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HomeMy WebLinkAbout92-55RESOLUTION NO. 92-55 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH AUTHORIZING MD DIRECTING THE PREPAI~TION AND EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS, AUTHORIZING THE PREPAI~TION AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RELATING THERETO, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO. WHEREAS, the City, working together with the City of Healdsburg and the City of Sebastopol (collectively, the "Participants,,), and the Redwood Empire Financing Authority (the "Authority,,), is proposing to proceed with a joint lease refinancing; and WHEREAS, in connection therewith, the City proposes to refinance certain property described in the Lease Agreement (as hereinafter defined), as well as the construction of an equipment maintenance building, the remodeling of a golf course club house and the acquisition of certain items of equipment (together, 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, Seidler-Fitzgerald Public Finance (the "Underwriter,,) has been directed to prepare a preliminary offi- cial statement containing information material to the offering and sale of the Certificates of Participation described below; and WHEREAS, the documents described in this resolution are either on file in the office of the City Clerk or have been presented to each member of the City Council; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ukiah as follows: (1) The below-enumerated documents be and are hereby approved, and the City Manager is hereby authorized and directed to execute said documents, with such changes, in- sertions and omissions as the City Manager may approve upon S:\U\RESOS\LEASEFIN consultation with the City Attorney and the Finance Direc- tor, and the City Clerk is hereby authorized and directed to attest to such official's signature: (a) a lease agreement, relating to the Project, between the Authority, as lessor, and the City, as lessee (the "Lease Agreement"), so long as the term of the Lease Agreement does not extend beyond November 1, 2005, so long as the principal amount of the Lease Agreement does not exceed $4,200,000 and so long as the lease payments payable by the City under the Lease Agreement in any twelve-month period beginning on November 2 and ending on the following November 1 do not exceed $550,000; (b) a trust agreement, by and among the Authority, the Participants and First Interstate Bank, Ltd., as trustee (the "Trust Agreement"), relating to the financ- ing, 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 pay- ments to be made by the other Participants under separate lease agreements (the "Certificates of Participation"); (c) a purchase agreement by and among the Under- writer and the Participants relating to the purchase by the Underwriter of the Certificates of Participation, so long as the principal amount of the Certificates of Participation attributable to the City will not exceed $4,200,000 and so long as the Underwriter's discount with respect to the Cer- tificates of Participation does not exceed 4%; and (d) an escrow deposit and trust agreement, by and among the Authority, the Participants and First Interstate Bank, Ltd., as Escrow Holder. (2) The City Council hereby approves the preparation of a Preliminary Official Statement describing the financ- ing, together with any changes therein or additions thereto deemed advisable by the City Manager in consultation with the City Attorney and 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 Under- writer. (3) The Underwriter is authorized and directed to cause the Preliminary Official Statement to be distributed to such investors and other persons as may be interested in S:\U\RESOS\LEASEFIN purchasing the Certificates of Participation therein offered for sale if, in their judgment, such distribution would enhance the marketing of the Certificates of Participation. (4) The City Manager 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 Par- ticipation, 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 Official Statement did not, on the date of sale of the Certificates of Participa- tion, and does not, as of the date of delivery of the Cer- tificates 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 City Manager shall take such further ac- tions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the ac- curacy thereof. The execution of the Final Official State- ment by the City Manager shall be conclusive evidence of the approval of the Final Official Statement by the City. (5) The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Certificates of Participation. (6) The City Manager, the City Attorney, 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 authorized. S:\U\RESOS\LEASEFIN PASSED and ADOPTED on May 20 roll call: , 1992 by the following AYES: Councilmembers Wattenburger, Shoemaker, Schneiter and Mayor NOES: None ABSENT: Councilmember McMichael Henderson i~ror Colleen B. It~nd~rson S:\U\RESOS\LEASEFIN