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HomeMy WebLinkAboutPFA 2010-002RESOLUTION NO PFA 2010-002 am RESOLUTION OF THE ATASCADERO PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE AND SALE OF LEASE REVENUE BONDS TO FINANCE IMPROVEMENTS TO THE CITY OF ATASCADERO'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 Atascadero Public Financing Authority (the "Authority") is a point powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement, dated as of November 9, 2004, by and between the City of Atascadero (the "City") and the Community Redevelopment Agency of Atascadero (the "Agency" and, with the City, the "Members"), and under the provisions of Articles 1 through 4 (commencing with section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Act"), and is authorized pursuant to Article 4 of the Act to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations of, or for the purpose of making loans to, public entities, including the Members, and to provide financing for public capital improvements of public entities, including the Members, +r..r WHEREAS, the City, working together with 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 a principal 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 Agency has agreed to reimburse the City for amounts paid from its General Fund from tax increment revenues available to the Agency; Public Financing Authority of Atascadero Resolution No PFA 2010-002 Page 2 of 5 rr.r WHEREAS, as required pursuant to section 6586 5(a) of the California Government Code, a public hearing has been held by the City Council of the City in connection with the financing; WHEREAS, the firm of Piper Jaffray & Co (the "Underwriter") has proposed to purchase and underwrite the Bonds and has presented to the Authority a form of bond purchase agreement for the 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 Authority; 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 (n) 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 (in) 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 am payable on such Bonds, WHEREAS, the determmation 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 Board has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority; NOW, THEREFORE, BE IT RESOLVED, by this Board of Directors of the Atascadero Public Financing Authority as follows SECTION 1 Findings This Board hereby finds that significant public benefits will arise from the financing in accordance with section 6586 of the California Government Code. SECTION 2 Issuance of Bonds, Approval of Indenture. This Board hereby authorizes the issuance of the Bonds under and pursuant to the Bond Law and the Indenture, 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. The Authority hereby approves the Indenture, in the form on file with the Secretary, together with any changes therein or additions thereto approved by the Chair, the Vice Chair, the Executive Director or the Treasurer of the Authority (the err "Designated Officers"), whose execution thereof shall be conclusive evidence of such approval. Public Financing Authority of Atascadero Resolution No PFA 2010-002 Page 3 of 5 tow The Designated Officers, each acting alone, are hereby authorized and directed for and in the name and on behalf of the Authority to execute, and the Secretary is hereby authorized and directed to attest, the final form of the Indenture for and in the name of the Authority The Authority hereby authorizes the delivery and performance of the Indenture SECTION 3 Approval of Site and Facility Lease This Board 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 Secretary, together with any changes therein or additions thereto deemed advisable by any Designated Officer, 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 Authority to execute, and the Secretary is hereby authorized and directed to attest, the final form of the Site and Facility Lease for and in the name of the Authority The Authority hereby authorizes the delivery and performance of the Site and Facility Lease SECTION 4 Approval of Lease Agreement. This Board hereby approves the Lease Agreement, in the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by any Designated Officer, 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 Authority to execute, and the Secretary is hereby authorized and directed to attest, the final form of the Lease Agreement for and in the name of the Authority The Authority hereby authorizes the delivery and performance of the Lease Agreement. SECTION 5 Sale of the Bonds. This Board 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 Secretary, together with such additions thereto and changes therein as a Designated Officer shall deem necessary, desirable or appropriate, the execution of which by the Authority 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 Authority 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 amount of 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 6 Official Statement. This Board 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 wre substantially the form on file with the Secretary The Designated Officers, each acting alone, are Public Financing Authority of Atascadero Resolution No PFA 2010-002 Page 4 of 5 aw hereby authorized and directed to execute an appropriate certificate stating the Authority's determination that the Preliminary Official Statement is nearly final within the meaning of the Rule Distribution of the 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 The Authority 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 Authority by any Designated Officer SECTION 7 Official Actions. The Chair, the Vice Chair, the Executive Director the Treasurer, the Secretary and all other officers of the Authority are each authorized and directed in the name and on behalf of the Authority 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 Authority 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 8 Effective Date This Resolution shall take effect immediately �rrr On motion by Board Member Beraud and seconded by Board Member Kelley, the foregoing Resolution is hereby adopted in its entirety on the following roll call vote Public Financing Authority of Atascadero Resolution No PFA 2010-002 Page 5 of 5 AYES Board Members Beraud, Clay, Kelley, O'Malley and Chairperson Fonzi NOES None ABSENT None ADOPTED July 27, 2010 ATASCADERO PUBLIC FINANCING AUTHORITY By. Roberta Fonzi, Ch erson ATTEST 616A 1.14 � I Marcia McClure Torgerson, C.M.0 , Board Secretary APPROVED AS T FORM. iw..r Brian A. Pierik, Authority Counsel lru