HomeMy WebLinkAboutReso 047-93 CivCntr COP SaleRESOLUTION NO. 47 - 93
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN
AUTHORIZING THE EXECUTION, DELIVERY AND SALE OF
REFUNDING CERTIFICATES OF PARTICIPATION, AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST
AGREEMENT, A LEASE AGREEMENT, AN ESCROW AGREEMENT, A
PURCHASE CONTRACT AND AN OFFICIAL STATEMENT AND
CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH
WHEREAS, the City of Dublin (the "City") is a municipal
corporation duly organized and existing under the laws of the
State of California (the "State"); and
WHEREAS, in order to refinance the acquisition,
construction, remodeling and/or improvement of certain real
property and public facilities comprising the City's Civic
Center (collectively, the "Project") the City and Dublin
Information, Inc. (the "Corporation") have previously entered
into an Amended and Restated Lease Agreement, dated as of
March 1, 1988 (the "Prior Lease"), whereby the Corporation
agreed to lease the Project and the site thereof (the "Site")
to the City and the City agreed to lease the Project and the
Site from the Lessor; and
WHEREAS, for the purpose of obtaining the moneys required
to be deposited by it with the Trustee (as defined below) for
refinancing the Project, the Lessee has previously caused to be
executed and delivered its 1988 Refunding Certificates of
Participation (Civic Center Project) in the original agg.regate
principal amount of $17,230,000 (the "Refunded Certificates"),
each evidencing the proportionate interests in lease payments
made by the City under the Prior Lease; and
WHEREAS, the City has determined that it is in the best
interests of the City to provide for the refinancing of the
City's obligations under the Prior Lease and, as a result
thereof, to refund the Refunded Certificates; and
WHEREAS, the City has determined that it is in its best
interests to sell and deliver pursuant to the Trust Agreement
(the "Trust Agreement"), by and among the City, the Corporation
and First Interstate Bank of California, as trustee (the
"Trustee') Certificates of Participation (1993 Civic Center
Refunding Project), in an aggregate principal amount not to
exceed $19,000,000 (the "Certificates"), evidencing the
proportionate interest in lease payments to be made by the
City, pursuant to the Lease Agreement (the "Lease Agreement"),
by and between the City and the Corporation; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF DUBLIN AS FOLLOWS:
SECTION 1. Findings. The City hereby specifically finds
and declares that the actions authorized hereby constitute and
are with respect to municipal affairs of the City.
SECTION 2. AuthorizatiOn Of Certificates. The City hereby
expresses its intention of refinancing the Project through the
preparation, sale and delivery of the Certificates in an amount
not to exceed $19,000,000.
SECTION 3. Lease Agreement. The form of Lease Agreement,
presented to this meeting and on file with the City Clerk of
the City (the "City Clerk'), is hereby approved. The City
Manager, the Assistant City Manager or the Finance Director or
such other person as shall have been designated by such
officers is hereby authorized and directed, for and in.the name
and on behalf of the City, to execute, acknowledge and deliver
to the Corporation said Lease Agreement in substantially said
form, with such changes therein as such officer may require or
approve, such approval to be conclusively evidenced by the
execution and delivery thereof.
SECTION 4. Trust Agreement. The form of Trust Agreement
presented to this meeting and on file with the City Clerk is
hereby approved. The City Manager, the Assistant City Manager
or the Finance Director or such other person as shall have been
designated by such officers is hereby authorized and directed,
for and in the name and on behalf of the City, to execute and
deliver to the Corporation and the trustee thereunder (.the.
"Trustee") said Trust Agreement in substantially said form,
with such changes therein as such officer may require or
approve, such approval to be conclusively evidenced by the
execution and delivery thereof.
SECTION 5. Escrow Agreement. The form of Escrow Agreement
presented to this meeting and on file with the City Clerk is
hereby approved. The City Manager, the Assistant City Manager
or the Finance Director or such other person as shall have been
designated by such officers is hereby authorized and directed,
for and in the name andon behalf of the City, to execute and
deliver to the Trustee said Escrow Agreement in substantially
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said form, with such changes therein as such officer may
require or approve, such approval to be conclusively evidenced
by the execution and delivery thereof.
SECTION 6. Contract of Purchase. The form of Certificate
Purchase Agreement (the 'Purchase Contract") providing for the
purchase of the Certificates by Rauscher Pierce Refsnes, Inc.
(the "Underwriter") presented to this meeting and on file with
the City Clerk is hereby approved. The City Manager, the
Assistant City Manager or the Finance Director or such other
person as shall have been designated by such officers is hereby
authorized and directed, for and in the name and on behalf of
the City, to execute and deliver to the Underwriter said
Purchase Contract in substantially said form, with such changes
therein as such officer may require or approve, such approval
to be conclusively evidenced by the execution and delivery
thereof; provided, however, that the true interest cost with
respect to the Certificates shall not exceed 6.5%, the
underwriting discount (not including original issue discount)
with respect to the Certificates shall not exceed 1.4% and the
principal amount of the Certificates shall not exceed
$19,000,000.
'SECTION 7. Preliminary Official Statement. The form of
Preliminary Official Statement (the "Preliminary Official
Statement") relating to the Certificates, presented to this
meeting and on file with the City Clerk, is hereby approved.
The Preliminary Official Statement in substantially said form,
with such changes as the officers designated below may require
or approve, such approval to be conclusively evidenced by the
execution and delivery thereof, shall hereinafter be referred
to as the "Official Statement." The City Manager, the
Assistant City Manager or the Finance Director or such other
person as shall have been designated by such officers is hereby
authorized and directed, for and in the name and on behalf of
the City, to execute and deliver to the Underwriter said
Official Statement and to execute a certificate as to the
finality of the Preliminary Official Statement with respect to
SEC Rule 15c2-12 under the Securities and Exchange Act of
1934. The Underwriter is hereby authorized to distribute
copies of the Preliminary Official Statement and the Official
Statement to persons who may be interested in the purchase of
the Certificates, and the Underwriter is further directed to
deliver copies of any final Official Statement to all actual
purchasers of the Certificates.
SECTION 8. Attestations. The City Clerk is hereby
authorized and directed to attest the signature of the City
Manager, the Assistant City Manager or the Finance Director and
to affix and attest the seal of the City, as may be required or
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appropriate in connection with the execution and delivery of
said Lease Agreement, Trust Agreement, Escrow Agreement,
Purchase Contract or related documents.
SECTION 9. Other Actions. The City Manager, the Assistant
City Manager or the Finance Director and such other officers of
the City as have been designated by the City Manager, the
Assistant City Manager or the Finance Director are hereby
authorized and directed, jointly and severally, to do any and
all things which they may deem necessary or advisable in order
toconsummate the sale of the Certificates, including, without
limitation, negotiations with and selection of an insurer to
provide bond insurance on the Certificates, including without
limitation approval of all changes to the Lease Agreement and
Trust Agreement requested by any such insurer which is
selected, and otherwise to carry out, give effect to and comply
with the terms and intent of this Resolution. Such actions
heretofore taken by such officers in connection with the
foregoing are hereby ratified, confirmed and approved.
SECTION 10. Effect. This Resolution shall take effect
immediately upon its passage.
PASSED AND ADOPTED this 10th of May, 1993 by the following vote:
AYES:
NOES: None
ABSENT: None
ABSTAIN: None
Councilmembers Burton, Houston, Howard, Moffatt & Mayor Snyder
Mayo r
[ SEAL ]
Attest:
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