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HomeMy WebLinkAboutResolution 2003-200 N.C.S. 10/27/2003resolution No. 2003-200N.C.S. of the City of Petaluma, California RESOLUTION OF THE CITY OF PETALUMA, CALIFORNIA AUTHORIZING THE EXECUTION SALE AND DELIVERY OF 2003 CERTIFICATES OF PARTICIPATION IN A PRINCIPAL AMOUNT NOT TO EXCEED $6,700,000; APPROVING FORMS OF AND AUTHORIZING EXECUTION OF A LEASE AGREEMENT, A SITE LEASE, A TRUST AGREEMENT, AND NOTICE OF SALE; AND APPROVING FORM OF A PRELIMINARY OFFICIAL STATEMENT FOR THE SALE OF 2003 CERTIFICATES OF PARTICIPATION; AND AUTHORIZING CITY OFFICIALS TO TAKE RELATED ACTIONS WHEREAS, the City of Petaluma (herein called the "City") is a municipal corporation duly organized anal existing under and pursuant to its charter and the laws of the State of California; and, WHEREAS, this City Council has heretofore determined and. hereby determines that the public interest, convenience and general welfare require that all or a portion of the certain sites and facilities set forth in Exhibit A hereto, together with improvements (including, without limitation, certain airport hangars) located and to be located thereon (collectively called the "Leased Property") should be leased for the use ofthe City; and, WHEREAS, the City of Petaluma Financing Corporation (herein called the "Corporation") has been incorporated by the City for the specific and primary purpose of providing financial assistance to the City by leasing or subleasing improved or unimproved property to the City, and in connection therewith, financing or refinancing, acquiring, constructing or improving said property; and, WHEREAS, by its Articles of Incorporation and by its Bylaws no part of the net earnings, funds or assets of said Corporation shall inure to the benefit of any director thereof or any other person, firm or corporation, except the City; and, WHEREAS, this City Council has heretofore detern~ined that it would be in the best interests of the City to issue its 2003 Certificates of Participation (Refunding Certificates and Airport Project) (the "2003 Certificates") in a principal amount not to exceed $6,700,000, to Resolution No. 2003-200 N.C.S. provide funds for the acquisition and construction of capital improvements, including, without limitation, certain improvements to airport hangers (the "Project") and for the refunding of the City's Certificates of Participation (1993 Consolidated Public Facilities Lease) (the "1993 Certificates"); and, WHEREAS, this City Council has determined that it is to the best interest of the City and necessary and proper for public purposes to enter into a site lease entitled "Site Lease (2003 Certificates of Participation) (Refunding Certificates and Airport Project)," in substantially the form on file with the City Clerk (herein called the "Site Lease") and a lease entitled "Lease Agreement (2003 Certificates of Participation) (Refunding Certificates and Airport Project)" in substantially the foc-n on file with the City Clerk (herein called the ".Lease") with the Corporation; and, WI~EREAS, under the Lease, the City would be obligated to make base rental payments to the Corporation for the lease of the Leased Property; and, WHEREAS, it is proposed that all rights to receive such base rental payments (together with the additional payments provided for in the Lease) will be assigned without recourse by the Corporation to the Trustee, pursuant to an agreement, entitled "Assignment Agreement" in substantially the fon~n on file with the City Clerk (herein called the "Assignment Agreement"); and, WHEREAS, it is further proposed that the Corporation, the City and a trustee bank to be selected by the City (the "Trustee") shall enter into an agreement, entitled "Trust Agreement" in substantially the form on file with the City Clerk (herein called the "Tn~st Agreement"), pursuant to which the Trustee will execute and deliver the 2003 Certificates in an amount equal to the aggregate principal components of such base rental payments, each evidencing and representing a fractional undivided interest in such base rental payments, and will use the proceeds to acquire and construct the Project,. to refimd and defease the 1993 Certificates, to fund a reserve fluid, and to pay the costs of execution and delivery of the 2003 Certificates and incidental and related expenses; and, WHEREAS, it is further proposed that the Corporation and the City shall enter into an agreement entitled "Continuing Disclosure Agreement" in substantially the form on file with the City Clerk (herein called the "Continuing Disclosure Agreement"), executed and delivered by the City and the Corporation for the benefit of the Certificateholders and Beneficial Holders of the 2003 Certificates; and, WHEREAS, a foi-~n of preliminary official statement describing the 2003 Certificates of Participation in base rental payments to be made by the City for the lease of the Leased Property, has been submitted to this City Council; and, WHEREAS, the form of the Notice of Sale, pursuant to which the 2003 Certificates are expected to be sold, has been submitted to this City Council; and, WHEREAS, this City Council has been presented with the form of each document referred to herein, relating to such refimding and transaction, and the City Council has examined and approved each document and desires to authorize and direct the execution of such documents and. the consummation of such refunding and transaction. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Petaluma, as follows: SECTION 1. All of the recitals herein are true and correct and this City Council so finds. SECTION 2. The form of Site Lease, between the City and the Corporation, in substantially the form submitted to this City Council, is hereby approved. The City Clerk is directed to file a copy of said Site Lease with the minutes of this meeting. Upon the sale of the 2003 Certificates, one or more of the members of the City Council, the City Manager or the Finance Director and the City Clerk or Deputy Clerk (the "Authorized Officers") are authorized and directed to execute and deliver the Site Lease iil substantially said form, with such additions thereto and changes therein as such officers executing such instniment may require or approve, such. approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3. The form of Lease, from the Corporation to the City, in substantially the form submitted to thus City Council, is hereby approved. The City Clerk is directed to file a copy of said Lease with the minutes of this meeting. Upon the sale of the 2003 Certificates, the Authorized Officers are authorized and directed to execute and deliver the Lease in substantially said form, with such additions thereto and changes therein as such officers executing such instrument may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. The form of Trust Agreement, by and among the Trustee, the Corporation and the City, in substantially the form submitted to this City Council, is hereby approved and the Authorized Officers are hereby authorized and directed, for and in the name and on behalf of the City, to execute acid deliver the Trust Agreement in substantially said forn~, with such additions thereto and changes therein as such officers executing such instrument may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The City Clerk is directed to file a copy of said proposed Trust Agreement with the minutes of this meeting. SECTION 5. The form of Continuing Disclosure Agreement, by and between the Corporation and the City, dated as of the date of closing, in substantially the form submitted to this City Council, is hereby approved and the Authorized Officers are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Agreement in substantially said form, with such additions thereto and changes therein as such officers executing such instrument may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The City Clerk is directed to file a copy of said proposed Continuing Disclosure Agreement with the minutes of this meeting. SECTION 6. The form of Escrow Agreement, by and between the City and an escrow agent to be selected by the City (the "Escrow Agent"), in substantially-the form submitted to this City Council, is hereby approved and the Authorized Officers are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Escrow Agreement in substantially said form, with such additions thereto and changes therein as such officers executing such instrument may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof The City Clerk is directed to file a copy of said proposed Escrow Agreement with the minutes of this meeting. SECTION 7. The preliminary Official Statement describing the 2003 Certificates, in substantially the form submitted to this City Council, is hereby approved. The Authorized Officers are hereby authorized and directed, at the time of the delivery of the 2003 Certificates, for and in the name and on behalf of the City, to execute a final Official Statement in substantially the form of the preliminary Official Statement submitted to this meeting, with such additions thereto or changes therein as City Attorney or Hawkins, Delafield & Wood may require or approve, such approval to be conclusively evidenced by the execution anal delivery thereof. The Authorized Officers are authorized to certify on behalf of the City that the preliminary form of the Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (except for the omission of certain pricing, rating and related information as permitted by said Rule). SECTION 8. The sale of the 2003 Certificates to a purchaser ("Purchaser") pursuant to and in accordance with the Notice of Sale, in substantially the form on file with the City Clerk, is hereby approved. The City Council hereby delegates to the Finance Director the authority to accept an offer from the Purchaser to purchase the Certificates from the City; provided, however, that the true interest cost. payable with respect to the Certificates shall not exceed 6.5% per annum. Further as an alternative to a sale of the 2003 Certificates pursuant to the Notice of Sale, upon the advice of the City's financial advisor, Kelling, Northcross & Nobriga, the Finance Director may sell the 2003 Certificates pursuant to a negotiated sale with a bond purchase agreement; provided, however, that the underwriter's discount shall not exceed 1.5%. SECTION 9. The execution and delivery of not to exceed $6,700,000 aggregate principal amount of the 2003 Certificates, payable in the years and in the amounts with interest components with respect thereto as specified in the Trust Agreement as finally executed, is hereby authorized and approved. SECTION 10. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents, including the tax certificate, the letter of representations to the bond depository, insurance agreements and closing certificates, and make any necessary or advisable modifications to those documents which are acceptable to the City Counsel's Office and Hawkins, Delafield & Wood, and which they may deem necessary or advisable in order to consummate the sale, execution and delivery of the 2003 Certificates and otherwise to carry out, give effect to and comply with the terms and intent of this resolution. The signature of only one officer of the City shall be sufficient to evidence execution by the City of a document approved hereunder. SECTION 11. This resolution shall take effect from and after its date of adoption. 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 Approved as to Council of the pity of Petaluma at a (Re~ular) (Adjourned) (Special). meeting for on the .........27............ day of ........Otto er ................................. 20..(.x..3., by the I . following vote: ••••••••••~•• •••••••••••••••••••••• City Attorney AYES: Canevaro, Mayor Glass, Harris, Healy, Moynihan, Vice Mayor O'Brien, Torliatt NOES: None ABSENT: None ~ s~ ATTEST: ................ ..................................................................... .... .....~~...... ......... ......... .. ................... City Clerk Mayor Council File .. .. .. ~ O~~-Z~.~ ......... .... . Res. No ...................................N.C.S. EXHIBIT A Leased Property All or a portion of the following: Site and Facilities constituting the Police Facility Building, the Community Center, the City Airport and Street Lights of the City ofPetaluma ., CLERK'S CERTIFICATE I, Gayle Petersen, Clerk of the City of Petaluma, California, hereby certify as follows: The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the City Council of said City duly and regularly held at the regular meeting place thereof on the 27th day of October, 2003, of which meeting all of the members of said City Council had due notice and at which a majority thereof was present; and at said meeting said resolution was adopted by the following vote: AYES: Canevaro, Mayor Glass, Harris, Healy, Moynihan, Vice Mayor O'Brien, Torliatt NOES: None ABSTAIN: None ABSENT: None A.copy of the agenda of said meeting was posted at least 24 hours prior to the date of said meeting at City Hall, City of Petaluma, California, a place freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. I have carefully compared the same with the original minutes of said meeting on file and of record in my office; the foregoing resolution is a full,. true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. WITNESS my hand this 29th day of October, 2003. [SEAL] G le Pet en Clerk of the City of Petaluma, State of California