HomeMy WebLinkAbout94-18 offering and sale of certificates 6
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94-18
RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH
AUTHORIZING AND DIRECTING THE EXECUTION
OF CERTAIN LEASE FINANCING DOCUMENTS, AUTHORIZING
THE PREPARATION 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 Redwood Empire Financing authority (the "Authority") was
established pursuant to a Joint Exercise of Power Agreement dated as of June 1, 1982,
as amended, and is authorized pursuant to the provisions of the Marks-Roos Local Bond
Pooling Act of 1985 constituting Article 4 (commencing with Section 6584) of Chapter 5
of Division 7 of Title 1 of the California Government Code, to assist local agencies in
financing and refinancing public capital improvements and other public projects; and
WHEREAS, the City of Ukiah (the "City") proposes to finance the acquisition of
certain real property to be used as part of its municipal golf course (the "Project"), and
it is in the public interest and for the public benefit that the City enter into a Lease
Agreement for the Project dated as of November 11, 1993 (the "Lease Agreement") with
the Authority; and
WHEREAS, the Authority has agreed to provide financing for the Project together,
with financing for the cities of Cotati, Healdsburg, and Sebastopol, and for the Ukiah
Redevelopment Agency (the "Agency") and the redevelopment agencies of Healdsburg
and Sebastopol (collectively with the City and the Agency, the "Participants"), all pursuant
to a Trust Agreement dated as of November 1, 1993, by and among the Authority, the
Participants, and First Interstate Bank of California as trustee (the "Trust Agreement"),
and the execution and delivery of the Certificates of Participation evidencing the direct,
undivided fractional interests of the owners thereof in the lease payments to be made by
the City under the Lease Agreement and in the payments to be made by the other
Participants under separate agreements (the "Certificates of Participation");
WHEREAS, a portion of the proceeds of the Certificates of Participation may be
used by the Authority to make a Loan (the "Loan") to the Agency pursuant to a Loan
Agreement dated as of November 1, 1993 (the "Loan Agreement") to refinance the
Agency's $6,000,000 Ukiah Redevelopment Project 1992 Tax Allocation Notes; and
WHEREAS, pursuant to the Community Redevelopment Law (constituting Part 1
of Division 24 of the Health and Safety Code of the State of California), the Agency has
authorized the Loan, and the City Council wishes to express its approval of entering into
of the Loan by the Agency pursuant to Section 33640 of the Community Redevelopment
Law;
WHEREAS, Seidler-Fitzgerald Public Finance (the "Underwriter"), 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 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;
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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, insertions and omissions as the City Manager may approve upon
consultation with the City Attorney and the Finance Director, and the City Clerk is
hereby authorized and directed to attest to such official's signature:
(a) the Lease Agreement between the Authority, as lessor, and the
City, as lessee, so long as the term of the Lease Agreement does not
extend beyond 30 years, so long as the principal amount of the Lease
Agreement does not exceed $1,500,000 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 $134,000;
(b) the Trust Agreement, by and among the Authority, the
Participants and First Interstate Bank of California, as trustee (the "Trust
Agreement"), relating to the financing;
(c) a purchase agreement by and among the Underwriter and the
Participants relating to the pumhase 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 $1,500,000 and so long
as the Underwriter's discount with respect to the Certificates of Participation
does not exceed 2.0%.
(2) The City Council hereby approves the preparation of a Preliminary
Official Statement describing the financing, 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 Underwriter.
(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 purchasing the Certificates of Participation therein offered for sale if,
in their judgement, 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 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 Official Statement did not, on the
date of sale 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
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therein not misleading in the light of the circumstances under which it was made.
The City Manger 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 by the City Manger 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 making of the Loan by the Authority to the Agency and the entering
into of the Loan Agreement by the Agency is hereby approved.
(7) 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.
PASSED AND ADOPTED this 20 day of October
roll call vote:
,1993, by the following
AYES: Councilmembers Malone, Wattenburger, Shoemaker, and Mayor Schneiter
NOES: None
ABSENT: Councilmember Mastin
Fred Schnei~
ATT.~T:
Cathy ~lcl~aY,-C'ty ~.,~r
APPROVED AS TO FORM:
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MU:COUNCIL\COP