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HomeMy WebLinkAbout2007-11-13 - RESOLUTIONS - OPEN SPACE PARKLAND PGM (3)RESOLUTION NO. 07-85 ' A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, AUTHORIZING THE SALE, EXECUTION AND DELIVERY OF NOT TO EXCEED $17,200,000 CERTIFICATES OF PARTICIPATION (OPEN SPACE AND PARKLAND ACQUISITION PROGRAM) 2007 SERIES, APPROVING THE PLEDGE OF ASSESSMENT REVENUES THERETO, AND APPROVING SALE DOCUMENTS, A TRUST AGREEMENT, AN ASSIGNMENT AGREEMENT, A BASE LEASE, A LEASE AGREEMENT, A CONTINUING DISCLOSURE AGREEMENT, AND PRELIMINARY OFFICIAL STATEMENT IN CONNECTION THEREWITH AND AUTHORIZING THE TAKING OF CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the City Council (the "Council") of the City of Santa Clarita (the "City") is authorized pursuant to the Government Code of the State of California to provide for the execution and delivery of certificates of participation, each of which will evidence proportionate interests of the owners thereof in certain lease payments to be made by the City; and WHEREAS, the Santa Clarita Public Financing Authority (the "Authority" ) is a Joint Powers Authority (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Exercise of Powers Act (Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code); and WHEREAS, the City proposes to authorize the execution and delivery of its Certificates of Participation (Open Space and Parkland Acquisition Program) 2007 Series (the "Certificates"), evidencing and representing undivided and proportionate interests in lease payments to be made by the City to the Authority under a lease, in order to finance a portion of the costs of the acquisition of open space lands, parks, and parkland within the City's open space, park, and parkland program (the "Project"); and WHEREAS, the City will lease to the Authority its interest in certain real property and the improvements thereon, more commonly known as the Santa Clarita Sports Complex, located at 20850 Centre Pointe Parkway, Santa Clarita (the "Leased Property") pursuant to a Base Lease, and the Authority, concurrently with the execution of the Base Lease, will leaseback the Leased Property to the City pursuant to a Lease Agreement (the "Lease"), in consideration for lease payments equal to the principal and interest components coming due with respect to the Certificates; and WHEREAS, it is proposed that assessment revenues from the City of Santa Clarita Open Space Preservation District (the "Assessment District") be pledged to the debt service of the Certificates; and WHEREAS, it has been proposed that the Certificates be sold on a competitive basis in accordance with the terms and provisions of Official Notice of Sale and Bid Form for the Bonds ' (the "Sale Documents"), the proposed forms of which have been presented to this Council; and WHEREAS, the documents below specified have been filed with the City and the members of the Council, with the aid of its staff, have reviewed said documents. NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA CLARITA AS FOLLOWS: 1. The Certificates of Participation (Open Space and Parkland Acquisition Program) 2007 Series (the "Certificates") in the aggregate principal amount of not to exceed $17,200,000 are hereby authorized to be executed and delivered pursuant to the provisions of the Trust Agreement, as hereinafter defined. 2. The Project consists of an authorized purpose of the Assessment District. The assessments to be derived from the Assessment District (the "Assessment Revenues") may be used for debt service in connection with the financing of the Project. The Assessment Revenues constitute legally available funds to make Lease Payments under the Lease and the City hereby pledges the Assessment Revenues to make such payments as provided in the Lease. 3. The below enumerated documents (collectively, the "Transaction Documents") are hereby approved, and a Responsible Officer (as defined below) is hereby authorized ' and directed to execute the Transaction Documents in substantially the forms hereto presented, with such revisions, amendments and completions as shall be approved by such Responsible Officer with the advice of Special Counsel to the City, such approval to be conclusively evidenced by the execution and delivery by such Responsible Officer. A Responsible Officer shall include any member of the City Council, the City Manager, the Deputy City Manager/Director of Administrative Services or any officer of the City designated by the Mayor or the City Manager as a Responsible Officer and the City Clerk is hereby authorized and directed to attest to such official's signature. (a) a Base Lease, by and between the City, as lessor, and the Authority, as lessee, pursuant to which the City will lease the Leased Property to the Authority; (b) a Lease Agreement, by and between the Authority, as lessor, and the City, as lessee (the "Lease"), pursuant to which the Authority will leaseback the Leased Property to the City; (c) a Trust Agreement, by and among the Authority, the City and the Bank of New York Trust Company, N.A., as trustee (the "Trustee"), relating to the execution and delivery of the Certificates, evidencing the direct, undivided, fractional interests of the owners thereof in lease payments to be made by the City under I the Lease (the "Trust Agreement"); 2 (d) an Assignment Agreement, by and between the Trustee and the Authority (the ' "Assignment Agreement'); and (e) a Continuing Disclosure Agreement, by and between the City and The Bank of New York Trust Company, N.A., as dissemination agent, relating to the Certificates (the "Continuing Disclosure Agreement'). 4. The City hereby approves the Sale Documents in the form thereof on file with the City Clerk, together with such additions, deletions or changes therein as shall be approved by a Responsible Officer, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Responsible Officers is hereby authorized to execute the final form of the Sale Documents, for and in the name and on behalf of the City. Sealed proposals shall be received at the time and place provided for in the Sale Documents. Each Responsible Officer is hereby authorized to accept the best bid, or to reject all bids therefore, in accordance with the terms of the Sale Documents. 5. The City hereby approves the form of Preliminary Official Statement relating to the Certificates. The Responsible Officers, acting for and on behalf of the City, are, and each of them is, hereby authorized and directed to approve such changes, insertions and omissions therein as are necessary to enable such Responsible Officer to certify on behalf of the City that the approved Preliminary Official Statement is deemed final as of its date except for the omission of information as permitted by Section ' 240.15c2-12 (b)(1) of Title 17 of the Code of Federal Regulations. The Responsible Officers, acting for and on behalf of the City, are, and each of them is, further authorized and directed to cause the City to bring the Preliminary Official Statement into the form of a final Official Statement, with such changes therein, however, as such Responsible Officer may approve, such approval to be conclusively evidenced by the execution and delivery of such final Official Statement. 6. The agreements and documents approved in Sections 3, 4 and 5 of this Resolution shall, when executed and delivered pursuant to said sections, contain such additions and changes (including additions and changes necessary to satisfy the requirements of any provider of a municipal bond insurance policy for the Certificates) as shall have been approved by the Responsible Officers. Each of the Responsible Officers is hereby authorized to determine, in connection with the execution and delivery of the agreements and documents approved in Sections 3, 4 and 5 hereof, the following with respect to the Certificates: (a) the aggregate principal amount of the Certificates, which shall not exceed $17,200,000; (b) the final maturity with respect to the Certificates, which shall be not later than October 1, 2037; 3 (c) the true interest rate with respect to the Certificates, which shall not exceed 5.5%; and (d) the underwriter's discount, which shall not exceed 1 %. 7. The form of the Notice of Intention to Sell, on file with the City Clerk, together with such additions thereto and changes therein as may be approved by a Responsible Officer, is hereby approved, and use of the Notice of Intention to Sell in connection with the offering and sale of the Certificates is hereby authorized and approved. The Responsible Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to cause the Notice of Intention to Sell to be published in the Bond Buyer (or such other financial publication generally circulated throughout the State of California or reasonably expected to be disseminated among prospective bidders for the Certificates as a Responsible Officer shall approve as being in the best interests of the City) at least 5 days prior to date set for the opening of bids in the Sale Documents with such additions thereto and changes therein as a Responsible Officer may require or approve, such requirement or approval to be conclusively evidenced by such publishing of the Notice of Intention to Sell. Additionally, the Responsible Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to cause the Notice of Intention to Sell to be published in a financial publication generally circulated throughout the City prior to date set for the opening of bids in the Sale Documents with such additions thereto and changes therein as a Responsible Officer may require or approve, such requirement or approval to be conclusively evidenced by such publishing of the Notice of Intention to Sell. ' 8. Any one of the Responsible Officers is hereby authorized (but not required), for and in the name and on behalf of the City, to procure bond insurance for the Certificates on such terms and conditions as they may approve following consultation with the financial advisor to the City. A Responsible Officer is hereby authorized to execute and deliver such commitments or other instruments as they may determine to be necessary or appropriate in connection with such bond insurance, such determination to be conclusively evidenced by the execution and delivery thereof. 9. The law firm of Fulbright & Jaworski L.L.P., Los Angeles, California, is hereby retained as Special Counsel and Disclosure Counsel in connection with the execution and delivery of the Certificates, upon such terns and conditions as shall be approved by the Deputy City Manager/Director of Administrative Services, or his designee. 10. The Bank of New York Trust Company, N.A., is hereby retained as Trustee in connection with the execution and delivery of the Certificates, upon such terms and conditions as shall be approved by the Deputy City Manager/Director of Administrative Services, or his designee. 11. Any Responsible Officer of the City, and each of them, is hereby authorized and directed to execute and deliver the Transaction Documents and any and all other ' documents and instruments and to do and cause to be done any and all acts and S things necessary or proper for carrying out the transactions contemplated by this ' Resolution. 12. This Resolution shall take effect from and after the date of its passage and adoption. PASSED, APPROVED AND ADOPTED this 13°i day of November, 2007. MAYOR ATTEST: L CITY CLERK'. r STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) 1 I, Sharon L. Dawson, CMC, City Clerk of the City of Santa Clarita, do hereby certify that the foregoing Resolution was duly adoFted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the 13` day of November, 2007, by the following vote: AYES: COUNCILMEMBERS: Weste, Kellar, Boydston, Ferry, McLean NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None 5 CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. ' CITY OF SANTA CLARITA ) CERTIFICATION OF CITY COUNCIL RESOLUTION I, Sharon L. Dawson, City Clerk of the City of Santa Clarita, do hereby certify that this is a true and correct copy of the original Resolution No. 07-85, adopted by the City Council of the City of Santa Clarita, California on November 13, 2007, which is now on file in my office. Witness my hand and seal of the City of Santa Clarita, California, this, day of 20_ Sharon L. Dawson, CMC City Clerk By Susan Caputo Deputy City Clerk