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HomeMy WebLinkAboutCalifornia Infrastructure and Economic Development Bank 2017-08-21 (4)$4,000,000 CITY OF UKIAH FINANCING LEASE WITH CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK CLOSING MEMORANDUM Time and Place The closing will take place at the offices of Stradling Yocca Carlson & Rauth, 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660, on Wednesday, August 23, 2017. Parties Issuer Daniel Buffalo, Finance Director Issuer's Counsel David Rapport, Esq. City Attorney Bond Counsel Cyrus L. Torabi, Esq. Carol L. Lew, Esq. Stradling Yocca Carlson & Rauth Lender Lender's Counsel Title Insurer Jim Rennie California Infrastructure and Economic Development Bank Fritz Pahland, Esq. California Infrastructure and Economic Development Bank John Baron Redwood Empire Title Company $4,000,000 CITY OF UKIAH FINANCING LEASE WITH CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK CLOSING INDEX BASIC DOCUMENTS 1. Site Lease 2. Financing Lease DOCUMENTS TO BE DELIVERED BY THE CITY 3. Certified copy of Resolution No. 2017-38 entitled "A Resolution of the City Council of the City of Ukiah Authorizing the Execution and Delivery of a Site Lease and a Financing Lease with California Infrastructure and Economic Development Bank in an Aggregate Principal Amount of Not to Exceed $4,000,000 and Authorizing the Execution of Necessary Documents and Certificates and Related Actions," adopted August 2, 2017; Minute Excerpt 4. Certified copy of Resolution No. 2017-19 entitled "A Resolution of the City Council of the City of Ukiah Authorizing the Incurring of an Obligation, Payable to the California Infrastructure and Economic Development Bank, for the Financing of a Capital Improvement Project, Declaration of Official Intent to Reimburse Certain Expenditures From the Proceeds of an Obligation, and Approving Certain Other Matters in Connection Therewith," adopted April 5, 2017; Minute Excerpt 5. Certified copy of Resolution No. 2017-09 entitled "A Resolution of the City Council of the City of Ukiah Authorizing the Submission of the Application to the California Infrastructure and Economic Development Bank for Financing of Redwood Business Park Infrastructure Improvements, Declaration of Official Intent to Reimburse Certain Expenditures From proceeds of Obligation, and Approving Certain Other Matters in Connection Therewith," adopted January 18, 2017; Minute Excerpt 6. CDIAC Report of Proposed Debt Issuance, Acknowledgment from CDIAC and Report of Final Sale 7. Certificate of City Clerk Bringing Forward Resolutions 8. City Incumbency and Signature Certificate 9. Closing Certificate of the City 10. Tax Certificate, [together with Certificate of the Lender]; IRS Form 8038-G; Post -Issuance Compliance Certificate OPINIONS 1 I. Bond Counsel Opinion 12. Opinion of City Attorney MISCELLANEOUS 13. Letter of Instructions to Title Company 14. Policy of Title Insurance 15. Section 8855 Certificate and Debt Policy 16. Distribution List 2 $4,000,000 CITY OF UKIAH FINANCING LEASE WITH CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK CERTIFICATE OF CITY CLERK BRINGING FORWARD AUTHORITY FORMATION RESOLUTIONS I hereby certify that the resolutions identified on Exhibit A attached hereto and previously adopted by the City Council of the City of Ukiah have not been amended, supplemented or superseded since their respective dates of adoption. Dated: August 23, 2017 DOC SOC/ 1825953/200655-0002 CITY OF UKIAH By: EXHIBIT A Resolution No. 2017-38 entitled "A Resolution of the City Council of the City of Ukiah Authorizing the Execution and Delivery of a Site Lease and a Financing Lease with California Infrastructure and Economic Development Bank in an Aggregate Principal Amount of Not to Exceed $4,000,000 and Authorizing the Execution of Necessary Documents and Certificates and Related Actions," adopted August 2, 2017; Certified copy of Resolution No. 2017-19 entitled "A Resolution of the City Council of the City of Ukiah Authorizing the Incurring of an Obligation, Payable to the California Infrastructure and Economic Development Bank, for the Financing of a Capital Improvement Project, Declaration of Official Intent to Reimburse Certain Expenditures From the Proceeds of an Obligation, and Approving Certain Other Matters in Connection Therewith," adopted April 5, 2017; Certified copy of Resolution No. 2017-09 entitled "A Resolution of the City Council of the City of Ukiah Authorizing the Submission of the Application to the California Infrastructure and Economic Development Bank for Financing of Redwood Business Park Infrastructure Improvements, Declaration of Official Intent to Reimburse Certain Expenditures From proceeds of Obligation, and Approving Certain Other Matters in Connection Therewith," adopted January 18, 2017; Minute Excerpt A-1 DOC SOC/ 1825953/200655-0002 $4,000,000 CITY OF UKIAH FINANCING LEASE WITH CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK CITY INCUMBENCY AND SIGNATURE CERTIFICATE The undersigned hereby states and certifies that: 1. She is the duly appointed, qualified and acting City Clerk of the City of Ukiah, a municipal corporation and general law city duly organized and existing under the laws of the State of California (the "City"), and, as such, is familiar with the facts herein certified and is authorized to certify the same. 2. The following are the duly appointed or elected, qualified and acting members of the City Council of the City and certain officers of the City: Name Office Jim 0. Brown Mayor Kevin Doble Councilmember Maureen Mulheren Councilmember Douglas Crane Councilmember Steve Scalmanini Councilmember Allen Carter City Treasurer Sage Sangiacomo City Manager Daniel Buffalo Finance Director Kristine Lawler City Clerk 3. The signatures set forth below are the true and correct specimens of the genuine signatures of the undersigned: Name Title Jim 0. Brown Mayor Sage Sangiacomo City Manager Daniel Buffalo Finance Director Kristine Lawler City Clerk DOCSOC/ 1825953/200655-0002 Signature hr Ob 4. Resolution No. 2017-38 adopted on August 2, 2017 by the City Council of the City (the "Resolution") and heretofore delivered to bond counsel for inclusion in the transcript of proceedings is a true, complete and correct copy thereof. The Resolution was duly adopted by the City Council, has not been modified, amended or repealed and is in full force and effect in accordance with its terms on and as of the date hereof in the form previously delivered to bond counsel. Dated: August 23, 2017 CITY OF UKIAH By: The undersigned City Manager of the City of Ukiah hereby certifies that the above signature of the City Clerk of the City is a true and correct signature. sS City manager the City of Ukiah 2 DOC SOC/ 1825953/200655-0002 $4,000,000 CITY OF UKIAH FINANCING LEASE WITH CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK CLOSING CERTIFICATE OF THE CITY The undersigned hereby states and certifies that: 1. He is the duly qualified and acting City Manager of the City of Ukiah (the "City"), and, as such, is familiar with the facts herein certified and is authorized to certify the same. 2. The City is a municipal corporation and general law city duly organized and existing under the laws of the State of California with full right, power and authority to execute, deliver and perform its obligations under: (i) the Site Lease dated as of August 1, 2017 (the "Site Lease"), by and between the City and California Infrastructure and Economic Development Bank ("IBank)"); and (ii) the Financing Lease by and between the City and IBank dated August 1, 2017 (the "Financing Lease," and together with the Site Lease, the "City Documents"). 3. By official action duly taken at a regular meeting of the City Council of the City, the City Council adopted Resolution No. 2017-38 on August 2, 2017 (the "Resolution") and the Resolution is in full force and effect and has not been amended, modified, supplemented or rescinded. 4. The representations, warranties and covenants of the City contained in the City Documents are true and correct in all material respects on and as of the date hereof as if made on the date hereof. 5. The City has complied with all agreements, covenants and conditions to be complied with by the City at or prior to the date hereof under the City Documents, and the City is not in default in the payment of principal or interest with respect to any of its financial obligations, which default would adversely impact the ability of the City to make the Rental Payments. 6. No litigation is pending or threatened: (i) to restrain or enjoin the execution, delivery or performance or the payment of Rental Payments under the Lease Agreement; (ii) in any way contesting or affecting the validity of the City Documents, except as disclosed in the Official Statement; or (iii) in any way contesting the existence or powers of the City. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DOCSOC/ 1825953/200655-0002 Capitalized terms used herein and not defined shall have the meanings given to such terms in the Financing Lease. Dated: August 23, 2017 CITY OF UKIAH By: S. ,..5. CityAnager 7"-1------- DOCSOC/ 1825953/200655-0002