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HomeMy WebLinkAboutRESO 9057Resolution No. 9057 Resolution of the Council of the City of Palo Alto Authorizing the Issuance and Sale of its General Obligation Bonds for Measure N Projects in the Principal Amount of Not to Exceed $60,000,000, Authorizing and Directing the Execution of a Paying Agent Agreement and Certain Other Related Documents, and Authorizing Actions Related Thereto WHEREAS, more than two-thirds of the qualified voters in the City of Palo Alto (the "City"), voting at a municipal election on November 4,2008, approved the issuance of up to . $76,000,000 of general obligation bonds to finance the costs of constructing a new energy efficient, environmentally friendly Mitchell Park Library and Community Center, renovating and expanding the Main Library, and renovating the Downtown Library, including enhancements at all three facilities for seismic safety and disabled access, expanded space for library collections, meeting and study areas, and new air conditioning, ventilation and lighting systems; and WHEREAS, pursuant to the authorization received at such election, and the authorization contained in Chapter 4 (commencing with section 43600) of Division 4 of Title 4 of the California Government Code (the "Act"), the City intends to issue the first series of the general obligation bonds authorized as described above pursuant to the Paying Agent Agreement (defined below) in a principal amount of not to exceed $60,000,000, to be designated as the "City of Palo Alto General Obligation Bonds, Election of 2008, Series 2010A" (the "Bonds"); and J WHEREAS, the City Council of the City has duly considered such transactions and desires at this time to approve said transactions and the documents related thereto; NOW, THEREFORE, the City Council of the City of Palo Alto does hereby RESOL VB as follows: SECTION 1. Approval of Paying Agent Agreement. The proposed form of paying agent agreement dated as of June 1, 2010, by and between the City and U.S. Bank National Association (the "Paying Agent"), which is on file with the City Clerk (the "Paying Agent Agreement") is hereby approved, and the City Manager and Director of Administrative Services (the "Authorized Officers", and individually, an "Authorized Officer") are hereby separately authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Paying Agent Agreement in substantially said form, with said additions thereto (including the insertion of the maturity dates, principal amounts and interest rates of the Bonds) and changes therein as the Authorized Officer may approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Council hereby authorizes the issuance of the Bonds pursuant to the Paying Agent Agreement, and the performance by the City of its obligations under the Paying Agent Agreement. The selection of U.S. Bank National Association, as Paying Agent is hereby approved and ratified. 100503 sh 8261318 1 SECTION 2. Approval of Form of Bonds. The form of Bonds set forth in Exhibit A to the Paying Agent Agreement is hereby approved, and the City Manager is hereby authorized and directed to execute the Bonds, and the City Clerk to countersign in the name and on behalf of the City and under its seal, and to cause the delivery thereof as provided for below. SECTION 3. Sale and Issuance of Bonds. The Bonds shall be sold by competitive sale, provided that (a) the true interest cost of the Bonds shall not exceed 5.50% per annum, (b) the principal amount of the Bonds shall not exceed $60,000,000, and (c) the final maturity date of the Bonds shall not be more than thirty~one (31) years from the date of issuance. The Authorized Officers are hereby separately authorized and directed to evidence the City's acceptance of an offer to purchase the Bonds following competitive bidding pursuant to the Official Notice of Sale relating to the competitive sale of the Bonds (the "Official Notice of Sale"). The City Council hereby approves the Official Notice of Sale in substantially the form on file with the City Clerk. Jones Hall, A Professional Law Corporation, as bond counsel to the City, is hereby authorized and directed to cause a Notice of Intention to Sell Bonds, in form and substance acceptable to said firm, to be published once in The Bond Buyer in accordance with Section 53692 of the California Government Code. SECTION 4. Approval of Preliminary and Final Official Statement. Quint & Thimmig LLP, as disclosure counsel to the City, has prepared a preliminary official statement describing the Bonds (the "Preliminary Official Statement"). The City Council hereby approves the Preliminary Official' Statement in the form presented to the Council at this meeting. The Authorized Officer is hereby authorized and directed to execute a certificate to the effect that the Preliminary Official Statement was deemed "final" as of its date for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934, and the Authorized Officer is hereby authorized to so deem such Preliminary Official Statement finaL The execution of the final Official Statement (the "Official Statement"), which shall include such changes and additions to the Preliminary Official Statement deemed advisable by the Authorized Officer or any other qualified officer of the City and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Official Statement by the City. The City Council authorizes the distribution by Stone & Youngberg LLC (the "Financial Advisor") of the Official Statement to prospective purchasers of the Bonds. The Authorized Officer is authorized and directed to execute the Official Statement and a statement that the facts contained in the Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Bonds, true and correct in all material respects and that the Official Statement did not, on the date of sale of the Bonds, and does not, as of the date of delivery of the Bonds, contain any untrue statement of a material fact with respect to the City or omit to state material facts with respect to the City required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The Authorized Officer shall take such further actions prior to the signing of the Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. 100503 sh 8261318 2 , SECTION 5. Delegation of Authority to Authorized Officers. The Authorized Officers are hereby authorized and directed to execute, sign and deliver any and all approvals, certificates, statements, requests, requisitions and orders of the City in connection with the sale and issuance of the Bonds, the purchase of the Bonds and the other transactions described herein. The Authorized Officers may authorize such other officers of the City as they deem appropriate to undertake any of the actions which he is authorized or directed to undertake pursuant hereto. SECTION 6. General Authority. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the transactions described herein or to otheiwise effectuate the purposes of this resolution, including preparing, or causing to be prepared, and executing all appropriate disclosure documents relating to the Bonds and agreements necessary to comply with the disclosure requirements ofRu1e 15c2-12, as amended, of the Securities and Exchange Commission. Any such actions previously taken by such officers are hereby ratified and confirmed. SECTION 7. Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect any remaining provisions hereof. SECTION 8. Effective Date. This resolution shall take effect from and after the date of its passage and adoption. II II II II II II II II II II II 100503 sh 8261318 3