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HomeMy WebLinkAboutResolutions 87-356 N.C.S. 12/21/1987. _ ~,.. ,• ,^ " . . ReSQ1Ltt10Y1 NQ. 8 7`- 3 5'6 N. C. S. of the City of Petaluma; California RESOLUTION AUTHHORIZING THE A,CQ~UISITION; IMPROVEMENT AND INSTALLATION OF :CERTAIN CAPITAL EQUIPMENT FOR THE CITY OF PETALU.MA; AUTHORIZING THE CITY OF PETALUMA TO ENTER INTO A '.LEASE AGREEMENT WITH ASSOCIATION OF BAY AREA GOVERNMENTS FOR_ PURPOSES OF FINANCING SUCH CAPITAL _ _. EQUIPMENT; AND A-UTHORIZING THE EXECUTION OF OTHER INSTRUMENTS AND T`H'E TAKING OF OTHER ACTIONS RELATED TO SUCH FINANCING WHEREAS, Association ~ of Bay Area Governments ('"ABAG") is a joint powers agency cr. Bated and operating under the. Gaii'fornia Government Code Sections 6500, et seq, and as such, is authorized under the Anarks-Roos Local Bond Pooling Act of 1985 commencing with Section 6584 of the California Government Code; as amended (the "Act") , to issue its bonds to finance public capital. improvements for local agencies (as such terms are defined in the Act) which are parties to the Agreement creating ABAG or political subdivisions of such parties; and- WHEREAS, ABAG isauthorized by the Aet to enter into lease agreements pursuant to which local agencies lease public capital improvements from ABAG;. anal ABAG is authorized by the Act to charge and collect rents under such lease agreements; =;and WHEREAS, in response to the demand of its members to finance public capital improvements and in furtherance of the "significant public benefits" (as defined' in Section 6586 of the Act) to be gained by the entry of such members (or their political subdivisions) into ABAG's pooled lease financing program (the "Program") , ABAG issued its 'Association of Bay Area Governments Lease Revenue Bonds (Pooled Projects ) Series 1987 .(the "Bonds") in the aggregate principal amount of .$55;000,000 pursuant to the Act and .the hereinafter defined Indenture to 'finance the cost of public capital irriprovements to be leased by ABAG to local agencies of ABAG (within the meaning of Section 6585 (f) of the Act) (collectively, the "Lessees") ; and . Reso. 87-356 NCS ~ 1 of 6 WHEREAS;, ~ in order to accomplish , the foregoing purposes, ABAG proposes to use the proceeds of the Bonds to acquire, construct, install ..and equip pu~bPc capital improvements as defined in Section 6585 (g) of the Act, (collectively, the "Projects") and lease the Projects to the Lessees pursuant to Lease Agreements to be entered into between ABAG and the Lessees and, pursuant to a Trust Indenture (th.e "Indenture") dated as of April 1, 1987, between ABAG and Seattle-First: National Bank, as trustee (the "Trustee") , ABAG has :pledged and. assigned the right to receive and enforce the rental payments thereunder to the Trustee to secure the Bonds; an d WHEREAS, the City of Petaluma, California, a municipal corporation and a charter city duly organized and existing under the laws of the State of California (the "City") , is a "focal agency" of ABAG (within the meaning of Section 6585 (f) of the Act) , and the City intends to cause the acquisition, improvement and installation of certain capital equipment as described in more detail in Exhibit C to the proposed form of Lease Agreement (the "Lease Agreement") to be dated as of January 11, 1988, between ABAG, as lessor, and the City, as lessee (such capital equipment and such additions and improvements, all as more particularly described in Exhibit C to the Lease Agreement, being herein collectively referred to as the "Project") , and the Project constitutes "public. capital improvement" (within the meaning of Section. 6585 (g) of the Act) ; and WHEREAS, the City City of the City (the "Council") finds that "sgn-ificant public benefits" (.within the meaning of Section 6586 of the Act) will accrue to the City - if the Project is financed with a portion of the proceeds of the Bonds through the City's participation in th- e. Program; and WH'E'REAS, there :have: been. reviewed b~y`~`tle Council wtfi the ,aid of its staff anal are now before this meeting the.. following documents entered into in connection with the Program and the issuance of the Bonds (1) The Indenture,, including as exhibits thereto the form of Bond and the .form of Lease Agreement to be entered into by ABAG, as lessor, and each Lessee as it enters the Program; Re so. 87-356 NCS 2 of 6 (2) Reimbursement Agreement dated as of April 1, 1987 (the "Reimbursement Agreement") between ABAG .and National Westminster Bank PLC., acting through its New York Branch (the "Bank") , including as Exhibit X thereto the form of. Irrevocable Direct Pay Letter of Credit (the "Letter of Credit") issued by the Bank to secure the Bonds, as Exhibit Y tber,eto the Pledge Agreement .(hereinafter defined) and as Exhibit Z thereto the form- of Letter of Representation to be delivered by each Lessee to ABAG and the Bank in connection with the execution of its Lease Agreement; (3) TENR Services ,arid Remarketing Agreement dated as of April 1, 1987 (the "Remarketing Agreement") between' ABAG and Bankers Trust Company, as remarketing agent. (the "Remarketing Agent"); (4) Pledge and Security Agreement dated as of April 1, 1987 (The "PLedge Agreement°) between ABAG and the Barak; (5) Tender Agent Agreement dated as of ,April 1, 1987 (the "Tenter Agent Agreement") among, ABAG, IBJ Schroder Barik & Trust Company, as tender agent (the "Tender Agent"), and the Trustee; and (6) Arbitrage Regulation Agreement dated April, 21, 1987 (the "Arbitrage Agreement'!) between ABAG and the Trustee; and WHEREAS, there have been prepared and are now before this meeting the following _forms of documents to be entered into iri connection with the City's participation in the Program in order to finance the Project and such forms of` 'documents have been reviewed by the Council with the aid of its staff: (7.) Lease Agreement, including as exhibits thereto, certain definitions, a description of Lease Payments pa.yable sunder the Lease Agreement, a description of the Project, addresses for notices s'pursuant to the Lease .Agreement and a description of 'certain contracts, if any, to be 87-356 NCS ~ of 6 assigned by the Ci y to ABAG in connection with the Project, and a description of certain previously acquired ,portions of the Project, if any; (8) Letter of Representation (the "Letter of Representation") to be executed and delivered by the City to ABAG and the Bank as required by the Reimbursement Agreement; NOW THEREFORE, .BE IT RESOLVED by the City Council of the City of Petaluma, as follows Section 1. The City is hereby authorized to enter into the Lease Agreement in substantially the form presented to this meeting, under which the Project shall be acquired, .constructed, improved, installed or equipped and leased by ABAG to the City, all upon the terms and conditions as set forth in said form of Lease Agreement, submitted to and reviewed by the Council on the date hereo"f, with such changes from the form of Lease Agreement presented to this meeting as shall be approved by the Authorized Representative executing the Lease Agreement on behalf of the City, such Authorized. Representative's signature thereon being .conclusive evidence of. such approval. Section 2. The City is hereby authorized to execute and deliver the Letter of Representation• in substantially the, form - submitted to and review by the Council on the date hereof, with such changes from the form of Letter of Representation presented to this meeting as shall be approved by the Authorized Representative executing the Letter of Representation on behalf of the City, such Authorized Representative's signature thereon being conclusive. evidence of such approval. Section 3. The Council hereby finds and determines in accordance with section b58b of the Act that the financing of the Project through the City'_s participation of the Program as authorized by this Resolution will result in significant public benefits for the City by demonstrable savings in effective interest rate expenses and financing expenses associated with the Project. The. Council hereby finds and determines that the Project and the leasing of the Project as provided in this Resolution serves a governmental 87-356 NCS 4 of 6 - .. - ~ _. function and a public :purpose of the City and the Project constitute Public Capital Improvements within the meaning' of the Indenture. Section 4. The City is hereby authorized to comply, and the Council agrees that the City shall comply, with the provisions of the Indenture, the Arij'itrage Agreement, the. Reimbursement Agreement,. the Pledge Agreement, the..Remarketing Agreement anal the Tender Agent Agreement insofar as the provisions of such instruments shall be applicable to the City. Section 5.. The Manager of the City (the "Authorized Representative") is hereby authorized ,and directed to execute and deliver the Lease Agreement and the Letter o;f Representation, for and on behalf of, and as the act and deed of, the City, and the City Clerk of; the City is hereby authorized and directed. to attest and impress the corporate seal of the City upon each of the foregoing documents on behalf of the City if such attestation is required. Section 6. The City shall, and the officers; employees and agents of the City are hereby authorized and directed to, take such action and execute such other ~ agreements, documents, financing statements, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution and to carry out, comply with and perform the duties of the City with respect to the agreements mentioned herein, as executed. All acts and doings of the officers and employees of the City which are in conformity with the purposes ,and intent of this Resolution and in ''furtherance of the. financing of the Project are hereby in all respects, authorized, ratified, approved and confirmed. Se,¢tion 7. Thee provisions of this Resolution are hereby declared to be separable, and' if any section, phrase or provision shall for any reason be decla "red invalid, such declaration shall not affect the validity of the remainder of` the sections., phrases and provisions. hereof. Section 8. All resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution are, to the- extent of such conflict, hereby repealed. 87-356 NCS 5 of 6 Section 9. The provisions of this Resolution shall constitute a contract binding between the City and the owners of the Bonds, and this Resolution shall not be repealed or amended in any respect which would adversely affect the rights of such owners so long as any of the Bonds or the interest thereon remains unpaid. Section 10. This Resolution shall be in full force and effect immediately upon its passage. reso.cap.improve ORD3 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 owed as to form Council of the City of Petaluma at a (Regular) (oiad) meeting on the .....2~.~~..-....... day of ... D~~~[[l~?~:~ .................................... 19. $~., by the following vote: ..... ..--• .................•--------• 'ty Attorney AYES: Sobel, Balshaw, Cavanagh, Davis, Tencer, Vice Mayor Woolsey, M yo Hilligoss NOES: 0 ABSENT: p ATTEST : .:.. ................. .... ..~ 1~~2~ s:.:.:(1..~...................... ity Clerk Council Fiie .................................... ca ~o-sa ues. No...8.7.-3.5.Ez......... N.cs. ~Ff 6 of 6