Resolution/Amending Installment Sale Agreement Page 1 of 4 Rev: 11/22/17
RESOLUTION NO. _____
A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA
AMENDING INSTALLMENT SALE AGREEMENT
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
WHEREAS, the City of Santa Clara (the “City”) owns and operates facilities and property for the collection and transmission of wastewater within the service area of the City (the “Wastewater System”), and wastewater which is collected by the City is transmitted for treatment to the San José-Santa Clara Regional Wastewater Facility (the “Wastewater Treatment Facility”) which is co-owned by the City and the City of San José pursuant to that certain Sewage Plant Agreement dated March 30, 1959, as amended (the “Wastewater Treatment Agreement”); WHEREAS, under the Wastewater Treatment Agreement, the City is obligated to contribute its share of the capital costs of improvements to the Wastewater Treatment Fac ility, and the City is currently obligated to contribute funds towards the cost of constructing certain improvements to the Wastewater Treatment Facility (the “Project”);
WHEREAS, in order to finance the construction of the Project , the City of Santa Clar a Public Facilities Financing Corporation (the “Financing Corporation”) and the City entered into an Installment Sale Agreement dated as of June 1, 2020 (the “Original Installment Sale Agreement) pursuant to which the Financing Corporation agreed to provide financing for the Project and to sell the completed Project to the City in consideration of the payment by the City of periodic installment payments (the “Installment Payments”), which are payable from and secured by a pledge of and lien on the net revenues of the Wastewater System; WHEREAS, in order to provide the funds needed to finance the Project, the Financing Corporation assigned the Installment Payments to JPMorgan Chase Bank, N.A., as lender (the “Lender”); WHEREAS, under the Original Installment Sale Agreement, the calculation of interest with respect to the Installment Payments is based on the London interbank offered rate (“LIBOR”), which is anticipated to be discontinued as of June 30, 2023; Resolution/Amending Installment Sale Agreement Page 2 of 4 Rev: 11/22/17
WHEREAS, in accordance with Exhibit A of the Original Installment Sale Agreement, the Lender has provided notice to the City that the Lender has selected an alternate rate of interest to govern the calculation of interest with respect to the Installment Payments; and, WHEREAS, pursuant to and in accordance with Section 5.9 of the Original Installment Sale Agreement, the Financing Corporation and the City have determined to amend Appendix A and Appendix C to the Original Installment Sale Agreement, with the consent of the Lender, for the purpose of revising the provisions governing the calculation of interest components of the Installment Payments to reflect the alternate interest rate index selected by the Lender, in the form of the First Amendment to Installment Sale Agreement (the “First Amendment”) that has been presented to the City Council.
NOW, THEREFORE, BE IT FURTHER RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
1. Approval of First Amendment to Installment Sale Agreement. The City Council hereby approves the First Amendment, between the City and the Financing Corporation, in the form thereof on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the Chief Operating Officer , whose execution thereof shall be conclusive evidence of such approval. The Chief Operating Officer is hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest to, the final form of the First Amendment on behalf of the City.
2. O fficial Actions . The Mayor, the City Manager, the Chief Operating Officer, any Assistant City Manager, the Director of Finance, the Assistant Director of Finance, the Director of Water & Sewer Utilities, the Assistant Director of Water & Sewer Utilities, the City Attorney, the City Clerk and the Assistant City Clerk are each authorized and directed in the name and on behalf of the City to make any and all certificates, requisitions, agreement s, notices, consents and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved Resolution/Amending Installment Sale Agreement Page 3 of 4 Rev: 11/22/17
under this Resolution. Whenever in this resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. Any actions previously taken by any officers of the City in furtherance of this Resolution are hereby ratified and approved.
3. Constitutionality, severability. If any section, subsection, sentence, clause, phrase, or word of this Resolution is for any reason held by a court of competent jurisdiction to be unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of the Resolution. The City of Santa Clara, California, hereby declares that it would have passed this resolution and each section, subsection, sentence, clause, phrase, and word thereof, irrespective of the fact that any one or more section(s), subsection(s), sentence(s), clause(s), phrase(s), or word(s) be declared invalid.
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Resolution/Amending Installment Sale Agreement Page 4 of 4 Rev: 11/22/17
4. Effective date. This resolution shall become effective immediately.
I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED
AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE ___ DAY OF _________, 2023, BY THE FOLLOWING VOTE:
AYES: COUNCILORS:
NOES: COUNCILORS:
ABSENT: COUNCILORS:
ABSTAINED: COUNCILORS:
ATTEST: ______________________________
NORA PIMENTEL, MMC
ASSISTANT CITY CLERK
CITY OF SANTA CLARA
Attachments incorporated by reference:
1. First Amendment to Installment Sale Agreement