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March 14, 2000
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<br /> WHEREAS, there have been presented to this meeting a draft of a Cooperation
<br />Agreement to be dated the date of its delivery (the "Cooperation Agreement"), between
<br />the City and the Authority, pursuant to which the City will provide a general obligation
<br />guarantee for payments due thereunder to enable the Authority to pay when due the
<br />principal of and premium, if any, and interest on the IDA Obligations;
<br />
<br /> BE IT RESOLVED BY THE COUNCIL OF THE CITY OF PORTSMOUTH,
<br />VIRGINIA:
<br />
<br /> 1. The following plan for financing the Project is approved. The City will convey
<br />at no charge to the Authority various real estate parcels that will comprise the site for
<br />the Project. The Authority will issue the Note in a principal amount not to exceed
<br />$10,000,000 and will refund the Note with the proceeds of the Bonds in an aggregate
<br />principal amount not to exceed $10,000,000. Simultaneously, with the issuance and
<br />sale of the Note, the City and the Authority will execute the Cooperation Agreement by
<br />which the City will provide a general obligation guarantee for payments due thereunder
<br />to enable the Authority to pay when due the principal of and premium, if any, and
<br />interest on the IDA Obligations. The Authority will use the proceeds of the sale of the
<br />IDA Obligations to finance the costs of constructing the Project and the costs of issuing
<br />the IDA Obligations. The plan of financing for the Project shall contain such additional
<br />requirements and provisions as may be approved by the City Manager or City Attorney
<br />to be in the best interest of the City.
<br />
<br /> 2. The Authority is hereby requested to undertake the issuance of the IDA
<br />Obligations, to use the proceeds of the IDA Obligations to finance the Project and to
<br />secure the IDA Obligations from payments made by the City to the Authority under the
<br />Cooperation Agreement.
<br />
<br /> 3. The City Manager is hereby authorized and directed to execute the
<br />Cooperation Agreement, which shall be in substantially the form submitted to this
<br />meeting, which is hereby approved, with such completions, omissions, insertions and
<br />changes not inconsistent with this Resolution as may be approved by the City Manager,
<br />his execution to constitute conclusive evidence of his approval of any such completions,
<br />omissions, insertions and changes.
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<br /> 4. In making completions to the Cooperation Agreement in connection with the
<br />issuance and sale of the Note, the City Manager shall provide for payments to the
<br />Authority that will enable the Authority to pay when due the principal of and premium, if
<br />any, and interest on the Note, which shall be sold upon terms that shall be satisfactory
<br />to the Authority and the City Manager; provided, however, that payments under the
<br />Cooperation Agreement shall be equivalent to a note (a) having a principal amount not
<br />exceeding $10,000,000, (b) maturing no later than March 31, 2001, (c) having a "true"
<br />or "Canadian" interest cost not exceeding 9.0% per year, (d) being sold at a price not
<br />less than 100% of the principal amount thereof, and (e) being subject to optional
<br />redemption at a premium not exceeding 3%. The City Manager is further authorized to
<br />approve a lesser principal amount for the Note and to approve the final amortization
<br />schedule for the Note as the City Manager shall determine to be in the best interest of
<br />the City.
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<br /> Following the execution of the Cooperation Agreement and the issuance and sale
<br />of the Note, the City Manager shall file a certificate with the City Clerk setting forth the
<br />final terms of the Cooperation Agreement and the Note. The actions of the City
<br />Manager in approving the terms of the Cooperation Agreement shall be conclusive, and
<br />no further action shall be necessary on the part of the City.
<br />
<br /> 5. In making amendments to the Cooperation Agreement in connection with the
<br />issuance and sale of the Bonds, the City Manager shall provide for payments to the
<br />Authority that will enable the Authority to pay when due the principal of, and premium, if
<br />any, and interest on the Bonds, which shall be sold upon terms that shall be satisfactory
<br />to the Authority and the City Manager; provided, however, that payments under the
<br />Cooperation Agreement shall be equivalent to Bonds (a) having an aggregate principal
<br />amount not exceeding $10,000,000, (b) maturing no later than 40 years from the date of
<br />their issuance, (c) having a "true" or "Canadian" interest cost not exceeding the
<br />maximum rate of interest authorized by law at the time of the sale of the Bonds, (d)
<br />being sold at a price not less than 98% of the principal amount thereof, and (e) being
<br />subject to optional redemption at a premium not exceeding 3%.
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