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HomeMy WebLinkAboutResolution 68-89 i T RESOLUTION NO. � A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ATASCADERO AUTHORIZING THE EXECUTION AND DELIVERY OF $2, 000, 000 PRINCIPAL AMOUNT OF CERTIFICATES OF PARTICIPATION IN LEASE PAYMENTS TO BE MADE BY THE CITY PURSUANT TO A LEASE WITH THE CALIFORNIA PUBLIC AGENCY LEASING CORPORATION, AUTHORIZING THEIR SALE AND A PURCHASE CONTRACT, AUTHORIZING A REAL PROPERTY LEASE, A LEASE AGREEMENT AND A TRUST AGREEMENT AND APPOINTING A TRUSTEE AND APPROVING A TRUSTEE'S AGENT THEREUNDER, AUTHORIZING AN AGENCY AGREEMENT, APPROVING AN ASSIGNMENT AND AUTHORIZING APPROVAL OF A FORM OF OFFICIAL STATEMENT AND OTHER RELATED MATTERS POLICE HEADQUARTERS, PARK PAVILION AND PARK ACQUISITION PROJECTS WHEREAS, the City of Atascadero, San Luis Obispo County, California (the "City") , is owner of certain real property for fire station purposes (the "Fire Station Property") and has recently acquired certain real property for police headquarters purposes (the "Police Headquarters Property") WHEREAS, the Fire Station Property is fully-improved with a fire station and the Police Headquarters Property is improved with a building with respect to which the City desires to reconstruct, rehabilitate, improve and install a police headquarters (the "Police Headquarters Project") ; WHEREAS, the City desires also to demolish, construct, reconstruct, improve, adapt and install with respect to certain other real property which it owns, a public park pavilion, to acquire additional land for park purposes, and to relatedly improve park land (the "Park Pavilion, Park Acquisition and Improvement Project") WHEREAS the Cit proposes to finance the City p p Police Headquarters Project and the Park Pavilion, Park Acquisition and Improvement Project by means of a real property lease (the "Real Property Lease") between the City, as lessor, and the California Public Agency Leasing Corporation (the "Corporation") , as lessee, of the Fire Station Property and the Police Headquarters Property, a lease agreement (the "Lease") between the Corporation, as lessor, and the City, as lessee, of the properties leased pursuant to the Real Property Lease, and a trust agreement (the "Trust Agreement") among the City, the Corporation and The Bank of New York Trust Company of California, as trustee (the "Trustee") , an assignment agreement (the "Assignment") between the Corporation and the Trustee, and an agency agreement (the "Agency Agreement") between the Corporation and the City, each of which instruments are for the purposes of identification, dated as of October 1, 1989 ATAs(5)/COP208 RESOLUTION NO. 68-89 Page (2) WHEREAS, moneys to pay for the Police Headquarters Project and the Park Pavilion, Park Acquisition and Improvement Project are proposed to be obtained by the Corporation by the execution and delivery by the Trustee of certificates of participation evidencing the undivided fractional interest of the owners thereof in lease payments to be made .by the City as the rental for the Fire Station Property and the Police Headquarters Property pursuant to the Lease (the "Certificates of Participation") , and by the sale of the Certificates of Participation to First California Capital Markets Group, Inc. (the "Purchaser") pursuant to a purchase contract (the "Purchase Contract") ; and WHEREAS, the Purchaser has caused a preliminary official statement (the "Preliminary Official Statement") to be prepared relating to the Certificates of Participation; NOW, THEREFORE, the City Council of the City of Atascadero hereby resolves, as follows: 1. The forms of Real Property Lease, Lease, Trust Agreement, Assignment, Agency Agreement,,`Preliminary Official Statement and Purchase Contract are approved. 2 . The City Manager is authorized to approve insertions, omissions and other changes in the Preliminary Official Statement, including in the schedule of principal maturities, and to release the same for distribution by the Purchaser to brokers, dealers, banking institutions and other persons who may be interested in purchasing the Certificates of Participation from or through the Purchaser substantially in the form hereby approved. 3 . The City Manager is authorized to approve insertions, omissions and other changes in the Purchase Contract and to execute and deliver the Purchase. Contract to the Purchaser, substantially in the form hereby approved, upon the following conditions: (a) The Certificates of Participation shall aggregate $2, 000, 000 in principal amount and the final maturity date shall be July 1, 2009 ; (b) The aggregate amount of each of the annual Lease Payments shall not exceed $203,000; and (c) The underwriting discount of the Purchaser shall not exceed 3 percent of the principal amount of the Certificates of Participation. ATAS(5)/COP208 r RESOLUTION NO. 68-89 Page (3) 4 . The Mayor or Mayor Pro Tempore is authorized to approve insertions, omissions and other changes in each of the Real Property Lease, Lease, Trust Agreement, Assignment and Agency Agreement, to execute the Real Property Lease, Lease, Trust Agreement and Agency Agreement, substantially in the forms hereby approved, with such additional changes therein as shall be necessary in order to conform the same to the Purchase Contract, and to acknowledge execution of the Real Property Lease and the Lease. 5. The appointment by the Trust Agreement of The Bank of New York Trust Company of California as Trustee is confirmed and the appointment by the Trustee of The Bank of New York as Trustee's Agent is approved. 6. The execution and delivery by the Trustee of $2, 000, 000 principal amount of Certificates of Participation is authorized pursuant to the Trust Agreement and the sale of the Certificates of - Participation to the Purchaser is authorized pursuant to the Purchase Contract. 7. The City Manager is directed to review and is authorized to approve and execute a final Official Statement (the "Official Statement") setting forth such amendments, supplements and other changes to the Preliminary official Statement as shall be necessary or appropriate, and to deliver for and on behalf of the City the Official Statement to the Purchaser for distribution by the Purchaser to the purchasers from or through the Purchaser of the Certificates of Participation. 8. The City Clerk is authorized to authenticate execution of said instruments to be executed by the Mayor or Mayor Pro Tempore and affix the official seal of the City. 9. The City Manager is authorized to deliver for and on behalf of the City each of said instruments to be executed by the Mayor or Mayor Pro Tempore and to receive for and on behalf of the City delivery of such instruments executed by the other parties thereto. 10. The City Manager at the time of delivery is authorized to approve insertions, omissions and other changes in any of said instruments authorized hereby and in the Assignment,_ and delivery by the City Manager of each of said instruments executed by the City shall be deemed to be approval by the City of any changes in the forms of said instruments authorized hereby, even if substantial, ATAS(5)/COP208 RESOLUTION NO. 68-89 Page (4) shall be deemed to be approval by the City of any changes in the forms of said instruments authorized hereby, even if substantial, and any insertions, omissions and other changes, so that said instruments fully executed by each of the parties to the respective instruments and delivered shall be conclusive evidence of their authorization pursuant hereto. 11. Upon execution of the Purchase Contract, the Mayor, Mayor Pro Tempore, City Treasurer, City Clerk, City Manager and other City officers and employees are hereby authorized, for and on behalf of the City, to do any and all things and take any and all actions which they, or any of them, may deem necessary or advisable in order to consummate the transactions as hereby authorized including, without limitation, the recordation of said instruments and the Assignment to be recorded and the execution of any and all certificates,­ requisitions, notices, consents, other documents and agreements (which agreements may include escrow instructionsand agreements with the Trustee and with any title or other insurers) and the approval of any and all of same executed by others. 12. The provisions of this resolution and of the Real Property Lease, the Lease, the Trust Agreement and the Certificates of Participation shall, unless otherwise provided therein, constitute a contract with the owners from time to time of the Certificates of Participation which shall continue in effect until the Trust Agreement shall be discharged by its terms or the terms of the Lease and the Real Property Lease shall end, and the duties and obligations of the City and its officers, employees and agents under each of said instruments shall be enforceable as provided therein. 13. For the purpose of qualifying the Certificates of Participation under Section 265(b) (3) of the Internal Revenue Code of 1986, as amended, describing an exception for certain obligations from the disallowance, in the case of certain financial institutions, of a deduction for interest expense which is otherwise allocable to such obligations, in order that interest expense allocable to the Certificates of Participation not be disallowed as a deduction by such financial institutions under Section 265(b) (1) of said Code, the City hereby designates and confirms the designation by Section 7.06 (f) of the Trust Agreement of the Certificates of Participation for purposes of Section 265(b) (3) of said Code, ' further ,confirms the representations and covenant stated in said Section 7. 06(f) of the Trust Agreement, and authorizes the printing of an appropriate legend on the Certificates of Participation. ATAS(5)/COP208 RESOLUTION NO. 68-89 Page (5) 14. All resolutions and other official actions of the City in conflict with this resolution are hereby repealed, rescinded and set aside to the extent of such conflict. 15. This resolution shall be immediately effective. PASSED AND ADOPTEDatthe regular meeting of the City Council of the City of Atascadero held September 26, 1989 by the following vote: AYES: Councilmembers Shiers, Lilley, Borgeson, Mackey and Mayor Dexter NOES None ABSENT:None DATED ADOPTED• September 26, 1989 CITY OF ATASCADERO, CALIFORNIA By LIN DEXTER, Mayor ATTEST: BOYD C7. HARI Z, City 'g2xk APPROVED AS TO FORM: J Y R NSEN, City Attorney AP 0E TO COIJTENT GJ R tICR, City Manager ATAS(5)/COP208