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HomeMy WebLinkAboutResolutions 9567 N.C.S. 09/20/1982' `~ 1~zsoluiion 1~10. ~~ ti~ N. C. S. ~ ~ ! of the City of Petaluma, California :; RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF CITY OF PETALUMA INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1982 (VIKING FREIGHT SYSTEM, INC.) WHEREAS, the City of Petaluma (the "City") has, by Ordinance No. 1520, enacted the City of Petaluma Economic Development Revenue Bond Law (herein called the "Law"), authorizing and establishing a procedure for the sale and issuance of revenue bonds or other evidences of indebtedness by the City for the purpose of making loans to participating _ parties to finance facilities maintained and operated for industrial, commercial, business and other puposes specified in the Law; and WHEREAS, the City Council of the City has, by Resolution No. 9455 NC~S adopted by the Council on May 24 , 1982, given preliminary approval for the issuance of such ` bonds or other evidences of indebtedness to fund a loan to Viking Freight System,.Inc. (the "Company") to finance the acquisition and construction of a trucking terminal in Petaluma (the "Project") for the Company, and authorized proper officers of the City to proceed to prepare or cause to be prepared the documentation for such purpose; NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Petaluma, as follows: Section 1. Pursuant to the Law, revenue bonds of ~ the City, designated "City of Petaluma Industrial Development Revenue Bonds, Series 1982 (Viking Freight System, Inc. Project)" in an aqgregate principal amount not.to exceed $2,000,000 (herein called the "Bonds"), are authorized to be issued. Section 2. The proposed form of loan agreement, dated as of November 1, 1982 (the "Loan Agreement"), between the City and the Company, presented to this meeting, is hereby approved. The City Manager is hereby authorized_and directed, for and in the name and on behal£ of the City, to execute, acknowledge and deliver a loan agreement in substantially said form, with such changes therein as such officer and the City Attorney may require or approve, such approval to be conciusively evidenced by the execution and delivery thereof. Section 3. The proposed form of trust indenture, dated as of November 1, 1982 (the "Indenture"}, between the City and Security Pacific National Bank, as trustee (the "Trustee"), presented to this meeting, is hereby approved. The City Manager is hereby authorized and directed, for and in the name and on behalf of the City, to execute, acknowledge and deliver a trust indenture in substantially said form, with such changes therein as such officer and the City Attorney may require or approve, such approval to be Attorney may require or approve, such approval to be conclusively evidence by the execution and delivery thereof. The date, maturity dates, interest rate or rates, interest payment dates, terms 2 of redemption and other terms of the Bonds thereto shall be as provided in the Indenture as finally executed. Section 4. The proposed form of bond purchase agreement, dated as of November 1, 1982 (the "Bond Purchase Agreement"), among the City, the Company and Sutro & Co. Incorporated (the "Purchaser"), presented to this meeting, is hereby approved. The City Manager is hereby authorized and directed, f~r and in the name and on behalf of the City, to execute, acknowledge and deliver a guarantee and bond purchase agreement in substantially said form, with such changes therein as such officer and the City Attorney may require or approve, such approval to be conclusively evidenced by the exzcu~ion and delivery thereof. Section 5. The proposed form of letter of credit, (the "Letter of Credit"), from Crocker National Bank to the Trustee, presented to this meeting, is hereby approved. The City Manager is hereby authorized and directed, for and in the name and on behalf of the City, to accept a letter of credit in substantially said form, with such changes therein as such officer and the City Attorney may require or approve, such approval to be conclusively evidenced by the acceptance thereof. Section 6. The proposed form of official statement relating to the Bonds (the "Official Statement"), presented to this meeting, is hereby approved. The City~Manager is hereby authorized and directed, for and in the name and on 3 behalf of the City, to sign said Official Statement in substantially said form, with such changes therein as such officer and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. Forms of the proposed Loan Agreement, the Indenture, the Bond Purchase Agreement, the Letter of Credit and the Official Statement are on file in the office of the City Clerk. Section 8. Bonds in an aggregate principal amount not to exceed $2,000,000 shall be executed by the manual or facsimile signature of the Mayor, the seal of the City shall be affixed or impriiited thereon and attested by the manual or facsimile signature of the City Clerk, in forms set forth in and otherwise in accordance with said Indenture. The seal of the City may be reproduced in facsimile form. Section 9. The Bonds, when so executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Purchaser in accordance with written instructions executed on behalf of the City by the City Manager, which instructions said officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Trustee. Such 4 instructions shall provide for the delivery of the Bonds to the Purchaser upon payment of the purchase price thereof. Section 10. The City Clerk is hereby authorized and directed to attest the signatures of the Mayor and the City Manager and to affix and attest the seal of the City as may be requested in connection with the execution and delivery of the Bonds and said Loan Agreement, Indenture and Bond Purchase Agreement in accordance with this resolution. Section 11. The filing of an action by Orrick, Herrington & Sutcliffe, A Professional Corporation, bond counsel to the City, in the name arid on behalf of the City, pursuant to the California Code of Civil Procedure, Sections 860 and following, to validate the financing herein approved and the proceedings leading up to and including the adoption of this resolution is hereby approved. Section 12. The officers of City 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 neces.sary or advisable in order to consummate the issuance, sale and delivery of the Bonds and otherwise to carry out, give effect to and comply with the terms and intents of the resolution, the Bonds and said Loan Agreement, Indenture and Bond Purchase Agreement. 5 ~ The foregoing Resolution was,passed and adopted by the Council of the City of Petaluma.on. September 21@~g2~ by the following vote: _ . ~ ,.. AYES: Balshaw,:~Bond, Cavanagh, Har"'berson;~ Perry, Mayor Mattei NOES: None . . ABSENT: Batta~.li;a . :~~ . _ Under the, power and:authority conferred upon_ this Gouncil,by;the Charter of said City. I hergby .cer`tify ;the foregoing Resolution was;. iintroduced Farid; adopted. by the Council!.of the City of Petaluma at a(R.egular) (~~~jX~~ .meeting on the g: ;2.Q~h_•--- dav of ._._._~~pt.emk~•ex __•,_•. -__-=. 1s~~•., bY J~.,-~ followin vote : AYES: NOES: ABSENT: ATTEST: ~Form-GA~2 7/81. A .~! j . ' . , ~~~~~ y~.~"~°L,n. ~ -•-• --•-••--••- •-•-•--• ................••••••--•••-----•••-•••-•--••--••••-•••••--••••- iVIayor . +. . Couacil File:......_ ........................... . :. , ' .~.~ ~.:Z....~....C . S . :. .- Res; No...