HomeMy WebLinkAboutReso 136-1991RESOLUTION NO. ~3~ - 91
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
A RESOLUTION APPROVING, AUTHORIZING AND DIRECTING
EX?,CUTION OF CERTAIN INSTALLMENT SALE FINANCING
DOCUMENTS, APPROVING A PURCHASE AGREEMENT, A
RE-MBURSEMENT AGREEMENT AND A REMARKETING
AGREEMENT, APPROVING THE FORM AND AUTHORIZING
DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN
CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES
OF PARTICIPATION, APPOINTING SPECIAL COUNSEL AND
AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT
WI?.[EREAS, the City, working together with the City of South San Francisco
Capital Improvements Financing Authority (the "Authority"), is proposing to proceed
with an installment sale financing of certain public improvements;
W~rlEREAS, in connection therewith, the City proposes to finance the construction
of an improvement to its water quality control plant (the "Project") and it is in the public
interest and for the public benefit that the City authorize and direct execution of an
installment sale agreement and certain other financing documents in connection
therewith;
WKEREAS, pursuant to the City's authorization, Rauscher Pierce Refsnes, Inc.
(the "Underwriter"), has prepared and presented to the City a form of preliminary official
statement containing information material to the offering and sale of the Certificates of
Participation described below (the "Preliminary Official Statement"); and
WI-_-EREAS, the documents specified below have been filed with the City, and the
members of the City Council, with the aid of the City staff, have reviewed said documents;
NOW, TFIEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the
City of South San Francisco as follows:
Sec tion 1. The below-enumerated documents be and are hereby approved, and the
City Manager is hereby authorized and directed to execute and deliver said documents for
and in the name and on behalf of the City, substantially in the form presented to the City
Council at this meeting, together with such changes, insertions and omissions as may be
approved by such official, such approval to be conclusively evidenced by the execution of ·
such documents by such official, and the City Clerk is hereby authorized and directed to
attest to such official's signature:
(a) an installment sale agreement relating to the installment sale
financing of the Project, between the Authority, as seller, and the City, as
purchaser (the "Installment Sale Agreement"), so long as the initial stated term of
the Installment Sale Agreement does not exceed twenty-one (21) years, and so long
as the principal amount of the Installment Sale Agreement does not exceed
$11,500,000 (the interest component of the installment payments payable by the City
under the Installment Sale Agreement to be computed initially at variable rates of
interest, as provided in the Installment Sale Agreement);
(b) an acquisition agreement, by and between the City and the Authority,
relating to the transfer by the City to the Authority of the City's existing water
quality control plant facilities; and
(c) a trust agreement, by and among the City, the Authority and Bank of
America National Trust and Savings Association, San Francisco,-California, as
trustee (the "Trustee") (the "Trust Agreement"), relating to the financing and the
execution and delivery of certificates of participation evidencing undivided
fractional interests of the owners thereof in installment payments to be made by
the City under the Installment Sale Agreement (the "Certificates of
Participation").
Section 2. A purchase agreement by and among the Underwriter, the City and the
Authority _~elating to the purchase by the Underwriter of the Certificates of Participation,
be and is Lereby approved, and the City Manager, the Director of Finance or any deputy
or assistant of the City Manager designated by the City Manager is hereby authorized and
directed to execute and deliver said agreement, for and in'the name and on behalf of the
City, substantially in the form presented to the City Council at this meeting, with such
changes, insertions and omissions as may be approved by such official, such approval to
be conclusively evidenced by the execution of such document by such official; provided
that in no event shall the principal amount of the Certificates of Participation exceed
$11,500,0£0, nor shall the Underwriter's discount with respect to the Certificates exceed
seven hundred thirteen thousandths of one percent (.713%).
Section 3. A reimbursement agreement, by and between National Westminster
Bank, PLC, New York Branch (the "Bank) and the City (the "Reimbursement
Agreement"), relating to the Bank's issuance of a letter of credit to secure the
Certificates, be and is here by approved, and the City Manager, the Director of Finance or
any deputy or assistant of the City Manager designated by the City Manager is hereby
authorize/_ and directed to execute and deliver said agreement, for and in the name and
on behalf of the City, substantially in the form presented to the City Council at this
meeting, with such changes, insertions and omissions as may be approved by such
official, such approval to be conclusively evidenced by the execution of such document by
such official; provided, that the City Manager is authorized to negotiate with an alternate
credit bank of similar credit standing if the Bank fails to approve the transaction.
Section 4. A remarketing agreement, by and among the Underwriter and the City,
relating to the remarketing by the Underwriter of the Certificates of Participation, be and
is hereby approved, and the City Manager, the Director of Finance or any deputy or
assistant of the City Manager designated by the City Manager is hereby authorized and
directed to execute and deliver said agreement, for and in the name and on behalf of the
City, substantially in the form presented to the City Council at this meeting, with such
changes, insertions and omissions as may be approved by such official, such approval to
be conclusively evidenced by the execution of such document by such official.
Section 5. To the best of the City's knowledge, information and belief, the
Preliminary Official Statement contains no untrue statement of a material fact with
respect to the City or omits to state a material fact 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.
Section 6. The Preliminary Official Statement is approved for distribution in
connectior, with the offering and sale of the Certificates of Participation.
Section 7. The City Manager, the Director of Finance or any deputy or assistant of
the City Manager designated by the City Manager is authorized to approve corrections
and additions to the Preliminary Official Statement by supplement or amendment
thereto, or otherwise as appropriate, provided that any such corrections or additions
shall be necessary to cause the information contained therein to conform with facts
material to the Certificates of Participation, or to the proceedings of the City or such
corrections or additions are in form rather than in substance.
The City Council hereby approves, and hereby deems nearly final within the
meaning of Rule 15C2-12 of the Securities Exchange Act of 1934, the preliminary official
'statement. The City Manager and Finance Director are hereby separately authorized to
execute an appropriate certificate stating the City Council's determination that the
preliminary official statement has been deemed nearly final within the me~niug of said
Rule.
Section 8. An Agreement Relating to Joint Construction, Ownership and Use of
Water QuaEty Control Plant, and Appurtenant Facilities, by and between the City and the
City of San Bruno, be and is here by approved, and the City Manager is hereby authorized
and directed to execute and deliver said agreement, for and in the name and on behalf of
the City, s~bstantially in the form presented to the City Council at this meeting, with
such changes, insertions and omission as may be approved by such official, such
approval to be conclusively evidenced by the execution of such document by such official~,
and the City Clerk is hereby authorized and directed to attest such official's signature.
Section 9. The City Manager, the Director of Finance or any deputy or assistant of
the City Manager designated by 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, for and in the name and on behalf of
the City, 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 _-'act 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 City
Manager, the Finance Director or any deputy or assistant of the City Manager designated
by the City Manager 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.
Section 10. The Final Official Statement, when prepared, is approved for
distribution, in connection with the offering and sale of the Certificates of Participation.
Section 11. The law firm of Jones Hall Hill & White, A Professional Law
Corporation, San Francisco, California ("Jones Hall"), is hereby appointed to act as
special legal counsel in connection with said financing proceedings.
Section 12. That certain Agreement for Legal Services by and between the City and
Jones Hall for special legal services in connection with said financing proceedings, a
copy of wh:_ch is on file with the City Clerk, is hereby approved. The City Manager is
hereby authorized and directed in the name and on behalf of the City to execute said
Agreement and the City Clerk is hereby authorized and directed to attest to such official's
signature.
Section 14. The City Manager, the City Clerk, the City Attorney, the Director of
Finance 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 sale and delivery of the Certificates and the execution of the
various doc~ments as described herein; provided that the same shall have been approved
as to form by the City Attorney.
Section 15. 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 13~h day of November , 1991 by the following vote:
AYES:
NOES:
AB~AIN:
Councilmembers Richard A. Haffey, Gus Nicolopulos, John R. Penna,
Roberta Cerri Teglia, and Mayor Jack Drago
None
None
ABSENT.' None
City Clerk