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HomeMy WebLinkAboutReso CIFA 14-1999 RESOLUTION NO. ~-99 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS, APPROVING AND AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT, APPROVING THE FORM AND AUTHORIZING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RELATING THERETO, AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO, AND RESCINDING RESOLUTION NO. 190-96 RESOLVED, by the City Council (the "Council") of the City of South San Francisco (the "City"), County of San Mateo, California, that WHEREAS, the City wishes to acquire fee title to certain land and improvements used and operated as a convention center (the "Project"); and WHEREAS, the City of South San Francisco Capital Improvements Financing Authority (the "Authority") has been formed for purposes which include assisting the City in financing the acquisition, construction, and improvement of public improvements such as the Project, and the City has requested the Authority to assist it in financing the acquisition and construction of the Project; and WHEREASi in order to provide funds to enable the City to finance the Project, the Authority has agreed to sublease the Project from the City pursuant to the Site Lease dated as of January 1, 1999, by and between the City, as sublessor, and the Authority, as sublessee (the "Site Lease") and to sub-sublease the Project back to the City, pursuant to a Lease Agreement dated as of January 1, 1999, by and between the Authority, as sub-sublessor, and the City, as sub-sublessee (the "Lease Agreement"); and WHEREAS, the Authority has agreed to assign and transfer to U.S. Bank Trust National Association, as trustee (the "Trustee"), certain of its rights under the Lease Agreement pursuant to the Assignment Agreement dated as of January 1, 1999, and in consideration of such assignment and the execution of the Trust Agreement dated as of January 1, 1999, by and among the City, the Authority and the Trustee (the ~Trust Agreement~), the Trustee has agreed to execute and deliver Certificates of Participation in the maximum principal amount of not-to-exceed $6,500,000, each evidencing a direct, undivided fractional interest in the Lease Payments to be paid by the City under the Lease Agreement (the "Certificates~); and WHEREAS, the lease financing documents specified below have been filed with the City and the City Council, with the assistance of its staff and consultants, has reviewed said documents; WHEREAS, there have been submitted to the City Council certain documents providing for the sale of the Certificates, including the form of Preliminary Official Statement prepared by PaineWebber Incorporated, as underwriter (the "Underwriter"), and the City Council, with the aid of its staff, has reviewed the Preliminary Official Statement to assure proper disclosure of all material facts relating to such Certificates that are in the personal knowledge of the Councilmembers and the City staff; and WHEREAS, on December 18, 1996, the City Council adopted Resolution No. 190-96 (the "Prior Resolution") approving and authorizing the lease financing described herein but limiting the amount of the financing to $6,300,000; and -2- WHEREAS, the City Council now desires to approve and authorize a larger principal amount of the Certificates and therefore wishes to rescind the Prior Resolution; NOW, THEREFORE, IT IS FOUND, DETERMINED AND ORDERED, that: SECTION 1. Prior Resolution Rescinded. Resolution, be and it is hereby, rescinded. The Prior SECTION 2. AmDroval of Site Lease. The City Council hereby approves the Site Lease in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Manager or Director of Finance (each, an "Authorized Official"), and execution thereof by the Authorized Official shall be conclusive evidence of approval of any such changes or additions. The City Council hereby authorizes and directs the Authorized Official to execute, and the City Clerk to attest and affix the seal of the City to, said form of the Site Lease for and in the name of the City. The sublease of the Project by the City from the Authority shall be upon the terms and conditions set forth in the Site Lease. SECTION 3. ApDroval of Lease Agreement. The City Council hereby approves the sub-sublease of the Project by the City from the Authority pursuant to the Lease Agreement in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the Authorized Official, and execution thereof by the Authorized Official shall be conclusive evidence of approval of any such changes or additions. The City Council hereby authorizes and directs the Authorized Official to execute, and the City Clerk to attest and affix the seal of the City to, said form of the Lease Agreement for and in the name of the City. The sub- sublease of the Project by the City from the Authority shall be upon the terms and conditions set forth in the Lease Agreement. -3- SECTION 4. Approval of Trust Agreement. The City Council hereby approves the Trust Agreement in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the Authorized Official, and execution thereof by the Authorized Official shall be conclusive evidence of his approval of any such changes or additions. The City Council hereby authorizes and directs the Authorized Official to execute, and the City Clerk to attest and affix the seal of the City to, said form of the Trust Agreement for and in the name of the City. SECTION 5. Purchase Contract. The proposed form of Purchase Contract between the City and the Underwriter is hereby approved and the Authorized Official is hereby authorized and directed to execute and deliver the Purchase Contract for and on behalf of the City, substantially in the form of the Purchase Contract presented to the City Council, with any changes, insertions and deletions as may be approved by the Authorized Official in consultation with the Underwriter and Special Counsel, such approval to be conclusively evidenced by the execution of the Purchase Contract by Authorized Official, provided that the aggregate principal amount of Certificates shall not exceed $6,500,000, the average interest rate on the Certificates shall not exceed 6% per annum, and the underwriter's discount shall not exceed 1.5% of the aggregate principal amount of the Certificates. SECTION 6. Official Statement. The Underwriter has caused to be prepared and has presented to the City Council a preliminary form of Official Statement describing the Certificates. The City Council hereby approves such preliminary Official Statement, and hereby authorizes the Authorized Official to deem such preliminary Official Statement final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions. Distribution of -4- such preliminary Official Statement by the Underwriter to prospective bidders is hereby ratified and approved. The Authorized Official is hereby authorized and directed to approve any changes therein or additions thereto deemed advisable by the Authorized Official, and to execute the final form of the Official Statement in the name and on behalf of the City. The City Council hereby authorizes the distribution of the final Official Statement by the Underwriter. SECTION ?. Appointment of Special Counsel. Jones Hall, A Professional Law Corporation, San Francisco, is hereby appointed as Special Counsel to the City in connection with the Certificates pursuant to the Agreement For Legal Services with said firm in the form on file with the Director of Finance. SECTION 8. Official Actions. The Mayor, the City Manager, the Director of Finance, the City Clerk 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 any of the transactions contemplated by the documents approved pursuant to this Resolution and in order to consummate the sale and delivery of the Certificates. Whenever in this Resolution any officer is authorized to take an action, such action may be taken by a designee of such officer in the event of such officer's absence or unavailability. SECTION 9. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. -5- 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 10th day of February, 1999 , by the following vote: AYES: Councilmembers Joseph A. Fernekes, Karyl ~tsumoto Eugene R. Mullin, and Mayor James L. Datzman NOES: ABSTAIN: ABSENT: None None Councilmember John R. Penna ATTEST: Ci~ Clerk -6-