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HomeMy WebLinkAboutResolution No. 6496 (Bonds San Rafael Plaza)RESOLUTION NO. 649G A RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF CITY OF SAN RAFAEL CERTIFICATE OF DEPOSIT REVENUE BONDS TO FINANCE THE ACQUISITION AND CONSTRUCTION BY SAN RAFAEL PLAZA OF AN OFFICE AND RETAIL BUILDING WHEREAS, the City Council of the City of San Rafael (the "City") has, by Ordinance No. 1441, adopted by the Council on October 4, 1982, enacted the City of San Rafael Economic Develop- ment Revenue Bond Law (herein called the "Law"), authorizing and establishing a procedure for the issuance of revenue bonds by the City for the purpose of providing financing to participating parties for economic development purposes; and WHEREAS, the City Council of the City has, by Resolu- tion No. 6451, adopted on November 15, 1982, preliminarily approved the issuance of revenue bonds to finance the acquisition and con- struction by San Rafael Plaza, a California general partnership, (the "Company") of an office and retail building (the "Project"), to be located at the southeast corner of Fourth Street and "A" Street in the City; and WHEREAS, final approval of the terms of the issuance and sale of such bonds and various related matters is now sought; and WHEREAS, pursuant to Section 103(k) of the Internal Revenue Code, as amended (the "Code"), the Bonds are required to be approved by an elected representative of the issuer of the Bonds, following a public hearing; and WHEREAS, this City Council is the elected legislative body of the City of San Rafael; and WHEREAS, the Project is located wholly within the geo- graphic jurisdiction of the City of San Rafael; and - 1 - IGINAL RESOLUTION NO. l )6 WHEREAS, this City Council caused a notice to appear in the Independent Journal, which is a newspaper of general circula- tion in the City, on February 8, 1983, to the effect that a public hearing would be held by this City Council on February 22, 1983, regarding the issuance of the Bonds and the nature and location of the Project; and WHEREAS, this City Council held the said public hearing on such date, at which time an opportunity was provided to present arguments both for and against the issuance of the Bonds and the nature and location of the Project. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Rafael, as follows: Section 1. Pursuant to the Law, revenue bonds of the City, designated "City of San Rafael Certificate of Deposit Revenue Bonds (San Rafael Plaza Project) 1983 Series A" (the "Bonds"), in an aggregate principal amount not to exceed $5,000,000 bearing interest at a rate or rates not to exceed 13% per annum, and maturing not later than 20 years from the date of issuance thereof, are hereby authorized to be issued. Section 2. Pursuant to Section 103(k) of the Code, this City Council hereby approves the issuance of the Bonds to finance costs of the Project. It is the purpose and intent of this City Council that this resolution constitute approval of the issuance of bonds by the applicable elected representative of the issuer in accordance with said Section 103(k). Section 3. The proposed form of indenture of trust (the "Indenture"), between the City and Security Pacific National Bank (the "Trustee"), presented to this meeting, is hereby approved. The Mayor or City Manager is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Indenture in substantially said form, with such changes therein as such officer and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The date, maturity dates, interest rate or rates, interest payment dates, denominations, forms, registration - 2 - RESOLUTION NO. '6 ---- privileges, manner of execution, place or places of payment, terms of redemption and other terms of the Bonds shall be as provided in said Indenture, as finally executed, subject to the limitations set forth in Section 1 above. Section 4. The proposed form of deposit agreement (the "Deposit Agreement"), among the City, the Trustee and Centennial Savings and Loan Association (the "Lender"), presented to this meeting, is hereby approved. The Mayor or City Manager is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Deposit Agreement in substantially said form, with such changes therein as such officer and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The proposed form of program agreement (the "Program Agreement"), among the City, the Lender and the Company, presented to this meeting, is hereby approved. The Mayor or City Manager is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Program Agreement in substantially said form, with such changes therein as such officer and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The proposed form of Official Statement relating to the Bonds, which was presented to this meeting, is hereby approved. The Mayor is hereby authorized, for and on behalf and in the name of the City, to sign an Official Statement in substantially said form, with such changes therein as such officer, with the advice of the City Attorney, may approve or require, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. Newman and Associates, Inc. (the "Under- writer"), as underwriter of the Bonds, is hereby authorized to distribute and deliver said Official Statement to purchasers of the Bonds, and to provide such supplements or amendments thereto as may be approved or required by the City Attorney. The distri- bution of said Official Statement in preliminary form is hereby authorized, approved and ratified. - 3 - RESOLUTION NO. 6496 Section 8. Sale of the Bonds by the City to the Underwriter, at any time within 180 days after the date of adoption of this resolution, is hereby approved. The proposed form of bond purchase contract (the "Purchase Contract"), between the City and the Underwriter, presented to this meeting, is hereby approved. The Mayor or City Manager is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Purchase Contract in substantially said form, with such changes and containing such terms as such officer and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 9. Forms of the proposed Indenture, Deposit Agreement, Program Agreement, Official Statement and Purchase Contract shall be placed on file in the office of the City Clerk. Section 10. Bonds in an aggregate principal amount not to exceed $5,000,000 shall be executed by the manual or facsimile signature of the Mayor and the seal of the City or a facsimile thereof shall be affixed or imprinted thereon and attested by the manual or facsimile signature of the City Clerk. Section 11. The Bonds, when so executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the City by the Mayor or City Manager, which instructions said officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriter upon payment of the purchase price thereof, which shall be not less than 96% of the principal amount of the Bonds, plus interest accrued from the date thereof to the date of such purchase. - 4 - RESOLUTION NO. 6496 Section 12. The City Clerk is hereby authorized and directed to attest the signature of the Mayor and the City Manager and to affix and attest the seal of the City as may be requested in connection with the execution and delivery of the Bonds and the Indenture, Deposit Agreement, Program Agreement, Official Statement and Purchase Contract in accordance with this resolution. Section 13. All actions heretofore taken by the officers and the agents of the City with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the officers of the City and their authorized deputies are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all certificates and other documents which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds and otherwise to carry out, give effect to and comply with the terms and intents of this resolution, the Bonds and the Indenture, Deposit Agreement, Program Agreement, Official Statement and Purchase Contract. Section 14. This resolution shall take effect immedi- ately upon its passage. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on Monday , the 7th day of March , 1983, by the ------- following vote, to wit: AYES: COUNCILMEMBERS:Breiner, Frugoli, Miskimen & Acting Mayor Jensen NOES: COUNCILMEMBERS:None ABSENT: COUNCILMEMBERS:Mayor Mulryan JE~ LEONCNI,CITy Clerk 26 A/4 - 5 -