2005-140
RESOLUTION NO. 2005-140
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF AN
APPLICATION AND AGREEMENT FOR IRREVOCABLE STANDBY LETTERS OF
CREDIT BY THE CITY OF JANESVILLE, WISCONSIN, FOR PROOF OF
FINANCIAL RESPONSIBILITY AND PURPOSES
Be it resolved by the City Council of the City of Janesville, Wisconsin, as follows:
Section 1. Authority and Purpose. The City has applied to hold a license to operate a
new solid waste disposal facility (the "Facility"). Section 289.41 of the Wisconsin Statues and
Section NR520.05 of the Wisconsin Administrative Code require any public utility holding such
a license to provide evidence of financial responsibility to the Wisconsin Department of Natural
Resources (the "DNR"). One of the standard methods of establishing proof of financial
responsibility is for the public utility to deposit with the DNR an irrevocable letter of credit. The
purpose of this resolution is to authorize officers of the City to execute and deliver an
Application and Agreement for Irrevocable Standby Letter of Credits for the new facility (the
"Agreement") to JPMorgan Chase Bank, NA (the "Bank") in order for the bank to issue the two
necessary letters of credit to the DNR on the City's behalf for the new landfill. Upon such
execution and delivery of the Agreement, the Bank will issue to the DNR its (1) Irrevocable
Letter of Credit for Long-Term Care (the "Long-Term Care Letter of Credit") under a Standby
Letter of Credit Application and Agreement for long-term care (the Long- Term Care
Application"), and (2) Irrevocable Letter of Credit for Closure (the "Closure Letter of Credit").
Section 2. Authorization and Terms. The officers of the City designated in Section 3
are herby authorized and directed to execute and deliver the Agreement to the Bank. The Bank
shall issue the Long-Term Care Letter of Credit in the amount $4,371,717 and the Closure Letter
of Credit in the amount of$2,123,014. Each Letter of Credit shall expire as set forth in the form
thereof attached hereto as Exhibit A. The City shall pay the Bank an issuance fee of $700 and
0.50% per annum for each Letter of Credit and a renewal fee of 0.50% per annum for each Letter
of Credit.
Section 3. Execution and Delivery of Agreement. The Agreement and related
documents shall be executed in the name of the City by the manual signatures of its City
Manager or Director of Finance and Administration. This authorization includes any and all
related agreements, documents and amendments.
In case any officer whose signature shall appear on the Agreement shall cease to hold
such office before the delivery of such Agreement, such Agreement shall nevertheless be valid
and sufficient for all purposes, the same as if the person whose signature appears on such
Agreement had not ceased to hold such office. No recourse shall be had for the payment of any
Agreement against any officer who executes the Agreement. This provision shall also apply to
any and all related agreements, documents and amendments.
Section 4. Form of Documents. The Letters of Credit, Applications and Agreement
shall be in substantially the forms set forth in Exhibit A attached hereto.
Section 5. Resolution to Constitute a Contract. The provisions of this resolution shall
constitute a contract between the City and the Bank. Any pledge made in this resolution and the
provisions, covenants and agreements herein set forth to be performed by or on behalf of the City
shall be for the benefit, protection and security of the Bank. This resolution shall constitute full
authority for the execution and delivery of the Agreement and any other instrument or
transaction required thereby, and to the extent that the provisions of this resolution, as amended,
shall control. If any section, paragraph or provision of this resolution shall be held to be invalid
or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or
provision shall not affect any of the remaining provisions ofthis resolution.
Section 6. BE IT FURTHER RESOLVED, that the City Manager and his designee(s),
on behalf of the city of Janesville, is/are hereby jointly and severally authorized and empowered
to negotiate, draft, review, revise, modify, amend, execute, enter into, file and/or record
additional agreements, amendments, documents and letters of understanding concerning this
matter, and to take whatever additional other actions that the City Manager may determine in his
sole discretion, from time to time and at any time, necessary and/or desirable in the public
interest to effectuate the intent of this Resolution.
Section 7. Effective Date. This resolution shall become effective immediately upon its
passage, the public welfare requiring it.
Adopted this 14th day of February, 2005, by roll call vote as follows:
ADOPTED:
February 14. 2005
Motion by: Williams
Second by: Tom Wellnitz
Councilmember Aye Nay Pass Absent
Wellnitz, Tim X
Brien X
Williams X
Wellnitz, Tom X
Steeber X
DeGarmo X
Addie X
ATTEST:
Jean
APPROVED AS TO FORM:
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City Attorney
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Proposed by:
Prepared by:
Finance Administration
Finance Administration