HomeMy WebLinkAboutCity Council Resolution 91-42110017-24 JHHW:BDQ:kla 04/29/91
CITY QF SARATOGA
RESOLUT!O~ NO. ~1-4~ .....
RESOLUTION OF THE CITY COUNCIL OF THE C!TY OF SARATOGA
AUTHORIZING AND DIRECTING THE PREPARATION AND '=
EXECUT~O~i OF CERTAIN L~ASE FINANC:~G DOCUMENTS:'
AUTHORIZir'iG TI. IE PREP,~RATION AND DISTRIBUTION OF'A:
PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE
OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION
RELATING THERETO, AND AUTHORIZING AND DIREC'fiNG
CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, by the City Council of the City of Saratoga, California (the "City"), as
follows:
WHEREAS, the City, working together with the Cities of Concord, E! F'aso de Robles
and St. Helena and the Town of Mammoth Lakes (collectively, the "Participants"), and the
ABAG Finance Corporation (the "Corporation"), is proposing to proceed with a joint lease
financing; and
WHEREAS, in connection therewith, the City proposes to finapce certain property
described in Exhibit C to the Lease Agreement (as hereinafter defined) (the "Project") and it is
in the public interest and for the public benefit that the City authorize and direct execution of
the Lease Agreement and certain other financing documents in connection therewith; and
WHEREAS, Keliing, Northcross & Nobriga, Inc., financial advisor to the City, has been
directed to prepare a preliminary official statement containing information material to the
offering and sale of the Certificates of Participation described below; and
WHEREAS, the documents .t'~Io.W spec;;!ed ~halF, he filed with the ~ity and the
members of the City Council, With the aid of its staff, shaft reviewsaid docdments;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. The below-enumerated documents be and are hereby approved, and the
Mayor, the City Manager or the Finance Director is he:eby ab-thorized and'directed to execute
said documents, with such changes, insertions and orn~ssions as may be appr0ved by such
official, and the City Clerk is hereby authorized and directed to attest Io such official's
signature:
(a) a site lease, between the City, as h~.ssor, and the Corporation, as lessee;
(b) a lease agreement, relating to the Project, between ,:iie CO'fporation, as lessor, and
the City, as lessee (the "Lease Agreement"), so long es the term of the Le~ase:Agreemef~t ,.does
not exceed twenty-one (:21)years, so long as the ~.~..'~cipal amou~,t-o~Lthe"~:ease Agreement
does not exceed $2,387,000 and so long ~.s the: I:~Se .Pay.ment:~'.~.~yable by the' City ander
the Lease Agreement in any twelve-month perir.,,d"'t~inning on June ...'_' ~d ending on the
following June 1 do not exceed $2.34,000;
(c) a trust agreement, by and among the Corporation, the Participants and Seattle-First
National Bank, as trustee (the "Trust Agreement"), relating to the financing, and the execution
and delivery of the Certificates of Participation evidencing the direct, undivided fractional
interests of the owners thereof in lease payments to be made by the City under the Lease
Agreement and in the lease payments to be made by the other Participants under separate
lease agreements (the "Certificates of Participation"); and
(d) a purchase agreement by and among the underwriter to be selected (the
"Underwriter") and the Participants relating to the purchase by the Underwriter of the
Certificates of Participation, so long as the the principal amount of the Certificates of
Participation attributable to the City will not exceed $2,387,000 and so long as the
Underwriter's discount with respect to the Certificates of Participation does not exceed 2%.
Section 2. The City hereby approves the preparation of a Preliminary Official
Statement describing the financing, together with any changes therein or additions thereto
deemed advisable by the Mayor, the City Manager or the Finance Director. The City
authorizes and directs the City Manager, on behalf of the City, to deem "final" pursuant to Rule
15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official
Statement prior to its distribution by the Underwriter.
Section 3. The Underwriter, on behalf of the City, is authorized and directed to cause
the Preliminary Official Statement to be distributed to such investors and other persons as may
be interested in purchasing the Certificates of Participation therein offered for sale if, in its
judgment, such distribution would enhance the marketing of the Certificates of Participation.
Section 4. The Mayor, the City .Manager or the Finance Director is authorized and
directed to cause the Preliminary Official Statement to be brought into the form of a final official
statement (the "Final Official Statement") and to execute said Final Official Statement, dated as
of the date of the sale of the Certificates of Participation, and a statement that the facts
contained in the Final Official Statement, and any supplement or amendment thereto (which
shall be deemed an original part thereof for the purpose of such statement) were, at the time of
sale of the Certificates of Participation, true and correct in all material respects and that the
Final Officiai Statement did not, on the date of sate of the Certificates of Participation, and does
not, as of the date of delivery of the Certificates of Participation, contain any untrue statement
of a material fact with respect to the City or omit to state material facts with respect to the City
required to be stated where necessary to make any statement made therein not misleading in
the light of the circumstances under which it was made. The Mayor, the City Manager or the
Finance Director shall take such further actions prior to the signing of the Final Official
Statement as are deemed necessary or appropriate to verify the accuracy thereof. The
execution of the final Official Statement, which shall include such changes and additions
thereto deemed advisable by the Mayor, the City Manager or the Finance Director and such
information permitted to be excluded from the Preliminary Official Statement pursuant to the
Rule, shall be conclusive evidence of the approval of the final Official Statement by the City.
Section 5. The Final Official Statement, when prepared, is approved for distribution in
connection with the offering and sate of the Certificates of Participation.
Section 6. The Mayor, the City Manager, the Finance Director, the City Clerk and all
other appropriate officials of the City are heraby authorized and directed to execute such other
agreements, documents and certificates as may be necessary to effect the purposes of this
resolution and the financing herein authorized.
Section 7. This Resolution shall ta~ effect upon its adoption
by this City Council.
The above and foregoing resolution was passed and adopted at a regular meeting
of the Saratoga Ci~ Council held on the 15th day of May, 199~.
AYES: Councilmembers Anderson, Clevenger, Monia and Mayer Stutzman
NOES: Councilmember Kohler
ABSENT: None
ATTEST:
Deputy City C1 erk J