HomeMy WebLinkAboutPCDC Resolution 88-14 10/03/1988 r•-.
_ PETO0001-4/0320.P/bs
09/'0.1/88 0200
RESOLUTION NO.. ~ ~ ~ 4
RESOLUT...ION OF THE PETALUMA COMMU'N,I:TY -DEVELOPMENT COMMISSION
PROUID`PNG FOR THE SALE OF AN AGGREGATE PR'LNCIPAL
AMQUNT NOT TO EXCEED $15,OOQ,D00 OF TAX ALLOCATION
' OBLIGATIONS FOR: THE PETALUMA COMMUNITY DEVELOPMENT PROJECT
AND ;APPROVING A FINANCIAL CON5ULTANT AND BOND COUNSEL
WHEREAS,, the Petaluma Community Development Commission (here,in
sometimes referred to as the "Commis~s°-o;n") is a redevelopment
agency ('~a pub:le :body, corporate and politic) duly created,
e'stablishedand authorized to transact business and exercise its
powers, alI under and pursuan to the.Co:mmunty Redevelopment Law
(Part 1 of Division 24 (commencing wiah. Section 33000) of the Health
and Safety Code of the State of Ca1f'orni.a) (the "Law") and the
powers of the Commission include the pow:e.r to issue obligations for
any of its corporate purposes; and.
• WHEREAS, a Redevelopment Plan known as the '`Redevelopment Plan .for
thee. Petaluma Cpmmunity Development Project"' (the "Redevelopment
Plan") has been. adopted and approved o•n Ju.ly 18, 1.988 by the . second
reading of Ordinance No. 1725 N.C.S: of the City of Petaluma,
California (;the "City") and
.WHEREAS, the Commi ,sign shall consider and may heretofore adopt
reisoluti.ons authorizing the issuance of an aggregate principal
amount not t;o exceed $1,5,0°;00,000 of tax allocation obligations of
s:ai;d Commis"sign (hereinaf"ter referred to as the ''Resol'utions of
Iss,urance") to finance a portion of the coat of a redevelopment
pro,j'ect of the Commission known as the Petaluma Community
Development Project (t:he "Pro:ject Area") including, but not limited
to, the cost~~s of constructing a new exchange at U.S. Highway
1.01 an'd Rainier Avenue and egtend'ing Rainier Avenue to Petaluma
Boulevard and (ii) the costs: of acquiring and constructing flood
contro and drainage facilities and (i;i.,) the costs of acquisition
of 1_a_nd (collectively herein, the "Pro.j~ect") ; and
WHEREAS:, it is de°s:rab=le at this .time t:h;a't the Commission approve
the iss;uane'e o;f' su'ch o;b ,ga'ton•s for th`e purpose of f inancinq tha-t
port;on,,of 'the Project consisting of the costs of land acquisition
(.the "'Notes''') and authorize the' sraae of. the: Notes by the Commission
by.negota.ted safe a.s permitted purs'.uant to Government Code Section
5.903(b); and
WHEREAS, the Commission deems it advisable to approve a financial
consul-tant and bond ~co,unsel a'nd autho~riz'e certain actions in
_ connection with the issuance of such obligations to be issued by the
Commission; and
Page l of 3
' WHEREAS, the Commission deems it necessary to sell at this time the
aggregate principal amount not to exceed $.15,000,000 of tax
allocation obligations of the Commission as .shall be authorized by
the Resolutions of Issuance.
NOW, TH'EREFOR'E:,, BE IT RESOLVED, ~ BY THE PETALUMA COMMUNITY
DEVELOPMENT COMMISSION AS FOLLOWS:
. Section 1. Sale Authorized. The sale of an aggregate principal
amount not to exceed fifteen million dollars ($15,000,000) of tax
allocation obligations in accordance with the law is hereby
authorized.
Section 2. Approval of Sale of Notes. by Negotiated Sale. The
sale of the Notes by negotiated sale as permitted pursua_rit to
Section 5903(b) of the Government Code of the State of California is
hereby approved and authorized in accordance with said Section
5903(b}.
Section 3. Official Statement Authoriz•e.d. The Commiss-ion hereby
authorizes the Financial Consultant to assist in the preparation a`nd
furnishing of an Official Statement in connection with the Notes.
Section 4. Authorization for Financial Consultant and Bond
Counsel. The Commission hereby approves Gali:forna Public Services
Finance -Corporation as the Financial Consultant to the Commission
and Sabo & Deitsch, a Professional Corporation, as Bond Counsel in
connection with the tax alloca-tioin obligations of the Commission in
accordance with their .standard employment agreements, which
agreemem~s are attached hereto as E..hibits "A" and "B" .
.Page 2 of 3 ~ ~ .
Section 5. Effective Date. This Resolution shall take effect
upon adoption.
. PASSED AND ADOPTED at a regular meeaing of the Petaluma Community
Development Commission held on OCT ' 3 1988 1988, by the
following vote:
Commissioner AYE NO ABSENT
Woolsey x
Sobel x
Tencer x
,.Cavanagh x
Balshaw x
Vice Chair Davis x
Chairman Hilligoss a
9
~Yxx ~ ~~~~~x~~ ~ ~t~~xx~x~ti~~x~x
Michael Davis, Vice Chairman
ATTEST:
.E..Berna,rd„ Recording Secretary
PETOOb0'1-4/0320P
' ~ Page 3 of 3 ~ ~
EYHI:BIT A
CALIFORNIA PUBLIC FIIVAIVCE SERVICES CORPORT.ATiON
.Providing Independent Services for Pu6lcFinance
201. Pucrington Road:
'Petaluma, California 94952
(707) 762.1046
August 15, 1`988
Mr. John L. Scharer
City Manager ,
City of Petaluma
Post 0"ffice,Box 61 ,
Petaluma, California 94953
Dear Mr. Scharer:
California Public Finance Services Corporation ("CalFinance") appreciates
the. opportunity to submt•this proposal to act as; financing advisor andlor
security placement' agent to the Petaluma ,Development' Commission (the
"Commission") for a proposed Tax Allocation security issue and to.the City
of Petaluma Cthe "City").for securi'tes,proposed to be ,issued under the
Improvement Act of 1.915 {special assessment district. proceedings) to provide
funds to finance an automobi e row development ('the "Project") in the City
of Petaluma. Our services would include a evew of the Project and
recommendation of a plan for. the .financing: We ,would assist the Commission
.and City in designing the specifics of the financing, compiling"all
necessary financial documents, selling the securities either through
.negotiation or public bid;, and,. if by ..public bid, providing for the printing
and mailing of such documents to prospective underwr-iters, verifying all
bids received and recommending the best bid for acceptance.
Ca1F'inance.proposes to work with the Commission and City, staff,. bond
counci-l and other-s as necessary to accomplish the following:
1. Evaluate, if approp ate,.the fnane~al aspects of any known.
development plans and provide the Commission and City a written
report•which would include but not neeessar,ily be limited to ;
a. Identify what financing methods (other than t;ax allocation
securities and ,assessment bonds) may be .available for
vasious~portions of the proposed .Project;
b: Provide the Commission and City with an evaluation of each
method including a discussion of the advantages and
disadvantages of each;
Mr John L. Scharer
City Manager ,
City .of Petaluma
August 15, 1.988
Page ,2: .
c. Complete a financial analysis for the proposed Project~,
d. Advise the Commission and City as to any risk factor, or.
factors n,vo`lVed and recommend spec;fi-c action to minimize
or elim'na,te any financial risk to the Commission and/or
' - the. City;
e. Recommend :as to whether or°not a security rating should be
..obtained from one or more of the nationally recognized
rating 'serv,ces;
2. Upon eompletorn of the ini 'ial.report CalFnance will assist the.
:Commission and City in determining the ,par.Val'ue of securities to be
sold;
3. Estimate the amount of investment income to be received during
construction of~the Project so as to permit" sale of the lowest par
value of securities possible to assure complete financing, of the
" Project-; ,
4. Recommend. the amount and structure of any reser-v,e fund or funds to
- assure the Commiss~on_ and C y monies will 6e abailable for payment.
of debt service when due;
. 5. Recommend a speci"f;c security maturity structure taking into
' consider..'ation such factors, as, existing fax increment revenue and the
expected rate 6f .new deve opment within the<Project Area and the
general. ability of the Commission to, meet debt payments while
designing the:.secur:ty issue in such ,a manner as to provide the
lowest. net interest -rate obtainable;
6'. Recommend call features and time(s)' of such calls;
r
7. Recommend defeasance requirements;
8. Recommend timing for the sale of secur-.ties;
9.. Coordinate sale o:f the securities and delivery of the proceeds with -
rece'ipt and award of construction contracts if necessary;
10..T~f appropriate;, provide a comprehensive mailing list for sale of
secu'ri.t.es ;through public bid;
' Mr . John L . Scha~re~r
- City Manager
City of Petaluma
August 15, 1988
Page. 3
11. Assist in compiing'and providing data as may .be necessary in
cornjunction with completing the financing; and,
12. In the even"""t a rat`ng pis to be obtained' Ca1F:inance will assist the
Commis on~n compiling and presenting data to the rating a,geney(s);
CalFinance will. be responsible for compiling da"ta and writing an official
statement or statements:, describing in, full detail the"City, the Commission,
the Project,. the securities 'and. the security for payment of debt service and
provide such other information as may be necessary to obtain the lowest
interest rate possible on 'the issue.
. At the time the underwriting is completed CalFinance will provide the
Commission and City with. accurate calculations of the net interest cost and
detailed 'debt service schedules over the life of'the securities.
Following sale of the securities CalFinance will"assist the Commission and
City, if Tequested, in the selection of investments and provide a final
calculation of investment income to be available for Project purposes. In
addition we will, if requested, assist in selection of investments to be
acquired and held in ahy reserve funds.
GalFinahce .will be'paid~in accordance with the attached tables upon. receipt
of security proceeds by the Commission and. the City..
The Commission or the City will be .responsible for all costs of printing and
mailing legal. and ,financial documents., including securities, the cost of
obtaining a direct and overlapping debt statement from an independent agency
and any costs incurred to obtain economic and. demographic data.
In the event the Commission approves out of stave travel for CalFinance
(,which' may be necessary if it is deemed appropriate to apply for a security
- rating) the Commission will reimburse CalFinance for actual travel .costs.
CalFihance will~pay its own overhead and any other costs not detailed abo"ve.
"This agreement will be effective for a period~of one year. or until all
securities required to finance the Project are sold and all other services
described herein a.re provided, unless the time period is extended by mutual
agreement. Either party may cancel this agreement by providing thirty days
. notice to the othe party provided CalFinance must., in the event securities
are- sold, provide all post sale services (for ..any securities sold prior to
. cancellation) described herein prior to requesting such cancellation.
~~°0~4
Mr. John L. Scharer
City Manager
City of Petaluma
.August _ 15',, '1;'.9:88
Page 4
Tn the event the cope of services-to the Comm. sign and City and fees to be
.paid by "the Commission and City provided fgr herein are acceptable to the
Commission and City such approval may be indicated hereon on by any other "
method acceptable to the Commission ahd the City. .
Very truly. yours,.
California Public Finance
Sergces Corporation,
l
i j
Do~ald M. Van Dyke,
President
Accepted:
Petaluma Development Commission City of Petaluma
By: By: -
Date: Date:
~ ~ ~
I
Table I
Fees for unrated ;tax~aTloeaton notes
Par' Value
At least but not over Fee
100,000 999,999 $ 20,000 (minimum)
1,000,0001,99,9,999 20 ;.000.p1us $1,500 for each
$100,000 over $1,000;..000
2,000,.000 2,.999,9.99 35,000 plus $1,-100 for each
$100,,000 over $2,,000;;OQO
3,000;.:000 3,.999,999 :45,000 plus $ 500 for each
. ~ $100,000 over $3,000,,000
4,OQ0,000 4,:999,999 ~ 47,500 plus $ 250for each'
$100;000 over $4,000,000
5,000,000: 5,249,999 51.,4'50
5,250.,, 0.00 5; 4'99,,999 53", 3:50
5,500.,000 5,749,99.9 55,250
5;:750,,000 5,99.9,999 57,.000
6,OOQ,000 6:,499,.999 58,500
5,500,000 7,000,000 61.,,000
~ ~
Table II
Fees for bohds issued under the Improvement Act of 1915
Par Value
At least but not over Fee
.
100,000 $ `9.9.9,999 $`20,'000 (minimum)
1,,000,0.00 1,999,,999- "20.,.0.00 plus $2,000`for each
$°100,000 over $1,,000,000
2, 000, 000 w 2,;999,.999 40, 000 plus $'1 , 2;50 for: each
$100,000 over $2,'000,000
3,.000,-000 3,999.,999 52,500 plus $ 75.0 for each
$100,000 over $3,000,000
1
`SABO & DEITSCH EXHIBIT B
' .A PROFE98IONAL CORBO RI~TION-
ATTORNEYS ~iT L:~W
• SUITE 400
8320 CANOGr+, AYENLTE
WOODLAND HII.I:B., C2rLIFORNIA 91387
~S 181 .704-0188
TELECOPIER 1818 704-4729
September 6:;, 19'88
• Honorable Gha`irman arid, Members
of the Eetaluma Community
Development Commis~si,on
City Ha11 •
11 English St-reef
:Petaluma, California 9.4953
Honorab7e'Commission Members:
This propo's;al is being submit ed for your consideration in.
connect'•ion wi h the issuance by the Petaluma Community Development
Commission (the "Comm_ission"), of certain -tax: al ocaton obligations
pursuant to: the laws of the State of Cali,fo.rnia in an aggregate principal
amount not to .exceed $1'5,000;;0:00 (the "Ob1"igati'ons"') to finance a portion
of the c.os.t of a iredevelopment project: area of the Commsa-ion known as
the Petaluma Community Development P~r.oject: (the "Rroject Area")
including,. but no;E limfited to, (i) the construction of anew interchange
at U.S.. Highway '101 and Rainier Avenue and extending Rainier Avenue to
Petaluma Boulevard and (ii) the acquisition .and/o construction of
certain flood :control and drainage facili;t es .and (iii) the. costs of
ac'qusi•tion o,f the land (collectvely herein., the "Project"'), .The
Obligations may be issued pursuant to he provi"si:ons of applicable State •
caws and. in particular the CommunityRedevelopment Law (being found as
California Heaath & Saf'ey Code Secaion 3',3000, et, se4.:) . The role of
this. Firm in such financing :would be to represent fhe in'ter.es:ts of the
C,omrrission whale s'erviiig as Bond Counse`1 to the .Comm•ssion and render.ng
the. req:uisi.:te opinion o;r opinions to the pu"rchaser .of the Qblgations to
b'e issued by the 'Commission as to 1•egality for issuance under the laws of
the Sta'•te o'f Calif-ornis and,, a.f applicable., the exemption of interest on
such.obli'°ga;ti'ons from applicable federal and State income taxation.
.Page 2 ,
- As stated above, this 'F-"rm shall serve as,Bond Counsel 'to the
Commission for the issuance of the Obl gatons", and, in connection '
therewith, the ser-vices. of Bond. Counsel, would be to prepare all legal
documents and filings necessa°ry to implement. the issuance of the
Obligations, to attend such neeting or mee"ing"s, of the Commission :and of
the City Council of the City of Pe'tal'uma•, California (the "City
Council"),; as appropriate, at. which action qn the issuance of the
Oblig'at~ions would b'e .taken at your request;, to; supe,rvis'e the proceedings
' step=by-s'tep as taken .to be certain that all necessary procedures are
conducted in the proper manner and at the proper times, to :consult with
members of; the Commission and City S"taff and with counsel.- to the
Commss'i.on, the. C3,ty Attorney and the Finan'c'ial Consultant. in th_e
prepara~t'on of documents and` in the scheduling of :actions in connection
with the issuance of` th'e Obligations", preparation of the necessary
agreements, :arid, reso'lut~i"ons fo;r approval and ado;p ion by the C'ommiss~on,
including; bu no-t limited to, the Resolution of Issuance and."all closing
document's, and to superyis,e the delivery' o;f the: Obligations, c,ond"uctt the
closing thereof and provide the approving, opinion or opinions at the~t me
" relating to legality, if applicable, and exemp ions from taxation,
`It is presently anticipated that ~ the O,b`ligations issued will be
issued in more than ori'e series. For these. services in connection with
each series of Abliga.tons, the total fees fo,r Bond Counsel services•
would be (i) one percent (1%) for the first- two million. dollars
(`$;2,000,000) of the principal amount o:f the Ob iga ions plus
(ii) one.-quarter percent (1/4%) of the principal amount of the
Ob'1-gat ons in excess of"$`2,000,.000 so issued plus out-of.-pocket expenses
to "the extent provided below. It is expressly understood and agreed that
this employment letter with r..egard to said percentage fee f.or Bond
Counsel services and out=of=pocket expenditures of Bond Counsel are
cont;ingen•t upon th'e suc'c`essful. sale and delivery of the. Obligations,.
This Firm shall be compensated .for out-of-pocket expenses. incurred as
Bond Counsel solely upon the delivery of the Obligations from the
proceeds thereof. Out:-of-pocket expenses include such. items as travel,
long-distance telephone calls, mes_s:enger services., telecopying,
photocopying, secretar"ial .overtime and word p"r.ocessing charges and other
simi ar expenses plus. administrative ,charges in connection with such
out-o"f-:pocket expenses related to such. 'issuance o.f the Obligations =if and
when, Obl-gat;'ons :are actually issued' and delivered. Such out-of-,pocket
expenses. shall be -n addition to the Bond :Counsel fee if the Obligations
in one or more series are i-n fact issued.
In connec ion with Special Counsel. services for the
above-menaon'ed issue of 'Obligations as :approv.ed by the Commission, the
compensaf;ion shall be .based on the follow"ing hourly fee"schedule:
Prnc,ipa'l Attorneys $135 per hour
Associate At orneys - $100 per hour
Paralegals and law clerks $ 6:5. per hour
The foregoing hourly .fee schedule will. be. exclusive of
out-of=p'ockea" expenses, including., but not limited to, telephone
messenger se=rvices., photocopying, postage and similar charges.
P a'g e 3 ' "
If the terms as. outlined he-re,n are satisfactoi;y, p`le'ase
ind'icat'e accept^ance hereof by the Commission.. by the execution of the.
acaep~t;ance -i'n the form provided below thereby employing this ;Fir-m as Bond
Counsel to the Commission upon the ter-ms s!t°a'ted herein, and return an
executed .:copy of this letter.
. Respectfully 'yours,
' SABO & DELTSCH
A PROFESSIONAL CORPORATION
~~..~~..-;i
Michael Y. Thy
MYT:nb '
Enclosure
PET00001/0319P
F
ACCEPTANCE
'The law firm of SABO & DEITSCH, A ,PROFESSIONAL COR~PORATI:ON, is
hereby employed as Bond Counsel to the Petaluma Community Development
Commission., in accordance with the terms of the foregoing leater.
DATED.: , .1'988
Chairman o-f ahe.Petaluma Community
Development Cominssion
(SE9L~)
' ATTEST:
- Secretary of the Pet`ahima
Community Development Comm'~ssion
Approved as to Form:
Counsel to the Commission
PET.0000'1/0319P