HomeMy WebLinkAbout1999-157
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RESOLUTION NO. 1999-157
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO, CALIFORNIA, REGARDING THE
HOLDING OF A PUBLIC HEARING, APPROVING THAT
CERTAIN LEASE IN AN AMOUNT NOT TO EXCEED
$12,000,000 IN CONNECTION WITH THE SALE AND
DELIVERY OF CERTIFICATES OF PARTICIPATION, AND
APPROVING AND AUTHORIZING THE EXECUTION AND
DELIVERY OF THE FORM OF LEGAL DOCUMENTS RELATED
THERETO
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WHEREAS, the City of San Bernardino (the "City") is a
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municipal corporation and a charter city duly created and
existing pursuant to the Constitution and the laws of the State
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of California; and
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WHEREAS, the San Bernardino Joint Powers Financing
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Authority (the "Authority") is a joint powers authority organized
and existing under Article 1, Chapter 5, Division 7, Title 1 of
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the Government Code (commencing with Section 6500) and has full
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right, power and authority to purchase, sell and lease both
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personal and real property to assist the City of San Bernardino
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in the financing of capital projects; and
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WHEREAS, the City has requested that the Authority
assist the City in the refunding of Refunding Certificates of
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Participation (South Valle Public Improvements Project) dated
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April 1,
1987
(the "South Valle Certificates")
and the
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Certificates of Participation (1995 Police Station Financing
Project) dated April 1, 1995 (the "Police Station COP's" and
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collectively with the South Valle Certificates the "Prior
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Certificates"); and
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1999-157
,
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2 WHEREAS, pursuant to two Site and Facility Leases (the
3 "Site and Facility Leases"), the City will lease to the Authority
4 the City police station (the "Police Station") and various street
5 improvements in the South Valle Redevelopment Project Area (the
6 "South Valle Improvements" and with the Police Station the
7 "Project"); and
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9 WHEREAS, the Authority will lease the Project back to
10 the City pursuant to two Lease Agreements by and between the
11 Authority and the City (the "Lease Agreements"), and assign its
12 participation rights to receive lease payments under the Lease
13 Agreements (the "Certificates of Participation") to a trustee;
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16 WHEREAS, Miller & Schroeder Financial, Inc., as
17 prospective underwriter of the Certificates of Participation (the
18 "Underwriter") has informed the City that it intends to submit an
19 offer to purchase the Certificates of Participation; and
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21 WHEREAS, pursuant to California Government Code Section
22 6586.5, the sale and delivery of the Certificates of
23 Participation must be approved after a public hearing held by the
24 member jurisdiction within which territorial limits the Project
25 is located; and
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1 WHEREAS, the City Clerk has caused the publication of
2 a notice of public hearing which has been held in accordance with
3 the requirements of the aforementioned law; and
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5 WHEREAS, the City deems it advisable to approve the
6 Lease Agreements and the transactions contemplated thereby
7 including the sale and delivery of not to exceed $12,000,000
8 Certificates of Participation (Police Station and South Valle
9 Projects) (the "Certificates of Participation") and seeks at this
10 time to approve said transactions and documentation in the public
11 interests of the City; and
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13 WHEREAS, in the event that the market interest rate
14 will not support the refunding of the Police Station Certificates
15 at a net interest cost of 5.50% or less, then the Police Station
16 Certificates and the South Valle Certificates will be refunded at
17 different times rather than as one transaction, but in no event
18 later than November 1, 1999.
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20 NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE
21 CITY OF SAN BERNARDINO, CALIFORNIA, DO HEREBY FIND, RESOLVE,
22 DETERMINE AND ORDER, AS FOLLOWS:
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24 Section 1. Findinas: Sale and Deliverv of the
25 Certificates of Participation: Approval of Form of Trust
26 Aareement: Authorization and Direction of Preparation of Final
27 Form Thereof. The Mayor and Common Council hereby approve the
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1 financing described above and find and determine that said
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2 financing will result in significant public benefits to the City
3 and its residents in accordance with Section 6586 of the
4 California Government Code. The City hereby authorizes the sale
5 and delivery of the Certificates of Participation under and
6 pursuant to the Act and the trust agreement on file with the City
7 Clerk (the "Trust Agreement") in the principal amount not to
8 exceed $12,000,000 and the preparation of certain financing
9 documents related thereto which are necessary to carry out the
10 sale and delivery of the Certificates of Participation by the
11 City. The City hereby approves the form of Trust Agreement as
12 presently on file with the City Clerk with such changes thereto
13 as may be approved by the City Attorney or Special Counsel and as
14 necessary to incorporate such other terms and conditions with
15 respect to the Certificates of Participation when such terms and
16 conditions have been ascertained. The City hereby further
17 authorizes and directs that the form of Trust Agreement presently
18 on file with the City Clerk be converted into the final form of
19 Trust Agreement, authorizing the sale and delivery of the
20 Certificates of Participation together with such changes or
21 modifications as deemed necessary or desirable by the City
22 Attorney or Special Counsel. The Mayor or such other authorized
23 officer of the City is hereby authorized and directed to execute
24 and deliver, and the City Clerk is hereby authorized and directed
25 to attest to, the final form of the Trust Agreement when the same
26 has been prepared for and in the name of the City, and such
27 execution and delivery shall be deemed to be conclusive evidence
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of the approval thereof. The City hereby authorizes the delivery
and performance of the Trust Agreement.
Section 2.
Approval of Final Forms of Site and
Facility Leases and Lease Agreements. The City hereby approves
the forms of Site and Facility Leases and Lease Agreements
presently on file with the City Clerk together with any changes
therein or additions thereto as may be approved by the City
Attorney or Special Counsel. The City hereby further authorizes
and directs that the forms of Site and Facility Leases and Lease
Agreements presently on file with the City Clerk be converted
into the final forms thereof, together with such changes or
modifications as deemed necessary or desirable by the City
Attorney or Special Counsel. The Mayor or such other authorized
officer of the City is hereby authorized and directed to execute
and deliver, and the City Clerk is hereby authorized and directed
to attest to, the final forms of the Site and Facility Leases and
Lease Agreements when the same have been prepared and such
execution and delivery shall be deemed to be conclusive evidence
of the approval thereof. The City hereby authorizes the delivery
and performance of the Site and Facility Leases and the Lease
Agreements.
Section 3. Preliminary Official Statement and
Official Statement. The City hereby approves the form of the
Preliminary Official Statement (the ~Preliminary Official
Statement")
presently on file with the City Clerk and
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acknowledges that said document is in substantially final form in
accordance with Rule l5c2-12 of the Securities Exchange Act of
1934. The City further authorizes the distribution of the
Preliminary Official Statement as shall be necessary or required
in connection with the sale of the Certificates of Participation
to prospective purchasers thereof. The City hereby authorizes
and directs that the Preliminary Official Statement be converted
to a final Official Statement together with such changes or
modifications as deemed desirable or necessary in the sale and
marketing of the Bonds and as approved by the Mayor upon the
recommendation of Special Counsel. The City hereby authorizes
distribution of the Preliminary Official Statement and the final
Official Statement by the Underwriter when the same have been
prepared. The Mayor is hereby authorized and directed to execute
the final form of said Official Statement in the name and on
behalf of the City and to deliver the same
upon execution thereof, together with
modifications approved by the Mayor.
to the Underwriter
the
changes
or
Section 4. ADDroval of Final Form of Continuing
Disclosure Aareement. The City hereby approves the form of
Continuing Disclosure Agreement presently on file with the City
Clerk together with any changes therein or additions thereto as
may be approved by the Mayor and as necessary to incorporate
certain terms and conditions when such terms and conditions have
been ascertained. The City hereby further authorizes and directs
that the form of Continuing Disclosure Agreement presently on
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1 file with the City Clerk be converted into the final form
2 thereof, together with such changes or modifications as deemed
3 necessary or desirable by the Mayor upon the recommendation of
4 Special Counsel. The Mayor or such other authorized officer of
5 the City is hereby authorized and directed to execute and
6 deliver, and the City Clerk or Assistant City Clerk is hereby
7 authorized and directed to attest to, the final form of the
8 Continuing Disclosure Agreement when the same has been prepared
9 and such execution and delivery shall be deemed to be conclusive
10 evidence of the approval thereof.
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12 Section 5. ADDroval of Purchase Aareement. The
13 City hereby approves the sale of the Certificates of
14 Participation, pursuant to the purchase agreement prepared by the
15 Underwriter and on file with the City Clerk (the "Purchase
16 Agreement"), and the sale of the Certificates of Participation
17 pursuant to the Purchase Agreement is hereby approved. The City
18 hereby further approves the form of Purchase Agreement as
19 presently on file with the City Clerk, together with any changes
20 therein or additions thereto approved by the City Attorney or
21 Special Counsel, and as necessary to incorporate such other terms
22 and conditions when such terms and conditions have been
23 ascertained. The City hereby authorizes and directs the
24 Underwriter to cause the preparation of the final Purchase
25 Agreement of which such terms are a part, and the Mayor or such
26 other authorized officer of the City is hereby authorized and
27 directed to evidence the City's acceptance of the offer made by
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the Purchase Agreement by executing and delivering the Purchase
Agreement in said form as on file with such changes therein as
the officer or the officers executing the same may approve, such
approval to be conclusively evidenced by the execution and
delivery thereof.
Section 6. ApDroval of Reimbursement Aareement.
The City hereby approves the Reimbursement Agreement between the
City and the Redevelopment Agency of the City of San Bernardino
(the "Agency") in the form on file with the City Clerk (the
"Reimbursement Agreement") together with any changes therein or
additions thereto approved by the officer executing the same and
the City Attorney or Special Counsel, and as necessary to
incorporate such other terms and conditions when such terms and
condi tions have been ascertained. The Mayor or such other
authorized officer of the City is hereby authorized and directed
to execute the final Reimbursement Agreement when the same has
been prepared and said execution shall be conclusive evidence of
the execution and delivery thereof.
Section 7. Official Action. The Mayor, City
Clerk, City Attorney, Special Counsel any and all other officers
of the City are hereby authorized and directed, for and in the
name and on behalf of the City, to do any and all things and take
any and all actions, including execution and delivery of any and
all assignments, certificates, requisitions, agreements, notices,
instruments
consents,
of
conveyance,
warrants
and other
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1 documents, which they, or any of them, may deem necessary or
2 advisable in order to consummate the lawful sale and delivery of
3 the Certificates of Participation as described herein. Whenever
4 in this Resolution any officer of the City is authorized to
5 execute or countersign any document or take any action, such
6 execution, countersigning or action may be taken on behalf of
7 such officer by any person designated by such officer to act on
8 his or her behalf in the case such officer shall be absent or
9 unavailable. The City hereby appoints its Mayor as agent of the
10 City for purposes of executing any and all documents and
11 instruments which any officer of the City is authorized to
12 execute hereunder.
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14 Section 8. Approval of Financina Team. The City
15 hereby approves the following firms for the financing described
16 herein:
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Sabo & Green, P.C. Special Counsel
Miller & Schroeder Financial Underwriter
Hinshaw & Culbertson Underwriter's Counsel
U.S. Bank Trust Nat'l Assoc. Trustee
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1999-157
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO, CALIFORNIA, REGARDING THE HOLDING OF A PUBLIC
2 HEARING, APPROVING THAT CERTAIN LEASE IN AN AMOUNT NOT TO EXCEED
$12,000,000 IN CONNECTION WITH THE SALE AND DELIVERY OF
3 CERTIFICATES OF PARTICIPATION, AND APPROVING AND AUTHORIZING THE
EXECUTION AND DELIVERY OF THE FORM OF LEGAL DOCUMENTS RELATED
4 THERETO
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Section 9.
Effective Date.
The findings and
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determinations herein shall be final and conclusive.
This
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Resolution shall take effect upon the date of its adoption.
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I HEREBY CERTIFY that the foregoing Resolution was duly
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adopted by the Mayor and Common Council of the City of
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San Bernardino at a jnint- r""qnl::llr
meeting
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thereof, held on the
21st
day of
June
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1999, by the following vote, to wit:
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ABSTAIN
ABSENT
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~~.h<~
i Clerk
hereby approved this
of