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HomeMy WebLinkAboutRESO 9334Resolution No. 9334 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 $20,695,000, Authorizing and Directing the Execution of a Paying Agent Agreement and Certain Other Related Documents, and Authorizing Actions Related Thereto . RECITALS A. 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. B. Pursuant to the authorization received at such election, and the authorization contained in the applicable provisions of California law, including Chapter 4 (commencing with section 43600) of Division 4 of Title 4 of the California Government Code and Section 53506 et seq. of the California Government Code (collec:tively, the "Act"), the City issued the first series of the general obligation bonds authorized as described above (the "Bonds") in the principal amount of $55,305,000 on June 30, 2010. C. Pursuant to the authorization received at such election, and the authorization contained in the Act, the City intends to issue the second and final series of the Bonds pursuant to the Paying Agent Agreement (defined below) in a principal amount of $20,695,000, to be designated as the "City of Palo Alto General Obligation Bonds, Election of 2008, Series 2013A" (the "Series 2013A Bonds" .. D. 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 COUNCIL OF THE CITY OF PALO ALTO does resolve AS FOLLOWS: SECTION 1. Approval of Paying Agent Agreement. The proposed form of paying agent agreement dated as of June 1, 2013, 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 the form, with the additions thereto (including the insertion of the maturity dates, principal amounts and interest rates of the Series 2013A Bonds) 1 130416 dm 00710193 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 Seri.es 2013A 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. SECTION 2. Approval of Form of Series 2013A Bonds. The form of Series 2013A 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 Series 2013A 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 Series 2013A Bonds. The Series 2013A Bonds shall be sold by competitive sale, provided that (a) the true interest cost of the Series 2013A Bonds shall not exceed 4.2% per annum, (b) the principal amount ofthe Series 2013A Bonds shall not exceed $20,695,000, and (c) the final maturity date of the Series 2013A Bonds shall not extend beyond August 1, 2043. The Authorized Officers are hereby separately authorized and directed to evidence the City's acceptance of an offer to purchase the Series 2013A Bonds following competitive bidding pursuant to the Official Notice of Sale relating to the competitive sale of the Series 2013A Bonds (the IIOfficial Notice of SaleJl). 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 the firm, to be published once in The Bond Buyer in accordance with Section 53692 of the California Government Code. SECTION 4. Approva'i of Preliminary and Final Official Statement. Quint & Thimmig LLP, as disclosure counsel to the City, has prepared a preliminary official statement describing the Series 2013A Bonds (the IIPreliminary Official StatementJl ). 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 IIOfficial StatementJl), which shall include such changes and additions to the Preliminary Official Statement deemed advisable by the Authorized Officer or any other qualified offieerof the City and such information permitted to ~e 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 Public Financial Management, Inc. (the IIFinancial AdvisorJl) of the Official Statement to prospective purchasers of the Series 2013A Bonds. 2 130401 dm 00710193 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 Series 2013A Bonds, true and correct in all material respects and that the Official Statement did not, on the date of sale of the Series 2013A Bonds, and does not, as of the date of delivery of the Series 2013A 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 fake such further actions prior to the signing of the Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. 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 Series 2013A Bonds, the purchase of the Series 2013A 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 otherwise effectuate the purposes of this resolution, including preparing, or causing to be prepared, and executing all appropriate disclosure documents relating to the Series 2013A Bonds and agreements necessary to comply with the disclosure requirements of Rule 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 ofthis 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 3 130401 dm 00710193 SECTION 9. CEQA Finding. The Council finds that this resolution is not a project under the California Environmental Quality Act and, therefore, no environmental impact assessment is necessary. INTRODUCED AND PASSED: May 6, 2013 AYES: Berman, Burt, Holman, Klein, Price, Scharff, Schmid, Shepherd NOES: ABSENT: Kniss ABSTENTIONS: ._--_. __ ...... Mayor APPROVED AS TO FORM: APPROVED: ----l.", _ Senior Assistant City Attorney I HEREBY CERTIFY that the foregoing resolution was duly and regularly passed and adopted by the City Council of the City of Palo Alto at a regular meeting thereof held on the It:Dt.... day of ~ 2013, and that the foregoing is a full, true and correct copy of said Resolution. 4 130401 dm 00710193