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HomeMy WebLinkAboutCC Reso 2020-54 - Issuance and Sale of Lease Revenue Bonds RESOLUTION NO. 2020-54 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH APPROVING A FORM OF PRELIMINARY OFFICIAL STATEMENT, CONTINUING DISCLOSURE CERTIFICATE AND BOND PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE AND SALE OF LEASE REVENUE BONDS, SERIES 2020A (COMMUNITY FACILITIES IMPROVEMENT PROJECT) AND TAXABLE LEASE REVENUE REFUNDING BONDS, SERIES 2020B (CALPERS PREPAYMENT PROJECT); AND AUTHORIZING AND APPROVING OTHER MATTERS RELATED THERETO WHEREAS, the City Council (the "City Council") of the City of Ukiah (the "City"), on August 19, 2020, adopted Resolution No. 2020-46 (the "Resolution 2020-46"), which among other things, set forth the City Council's desire to enter into certain contractual relations for the purpose of providing financing for the City's proposed (i) new City administration building and related facilities, all as more particularly described in Resolution 2020-46 (the "Community Facilities Improvement Project"), and (ii) prepayment of a portion of the City's UAL, all as more particularly described in Resolution 2020-46 (the "CaIPERS Prepayment Project," and together with the Community Facilities Improvement Project, the "Project"); and WHEREAS, in furtherance of the Project and to provide financing therefor, as authorized pursuant in Resolution 2020-46, the City Council approved the issuance by the Ukiah Public Financing Authority (the "Authority") of the Authority's Lease Revenue Bonds, Series 2020A (Community Facilities Improvement Project), in the aggregate principal amount of not to exceed $2,850,000 (the "2020A Bonds") and the Authority's Taxable Lease Revenue Bonds, Series 2020B (CaIPERS Prepayment Project), in the aggregate principal amount not to exceed that required for the purpose of refinancing part or all of the City's UAL (the "2020B Bonds," and together with the 2020A Bonds, the "Bonds"), and approved forms of certain documents related to the issuance of the Bonds; and WHEREAS, the City now desires to approve the form of a Preliminary Official Statement and an Official Statement (each as hereinafter defined) in connection with the marketing and sale of the Bonds; and WHEREAS, the City desires to provide for the negotiated sale of the Bonds to Piper Sandler & Co., as underwriter for the Bonds ("Underwriter") pursuant to a Bond Purchase Agreement, by and among the City, Authority and Underwriter (the "Bond Purchase Agreement"); and WHEREAS, the City desires to enter into a Continuing Disclosure Certificate (as hereinafter defined) in order to assist the Underwriter with its obligations under Securities and Exchange Commission Rule 15c2-12 (the "Rule"); and WHEREAS, in order to effect the issuance of the Bonds, the City Council desires to approve the form of Preliminary Official Statement for the Bonds and to approve the forms of, and authorize the execution and delivery of, Irrevocable Payment Instructions (as hereinafter A-1 defined), Bond Purchase Agreement, and Continuing Disclosure Certificate for the Bonds, the forms of which are on file with the City Clerk; and WHEREAS, the City Council wishes at this time to authorize all proceedings relating to the execution, sale and delivery of the Bonds and the execution and delivery of all agreements and documents relating thereto; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the execution, sale and delivery of the Bonds do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to execute and deliver the Bonds in the manner and upon the terms herein provided; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ukiah, as follows: Section 1. Recitals and Findings. The City Council hereby specifically finds and declares that each of the statements, findings and determinations of the City set forth in the recitals set forth above and in the preambles of the documents approved herein are true and correct and that the financing of the Project will result in significant public benefits for the residents of the City. Section 2. Authorized Representatives. Mayor, Vice Mayor, City Manager, Finance Director and City Clerk, and any other person designated by the Mayor or City Manager to act on behalf of the City shall each be an "Authorized Representative" of the City for the purposes of structuring and providing for the issuance of the Bonds, and are hereby authorized, jointly and severally, for and in the name of and on behalf of the City, to execute and deliver any and all documents and certificates that may be required to be executed in connection with the issuance, sale and delivery of the Bonds (including, but not limited to, the documents referenced in this resolution, and any other documentation required or necessary in connection therewith, which are sometimes hereafter referred as the "Financing Documents"), and to do any and all things and take any and all actions which may be necessary or advisable, in their discretion, to effectuate the actions which the City Council has approved in this Resolution and said Financing Documents. Section 3. Approval of the Preliminary Official Statement and the Official Statement. Staff has caused the Preliminary Official Statement to be distributed to the members of the City Council and to be placed on file with the City Clerk. The City Council hereby approves the Preliminary Official Statement describing the Bonds, in substantially the form on file with the City Clerk, together with any changes deemed necessary or advisable by an Authorized Representative to cause the preliminary Official Statement to describe accurately matters pertaining to the Bonds. The City Council hereby authorizes and directs any Authorized Representative on behalf of the City to deem the Preliminary Official Statement "final" pursuant to the Rule prior to its distribution to prospective purchasers of the Bonds. The City Council hereby approves and Page 1 of 4 authorizes the distribution of the Preliminary Official Statement to prospective purchasers of the Bonds. The Authorized Representatives are authorized and directed to cause the preliminary Official Statement to be brought into the form of a final Official Statement and to execute said final Official Statement, dated as of the date of the sale of the Bonds, and to certify 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 Bonds, true and correct in all material respects and that the final Official Statement did not, on the date of sale of the Bonds, and does not, as of the date of delivery of the Bonds, 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 Authorized Representatives 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 be in substantially the form of the Preliminary Official Statement and which shall include such changes and additions thereto deemed advisable by the Authorized Representatives 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. The final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Bonds. Section 4. Continuing Disclosure Certificate. The Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"), proposed to be executed by the City and appointing NHA Advisors, LLC as the initial Dissemination Agent, in the form appended to the Preliminary Official Statement on file in the office of the City Clerk, is hereby approved. Each Authorized Representative, acting singly, 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 the Authorized Representative executing the same may approve (such approval to be conclusively evidenced by such Authorized Representative's execution and delivery thereof). The City Council hereby authorizes the delivery and performance of the Continuing Disclosure Certificate. Section 5. Approval of Irrevocable Payment Instructions. The Irrevocable Payment Instructions, in substantially the forms on file with the City Clerk and presented to the City Council at this meeting, are hereby approved. Each Authorized Representative, acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Irrevocable Payment Instructions in substantially said form, with such changes therein as the Authorized Representative executing the same may approve (such approval to be conclusively evidenced by such Authorized Representative's execution and delivery thereof). The City Council hereby authorizes the delivery and performance of each of the Irrevocable Payment Instructions. Page 2 of 4 Section 6. Bond Purchase Agreement. The form of the Bond Purchase Agreement presented at this meeting, on file in the office of the City Clerk and incorporated herein by reference, is hereby approved, and any one of the Authorized Representatives, acting singly, is hereby authorized to execute the Bond Purchase Agreement in substantially the form hereby approved, with such additions thereto and changes therein as may be approved by such officer upon consultation with Bond Counsel. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement; provided, however, that the Underwriter's discount for the purchase of the Bonds, not to exceed _% of the principal amount of the Bonds. Section 7. Official Actions. The Trustee, the Authorized Representatives and every other officer, employee or agent of the City are, and each of them acting alone is, authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate any of the transactions contemplated by the Financing Documents and this Resolution. Section 8. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED by the City Council of the City of Ukiah on September 30, 2020 by the following vote: AYES: Councilmembers Mulheren, Brown, Scalmanini, Orozco, and Mayor Crane NOES. None ABSENT: None ABSTAIN: None Douglas F:`Crane, Mayor ATTEST: E Kristine Lawler, City Clerk Page 3 of 4