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HomeMy WebLinkAboutCC Resolution 11273 (Finance CIP)RESOLUTION NO. 11273 RESOLUTION OF THE CITY OF SAN RAFAEL APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN FINANCING DOCUMENTS AND DIRECTING CERTAIN RELATED ACTIONS IN CONNECTION WITH FINANCING CERTAIN PUBLIC CAPITAL IMPROVEMENTS 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 the public capital improvements of the City, the Authority proposes to authorize the issuance of its revenue bonds under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), to be designated as the San Rafael Joint Powers Financing Authority Lease Revenue Bonds Series 2003 (Parking Public Project) (the "Bonds"); and WHEREAS, pursuant to a Site and Facility Lease (the "Site Lease"), the City will lease to the Authority certain real property (the "Site") and the improvements thereon (the "Facilities" and, together with the Site, the "Leased Property"), initially consisting of the City's City Hall site and the City Hall constructed thereon and/or certain public parking assets; and WHEREAS, pursuant to a Property Lease between the City and the Authority (the "Property Lease"), the City will lease the Leased Property from the Authority, and the Authority will use the lease payments received from the City to pay debt service on the Bonds; and WHEREAS, the proceeds of the Bonds will be used by the City to acquire and construct a public parking garage (the "Improvements"); 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, as a condition precedent to the issuance of the Bonds, Section 6586.5 of the California Government Code requires that the City approve the proposed lease financing by the Authority and that the City make certain findings with respect to such financing, as hereinafter set forth, and said Section 6586.5 further requires that such approval be given and findings be made only after noticed public hearing thereon; and WHEREAS, the City has duly held such public hearing after due publication of the notice of time and place of such public hearing; 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. Pursuant to the Act, the City Council hereby finds and determines that the issuance of the Bonds and the transactions related thereto will result in significant public benefits within the contemplation of Section 6586 of the Act. Section 2. 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 forms 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 3. The City Council hereby approves the forms of the Property Lease and the Site 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 Property Lease and the Site 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 Property Lease and the Site Lease. The City Council hereby authorizes the performance by the City of its obligations under the Property Lease and the Site Lease. The maximum stated term of the Property Lease shall not exceed 35 years. Section 4. The City Council hereby approves the Continuing Disclosure Agreement 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, 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 Agreement, with such changes, insertions and omissions as may be approved by such official executing said documents. Section 5. 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 2 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 $9,000,000, or shall provide for a net interest cost in excess of 5.75% or an underwriter's discount (exclusive of any original issue discount) of greater than 1.50%. In the event that the Authority determines to sell the Bonds pursuant to a negotiated sale, 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 6. The City Council has duly noticed and held a public hearing with respect to the approval by the City Council of the lease financing to be provided by the Authority to the City pursuant to the issuance and delivery of the Bonds, and with respect to the significant public benefit to the City of such lease financing in accordance with the criteria specified in Section 6586 of the California Government Code. Based on the information provided to the City Council by City staff and consultants, all as set forth in the proceedings and documents providing for the issuance and delivery of the Bonds, the City Council approves the lease financing to be provided by the issuance and delivery of the Bonds, and the City Council further determines that there will be significant public benefits accruing from such financing, consisting of demonstrable savings in effective interest rates and financing costs resulting from the lease and leaseback of the Leased Property with the Authority as a tax exempt public entity that has the statutory powers to lease and leaseback property and to cause the issuance and delivery of Bonds. Section 7. 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 or advisable 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. 3 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 the City of San Rafael held on the 3rd day of March, 2003, by the following vote, to wit: AYES: COUNCILMEMBERS: Cohen, Heller, Miller, Phillips and Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None JEA 2 M. LEONCINl City Clerk 4