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HomeMy WebLinkAboutResolutions 2011-021 N.C.S. 02/07/2011Resolution No. 2011 -021 N.C.S. of the City of Petaluma, California RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PETALUMA AUTHORIZING THE ISSUANCE AND SALE OF WASTEWATER REVENUE REFUNDING BONDS TO REFINANCE OUTSTANDING WASTEWATER DEBT OBLIGATIONS OF THE CITY, AND APPROVING OFFICIAL STATEMENT AND RELATED AGREEMENTS AND ACTIONS WHEREAS, the City of Petaluma (the "City ") owns and operates a public enterprise for the collection, treatment and disposal of wastewater within the service area of the City (the "Wastewater System "); and, WHEREAS, the City has heretofore authorized, issued and sold $8,895,000 principal amount of its City of Petaluma Wastewater Revenue Bonds, Series 2000 (the "2000 Bonds ") pursuant to an Indenture of Trust dated as of May 1, 2000 (the "2000 Indenture "), by and between the City and Norwest Bank Minnesota, N.A. (the "2000 Trustee "), which are presently outstanding in the principal amount of $5,525,000; and, WHEREAS, the City entered into a Revolving Credit Agreement (as amended, the "BNP Credit Agreement ") with BNP Paribas (`BNP Paribas "), dated as of September 1, 2005, under which BNP Paribas advanced funds to the City under a revolving line of credit (the `BNP Line of Credit ") to finance improvements to the City's Wastewater System (as herein defined), and the principal balance presently owed by the City to BNP Paribas under the BNP Line of Credit is $9,106,975.50, which amount is due and payable in full by the City no later than June 1, 2011; and, WHEREAS, the City entered into a Revolving Credit Agreement (as amended, the "Zions Credit Agreement ") with Zions First National Bank ( "Zions "), dated as of September 1, 2005, under which Zions advanced funds to the City under a revolving line of credit (the "Zions Line of Credit ") to finance improvements to the City's Wastewater System, and the principal balance presently owed by the City to Zions under the Zions Line of Credit is $5,639,922.15,which amount is due and payable in full by the City no later than June 1, 2011; and, WHEREAS, the BNP Credit Agreement and the Zions Credit Agreement are collectively referred to herein as the "Credit Agreements ", and the BNP Line of Credit and the Zions Line of Credit are collectively referred to herein as the "Lines of Credit "; and, WHEREAS, under the 2000 Indenture, the City has the right to redeem the 2000 Bonds on any date, and under both the Credit Agreements, the City has the right to prepay the Lines of Credit on any date; and, WHEREAS, the 2000 Bonds and the Lines of Credit are referred to herein collectively as the "Prior Obligations "; and, WHEREAS, the City wishes at this time to redeem the 2000 Bonds in accordance with the 2000 Indenture, and to prepay the Lines of Credit in full in accordance with the Credit Agreements; and, Resolution No. 2011-021 N.C.S. Page 1 WHEREAS, the City has entered into a loan agreement with the State of California on August 25, 2006 under a Revolving Fund Loan Agreement, in a principal amount of not to exceed $127,360,634 including accrued interest (the "CWSRF Loan "); and, WHEREAS, the Bonds will be secured by a pledge of and lien on the Net Revenues derived by the City from the operation of its Wastewater System, on parity with the CWSRF Loan; and, WHEREAS, the City Council wishes at this time to authorize the issuance and sale of City of Petaluma 2011 Wastewater Revenue Refunding Bonds (the "Refunding Bonds ") under the Bond Law as herein defined) to (i) repay the BNP Line of Credit, (ii) repay the Zions Line of Credit, and (iii) refinance the 2000 Bonds, such Refunding Bonds to be secured by a pledge of the Net Revenues of the Wastewater System; and, WHEREAS, the City Council of the City has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the City. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Petaluma as follows: Section I. Issuance of Refunding Bonds; Approval of .Indenture. The City Council hereby authorizes the issuance of the Refunding Bonds under the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53570 of said Code (the "Bond Law "), in a principal amount not to exceed $25,000,000, for the purpose of providing funds to refinance the Prior Obligations. The Refunding Bonds shall be issued under an Indenture of Trust between the City and The Bank of New York Mellon Trust Company, N.A., as trustee, which is hereby approved in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Manager, and the execution thereof by the City Manager shall be conclusive evidence of the approval of such changes and additions. The City Council hereby authorizes and directs the City Manager to execute, and the City Clerk to attest, said form of the Indenture of Trust for and in the name of the City. The City Council hereby authorizes the delivery and performance of the Indenture of Trust. Section 2. Refinancing of the Prior Obligations. The City Council hereby authorizes and approves the refinancing of the Prior Obligations from the proceeds of the Refunding Bonds. Such refinancing shall be accomplished as provided in the Indenture. Section 3. Negotiated Sale of Refunding Bonds. In accordance with Section 53583 of the Bond Law, the City Council hereby authorizes and directs the negotiated sale of the Refunding Bonds to Piper Jaffray & Co., as underwriter (the "Underwriter ") under the Bond Purchase Contract, in substantially the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the City Manager, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. The amount of Underwriter's discount for the Refunding Bonds shall be not more than 0.60% of the par amount thereof, and the true interest cost to be borne by the Refunding Bonds (taking into account any original issue discount on the sale thereof) shall not exceed 7% per annum. Resolution No. 2011-021 N.C.S. Page 2 Section 4. Official Statement; Continuing Disclosure Certificate. The City Council hereby approves the Preliminary Official Statement describing the Refunding Bonds in the form on file with the City Clerk, and authorizes the City Manager to approve revisions to said Preliminary Official Statement. At the request of the Underwriter, the City Manager shall execute a certificate deeming the Preliminary Official Statement, as so revised, to be nearly final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934. Distribution of the Preliminary Official Statement by the Underwriter to prospective purchasers of the Refunding Bonds is hereby approved. The City Manager is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by the City Manager shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed in the name and on behalf of the City by the City Manager. In addition, the Continuing Disclosure Certificate, attached to the Preliminary Official Statement as Appendix E, is hereby approved, and the City Manager is hereby authorized to execute and deliver said Certificate on behalf of the City. Section 5. Engagement of Professional Services. In connection with the issuance and sale of the Refunding Bonds, the City Council hereby authorizes the firm of Jones Hall, A Professional Law Corporation, to act as bond counsel and disclosure counsel to the City. The City Manager is hereby authorized and directed to execute an agreement with such firm, in the forms on file with the City Clerk. Section 6. Official Actions. The Mayor, the City Manager, 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 if such officer is absent or unavailable. Section 7. Effective Date. This Resolution shall take effect from and after the date of 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 prov d as to Council of the City of Petaluma at a Regular meeting on the 7` day of February, rm: 2011 , by the following vote: Cit Attorney AYES: Albertson, Barrett, Mayor Glass, Vice Mayor Healy, Renee NOES: None ABSENT: Harris ABSTAIN: None ATTEST: ftaibu City Clerk �-4, or Resolution No. 2011 -021 N.C.S. Page 3