Loading...
HomeMy WebLinkAboutCC Resolution 7608 (Fire Truck Financing)RESOLUTION NO. 7608 A RESOLUTION AUTHORIZING THE SIGNING OF A CONTRACT, LEASE OR AGREEMENT THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows: or CITY MANAGER The MAYOR/and CITY CLERK are authorized to execute, on behalf of the City of San Rafael, a contract, lease or agreement with FIRST AMENDMENT TO TRUST AGREEMENT WITH THE BANK OF CALIFORNIA, ABAG, CITIES OF CERES, ROCKLIN, & SAN PABLO. (REGARDING FINANCING OF FIRE TRUCK AND PUBLIC WORKS TRUCK - Changinq financinq to Seattle First National Bank (Seafirst)). a copy of which is hereby attached and by this reference made a part hereof. I, JEANNE Al. LEONCINI , Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly intro- duced and adopted at a regular City held on Tuesdav meeting of the City Council of said the 8th day of September , 1987 , by the following vote, to wit: AYES: COUNCILMEMBERS: Breiner, Frugoli, Nave, Willms & Mayor Mulryan NOES: COUNCILMEA4BERS: None ABSENT: COUNCILMEMBERS: None JEA1jE M. LEONCINI, City Clerk 7�4� FIRST AMENDMENT TO TRUST AGREEMENT This FIRST AMENDMENT TO TRUST AGREEMENT made and entered into effective as of Sept. I , 1988, amends the Trust Agreement, made and entered into on April 1, 1985, by and among The Bank of California, National Association, a national banking association having a corporate trust office in the City of San Francisco, California (the "Trustee"), the Cities of Ceres, Rocklin, San Pablo and San Rafael, California (collectively referred to herein as the "Lessees"), and the Association of Bay Area Governments, a California joint powers agency (the "Association") pursuant to Section 701 of Exhibit C of the Trust Agreement (the Agreement). In consideration of the mutual covenants herein contained and for other valuable consideration, the parties hereto do hereby agree to amend the Trust Agreement as follows: 1. Section 401 is hereby amended in full as follows: 401. Trustee; Duties, Removal and Resignation. By executing and delivering the Trust Agreement, the Trustee accepts the duties and obligations of the Trustee provided in the Trust Agreement, including but not limited to certain insurance - related functions specified in Section 603 of the Trust Terms and Conditions, but only upon the terms and conditions set forth in the Trust Agreement. The Association, the Insurer or a majority of the Lessees as long as they are not in default under their Lease Agreements may, or the holders of the majority in aggregate principal amount of all Certificates Outstanding mai, by written request, remove the Trustee initially a parte hereto, and any successor thereto, and in such event, or in the event the Trustee resigns, the Association shall appoint a successor Trustee, but any such successor shall be a bank or trust company or national banking association in good standing within or without the State of California, having trust powers and a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000) and subject to supervision or examination by federal or state authority. If such National Banking Association, bank or trust company publishes a report of condition at least annually , pursuant to law or to the requirements of any supervising or examining authority above -referred to, then for the purposes of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published. The Trustee may at any time resign by giving written notice to the Association, the Insurer and the Lessees and by giving to the Certificate Owners notice by mailing a notice of such resignation to their addresses appearing in the Certificate Register. Upon receiving any such notice of resignation; the Association shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event that the Association does not appoint a successor Trustee within thirty (30) days -I- following receipt of such notice of resignation, the resigning Trustee may petition an appropriate court having jurisdiction to appoint a successor Trustee. Any resignation or removal of the Trustee shall not become effective until written acceptance of appointment by the successor Trustee under the Trust Agreement. Any Trustee which shall resign or be removed pursuant to this Section, shall be entitled to compensation in accordance with Section 402 and to reimbursement for reasonable and proper expenses and advances incurred and not previously reimbursed for its activities in connection with the Trust Agreement and the Lease Agreements and for any indemnification due pursuant to Section 609 hereof and not previously paid. Any Trustee which resigns or is removed, upon payment of its unpaid compensation and expenses hereunder, shall execute such further assurances and do such other and further things as may be proper or convenient to more fully and certainly vest and confirm in said successor Trustee all the right, title and interest of the retiring Trustee in and to the Trust Estate, and such retiring Trustee shall promptly pay over, assign and deliver to the successor Trustee any money or other property constituting part of the Trust Estate then held by such Trustee and deliver any and all records, or copies thereof, in respect to the Trust Estate whici h it may have. effect. 2. All other terms and conditions of the Trust Agreement to remain in IN WITNESS WHEREOF, the parties have executed this First Amendment to Trust Agreement by their officers thereunto duly authorized as of the date and year written below. Dated: THE BANK OF CALIFORNIA, as Trustee by Trust Officer Dated: ASSOCIATION OF BAI' AREA GOVERNMENTS b� Deput) Executive Director Dated: CITY OF CERES Attest: by City Clerk Mayor -2- by Deputxecut erector Dated: CITY OF CERES Attest: by City Clerk !P -A Mayor following receipt of such notice of resignation, the resigning Trustee may petition an appropriate court having jurisdiction to appoint a successor Trustee. Any resignation or removal of the Trustee shall not become effective until written acceptance of appointment by the successor Trustee under the Trust Agreement. Any Trustee which shall resign or be removed pursuant to this Section, shall be entitled to compensation in accordance with Section 402 and to reimbursement for reasonable and proper expenses and advances incurred and not previously reimbursed for its activities in connection with the Trust Agreement and the Lease Agreements and for any indemnification due pursuant to Section 609 hereof and not previously paid. Any Trustee which resigns or is removed, upon payment of its unpaid compensation and expenses hereunder, shall execute such further assurances and do such other and further things as may be proper or convenient to more fully and certainly vest and confirm in said successor Trustee all the right, title and interest of the retiring Trustee in and to the Trust Estate, and such retiring Trustee shall promptly pay over, assign and deliver to the successor Trustee any money or other property constituting part of the Trust Estate then held by such Trustee and deliver any and all records, or copies thereof, in respect to the Trust Estate which it may have. I effect. 2. All other terms and conditions of the Trust Agreement to remain in IN WITNESS WHEREOF, the parties have executed this First Amendment to Trust Agreement by their officers thereunto duly authorized as of the date and year written below. Dated: THE BANK OF CALIFORNIA, as Trustee by Trust Officer Dated: ASSOCIATION OF B. -\Y AREA GOVERNMENTS by Deputy Executive Director Dated: CITY OF CERES Attest: by� I Mayor r Mityrk -2- Dated: June 14, 1988 CITY OF ROCKLIN Attest: City Jerk Dated: Attest: City Clerk Dated: Attest: City Clerk by, Vi yo; CITY OF SAN PABLO by Finance Director CITY OF SAN RAFAEL by Acting City Manager -3- Exhibit A to Res o . No. 88-208 Dated: CITY OF ROCKLIN Attest: by Mayor City Clerk Dated: CITY OF SAN PABLO Attest: by "-4, " Finarr Director T,Z ",,ry City Cle7k- Dated: Attest: City Clerk CITY OF SAN RAFAEL by -3- Acting City Manager I w 0 Dated: CITY OF ROCKLIN Attest: by Mayor City Clerk Dated: CITY OF SAN PABLO Attest: by Finance Director City Clerk Dated: g'3//d g CITY OF SAN RAFAEL Attest: by , -& City Ma ger i yOre rk -3-