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HomeMy WebLinkAboutCity Council Resolution 91-42.1110017-29 IHHW:BDQ:rhc 08/17/92 CITY OF SARATOGA RESOLUTION NO. 91-42.1 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SARATOGA AUTHORIZING AND DIRECTING THE PREPARATION AND EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS, AUTHORIZING THE PREPARATION AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALg OF CERTIFICATES OF PARTICIPATION RELATING THERETO, AND AUTHORIZING AND DIRECTING 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 ABAG Finance Corporation (the "Co ration") and certain other cities, has heretofore caused Certificates of Participation (ABAG ~Series A) to be executed and delivered in the aggregate principal amount of $13,975,000, $2,255,000 of which was allocable to the City (the "Prior Certificates"); WHEREAS, the proceeds of the Prior Certificates were used to finance construction of various capital improvements (the "ProjectS; WHEREAS, the City, workin tol~ether with the Corporation and the Cities of Santa Cruz and South Gate (collectively, the "~arucipants'), proposes. to refinance the Project, as more particularly described in the hereinafier defined Lease Agreement, 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 d~ts in connection therewith; WHEREAS, Kelling, Northcross & Nobriga, Inc., financial advisor to the City, has been directed to prepare a reliminary official statement containing information material to the offering and sale of the 1992 ~'~cates descri~ below; and WHEREAS, the documents below specified shall be filed with the City and the members of the City Council, with the aid of its staff, shall review said documents; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: $ection 1. Certificates of Participation (ABAG XXVI, Series A) (the "1992 Certificates") are hereby authorized to be executed and delivered pursuant to the provisions of the Trust Agreement, as hereinafter defined; provided, however, the payments of principal and interest with respect to the 1992 Certificates attributable to the City shall create a present value savings in comparison to the payments of principal and interest with respea to the Prior Certificates of at least 2.5%. Section 2. The below-enumerated documents be and ate hereby approved, and the Mayor, the City Manager or the Finance Director is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approvcd by such official, and the City Oerk is hereby authorized and directed to attest to such official' s signature: (a) a termination agreement, by and among the Corporation, the City and Seattle-First National Bank, as trustee for the Prior Certificates, relating to the termination of the lease agreement relating w the Prior Certificates; (b) a site and facility lease, relating to the Project, by and between the City, as lessor, and the Corporation, as lessee; (c) a lease agreement, relating to the Project, by and between the Corporation, as lessor, and the City, as lessee (the "Luse Agreement"); (d) a trust agreement., by and among the Corporation, the City and Seattle-First National Bank, as trustee (the "Trust Agreement"), relating to the financing, and the execution and delivery of the 1992 Certificates; (e) an escrow trust and deposit agreement, by and between the City and Seattle-First National Bank, as trustee for the Prior Certificates and as escrow bank, pursuant to which the Prior Certificates will be clefeased; and (f) a purchase agreement, by and between the underwriter to be selected (the "Underwriter") and the Participants relating to the purchase by the Underwriter of the 1992 Certificates, so long as the Underwriter's discount does not exceed 1.5%, exclusive of any original issue discount which does not represent compensation to the Underwriter. Section .~. The City hereby approves the preparation of a Preliminary Official Statement describing the financing, wgether with any changes therein or additions thereto deemed advisable by the Mayor, the City Manger or the Finance Director. The City authorizes and directs the Finance Director, 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 4. 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 1992 Certificates therein offered for sale if, in its judgment, such distribution would enhance the markcling of the 1992 Certificates. Section .~. The Mayor, the City Manager or the Finance Director is authorized and directed to cause the P~eliminary 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 1992 Certificates, 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 1992 Certificates, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the 1992 Certificates, and does not, as of the date of delivery of the 1992 Cerlificates, 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 6. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the 1992 Certificates. Section 7. The Mayor, the City Manager, the Finance Director, the City Clerk and all other appropriate officials of the City are hereby 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 authorize. Secn'on 8. This Resolution shall take effect upon its adoption by this City Council. I, the undersigned City Clerk of the City of Saratoga, hereb certify that the foregoing is a full, true and correct copy of a resolution duly ado ted by the City ~uncil of the City at a meeting thereof on the 8th day of September, 1992, by the ~o~llowing vote of the members thereof: AYES, and in favor thereof: Council Members Burger, Kohler, Monia, Tucker and Mayor Anderson NOES: Council Members - None ABSENT: Council Members None May~r' " "' ATTEST: