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Home My WebLink About0148.092I , , - February 20, 1992 HONORABLE CITY COUNCIL Palo Alto, Calitornia 6 .'SOLUTION -~IVI~ CrMTER lt12 CERTIFICAT~S OF PART:CIPATION Members of the Council: The purpose of this report is to ~ecommend adoption of a resolution for the Council to authorize the sale of the 1992 Civic center Certificates of Participation at a rate not to exceed 7 percent. The official stat.ement, legal documents and purchase agreement were presented in a prior staff report (CMR:l11:92), ~hich was app~oved by the Finance Committee on January 14, 1992. Background In a January 9,1992 staff report (CMR:lll:92) to the Finance Committee, staff provided the official statement, legal documents and pULchase agreement for the sale of the Certificates of Participation from the Palo Alto public Improvement Corporation to Security Pacific National Bank~ The Finance committee reviewed these documents at the January 14, 1992 meeting and recommended the refinancing of the existing Certificates of Participation and financing fOl" structural improvementa to the Police wing and retrofitting a portioll of the Civic Center for a fire sprinkler system. This item is returning to the full Council for approval. CMR:148:92 -~IIIIiI·r"·""'''''''---'''-~-'''''-"--,~'" 1,L..... ,~~~;C: - - ae.olution The attached resolution authorizes approval of the various documents, preliminary official statement, purchase agreement and authori ty to conS'.lm.-oate the transaction. In the a.pproval of the purchase aqreement, the council is authori.<.ing the sale of Certificates of Participation in an amount not to exceed $8,500,000, at rates not to exceed 7 percent, Recouendatio!l; Staff recommends that the Council authorize the Mayor, City Manager and Finance Director to sign the official statement, legal documents, purchase agreement and :attached Resolution and make anr changes necessary to complete the financing~ Respectfully submitted, ~~~~ft.~ ~RboN B. FORD Treasury Manager "ifi£. tj~~D LY HARP.ISO ~1 lector of F n i , e V er Related Staff Reports: CMR: 148:92 CMR:570:0 CMR:405:91 CMR:417:91 CMR:42J:91 CMR:446:91 CMR:l11:92 2 Inr1' - RESOLUTION NO. RESOLUTION OF THE COUNCIL OF ii-if"" CIT'X' OF PALO ALTO APPROVING AN~ AU,]'HORI2IN'G EXECUTION OF LEASE AGREEMENT AND RELATED DOCu~ENTS CITY OF PALO ALTO, CALIFORNIA PALO ALTO CIVIC CENTER 1992 REFINANCING AND IMPROVEMENT ?ROJEC:T RESOLVED, by the City Council of the City cf Palo Alto, Santa Clara County, California, that: WHEREAS, the City of Palo Alto (the "City") is attempting to determine ...... hether it is necessary to refinance certain obliga tions ~ith respect to and to finance certain additional improve ments to be made to the Palo Alto civic center (the ~civic center~l and the palo Alto Public Improvement Corporation (the "Corpora tion") duly exists for the purpose of assisting the City in said refinancing and financing; WHEREAS~ it is proposed that the City enter into a Termination Agreement with respect to the Site Lease and Lease Agreement Relating to the Palo Alto Civic Center (the -1983 Lease Aqreement-) utilized to accomplish the initial financing in ~98J and e: new Site and Facility Lease and new Lease Agreement whereby the City leases the Site and the Civic Center to the Corporation and the Corporation agrees to improve the Civic Center by construc tion of the 1992 Project and to lease the improved civic Center bac~ to the City, for the purpose of such financing and refinanc ing, by causing Bank of America National Trust and Savings Association, as Trustee, to issue certificates of participation (the nCertificates"} in the lease payments payable oy the City to the Corporation unrler the leaseback; WHEREAS, the CitJ" has cat:sed to be prepared and presented to this meeting varioLJs documents 3.nd instrum.::nts, all of which are necessary to the consummation of the transaction and whi:::h are hereafter enumerated and identified; and WHERE}O.S, it appears that each of said documents and instruments which are now before this meeting is in substantially appropriate form and is an approp~iate document or instru~ent to be executed and delivered for the purposes intended; NOW~ THEREFORE, the council of the City of Palo Alto does RESOLVE as follows: SECTION 1.. A.pproval of Various Documents. That each of the follo~ing documents is hereby approved and the Mayor or Vice Mayor is authorized to execute and the City Clerk is authorized to attest, to affix the official seal of the City to and to deliver each of tha follo~inq documents! 1 • • • - oj bJ The Termination Agree~ent ' .... 1 th Bank of America National Trus~ and Savings Association, as Trustee, and the corporation; The Site and Facility Lease "'ith the Corporation; c) The Lease Agreement '",-ith the Corporation; d) The Trust Agree~ent ~ith Bank of America Nation al Trust and Savings Association, as Tr.;.stee, and the Corporation; e) The Agenqr Agreement "With the Corporation,' ar.d f) The Eserm.' Deposit arid Trust Agreement .. ittl Bank of America National Trust and Savings Associa ~ion. as Escrow Holder 'i'he foragoing author! zation appl ies to each of tr.e foregoing docunlent5 in substantially t.he form presented to this meeting or ..... ith such changes as may be approved by the officers of the City executing the same, such execution thereof to constitute conclusive evidencE of the approval of such officers and of the City of all changes from the form of each such document presented to this lneeting, which form of document. respectively, is hereby in all respects approved and incorporated by reference and made a part hereof. SECTION 2. Approval of Preliminary Official Statement. That the Prl?l irninary Official Stat02;r.ent pertaining tc the offer and sale ot the Certificates and its use by security Pacific National Bank in the offer and sale of the Certificates, is hereby approved and the Mayor of the City is hereby authorized and directed to execute and deliver the Preliminary Official Staten..ent in sUbstan tially the fonn presented to tt.is lJ.=:.eting or 'With such changes as may be ":3.pproved by the officer of the city executing the same, execution thereof to constitute conclusive evidence of the approval by such officer and i:he City of all chan';res from the !orm of such Preliminary Official Statern~nt present to this meeting, ~hich form of Preliminar:r~ Official statement is hereby in all respects approved and incorporated by reference and made a part hereof~ The Council hereb:r~ approves the Preliminary Official statement. The Mayor, Vice Mayor, Ci t:{ Manager and Director of Finance are hereby separately authorized to execute an appropriate certificate stating the City's determination that the Preliminary Official Statement has been deemed final within the meaning of Rule 15c2-12 of the securities Ex~hange Act of 1934. Security Pacific National Bank~ as Underwriter, is hereby a:.:thorized to cause copies of the preliminary Official Statement to be printed and distributed to prospective investor.s in the Certificates. SECTION 3. Approval of Purchase Agreement. That the offer, sale and delivery of the certificate.s is hereby authorized, the form of Purchase Agreement anong the Corporation, t.he citr, the 2 92()l19 .)'n 007016 r "" ~ I c -" - "" . - -. Trustee and. security Pacific National· Bank is t.ereby approved and the Mayor of the city is hereby authorized and directed to execute and deliver the Purchase Agreem-ent in substantially the form presented to this meeting or with such changes as may be approved :by the City and the officer of the City executing the same, such. ofticerts execution thereof to constitute conclusive evidence of such officer's approval and the approval of the City of all changes from the form of Purchase Agreement prese~ted to this me.sting, which form of Purchase Agreement is hereb~{ in all respects approved and incorporated by reference and made a part hereof; provided, howevar, that the Mayor, in cooperation .ith the City Manger and Director of Finance of the City, is hereb~~ authorized to determine the following matters .... lth respect to the Certificates: (a) the date of sale of the certificates; provided, that such date shall be no later than July 1, 1992; {b) the aggregate principdl amount of the Certificates to be issued and sold under the L~ase Agreement and pursuant hereto, but not to exceed $8 1 500,000; (c) the respective maturity dates and principal ai'!'lOllnts of the Certificates of each maturity, provided, that the final maturity date shall be no later than March 1, 2012: (a) the sinking fund installments, if any, 'With respect to any terIlJ Certificates.: (e) the discount at which the Certificates are to be sold to the Unden,rriter, hut not to exceed one and twenty-five hundredths percent (1.25%) of the par amount thereof; (f) the ninimu~ percentage of par at which any Term Bonds may be sold to the investing public shall be ninety-seven percent (97\) of par~ and (g) the resp;ctive rates of interest to be borne by the Certificates of each maturity, provided that the average interest rate on the Cert:ificat~s as a whole shall not exceed seven percent (7%). SECTION 4. Authority to Consummate Transaction. The Mayor, Vice Mayor, :ity Clerk, city Manager, Director of Finance and their respective assistants and other proper officers of the City are hereby authorized and directed to execute and deliver any and all papers and instruments and to do dnd cause to be done any and a11 acts and things nec~ssary or proper for carrying out the transaction contemplated by this Resolution. S . .ECTION 5. The City Council hereby finds that the passage of this resolution is not a project undoer the California Environmental Quality Act and, therefore, no environmental impact assessment is necessary. INTRODUCED AND PASSED: AYES: NOES: ABSENr: ABSTENTIONS: 3 92021'11')'11 oo701M ~, , ATTEST' City Clerk APi'ROVED AS TQ FeID!: ~ONES HALL HILL , WHITE, A profe.ssional La .... ' Corporation By Kenneth I~JOnes. Preside~t 8c"nd Counsel APPROVED: Director of finance Assistant City Attorney 4 , ,I