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HomeMy WebLinkAboutResolution 2016-035 N.C.S. 03/07/2016Resolution No. 2016-035 N.C.S. of the City of Petaluma, California APPROVING DOCUMENTS AND ACTIONS RELATING TO THE REFINANCING OF THE CITY OF PETALUMA 2003 CERTIFICATES OF PARTICIPATION AND THE 2005 CALTRANS LOAN THROUGH A PRIVATE PLACEMENT WITH COMPASS MORTGAGE CORPORATION WHEREAS, in order to provide financing and refinancing of certain capital improvements of the City of Petaluma (the "City"), including but not limited to certain improvements to Petaluma Municipal Airport and certain street improvements, the City has previously caused the execution and delivery of the City of Petaluma 2003 Certificates of Participation (Refunding Certificates and Airports Project) in the initial aggregate original principal amount of $6,295,000 (the "2003 Certificates"), which are secured by lease payments made by the City under a Lease Agreement dated as of December 1, 2003 (the "2003 Lease"), between the City of Petaluma Public Financing Corporation, as lessor, and the City, as lessee; and WHEREAS, 2003 Certificates are currently subject to prepayment, at the option of the City, on any date at a prepayment price equal to 100% of the principal amount thereof together with accrued interest thereon to the prepayment date, without premium, and in order to realize debt service savings the City have determined to refinance the 2003 Certificates; and WHEREAS, in order to finance certain capital improvements to the Petaluma Municipal Airport, the City has heretofore borrowed $1,400,000 from the Department of Transportation of the State of California ("CalTrans"), pursuant to a California Airport Loan Agreement (the "CalTrans Loan Agreement") dated February 16, 2005, between CalTrans and the City; and WHEREAS, the loan made pursuant to the CalTrans Loan Agreement (the "2005 CalTrans Loan") is subject to prepayment, and in order to realize debt service savings the City has determined to refinance the 2005 CalTrans Loan; WHEREAS, Compass Mortgage Company (the "Lender") has submitted a proposal to the City wherein the Lender proposes to refinance the 2003 Certificates and the 2005 CalTrans Loan through a direct private placement, and the City desires at this time to utilize the Petaluma Public Financing Authority (the "Authority") to effect such refinancing in accordance with said proposal; WHEREAS, Section 46 of the Petaluma Charter (the "Charter") provides that certain specified City actions, including actions to lease property, shall be done by ordinance, except where the Council takes action pursuant to general state law; WHEREAS, Section 37380 of the California Government Code authorizes cities to lease city owned and controlled property, and the Marks -Roos Local Bond Pooling Act of 1985 (the Bond Act), California Government Code Section 6584 and following, authorizes the creation of financing authorities pursuant to Bond Act and the Joint Exercise of Powers Law (the Joint Exercise Law), Government Code Section 6500 and following, to assist in the financing of local agency capital improvement projects; Resolution No. 2016-035 N.C.S. Page 1 WHEREAS, the City of Petaluma adopted Resolution No. 96-131 N.C.S. on May 20th, 1996, to create the Petaluma Public Financing Authority (the Authority) pursuant to the Bond Act and the Joint Exercise Law, and as created, the powers of the Authority pursuant to the Bond Act include the power to lease land and structures as necessary or convenient for the financing of public capital improvements, in accordance with subdivision (h) of Section 6588 of the Bond Act; and WHEREAS, as actions taken pursuant to the Bond Act and other general state law, actions of the City Council and the Authority to authorize issuance of refunding lease obligations as proposed are in accordance with Section 46 of the Charter; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Petaluma, as follows: Section 1. Approval of Financing Proposal. The City Council hereby approves the financing proposal from the Lender, providing for the refinancing of the 2003 Certificates and the 2005 CalTrans Loan on a private placement basis. Acceptance of said proposal by the City Manager is hereby approved, authorized and ratified. Section 2. Approval of Related Financing Agreements. The City Council hereby approves each of the following agreements required for the refinancing of the 2003 Certificates and the 2005 CalTrans Loan in accordance with said financing proposal, in substantially the respective forms on file with the City Clerk together with any changes therein or additions thereto deemed advisable by City Manager or the Finance Director (each, an "Authorized Officer"), whose execution thereof shall be conclusive evidence of the approval of any such changes or additions: Site Lease, between the City as lessor and the Authority as lessee, under which the City leases the Leased Property to the Authority in consideration of the payment of an amount which will be applied by the City to refinance the 2003 Certificates and the 2005 CalTrans Loan; • Lease Agreement, between the Authority as lessor and the City as lessee, under which the Authority leases the Leased Property back to the City and the City agrees to pay semiannual lease payments as rental for the Leased Property; and • Escrow Deposit and Trust Agreement, between the City and U.S Bank National Association, as escrow agent and as trustee (the "2003 Trustee") for the 2003 Certificates, providing for the deposit and administration of funds for the purpose of refinancing the 2003 Certificates. An Authorized Officer is hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest to the final form of each of the foregoing agreements. Section 3. Notice of Prepayment of 2003 Certificates. The City Council hereby authorizes an Authorized Officer to instruct the 2003 Trustee to give a notice of prepayment of the 2003 Certificates in accordance with the documents authorizing the issuance of the 2003 Certificates, which notice shall be conditioned upon the completion of the financing proceedings described in this Resolution. Resolution No. 2016-035 N.C.S. Page 2 Section 4. Official Actions. The Mayor, the City Manager, the Finance Director, the City Clerk and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the transactions described herein. Whenever in this resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. Section 5. Effective Date. This Resolution shall take effect immediately upon its passage and 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 r„Apprdve'i as to Council of the City of Petaluma at a Regular meeting on the 7`h day of March, 2016, 5 'orrri: by the following vote: City Attorney AYES: Albertson, Barrett, Mayor Glass, Kearney, Vice Mayor King, Miller Resolution No. 2016-035 N.C.S. Page 3