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HomeMy WebLinkAboutCC Resolution 13359 (Refinance Public Capital Imprvements of Parking Garage)RESOLUTION NO. 13359 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL APPROVING, AUTHORIZING AND DIRECTING EXECUTION OFA SECOND AMENDMENT TO PROPERTY LEASE, A SECOND AMENDMENT TOSITE AND FACILITY LEASE AND A CONTINUING DISCLOSURE CERTIFICATE, AUTHORIZING THE NEGOTIATION FOR THE SALE OF BONDS PURSUANT TO A BOND PURCHASE AGREEMENT, APPROVING AN OFFICIAL STATEMENT, AND DIRECTING CERTAIN RELATED ACTIONS IN CONNECTION WITH REFUNDING CERTAIN BONDS OF THE SAN RAFAEL JOINT POWERS FINANCING AUTHORITY AND REFINANCING CERTAIN PUBLIC CAPITAL IMPROVEMENTS CONSISTING OF A PARKING GARAGE THEREBY WHEREAS, the City of San Rafael (the "City") and the San Rafael Redevelopment Agency (the "Agency") have entered into a Joint Exercise of Powers Agreement establishing the San Rafael Joint Powers Financing Authority (the "Authority") for the purpose, among others, of having the Authority issue its bonds to be used to finance the acquisition, construction and improvement of certain public capital improvements; and WHEREAS, for the purpose of raising funds necessary to finance public capital improvements (consisting of a public parking garage) for the City, the Authority has heretofore issued its San Rafael Joint Powers Financing Authority Lease Revenue Bonds, Series 2003 (Public Parking Project) (the "2003 Bonds") in the original aggregate principal amount of $7,605,000; and WHEREAS, the Authority has determined to issue, pursuant to Article 10 (commencing with Section 53570) and Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of title 5 of the California Government Code (collectively, the "Refunding Law") and this First Supplemental Trust Agreement, its Lease Revenue Refunding Bonds, Series 2012 (Public Parking Project) (the "2012 Bonds") in order to refund a portion of its 2003 Bonds to achieve debt service savings; and WHEREAS, in order to assist the underwriters of the Bonds in complying with Rule 15c2-12 of the Securities and Exchange Commission, the City will undertake certain continuing disclosure obligations pursuant to a continuing disclosure agreement to be executed by the City (the "Continuing Disclosure Agreement"); and WHEREAS, there has been prepared an Official Statement containing information to be used in connection with the sale of the Bonds; and WHEREAS, the City has duly considered such transactions and wishes at this time to approve certain matters relating to said transactions in the public interest of the City; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Rafael, as follows:: Section 1. The City Council hereby approves the preparation of, and hereby authorizes the Mayor, the City Manager or the Assistant City Manager of the City (each, a "Designated Officer") , each acting alone, to deem final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 (except for permitted omissions), the preliminary form of the Official Statement describing the Bonds on file with the City Clerk together with such changes or additions to such preliminary forms of Official Statement as the Designated Officer may deem necessary, desirable or appropriate upon consultation with bond counsel. Distribution of a preliminary Official Statement is hereby approved. The City Council hereby authorizes the execution of a final Official Statement by the Designated Officers. Section 2. The City Council hereby approves the forms of the Second Amendment to Property Lease and the Second Amendment to Site and Facility Lease on file with the City Clerk, with such additions thereto and changes therein as the City Manager of the City or his designee shall deem necessary, desirable or appropriate upon consultation with the bond counsel, the execution of which by the City shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers and all other appropriate officials of the City are hereby authorized and directed to execute, and the City Clerk is hereby authorized to attest, as appropriate, the Second Amendment to Property Lease and the Second Amendment to Site and Facility Lease and such other agreements, documents and certificates as may be necessary or desirable to effectuate the purposes of this resolution and the financing herein authorized, including, without limitation, such other agreements, documents and certificates as may be required by the Second Amendment to Property Lease and the Second Amendment to Site and Facility Lease. The City hereby authorizes the performance by the Authority of its obligations under the Second Amendment to Property Lease and Second Amendment to Site Facility Lease. Section 3. The City Council hereby approves the Continuing Disclosure Certificate attached to the Official Statement in the form on file with the City Clerk, together with such changes thereto as the City Manager or Assistant City Manager of the City or his designee deems necessary, desirable or appropriate upon consultation with bond and disclosure counsel, the execution of which by the City shall be conclusive proof of the approval thereof. The Designated Officers, each acting alone, are hereby authorized and directed to execute the Continuing Disclosure Certificate, with such changes, insertions and omissions as may be approved by such official executing said documents. Section 4. The City Council hereby approves the form of the Bond Purchase Agreement on file with the City Clerk, with such additions thereto and changes therein as the City Manager of the City or Assistant City Manager or his designee shall deem necessary, desirable or appropriate upon consultation with bond counsel, the execution of which by the City shall be conclusive evidence of the approval of any such additions or changes; provided that no such addition or change shall increase the amount of Bonds to be in excess of $7,500,000, or shall provide for a true interest cost in excess of 4.00% or an underwriter's discount (exclusive of any original issue discount) of greater than 1.25%. Additionally, the 2012 Bonds shall not be sold if such sale results in net present value savings below 3% of the principal amount of 2003 Bonds refunded. When determining the net present value savings, the 2012 Bond proceeds deposited into a reserve account for the 2012 Bonds shall be considered as an offset to the payment of principal on the 2012 Bonds maturing on April 1, 2033. The Designated Officers, each acting alone, are hereby authorized and directed to execute the Bond Purchase Agreement and to take all actions necessary to fulfill the City's obligations thereunder. Section 5. The Designated Officers, the City Clerk and any and all other officers of the City are hereby authorized and directed, for and in the name of 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 documents, assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and documents, which they, or any of them, may deem necessary, advisable or appropriate upon consultation with bond and disclosure counsel, in order to consummate the lawful issuance and sale of the Bonds and the consummation of the transactions as described herein, including, without limitation, a continuing disclosure agreement or certificate and such documents, assignments, certificates and agreements as may be required by any of the documents approved herein. 1, ESTHER C. BEIRNE, 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 the City of San Rafael held on the 18th day of June, 2012, by the following vote, to wit: AYES: COUNCILMEMBERS: Connolly, Heller, Levine, McCullough & Mayor Phillips NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None T� ESTHER C. BEIRNE, City Clerk