the time of receipt of the Amended Budget from the Lessee's budget officer, placed a copy of the Amended Budget in a public place in the Lessee, which place is convenient to the resident's of the Lessee, (iii) published a notice in the official organ of the Lessee advising residents of the Lessee that the Amended Budget is available for inspection; (iv) conducted a public hearing on the Amended Budget at least one week prior to the date hereof; and (v) taken all other action necessary to effect the foregoing; NOW, THEREFORE, BE IT RESOLVED, as follows: Section 1. Confirmation and Reaffirmance of Program Obligations. The Lessee does hereby confirm, ratify and reaffirm all the Program Obligations, including, expressly, the Lease and the Servicing Agreement. Section II. Appropriation: Amendment of Budget. In order to give effect to, comply with, and assume the liabilities associated with, the foregoing approvals, and authorize the expenditure of the amounts required to be expended pursuant to the Lease Agreement and the Servicing Agreement the Lessee does hereby adopt, ratify and approve the Amended Budget attached hereto as Schedule B or commit those portions of the current budget set forth on Schedule B to the payment of the Program Obligations and does hereby appropriate and commit moneys in an amount not less than the Minimum Annual Appropriated Amount to payment of Program Obligations for the current calendar year. Section III. No Personal Liability. No stipulation, obligation or agreement herein contained or contained in the Lease, the Trust Agreement, the Servicing Agreement, the Standby Purchase Agreement, the Tender Agent Agreement, the Remarketing Agreement, or the Credit Facility Reimbursement Agreement shall be deemed to be a stipulation, obligation or agreement of any councilman, chairman, officer, agent or employee of the Lessee in his or her individual capacity, and no such councilmember, chairman, officer, agent or employee of the Lessee shall be personally liable on the Certificates or be subject to personal liability or accountability by reason of the issuance thereof. Section IV. General Authority. From and after the execution and delivery of the documents hereinabove authorized, the Mayor and the Clerk are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of said documents as executed and are further authorized to take any and -...-'" all further actions and execute and deliver any and all other documents and certificates as may be necessary or desirable to document compliance with the Code. Section V. Actions Approved and Confirmed. All acts and doings of the officers of the Lessee which are in conformity with the purpose and intents of this Resolution shall be, and the same hereby are, in all respects approved and confirmed. Section VI. Severability of Invalid Provisions. If anyone or more of the agreements or provisions herein shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining agreements and provisions and shall in no way affect the validity of any of the other agreements and provisions hereof or of the Certificates authorized hereunder. Section VII. Repealing Clause. All Resolutions or parts thereof in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. Section VIII. Effective Date. This Resolution shall take effect immediately upon its adoption. ADOPTED this 0Jl day of ::ce~rJ1M. " '.' ISI;;ALr~ -:' .,' i , ~ " .~ t: . ./;.~ . ..J-~ . / Augusta-Richmond County "'-' . -. :- 'Attest: -~:.~. >. .'~ ." t~ - Y ~ ; ~~-. ~~ . - -. . --+ CLERK'S CERTIFICATE The undersigned Clerk of Augusta-Richmond County, DOES HEREBY CERTIFY that the foregoing pages of typewritten matter pertaining to the issuance of Certificates of Participation in the Georgia Municipal Association Pool in the aggregate principal amount of$127,635,000, constitute a true and correct copy of the Resolution adopted on rEJ!J/WIII!y~) r ~ Oo::L/, by the Council on behalf of Lessee in a meeting duly called and assembled, which was open to the public, and that the original of said Resolution appears of record in the Minute Book of the Lessee which is in the undersigned's custody and control. WITNESS my hand and the official seal of the Lessee, this ~day of ~~, . ::"W.,-,~ ~~ ~ . ~ . . ....;.. ;;, ~ -i7t-, .i~ --' ~ '.);. .' ,\:>Ierl\." .~. ~..- ~.. ~ ..... -.-., .... ~,.~u~5tt.,fic~mepd County ...... .. ..~ ~ ,-.;..... ~~-- -....- ;:; -..;;.;..- [s citH -<-.: ,... -' . ...... -, ..~ .. .iI- iFi' -" SCHEDULE A 1. Augusta-Richmond County's pro-rata share of the principal amount of the Georgia Municipal Association Pool is $] ,096,666.00. 2. Augusta-Richmond County's Minimum Annual Appropriated Amount for the year ending December 3], 2002 is $0.00, to wit: Basic Lease Payments due November 30, 2002 $0.00 Interest and Administrative Expense @ 11.25% $0.00 Total $0.00