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HomeMy WebLinkAboutResolution 2010-060 RESOLUTION NO. 2010-060 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ATASCADERO, CALIFORNIA, APPROVING PROCEEDINGS BY THE ATASCADERO PUBLIC FINANCING AUTHORITY FOR THE ISSUANCE AND SALE OF LEASE REVENUE BONDS TO FINANCE IMPROVEMENTS TO THE CITY'S HISTORIC CITY HALL AND THE ACQUISITION AND DEVELOPMENT OF OTHER CAPITAL IMPROVEMENTS THROUGHOUT THE GEOGRAPHIC BOUNDARIES OF THE CITY, APPROVING FORM AND AUTHORIZING EXECUTION OF RELATED DOCUMENTS AND APPROVING OFFICIAL ACTIONS WHEREAS, the City of Atascadero (the "City"), working together with the Atascadero Public Financing Authority(the"Authority"), proposes to undertake the financing of improvements to the City's historic city hall and the acquisition and development of other capital improvements throughout the geographic boundaries of the City(the"Project"); WHEREAS, for such purposes, the Authority has determined to issue its Atascadero Public Financing Authority Lease Revenue Bonds, 2010 Series A, in an amount not to exceed $18,000,000 (the"Bonds"); WHEREAS, the Bonds will be issued under the provisions of Article 4 (commencing with section 6584) of the Act (the "Bond Law") and an indenture of trust (the "Indenture"), by and between the Authority and The Bank of New York Mellon Trust Company,N.A., as trustee; WHEREAS, in order to provide for the repayment of the Bonds, the Authority will lease certain real property and improvements (the "Property") to the City pursuant to a lease agreement (the "Lease Agreement") under which the City will agree to make lease payments to the Authority from moneys in its General Fund and the City will budget and appropriate sufficient amounts in each year to pay the full amount of principal of and interest on the Bonds; WHEREAS, the Community Redevelopment Agency of Atascadero (the "Agency") has agreed to reimburse the City for amounts paid from its General Fund from tax increment revenues available to the Agency; WHEREAS, as required by section 6586.5(a) of the California Government Code, a public hearing has been held by this Council in connection with the financing; WHEREAS, this Council desires to make a finding of significant public benefit pursuant to section 6586.5(a)(2) of the California Government Code, and to approve of the financing and the transactions contemplated by the Bonds; WHEREAS, the firm of Piper Jaffray & Co. (the "Underwriter") has proposed to purchase and underwrite the,Bonds and has presented to the City a form of Bond Purchase Agreement for the City of Atascadero Resolution No. 2010-060 Page 2 of 4 Bonds, to be entered into among the Authority, the City and the Underwriter (the "Bond Purchase Agreement"); WHEREAS, a proposed form of official statement(the "Official Statement") describing the Bonds, to be used in connection with the marketing of the Bonds by the Underwriter, has been prepared and has been presented to the City; WHEREAS, the Bonds will be issued as (i) bonds the interest on which is excluded from gross income for purposes of federal income taxation ("Tax-Exempt Bonds"); or (ii) bonds designated as `Build America Bonds" (`Build America Bonds") under the provisions of the American Recovery and Reinvestment Act of 2009, the interest on which is not excluded from gross income for purposes of federal income taxation; or (iii) both Tax-Exempt Bonds and Build America Bonds; WHEREAS, if any Bonds are issued as Build America Bonds, the Authority expects to receive a cash subsidy payment from the United States Treasury equal to 35% of the interest payable on such Bonds; WHEREAS, the determination of whether to issue the Bonds as (i) Tax-Exempt Bonds, (ii) Build America Bonds, or (iii) some combination thereof, will be made by a Designated Officer (hereinafter defined) at or prior to the date of sale thereof; and WHEREAS, this Council has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the City; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Atascadero as follows: SECTION 1. Findings and Consent. This Council hereby finds that significant public benefits will arise from the financing, in accordance with section 6586 of the California Government Code. SECTION 2. Approval of Bonds. This Council hereby approves the issuance of the Bonds by the Authority, and in multiple series if the Bonds are issued as Tax-Exempt Bonds and Build America Bonds, for the purpose of providing funds to finance the Project. SECTION 3. Approval of Site and Facility Lease. This Council hereby approves a site and facility lease; by and between the City and the Authority(the "Site and Facility Lease"), pursuant to which the City will lease the Property to the Authority, to be leased back to the City pursuant to the Lease Agreement, in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Mayor, the Mayor Pro Tem, the City Manager, the Assistant City Manager or the Administrative Services Director (the "Designated Officers"), whose execution thereof shall be conclusive evidence of such approval. The Designated Officers, each acting alone, are hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest, the final form of the Site and Facility Lease for and in the name of the City. This Council hereby authorizes the delivery and City of Atascadero Resolution No. 2010-060 Page 3 of 4 performance of the Site and Facility Lease. SECTION 4. Approval of Lease Agreement. This Council hereby approves the Lease Agreement, in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by any Designated Officer, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions, so long as the term of the Lease Agreement (not including extensions, as permitted therein) does not extend beyond October 1, 2040, and so long as the maximum annual payments to be made by the City under the Lease Agreement do not exceed $2,225,000. The Designated Officers, each acting alone, are hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest, the final form of the Lease Agreement for and in the name of the City. This Council hereby authorizes the delivery and performance of the Lease Agreement. SECTION 5. Approval of Reimbursement Agreement. This Council hereby approves a reimbursement agreement, by and between the City and the Agency, pursuant to which the Agency will agree to reimburse the City for the payments to be made by the City under the Lease Agreement (the "Reimbursement Agreement"), in the form on file with the City Clerk, together with such additions thereto and changes therein as a Designated Officer shall deem necessary, desirable or appropriate, the execution of which by the City shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest, the final form of the Reimbursement Agreement for and in the name of the City. This Council hereby authorizes the delivery and performance of the Reimbursement Agreement. SECTION 6. Sale of the Bonds. This Council hereby approves the sale of the Bonds by the Authority to the Underwriter, in multiple series if the Bonds are issued as Tax-Exempt Bonds and Build America Bonds, pursuant to the Bond Purchase Agreement in substantially the form on file with the City Clerk, together with such additions thereto and changes therein as a Designated Officer shall deem necessary, desirable or appropriate, the execution of which by the City shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute the final form of the Bond Purchase Agreement for and in the name and on behalf of the City upon the submission of an offer by the Underwriter to purchase the Bonds, which offer is acceptable to a Designated Officer and consistent with the requirements of this Resolution. The Underwriter's compensation for any Tax-Exempt Bonds shall not exceed $10.00 per $1,000 of principal amount of the Tax-Exempt Bonds and the Underwriter's compensation for any Build America Bonds shall not exceed $12.50 per $1,000 of principal amount of the Build America Bonds. SECTION 7. Official Statement. This Council hereby approves, and hereby deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 (the "Rule"), the preliminary official statement describing the Bonds (the "Preliminary Official Statement") in the form on file with the City Clerk. The Designated Officers, each acting alone, are hereby authorized and directed to execute an appropriate certificate stating the City's determination that the Preliminary Official Statement is nearly final within the meaning of the Rule. Distribution of the City of Atascadero Resolution No. 2010-060 Page 4 of 4 Preliminary Official Statement in connection with the sale of the Bonds is hereby approved. The Designated Officers, each acting alone, are hereby authorized and directed to approve any changes in or additions to a final form of official statement (the "Final Official Statement"), and the execution thereof by any Designated Officer shall be conclusive evidence of approval of any such changes and additions. This Council hereby authorizes the distribution of the Final Official Statement by the Underwriter. The Final Official Statement shall be executed in the name and on behalf of the City by any Designated Officer. SECTION 8. Official Actions. The Mayor, the Mayor Pro Tem, the City Manager, the Assistant City Manager, the Administrative Services Director, the City Clerk and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. SECTION 9. Effective Date. This Resolution shall take effect immediately. On motion by Council Member O'Malley and seconded by Council Member Clay, the foregoing Resolution is hereby adopted in its entirety on the following roll call vote: AYES: Council Members Beraud, Clay, Kelley, O'Malley and Mayor Fonzi NOES: None ABSENT: None ADOPTED: July 27, 2010 CITY OF ATASCADERO By: c ? Roberta Fonzi, M r ATTEST: Marcia McClurdar' erson, C.M.C., Cit Clerk APPR ED AS TO RM: Brian A. Pien , ity Attorney