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HomeMy WebLinkAboutResolutions 89-320 N.C.S. 10/16/1989Resolution No. 89-320 N ~,~, '~~ of the City of Petaluma, California A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PETALUMA AUTHORIZING THE EXECUTION AND DELIVERY OF A FACILITIES LEASE, A LEASE AGREEMENT, A TRUST AGREEMENT, A CERTIFICATE PURCHASE AGREEMENT, AN OFFICIAL STATEMENT AND CERTAIN OTHER AGREEMENTS AND DOCUMENTS AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH Ori motion Of Vice Mayor Sobel seconded by Michael Davis the following resolution is adopted. WHEREAS, the City of Petaluma, a municipal corporation duly organized and existing under and pursuant tff the Constitution and laws of the State of California and its Charter (the "City"), is authorized under provisions of the Constitution and laws of the State of California and its Charter to enter into leases and agreements relating to real property to be used by the City; and WHEREAS, the City proposes to lease certain facilities and real property interests to MPA Leasing Corporation, a nonprofit public benefit corporation organized and existing under the laws of the State of California (the "Corporation"), under a Facilities Lease, dated as of October 1, 1989, by and between 3777001/7 ®x`9"0®. 3 2 p N ~~ ~~~- ~-0~-03 the City and the Corporation, for the purpose of acquiring certain facilities; and WHEREAS, the City proposes to enter into the Lease Agreement described herein to provide financing for the acquisition of the street lighting facilities located in the City and certain related equipment (the "Project") identified in the Lease Agreement and incorporated herein by reference; and WHEREAS, the City proposes to authorize the trustee under the Trust Agreement described herein to execute and deliver Certificates of Participation (Street Lighting System Acquisition) (the "Certificates") evidencing fractional interests in rent to be paid by the City under the Lease Agreement; and WHEREAS, the City proposes to enter into the Certificate Purchase Contract described herein in connection with the sale of the Certificates; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PETALUMA AS FOLLOWS: Section 1. Declaration of Intent. It is the intent of the City to finance the Project from the proceeds of the 2 3777001/7 S®o89 ° 320NCS Certificates. In the event any portion of such Project is acquired prior to the sale of the Certificates from other available moneys of the City, it is the intent of the City to reimburse the acquisition or construction cost of such portion of the Project from the proceeds of the Certificates. Section 2. Findings. The City hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the City and that the statements, findings and determinations of the City set forth in the preambles of the documents approved herein are true and correct, and that the City hereby declares its intention of entering into the Lease described in the following Section 5. Section 3. Facilities Lease. The form of Facilities Lease, dated as of October 1, 1989, by and between the Corporation and the City, presented to this meeting and on file with the City Clerk to the City Council of the City (the "Clerk"), is hereby approved. The Mayor, City Manager or City Treasurer of the City or such other person designated by the Mayor is hereby authorized and directed, for and in the name and on behalf of the City, to execute, acknowledge and deliver said Facilities Lease in substantially said form, with such changes therein as such official may require or approve, such 3 3777001/7 ~~~®•$~ - 32 ONC S approval to be conclusively evidenced by the execution and delivery thereof. Section 4. Lease Agreement. The form of Lease Agreement, dated as of October 1, 1989, by and between the Corporation and the City, presented to this meeting and on file with the Clerk, is hereby__approved.___The Mayor, the City Manager or the City Treasurer or such other person designated by the Mayor is hereby authorized and directed, for and in the name and on behalf of the City, to execute, acknowledge and deliver said Lease Agreement in substantially said form, with such changes therein as such official may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided that the maximum annual rent payable therein shall not exceed $185,000. Section 5. Trust Agreement. The form of Trust Agreement, dated as of October 1, 1989, by and among the trustee named therein (the "Trustee"), the Corporation and the City, presented to this meeting and on file with the Clerk, is hereby approved. The Mayor, the City Manager or the City Treasurer or such other person designated by the Mayor is hereby authorized and directed, for and in the name and on behalf of the City, to execute, acknowledge and deliver to the Corporation and the Trustee said Trust Agreement in substantially said form, with 4 3777001/7 RES®o~g°320NCS such changes therein as such official may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided. that the maximum amount of Certificates executed and delivered with respect to the acquisition costs of the Project shall not exceed $1,220,000. Section 6. Certificate Purchase Agreement. The form of Certificate Purchase Agreement, by and among the City and Mark Pressman Associates (the "Underwriter") and acknowledged by the Trustee, presented to this meeting and on file with the Clerk, is hereby approved. The Mayor, the City Manager or the City Treasurer or such other person designated by the Mayor is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Underwriter said Certificate Purchase Agreement, with such changes therein as such official may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided, however, that the interest rate payable with respect to the Certificates does not exceed 8.5%, the underwriting discount does not exceed 2.5%, and the maximum annual principal and interest payable with respect to the Certificates does not exceed $185,000. Section 7. Official Statement. The form of Official Statement with respect to the Certificates (the "Official 5 3777001/7 RE~~. ~ `~ - 3 2 0 N C S Statement"), presented to this meeting and on file with the Clerk, is hereby approved. The Mayor, the City Manager or the City Treasurer or such other person designated by the Mayor is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Underwriter said Official Statement, with such changes therein as such official may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Underwriter of the Certificates is authorized to distribute a Preliminary Official Statement and such Official Statement to potential investors of the Certificates. Section 8. Other Agreements. The Mayor, the City Manager or the City Treasurer or such other person designated by the Mayor is further authorized and directed to enter into such other agreements and to determine such other fees and expenses payable pursuant thereto in order to consummate and give effect to the financing. The execution and delivery of the documents referred to above by the Mayor shall conclusively evidence the approval by the City of each of such documents and the fees and expenses thereunder. Section 9. Attestations. The Clerk is hereby authorized and directed to attest the signature of the .Mayor or such other person designated by the Mayor, and to affix and attest the 3777001/7 6 R~~~. ~ 9° 3 2 0 N C S ,l . seal of the City, as may be required or appropriate in connection with the execution and delivery of said Facilities Lease, Lease Agreement, Trust Agreement, Certificate Purchase Agreement, Official Statement and related documents. Section 10. Other Actions. The City Manager or the City Treasurer or such other person designated by the City Manager are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the sale, execution and delivery of the Certificates and otherwise to carry out, give effect to and comply with the terms and intent of this resolution, the Certificates, Facilities Lease, Lease Agreement, Tr~u"st Agreement, Certificate Purchase Agreement, Official Statement and related documents. Such actions heretofore taken by such officers are hereby ratified, confirmed and approved. Section 11. Effect. This resolution shall take effect immediately upon its passage. Under the power and authority conferred upon this Council by the Charter of said City. REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by .the ,~ -~•,:Appio~ ed"'a to Council of the City of Petaluma at a (Regular) (~ meeting'/~ .:.~~ on the ...lb zl'~ ............. day of ...............Q.G.tc~~~x.-........................., is..~.2., by th~ ~_ ~ ' y ..-.. following vote: AYES: lancer, Woolsey, Cavanagh, Iialsra~,~, Davis, t,'ice :Iayor Sobel, ~Iayar .Iilligoss ! NOES: ~' ABSENT: ~ 7 ~ ~/ ~ , 3777001/7 -' ~ . 'i r..-'"J ~ J~. ATTEST : ........................................ ....... . .. --... ~ .t _ ~----~.>~. City Clerk Mayor Cotmcil File .................................... CA 10-85 ~ Res. No. ......H.~.:'..3.Z.U...... N.C.S.