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HomeMy WebLinkAbout1997-07-08 - RESOLUTIONS - CIP REFUNDING CERTIFICATES (2)RESOLUTION NO. 97-93 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, APPROVING THE EXECUTION, SALE AND DELIVERY OF REFUNDING CERTIFICATES OF PARTICIPATION IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $20,900,000 TO PROVIDE FUNDS TO REFINANCE THE COSTS OF CERTAIN CAPITAL IMPROVEMENTS; AUTHORIZING AND APPROVING CERTAIN DOCUMENTS IN CONNECTION WITH THE EXECUTION, SALE AND DELIVERY OF SAID REFUNDING CERTIFICATES OF PARTICIPATION; AND APPOINTING CONSULTANTS AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Santa Clarita, California (the "City") is a municipal corporation and general law city, organized and existing under the laws of the State of California; and WHEREAS, the City and the Redevelopment Agency of the City of Santa Clarita (the "Agency") have entered into a Joint Exercise of Powers Agreement, dated July 9, 1991 (the "Agreement"), creating the Santa Clarita Public Financing Authority (the "Authority") for the purpose of aiding in their financing objectives; and WHEREAS, pursuant to Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code (the "Act") and the Agreement, the Authority is authorized to assist the City in financing public capital improvements, working capital, liability and other insurance needs or projects whenever there are significant public benefits, as determined by the Agency or the City; and WHEREAS, pursuant to Resolution No. 91-145 of the City, adopted on September 10, 1991, the City sold and delivered its Certificates of Participation (Capital Improvement Projects) Evidencing a Proportionate Interest of the Owners Thereof in Lease Payments to be Made by the City of Santa Clarita to the Redevelopment Agency of the City of Santa Clarita (the "1991 Certificates") in the original principal amount of $22,940,000, of which $18,800,000 remains outstanding, for the purpose of financing certain public capital improvement projects referenced in Resolution No. 91-145 of the City (the "Projects"); and WHEREAS, pursuant to Resolution No. JPA 91-5 of the Authority, adopted on September 10, 1991, the Certificates were purchased on November 12, 1991, by the Authority using proceeds from the sale of its Local Agency Revenue Bonds, Series 1991 (the "1991 Bonds"), which 1991 Bonds were issued in the original principal amount of $22,940,000, and of which $18,800,000 remains outstanding; and WHEREAS, the City has determined to refinance the Projects by taking advantage of costs savings available to the City through the advance refunding of the 1991 Certificates and the 1991 Bonds; and ._ WHEREAS, the City Council does find and determine that it is both a public purpose and within the City's authority, and in the best interests of the City, to authorize the sale and delivery of the hereinafter described Certificates for the purpose of providing funds to refinance the 1991 Certificates and the 1991 Bonds; and WHEREAS, the City Council further finds and determines that it is necessary and desirable in connection with the execution, sale and delivery of the Certificates that the City execute certain documents, and that the City take certain other actions and approve the execution of certain other documents as herein provided; and WHEREAS, the City Council further finds and determines that it is necessary and desirable in connection with the execution, sale and delivery of the Certificates to appoint financial advisor and special counsel; and WHEREAS, the City has caused a Preliminary Official Statement relating to the Certificates to be prepared for distribution to prospective purchasers of the Certificates; and WHEREAS, the City wishes to sell the Certificates on either a competitive or invited proposal basis and in that connection a form of notice inviting bids (the "Bid Notice") and a form of Certificate Purchase Contract (the "Purchase Contract') have been presented to the City Council; and WHEREAS, the City desires to accept the best bid received for the Certificates and to reject all other bids; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, AS FOLLOWS: Section 1. Recitals. The foregoing recitals are true and correct and this City Council so finds and determines. Section 2. Approval of the Execution. Sale and Delivery of the Certificates and the Refunding of the 1991 Certificates and the 1991 Bonds. The City hereby approves the execution, sale and delivery of the Refunding Certificates of Participation (Capital Improvement Projects) Evidencing Direct, Fractional, Undivided Interests of the Owners Thereof in Lease Payments to be Made by the City of Santa Clarita, California, as the Rental for Certain Property Pursuant to an Amended and Restated Lease Agreement with the Santa Clarita Public Financing Authority (the "Certificates") in the principal amount of not to exceed $20,900,000, and hereby approves the refunding of the 1991 Certificates and the 1991 Bonds. Section 3. Approval and Authorization of Execution of Documents. The proposed forms of the below -enumerated agreements (collectively, the "Documents"), which were presented to the City Council and are on file with the City Clerk, are hereby approved: (a) the Trust Agreement, by and among the Authority, the City and U.S. Trust Company of California, National Association, as trustee (the "Trustee"), pursuant to which the Certificates shall be executed, sold and delivered upon the terms and conditions as set forth in said form of Trust Agreement; (b) the Assignment Agreement, by and between the Authority and the Trustee, pursuant to which the Authority shall pledge and assign the lease payments, revenues, proceeds and receipts received pursuant to the Amended and Restated Lease Agreement to the Trustee for the benefit of and security of the owners of the Certificates upon the terms and conditions as set forth in said form of Assignment Agreement; 2 (c) the Amended and Restated Base Lease, by and between the City, as lessor, and the Authority, as lessee, of the Facilities (as such term is defined therein); (d) the Amended and Restated Lease Agreement, by and between the Authority, as lessor, and the City, as lessee, of the Facilities; (e) the Memorandum of the Amended and Restated Lease Agreement and Base Lease, by and between the Authority and the City; (f) the Escrow Agreement, by and among the City, the Authority and First Trust of California, National Association, as escrow bank, for the purpose of redeeming the 1991 Bonds on October 1, 2001; and (g) the Continuing Disclosure Agreement, by and between the City and a dissemination agent for the purpose of providing continuing disclosure relating to the Certificates pursuant to Rule 15c2 -12(b)(5) of the Securities and Exchange Commission. The Mayor, Vice -Mayor, City Manager and City Clerk (or written designee of any of them) is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver each of the Documents and to make or approve such changes therein or additions thereto as shall be necessary or appropriate to complete them, including, without limitation, with respect to designation of the Trustee and dissemination agent, interest rates, maturities, amortization and the purchase price of the Certificates; provided however, that the true interest cost payable with respect to the Certificates shall not exceed six percent (6.00%) per annum, the purchase price paid by the Purchaser for the purchase of the Certificates shall be not less than ninety-eight percent (98%) of net the par amount thereof, excluding any original issue discount on the Certificates and the net present value savings of the refinancing is at least $800,000. The approval of any additions or changes in such forms shall be conclusively evidenced by such execution and delivery of the Documents. Section 4. Approval of the Preliminary Official Statement Final Official Statement. The Preliminary Official Statement substantially in the form presented to the City Council and on file with the City Clerk, together with such amendments and supplements as shall be necessary or convenient to accurately describe the Certificates in accordance with the Documents, this Resolution and the other related proceedings and documents, is hereby approved and the distribution to such broker-dealers, banking institutions and other persons as may be interested in purchasing the Certificates is hereby ratified. The City hereby authorizes the City Manager to execute a certificate on behalf of the City deeming the Preliminary Official Statement, including such amendments and supplements, "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934. The Mayor, Vice -Mayor or City Manager (or the written designee of any of them) are hereby authorized and directed to approve any changes in or additions to the final form of such Official Statement as any such official (or any such designee) shall deem advisable to cause the final Official Statement to describe accurately the Bonds and matters contained in the Documents, this Resolution and the other related proceedings and actions, and to execute (or cause to be so executed by any such designee) said final Official Statement for and in the name and on behalf of the City. The approval of any additions or changes in such form shall be conclusively evidenced by such execution and delivery of the final Official Statement. Section 5. Appointment of Consultants. The City hereby appoints Kelling, Northcross & Nobriga, Inc., as financial advisor (the "Financial Advisor") and Musick, Peeler & Garrett, LLP, as special counsel (the "Special Counsel") with respect to the execution, sale, and delivery of the Certificates, and hereby approves their engagement contracts in substantially the forms presented to the City Council and on file with the City Clerk, with such changes therein as shall be approved by the officer of the City executing such documents, such officer's signature thereon being conclusive evidence of such officer's approval thereof. The City Manager or Director of Administrative Services is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver each of such service contracts. Section 6. Sale of the Certificates. The offering for sale of the Certificates is hereby authorized. The City hereby authorizes and directs the City Manager, after consultation with the Director of Administrative Services, Financial Advisor and Special Counsel, to determine whether the Certificates should be sold on a competitive or an invited proposal basis based on which alternative sale method is in the best interests of the City given prevailing market conditions. The Bid Notice is hereby approved in substantially the form presented to the City Council and on file with the City Clerk, with such changes therein as shall be approved by the officer executing such Bid Notice in consultation with the Financial Advisor and Special Counsel. The Purchase Contract is hereby approved in substantially the form presented to the City Council and on file with the City Clerk, with such changes therein as shall be approved by the officer executing such Purchase Contract in consultation with the Financial Advisor and Special Counsel. The City Manager or Director of Administrative Services and City Clerk are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver either the Bid Notice and related documents or the Purchase Contract. If the competitive sale method is determined to be in the best interests of the City, then the Bid Notice shall be published once (a) in a newspaper published and of general circulation in the City at least ten (10) days prior to the date fixed for the receipt of bids; and (b) in a financial publication circulated throughout the State, namely the Bond Buyer, at least fifteen (15) days prior to the date fixed for receipt of bids. If the invited proposal method is determined to be in the best interest of the City, then the Purchase Contract and the Preliminary Official Statement shall be distributed to broker- dealers, banking institutions and other persons as may be interested in purchasing the Certificates and a date shall be set for receipt of bids. The City Manager, Director of Administrative Services and City Clerk, or their designees, are hereby authorized to undertake all appropriate steps to implement the sale of the Certificates. Upon examination of the bids or pricing proposals and after consultation and upon the recommendation of the Financial Advisor and Special Counsel, the City Manager or Director of Administrative Services, shall find and determine which bid complying with the terms of this Resolution and the Bid Notice is the best bid or which pricing proposal results in the best purchase price for the City. Such bid shall be accepted and the Certificates shall be awarded to such bidder in accordance with the bid form submitted by such bidder, or such pricing proposal shall be accepted and the Certificates and Purchase Contract shall be awarded to such proposer in accordance with the pricing proposal; provided, however, that the true interest cost payable with respect to the Certificates shall not exceed six percent (6.00%) per annum, the purchase price paid by the Purchaser for the purchase of the Certificates shall be not less than ninety-eight percent (98%) of net the par amount thereof, 4 excluding any original issue discount on the Certificates and the net present value savings of the refinancing is at least $800,000. Any irregularities with respect to such bid may be waived after consultation with Special Counsel. Section 7. Official Actions. All actions heretofore taken by the officers and agents of the City with respect to the delivery of the Certificates, the execution of the Documents and the refunding of the 1991 Certificates and the 1991 Bonds are hereby approved, confirmed and ratified. The Mayor, Vice -Mayor, City Manager, Director of Administrative Services, City Clerk, Special Counsel and any and all other officers or consultants of the City are hereby 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 the execution, sale and delivery of the Certificates pursuant to the Documents approved herein. Section 8. Effective Date. This Resolution shall take effect and be in full force from and after its adoption by the City Council. rrrrrrrr rrrr Adopted by the City Council of the City of Santa Clarita, California, this 8TH day of J+)'y , 1997. (SEAL) ATTEST: City Clerk 5 CITY OF SANTA CLARITA, CALIFORNIA I, HEREBY CERTIFY that the above and foregoing resolution was duly passed and adopted by the City Council of the City of Santa Clarita, California, at a regular meeting held on the gth day of ,1,,,,, 1997, by the following vote: AYES: NOES: ABSENT: Councilmembers: Darcy, Heidt, K'aji.c, Boyer, Smyth Councilmembers: None Councilmembers: None City Clerk