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HomeMy WebLinkAboutAgenda Report - July 20, 1988 (67)C 0 ., N C I L C 0 M M U N I CA. ION TO = THE CITY COUNCIL FROM: THE CITY MANAGERS OFFICE COUNCIL NIFENG DATE JULY 20, 1988 SUBJECT: ADOPT RESOLUTION APIROV SKS, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN INSTALLMENT SALE FINANCING DOCUMENTS, APPROVING A PURCHASE AGREEMENT, APPROVING THE FORM AND AUTHORIZING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING ArID SALE OF CERTIFICATES OF PARTICIPATION, ANS AUTHORIZING AND DIRECTING CERTAIN ACTUISS )AM RESPECT THERETO (1988 WASTEWATER TREATMENT PLANT EXPANSION PROJECT) PREPARED BY: City Manager RECOMMENDED ACTION That the City Council adopt Resolution No. 88-96 approving, authorizing and directing execution of certain i nsta i lment sale financing documents, approving a purchase agreement, approving the form and authorizing distribution of a preliminary official statement in connection with the offering and sale of certificates of participation, and authorizing and directing certain actions with respect thereto (1988 Wastewater Treatment Plant Expansion Project). BACKGROUND Il4;0RMATUN This is the final step requiring City Council action in the financing of the White Slough Water Pollution Control Plant expansion project. This action will be upon the reconvening of the City Councit following a short meeting of the Lodi Public Improvement Corporation to adopt a somewhat similar resolution. Me John Fitzgerald, of Seidler -Fitzgerald Publ is Finance, the bond underwriter, and 1A Brian Quint, of Jones Hall Hill and White, the City's bond counsel, will both be in attendance at Wednesday night's meeting to present this matter. The actual bond closing, at which time the City will receive the funds, will occur Thursday, August 25, 1988 in Los Angeles. Respectfully submitted, Thomas A. Peterson City Manager CITY COUNC IL JAMES W PINKERTON. Jr, Mayor JOHN R (Randy) SNIDER Mayor pro Tzmpore DAVID h1 HINCHMAN EVELYN M OLSON FRED M. REID CITY OF LODI CITY HALL, 221 WEST PINE STREET CALL BOX 3006 LODI, CALIFORNIA 95241-1910 (209)334-5634 TELECOPIER :(209) 333.6795 July 21, 1988 114 Brian D. Quint Attcrney at Law Jones Hall Hill and White Four Embarcadero Center, Suite 150 San Francisco, CA 94111 THOMAS A PETERSON City Manager ALICE ht REIMCHE City Clerk BOB MCNATT City Attorney Re: Certificates of Participation (1988 Wastewater Treatment Plant Expansion Project) Dear Mr. Quint: Enclosed herewith please find three certified copies of Resolution No. 88-7 entitled "Resolution approving, authorizing and directing execution of certain installment sale financing documents and authorizing and directing certain actions with respect thereto (1988 Wastewater Treatment Plant Expansion Project)" which was, adopted by the Lodi Public Improvement Corporation on July 20, 1988. Also enclosed please find three certified copies of Resolution No. 88-96 entitled "Resolution No. 88-95 approving, authorizing and directing execution of certain installment sale financing documents, approving a purchase agreement, approving the form and authorizing distribution of a preliminary official statement in connection with the offering and sale of certificates of participation, and authorizing and directing certain actions with respect thereto (1988 Wastewater Treatment Plant Expansion Project)" which was adopted by the Lodi City Council at its regular meeting of July 20, 1988. Should you have any questions or if vie can provide any additional information, please do not hesitate to call this office. Very truly yours, Alice M. Reimche City Clerk 22023-03 JMMN:9D0:k1a 05106/88 06/07/88 06/29/88 LODI PUBLIC IMPROVEMENT CORPORATION RESOLUTION NO. 88-7 A RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN INSTALLMENT SALE FINANCING DOCUMENTS AND AUTHORIZING A ND DIRECTING CERTAIN ACTIONS WITH RESPE :T THERETO RESOLVED, by the Lodi Public Improvement Corporation (the "Corporation"): 23498 V41 REAS, the City cf Lodi (the "City"), working together with the Corporation, is proposing to proceed with an installment sale financing cf certain public improvements; and WHEREAS, in connection therewith. the City proposes to financethe construction of improvements to its municipal wastewater treatment plant (the "Project") and it is in the public interest and for the public benefit that the Corporation authorize and direct execution cf an installment sale agreement and certain other financing documents in connection therewith: and WHEREAS, the documents below specified have been filed with the Corporation, and t h e Board cf Directors of the Corporation, with t h e aid of its staff, have reviewed said documents; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. The below—enumerated documents be and are hereby approved, and the President, the Vice President and the Treasurer cf the Corporation are hereby separately authorized and directed to execute and deliver said documents, for and in the name and on behalf cf the Corporation. with such changes, insertions and omissions as may be approved by such official, such approval to be conclusively evidenced by the execution of such documents by such official, and the Secretary cf the Corporation is hereby authorized and directed to attest to such official's signature: fa) an installment sale agreement relating to the fmancin cf the Project, between the Corporation, as seller, and the City, as purchaser Fthe "installment Sale Agreement"); (b) a trust agreement by and among the Corporation, the City and Bank of America National Trust and Savings Associaton, San Francisco, California, as trustee (the "Trustee"), relating to the financing and the execution and delivery of certificates cf participation evidencing undivided fractional interests of the owners thereof in installment payments to be made by the City under the Installment Sale Agreement: and (c) an assignment agreement by and between the Corporation and t h e Trustee, pursuant to which the Corporation will assign certain of its rights under the Installment Sale Agreement, including its right to receive installment payments thereunder, to the Trustee. Section 2_ The President, the Vice President, the Treasurer, the Secretary and other officials cf the Corporation are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes cf this resolution and the installment sale financing herein authorized. Section 3. This Resolution shall take effectupon its adoption. hereby certify that the foregoing resolution was duly adopted at a meeting of the Lodi Public Improvement Corporation held on the 20th day of July, 1988, by the following vote: AYES. and in favor of, Directors: Olson, Reid, Snider and Pinkerton NOES. Directors: None ABSENT, Directors: HinchTan sf /f`X AL, A1lrg- M_ Re]mi+e Secretary 22028-03 JHHW:800:k1a 05106!88 06/07/88 06/29/88 07112/88 CITY OF LORI RESOLUTION NO. 88-96 A RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN INSTALLMENTSALE FINANCING DOCUMENTS, APPROVING A PURCHASE AGREEMENT, APPROVING THE FORM AND AUTHORIZING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the City Council of the City cf Lodi, California (the "City"): 23497 WHEREAS. the City, wcrking, together with the Lodi Public Improveme,it Corporation (the "Corporation"), is proposing to proceed with an installment sale financing cf certain public improvements: and WHEREAS, in connection therewith, the City proposes to finance the construction cf improvements to its municipal wastewater treatment plant (the "Project") and it is in the public interest and for the public benefit that the City authorize and direct execution cf an installment sale agreement and certain other financing documents in connection therewith: and WHEREAS, pursuant to the City's authorization. Seidler—Fitzgerald Public Finance (A Division of Seidler Amdec Securities Inc.) (the "Underwriter"), has prepared and presented to the City a form of preliminary official statement containing information material to the offering and sale of the Certificates of Participation described below (the "Preliminary OfficialStatement"); and WHEREAS, the documents specified below have been filed with the City, and the members of the City Council, with the aid of the City staff, have reviewed said documents; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. The below—enumerated documents be and are hereby approved, and the Mayor, City Manager and the Finance Director are hereby separately authorized and directed to execute and deliver said documents for and in the name and on behalf of the City, substantially in the form presented to the City Council at this meeting, together with such changes, insertions and omissions as may be approved by such official, such approval to be conclusively evidenced by the execution of such documents by such official. and the City Clerk is hereby authorized and directed to attest to such official's signature: (a) an installment sale agreement relating to the financing of the Project, between the Corporation. as seller. and the City, as purchaser (the "Installment Sale Agreement"), so long as the stated term of the installment Sale Agreement does not exceed thirty (30) years. so long as the principal amount of the Installment Sale Agreement does not exceed S9,15000,000 and so long as the gross installment payments payable by the City under the Installment Sale Agreement in any year beginning on July 2 and ending on the succeeding July 1 does not exceed 5875,000; and (b) a trust agreement, by and among the City, the Corporation and Bank of America National Trust and Savings Association. San Francisco, California, as trustee (the "Trustee") (the "Trust Agreement"), relating to the financing and t h e execution and delivery cf certificates of participation evidencing undivided fractionai interests cf the owners thereof in installment payments to be made by the City under the Installment Sale Agreement (the "Certificates cf Participation"). Section 2. A purchase agreement by and between the Underwriter and the City relating to the purchase by the Underwriter of the Certificates of Participation. be and is hereby approved, and the Mayor, the City Manager, the Finance Director or any deputy or assistant of the City Manager designated by the City Manager is hereby authorized and directed to execute and deliver said agreement. for and in the name and on behalf of the City, substantially in the form presented to the City Council at this meeting with such changes, insertions and omissions as may be approved by such official, such approval to be conclusively evidenced by the execution of such document by such official; provided that in no event shall the principal amount of the Certificates of Participation exceed $9,500,000, shall the gross installment payments payable by the City under the Installment Sale Agreement exceed $875,000 in any year beginning on July 2 and ending on the succeeding July 1 of shall the Underwriter's discount with respect to the Certificates exceed 6%. Sections. To the best of the City's knowledge, information and belief, the Preliminary Official Statement contains no untrue statement of a material fact with respect to the City or omits to state a material fact with respect to the City required to be stated where necessary to make any statement made therein not misleading in the fight of t he circumstances under which it w a s made. Section 4. The Preliminary Officiat Statement is approved for distribution in connection with the offering and sale of the Certificates cf Participation. Section 5. The Mayor, the City Manager. the Finance Director or any deputy or assistant cf the City Manager designated by the City Manager is authorized to approve corrections and additions to the Preliminary Official Statement by supplement or amendment thereto, or otherwise as appropriate, provided that any such corrections or additions shall be necessary to cause the information contained therein to conform with facts material to the Certificates of Participation, or to the proceedings of the City or such corrections or additions are in form rather than in substance. Section 6 The Mayor, the City Manager, the Finance Director or any deputy or assistant of the City Manager designated by the City Manager s authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official —2— ...... , t ..., .. �t�!1'.+5,��►''.rnY`y '5:4�',y� �'i'n`r Ssw�vt�'+'..'4Mi%u"�fl��''��k''��' . xiw'� 'e. �,. �'yval S tX`4.F�w�����`' 3'u�S3".�3''.�-a+�;5::�'''�s...u_Idiz .'NhsY`d'r�m' *'.�$:, statement (the "Final Official Statement") and to execute said Final Official Statement, dated as of the date cf the sale cf the Certificates cf Participation, for and in the name and on behalf of the City, and a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose cf such statement) were, at the time CC sale CC the Certificates cf Participation, true and correct in all material respects and that the Final Official Statement did not, on the date of sate of the Certificates cf Participation, and does not. as of the date cf delivery of the Certificatesof Participation. contain any untrue statement of a material fact with respect to the City or omit to stale material facts with respect to the City required to be stated where necessary to make any statement made therein not misleading in the light cf the circumstances under which it was made. The Mayor, the City Manager, the Finance Director or any deputy or assistant of the City Manager designated by the City Manager shall take such further actions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. Section 7. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale cf the Certificates of Participation. Section 8. The Mayor, the City Manager, the Finance Director, the City Clerk and all other appropriate officials cf the City are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes cf this resolution and the installment sale financing herein authorized. Section 3. This Resolution shall take affect upon its adoption by this City Council. I hereby certify that the foregoing resolution was duly adopted at a meeting cf the City Council of the City of Lodi duly held on the 20th day of July, 1988, by the following vote: AYES, and in favor of, Councilmembers: NOES, Councilmembers: None ABSENT, Councilmembers: Hirschman [S EA Ll ATTEST: Olson, Reid, Snider and Pinkerton (Mayor)