HomeMy WebLinkAboutReso 44-2003RESOLUTION NO. 44-2003
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY
OF A SECOND AMENDED AND RESTATED CONFERENCE CENTER
USE AGREEMENT AND AUTHORIZING OFFICIAL ACTIONS
WHEREAS, the Redevelopment Agency of the City of South San Francisco (the
"Agency") and the City of South San Francisco (the "City") have heretofore entered into a Joint
Exercise of Powers Agreement dated September 11, 1991, establishing the City of South San
Francisco Capital Improvements Financing Authority (the "Financing Authority") for the
purpose of providing an entity which can assist in providing financing for purposes which are
authorized under the Joint Powers Law (Section 6500 et seq. of the California Government
Code); and
WHEREAS, a transient occupancy tax in the amount of $2.50 per day per room is levied
and collected by the City for the exclusive purpose of funding the establishment and maintenance
of a conference center in the city (the "Conference Center Tax") pursuant to Ordinance No.
1066-89, adopted by the City Council of the City on July 12, 1989 and approved by the voters on
November 7, 1989, and Section 4.20.035 of the City's municipal code; and
WHEREAS, the City originally took possession of the land and facilities at 255 South
Airport Boulevard (the "Conference Center Site"), pursuant to a long term lease with Erwin W.
Mayer and Josephine Anne Mayer, his wife, as landlord (the "Prior Owners"), dated as of
December 1, 1989; and
WHEREAS, the Financing Authority issued its $5,715,000 1991 Revenue Bonds
(Conference Center Project) on November 12, 1991 (the "1991 Bonds") for the purpose of
financing the construction of the South San Francisco Conference Center (the "Conference
Center"), to be located on the Conference Center Site; and
WHEREAS, the 1991 Bonds were secured by Conference Center Payments to be made
by the City from proceeds of the Conference Center Tax ("Conference Center Tax Revenues")
pursuant to a Conference Center Use Agreement, dated as of November 1, 1991, among the
Financing Authority, Bank of America National Trust and Savings Association and the City; and
WHEREAS, the City created the South San Francisco Conference Center Authority by
adding Chapter 2.78 to the City's Municipal Code, pursuant to Ordinance No. 1111-92, adopted
by the City Council of the City on February 26, 1992, as amended from time to time; and
WHEREAS, the Financing Authority refunded the 1991 Bonds on August 10, 1993
through the issuance of its $6,505,000 1993 Revenue Bonds (South San Francisco Conference
Center) (the "1993 Bonds"); and
WHEREAS, the 1993 Bonds were secured by Conference Center Payments to be made
by the City from Conference Center Tax Revenues pursuant to an Amended and Restated
Conference Center Use Agreement, dated as of August 1, 1993, among the Financing Authority,
Bank of America National Trust and Savings Association and the City; and
WHEREAS, the City caused to be executed and delivered $6,145,000 1999 Certificates
of Participation (the "1999 Certificates") pursuant to a Trust Agreement, dated as of January 1,
1999, among the City, the Financing Authority and U.S. Bank Trust National Association for the
purpose of funding the acquisition of the Conference Center Site from the Prior Owners, and as a
result of such acquisition, the City is currently the owner of the Conference Center Site and the
Conference Center; and
WHEREAS, the City, the Conference Center Authority, and the Financing Authority
wish to realize interest savings at this time by refunding the 1993 Bonds through the issuance of
the Financing Authority's 2003 Refunding Revenue Bonds (South San Francisco Conference
Center) (the "Bonds"), so long as present value savings of at least five percent of the principal
amount of the 1993 Bonds are achieved as a result of the issuance of the Bonds and the refunding
of the 1993 Bonds; and
WHEREAS, Jones Hall, a Professional Law Corporation, as disclosure counsel to the
City, has caused to be prepared an Official Statement describing the Bonds, the Conference
Center, the Conference Center Tax, the Conference Center Authority, and the City, a preliminary
form of which is on file with the City Clerk; and
WHEREAS, the City has duly considered such transactions and wishes at this time to
approve said transactions in the public interests of the City.
NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the
City of South San Francisco as follows:
Section 1. Approval of Second Amended and Restated Conference Center Use
Agreement. The City approves the Second Amended and Restated Conference Center Use
Agreement (the "Agreement"), dated as of June 1, 2003, by and among the City, the Financing
Authority, the Conference Center Authority and BNY Western Trust Company of California as
trustee (the "Trustee"), in substantially the form on file with the City Clerk, together with any
additions thereto or changes therein deemed necessary or advisable by the City Manager. The
City Manager is authorized and directed to execute, and the City Clerk is hereby authorized and
directed to attest and affix the seal of the City to, the final form of the Second Amended and
Restated Conference Center Use Agreement for and in the name and on behalf of the City. The
City hereby authorizes the delivery and performance of the Second Amended and Restated
Conference Center Use Agreement.
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Section 2. Official Statement. The City hereby approves as being accurate those
portions of the Preliminary Official Statement describing the City, the Conference Center Tax
Revenues and the Agreement, in substantially the form submitted by Disclosure Counsel and on
file with the City Clerk. Distribution of the Preliminary Official Statement by Sutter Securities
(the "Underwriter") is hereby authorized and approved. The City hereby authorizes the
distribution of the final Official Statement by the Underwriter. The City Manager is hereby
authorized and directed to approve any changes in or additions to a final form of said Official
Statement.
Section 3. Official Action. The City Manager, the Finance Director, the City Clerk, the
Mayor, the City Attorney, and any and all other officers 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 lawful
issuance and sale of the Bonds and the execution of the Agreement as described herein; provided
that the same shall have been approved as to form by the City Attorney.
Section 4. Effective Date. This Resolution shall take effect from and after the date of
its passage and adoption.
I hereby certify that the foregoing Resolution was regularly introduced and adopted by
the City Council of the City of South San Francisco at a regular meeting held on the 28~h day of
May 2003 by the following vote:
AYES:
Councilmembers Joseph A. Femekes, Richard A. Garbarino and Raymond L.
Green, Mayor Pro Tem Karyl Matsumoto and Mayor Pedro Gonzalez
NOES: None.
ABSTAIN: None.
ABSENT: None.
ATTEST:
City Clerk