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HomeMy WebLinkAbout104-Council Resolution.pdf 136033.4 035180 RSIND A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SARATOGA APPROVING THE ISSUANCE AND SALE OF NOT TO EXCEED $13,000,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF SARATOGA (SANTA CLARA COUNTY, CALIFORNIA) GENERAL OBLIGATION REFUNDING BONDS, SERIES 2011 (SARATOGA COMMUNITY LIBRARY PROJECT); APPROVING THE FORMS OF AND DISTRIBUTION OF A PAYING AGENT AGREEMENT PURSUANT TO WHICH SUCH BONDS ARE TO BE ISSUED, AN OFFICIAL STATEMENT FOR SUCH BONDS, A NOTICE INVITING PROPOSALS FOR SUCH BONDS, A NOTICE OF INTENTION TO SELL SUCH BONDS AND A CONTINUING DISCLOSURE CERTIFICATE FOR SUCH BONDS; AND AUTHORIZING THE TAKING OF ALL NECESSARY ACTIONS IN CONNECTION THEREWITH. WHEREAS, pursuant to Ordinance No. 195 (the “Ordinance”) of the City of Saratoga (the “City”), adopted November 23, 1999, the City Council of the City (the “City Council”) called a general municipal election held in the City on March 7, 2000, at which a proposition (“Proposition”) was submitted to the qualified voters of the City, summarized as follows: “To improve, renovate and expand the Saratoga Community Library in its current location by providing space for more books; ensuring modern earthquake standards; improving access to fire exits; updating electrical wiring for computers; providing adequate seating; updating inadequate lighting; and providing additional space for children’s reading areas, shall the City issue $15 million in bonds?”; WHEREAS, at least two-thirds of the votes cast on said Proposition were in favor of issuing said bonds; WHEREAS, pursuant to said favorable vote and pursuant to Chapter 4 of Division 4 of Title 4 of the Government Code of the State of California, and other applicable law, the City issued its City of Saratoga (Santa Clara County, California) General Obligation Bonds, Series 2001 (Saratoga Community Library Project) (the “2001 Bonds”) in the aggregate principal amount of $15,000,000, and used the proceeds thereof to finance the specific purposes set forth in the Ordinance and the Proposition; WHEREAS, the City Council has previously been directed to levy an ad valorem tax to secure the 2001 Bonds; WHEREAS, the City Council has determined at this time to issue and sell its City of Saratoga (Santa Clara County, California) General Obligation Refunding Bonds, Series 2011 (Saratoga Community Library Project) (the “Refunding Bonds”) in an aggregate principal Page 2 of 6 136033.4 035180 RSIND amount not to exceed $13,000,000 for the purpose of refunding all of the outstanding 2001 Bonds and thereby realizing financial savings to the property tax payers of the City; WHEREAS, the City Council is authorized to provide for the issuance and sale of the Refunding Bonds under the provisions of Articles 9 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53550 of said Code (the “Act”); WHEREAS, there have been prepared and filed with the City Clerk and made available to the City forms of: 1. a Paying Agent Agreement (such Paying Agent Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being hereinafter referred to as the “Paying Agent Agreement”); 2. an Official Statement in preliminary form to be used in connection with the offering and sale of the Refunding Bonds (the “Official Statement”); 3. a Notice of Intention to Sell Bonds relating to the Refunding Bonds (the “Notice to Sell Bonds”), to be published once, no later than 5 days before the date of sale of said Bonds in a financial publication generally circulated throughout the State of California; 4. a Notice Inviting Proposals relating to the Refunding Bonds (the “Notice Inviting Proposals”); and 5. a Continuing Disclosure Certificate (such Continuing Disclosure Certificate, in the form presented to this meeting, with such changes, omissions and insertions as are made pursuant to this Resolution, being hereinafter referred to as the “Continuing Disclosure Certificate”), which is proposed to be executed by the City; WHEREAS, Hawkins Delafield & Wood LLP is serving as bond counsel and disclosure counsel (“Bond Counsel”), and Public Financial Management, Inc., is serving as financial advisor (“Financial Advisor”), to the City in connection with the financing; WHEREAS, each document referred to herein relating to the Refunding Bonds has been made available to the City Council for review and the City Council desires to authorize and direct the execution of such documents and the consummation of such financing; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SARATOGA, STATE OF CALIFORNIA, AS FOLLOWS: Section 1. The foregoing recitals are true and correct, and the issuance by the City of City of Saratoga (Santa Clara County, California) General Obligation Refunding Bonds, Series 2011 (Saratoga Community Library Project), on the terms and conditions set forth herein and in the Paying Agent Agreement, as finally executed and delivered, is hereby approved. Page 3 of 6 136033.4 035180 RSIND Section 2. The proposed form of Paying Agent Agreement on file with the City Clerk is hereby approved. The Mayor, City Manager/Treasurer, Finance and Administrative Services Director or City Clerk of the City or any designee of any of these or any other officer of the City designated by the City Council (collectively, the “Authorized City Representative”) are hereby authorized and directed to execute and deliver the Paying Agent Agreement in substantially such form with such changes, insertions and omissions as may be approved by the Authorized City Representative executing the same, said execution being conclusive evidence of such approval. The proceeds of the Refunding Bonds (after payment of the costs of issuance thereof) will be applied to provide funds to redeem and retire the 2001 Bonds. The maximum term of the Refunding Bonds shall not exceed August 1, 2031. Optional redemption of the Refunding Bonds shall be provided for at not later than eleven (11) years from the date of issuance at a premium not greater than three percent (3%); provided, however, that the Authorized City Representative is hereby authorized to cause all or any portion of the Refunding Bonds to be issued as noncallable bonds, including any capital appreciation bonds. The Refunding Bonds shall not be issued if the total net interest cost of the Refunding Bonds would be greater than the total net interest cost of the 2001 Bonds. The Refunding Bonds shall be issued in the form attached as Exhibit A to the Paying Agent Agreement and shall be signed by the manual or facsimile signature of the Mayor and City Treasurer and countersigned by the manual or facsimile signature of the City Clerk, and the manual or facsimile seal of the City shall be affixed to the Refunding Bonds. The Refunding Bonds shall be authenticated by a manual signature of a duly authorized officer of the Paying Agent. The dated date of the Paying Agent Agreement and the interest payment dates, denominations, forms, manner of execution, terms of redemption and other terms of the Refunding Bonds shall be as provided in the Paying Agent Agreement as finally executed. Section 3. The preliminary Official Statement in the form presented to the City Council and on file with the City Clerk is hereby approved, and an Authorized City Representative is hereby authorized and directed to execute and deliver a final Official Statement in substantially such form with such additions, corrections and revisions as may be determined to be necessary or desirable by such officer or the City Attorney. The Financial Advisor is hereby authorized and directed to cause to be supplied to prospective bidders for the Refunding Bonds copies of the preliminary Official Statement in such form, and to supply the winning bidder of the Refunding Bonds with copies of a final Official Statement, completed to include, among other things the interest rate or rates and final sale information. The Authorized City Representative is hereby authorized and directed to execute a certificate confirming that the preliminary Official Statement has been “deemed final” by the City for purposes of Securities and Exchange Commission Rule 15c2-12. Section 4. The proposed forms of the Notice to Sell Bonds and the Notice Inviting Proposals on file with the Finance Agency are hereby approved. The Financial Advisor is hereby authorized and directed to cause to be delivered to prospective bidders for the Refunding Bonds copies of said Notice Inviting Proposals, in substantially said form with such additions, corrections and revisions as may be determined to be necessary or desirable by the Authorized City Representative upon the advice of the Financial Advisor or Bond Counsel. The Authorized City Representative is authorized to award the Refunding Bonds in accordance with the Notice Inviting Proposals, provided that the Refunding Bonds shall not be Page 4 of 6 136033.4 035180 RSIND sold for a price of less than 97% of the aggregate principal amount thereof and the true interest cost of such Bonds shall not exceed 5.00%; and provided further that such officer may, in his sole discretion, cancel the public sale of the Refunding Bonds and negotiate for the sale of the Refunding Bonds with an underwriter or underwriters, and enter into an agreement for the sale of the Refunding Bonds, upon such terms and conditions as he shall deem appropriate; provided that the true interest cost of such Bonds shall not exceed 5.00% and the underwriting discount (excluding any original issue discount) shall not exceed 1.00% of the principal amount of the Refunding Bonds. Section 5. The proposed form of Continuing Disclosure Certificate on file with the Finance Agency is hereby approved. The Authorized City Representative is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Certificate in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The officials, officers and employees of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, execution of signature certificates, no-litigation certificates, tax and rebate certificates and certificates concerning the contents of the Official Statement distributed in connection with the sale of the Refunding Bonds. The appropriate officers of the City are hereby authorized and directed to execute and deliver any and all certificates, instructions as to investments, written requests and other certificates necessary or desirable to execute and deliver the Refunding Bonds, pay costs of issuance or to accomplish the transactions contemplated herein. Section 7. All consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution, whether before or after the issuance of the Refunding Bonds, including without limitation any of the foregoing which may be necessary or desirable in connection with administering the documents or any default under or amendment of such documents or additional confirmations, settlements or revisions, or approval of additional trustees, paying agents or other entities facilitating the transaction may be taken or given by the Authorized City Representative, without further authorization by this City Council, and the Authorized City Representative is hereby authorized and directed to give such consent, approval, notice, order or request and to take any such action which such officer may deem necessary or desirable to further the purposes of this resolution and the transactions contemplated hereby. Section 8. All actions heretofore taken by the officials, officers, employees and agents of the City Council or the City with respect to the issuance of the Refunding Bonds are hereby ratified, confirmed and approved. Page 5 of 6 136033.4 035180 RSIND Section 9. This Resolution shall take effect from and after its adoption and approval. PASSED AND ADOPTED by the City Council of Saratoga, State of California, this _____ day of ______, 2011, by the following vote: AYES: NOES: ABSENT: ABSTAIN: _________________________ Mayor ATTEST: By:_______________________________ City Clerk Date: Page 6 of 6 136033.4 035180 RSIND CERTIFICATE OF CITY CLERK CITY OF SARATOGA I, ______, City Clerk of the City of Saratoga, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a meeting of the City Council of the City of Saratoga duly and regularly held in Saratoga, California, on _______, of which meeting all of the members of said City Council had due notice. I further certify that I have carefully compared the foregoing copy with the original minutes of said meeting on file and of record in my office; that said copy is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified, rescinded or revoked in any manner since the date of its adoption, and the same is now in full force and effect. I further certify that an agenda of said meeting was posted at least 72 hours before said meeting at a location in Saratoga, California, freely accessible to the public and a brief general description of the resolution to be adopted at said meeting appeared on said agenda. IN WITNESS WHEREOF, I have executed this certificate and affixed the seal of the City of Saratoga hereto as of this date, ________. By____________________________________ City Clerk City of Saratoga [SEAL]