The URL can be used to link to this page

Home My WebLink About2021-101 Streetlights Refinance Lease Agreement & Paying Agent Agreement RESOLUTION NO. 2021-101 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, AUTHORIZING THE EXECUTION AND DELIVERY OF AN AMENDED AND RESTATED EQUIPMENT LEASE/PURCHASE AGREEMENT WITH BANC OF AMERICA LEASING & CAPITAL, LLC AND AN AMENDED AND RESTATED PAYING AGENT AGREEMENT; AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH Whereas, the City of Lake Elsinore (the “City”) is a municipal corporation and general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California; and Whereas, the City previously financed the acquisition of certain street lights and the installation of certain energy savings equipment thereto (the “Improvements”); and Whereas, in order to accomplish such financing, the City entered into an Equipment Lease/Purchase Agreement, dated as of November 1, 2018, (the “Prior Agreement”) with Banc of America Leasing & Capital, LLC (“Banc of America”); and Whereas, the City desires to refinance the costs of the Improvements by prepaying the Prior Agreement; and Whereas, the City is in receipt of an offer for proposed financing dated July 29, 2021 (the “Term Sheet”) from Banc of America providing material terms related to the refinancing of the costs of the Improvements and prepayment of the Prior Agreement; and Whereas, the City has determined that it would be in the best interest of the City and the residents of the City to authorize the execution and delivery of an Amended and Restated Equipment Lease/Purchase Agreement (the “Agreement”) between Banc of America and the City for the purpose of prepaying the Prior Agreement pursuant to the Term Sheet, together with an Amended and Restated Paying Agent Agreement (the “Paying Agent Agreement”) among Banc of America, the City, the Western Riverside Council of Governments and Wilmington Trust, National Association. NOW, THEREFORE, THE CITY COUNCIL DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: Section 1. Each of the above recitals is true and correct. Section 2. The form of each of the Agreement and the Paying Agent Agreement presented at this meeting is hereby approved, and the Mayor, the City Manager, and any designee thereof (the “Authorized Officers”), are each hereby authorized and directed, for and in the name of the City, to execute and deliver the Agreement and the Paying Agent Agreement in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the principal amount of the Agreement DocuSign Envelope ID: 4A6A2F8B-3470-44CF-8E1E-EFE0524A9A91 Res. No. 2021-101 Page 2 of 3 shall not exceed $3,700,000 and the interest rate on the Agreement shall not exceed 3.4% (except in the case of any increase due to a late payment or a default). Section 3. The City Clerk or other appropriate City officer is hereby authorized and directed to attest the signature of the Authorized Officers or of such other person or persons as may have been designated by the Authorized Officers, and to affix and attest the seal of the City, as may be required or appropriate in connection with the execution and delivery of the Agreement and the Paying Agent Agreement. Section 4. The officers, employees and agents of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable and to execute and deliver any and all documents which they may deem necessary and advisable in order to consummate the entry into the Agreement and the Paying Agent Agreement and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. All actions heretofore taken by the officers, employees and agents of the City with respect to the transactions set forth above, including, but not limited to, the execution of the Term Sheet, are hereby approved, confirmed and ratified. Section 5. The City Council acknowledges that the good faith estimates required by Section 5852.1 of the California Government Code are attached hereto as Exhibit A and are available to the public at the meeting at which this Resolution is approved. The City Council hereby finds that the requirements of Section 5852.1 have been satisfied. Section 6. The Authorized Officers are each hereby designated to act as authorized representatives of the City, as Lessee, for purposes of the Agreement and the Paying Agent Agreement until such time as the governing body of the City, as Lessee, shall designate any other or different authorized representative for purposes of the Agreement and the Paying Agent Agreement. Section 7. This Resolution shall be effective immediately upon adoption. Passed and Adopted at a regular meeting of the City Council of the City of Lake Elsinore, California, this 10th day of August, 2021. ATTEST: Robert E. Magee Mayor Candice Alvarez, MMC City Clerk DocuSign Envelope ID: 4A6A2F8B-3470-44CF-8E1E-EFE0524A9A91 Res. No. 2021-101 Page 3 of 3 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF LAKE ELSINORE ) I, Candice Alvarez, MMC, City Clerk of the City of Lake Elsinore, California, do hereby certify that Resolution No. 2021-101 was adopted by the City Council of the City of Lake Elsinore, California, at the Regular meeting of August 10, 2021, and that the same was adopted by the following vote: AYES: Council Members Tisdale, Johnson, and Manos; Mayor Pro Tem Sheridan; and Mayor Magee NOES: None ABSENT: None ABSTAIN: None Candice Alvarez, MMC City Clerk DocuSign Envelope ID: 4A6A2F8B-3470-44CF-8E1E-EFE0524A9A91 EXHIBIT A GOOD FAITH ESTIMATES The good faith estimates set forth herein are provided with respect to the Amended and Restated Equipment Lease/Purchase Agreement with Banc of America Leasing & Capital, LLC (the “Agreement”), in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by Urban Futures, Inc. as municipal advisor to the City (the “Municipal Advisor”), each with respect to the Agreement. Principal Amount. The Municipal Advisor has informed the City that, based on the City’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Agreement is $3,371,468.46 (the “Estimated Principal Amount”). True Interest Cost of the Agreement. The Municipal Advisor has informed the City that, assuming the Estimated Principal Amount, and based on the interest rate provided by Banc of America Leasing & Capital, LLC, at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Agreement, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Agreement, is 3.07%. Finance Charge of the Agreement. The Municipal Advisor has informed the City that, assuming the Estimated Principal Amount, and based on the interest rate provided by Banc of America Leasing & Capital, LLC, at the time of preparation of such estimate, its good faith estimate of the finance charge for the Agreement, which means the sum of all fees and charges paid to third parties (or costs associated with the Agreement), is $40,000.00. Amount of Proceeds to be Received. The Municipal Advisor has informed the City that, assuming the Estimated Principal Amount, and based on the interest rate provided by Banc of America Leasing & Capital, LLC, at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the City, less the finance charge of the Agreement, as estimated above, and any reserve fund funded with proceeds of the Agreement, is $3,331,468.46. Total Payment Amount. The Municipal Advisor has informed the City that, assuming the Estimated Principal Amount, and based on the interest rate provided by Banc of America Leasing & Capital, LLC, at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service on the Agreement, plus the finance charge for the Agreement, as described above, not paid with the proceeds of the Agreement, calculated to the final maturity of the Agreement, is $4,059,064.76. The foregoing estimates constitute good faith estimates only. The actual principal amount of the Agreement, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual closing date being different than the date assumed for purposes of such estimates, (b) the actual original principal amount being different from the Estimated Principal Amount, (c) the actual debt service payments on the Agreement being different than the debt service payments assumed for purposes of such estimates, (d) the actual interest rate being different than the interest rate estimated for purposes of such DocuSign Envelope ID: 4A6A2F8B-3470-44CF-8E1E-EFE0524A9A91 estimates, (e) other market conditions, or (f) alterations in the City’s financing plan, or a combination of such factors. The actual closing date of the Agreement and the actual principal amount will be determined by the City based on the timing of the need for proceeds and other factors. Market interest rates are affected by economic and other factors beyond the control of the City. A-2 DocuSign Envelope ID: 4A6A2F8B-3470-44CF-8E1E-EFE0524A9A91