Loading...
HomeMy WebLinkAbout094-01TOWN OF DANVILLE RESOLUTION NO. 94-2001 AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF CERTAIN LEASE FINANCING DOCUMENTS, AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RELATING THERETO, RETENTION OF CONSULTANTS, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS, the Town of Danville, Califomia (the "Town'), working together with the Town of Danville Financing Authority (the "Authority'), is proposing to proceed with a lease financing; WHEREAS, in connection therewith, the Town proposes to refinance capital projects within the geographic boundaries of the Town, including the refunding of the Town's outstanding 1992 Refunding Certificates of Participation (the "1992 Certificates") and the refunding of the Community Development Agency of the Town of Danville's (the "Agency") outstanding Downtown Redevelopment Project 1994 Tax Allocation Bonds, and it is in the public interest and for the public benefit that the Town authorize and direct execution of the Lease Agreement (hereinafter defined) and certain other financing documents in connection therewith; WHEREAS, a preliminary official statement containing information material to the offering and sale of the Certificates described below has been prepared on behalf of the Town; and WHEREAS, the documents below specified have been filed with the Town and the members of the Town Council (the "Council"), with the aid of its staff, have reviewed said documents; NOW, THEREFORE, BE IT RESOLVED, as follows: Section 1. Certificates of Participation (2001 Capital Improvement Refinancing Project) (the "Certificates') are hereby authorized to be executed and delivered pursuant to the provisions of the Trust Agreement, as hereinafter defined. Section 2. The below-enumerated documents be and are hereby approved, and the Mayor, the Town Manager, or the designee of any such official, is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, and the Town Clerk is hereby authorized and directed to attest to such official's signature: (a) a site and facility lease, between the Town, as lessor, and the Authority, as lessee; (b) a lease agreement, by and between the Authority, as lessor, and the Town, as lessee (the "Lease Agreement"), so long as the principal amount of the Lease Agreement does not exceed $7,500,000, so long as the maximum annual lease payments to be paid by the Town under the Lease Agreement do~s not exceed $600,000 and so long as the term of the Lease Agreement does not exceed 30 years; (c) a trust agreement, by and among the Authority, the Town and BNY Westem Trust Company, as trustee (the "Trust Agreement"), relating to the financing, and the execution and delivery of the Certificates; (d) an escrow deposit and trust agreement, by and between the Town and U.S. Bank Trust National Association, as escrow bank, relating to the defeasance of the 1992 Certificates; (e) a reimbursement agreement, by and between the Town and the Agency, pursuant to which the Agency will agree to reimburse the Town for the payments to be made by the Town under the Lease Agreement; (f) a certificate purchase agreement, by and between Stone & Youngberg LLC (the "Underwriter") and the Town, relating to the purchase by the Underwriter of the Certificates, so long as the Underwriter's discount does not exceed 1.5% of the principal amount of the Certificates, exclusive of any original issue discount which does not represent compensation to the Underwriter; and (g) a termination agreement, by and among the Town, the Town of Danville Civic Improvement Corporation and U.S. Bank Trust National Association, as trustee for the 1992 Certificates, providing for the termination of all documents relating to the 1992 Certificates. Section 3. The Preliminary Official Statement describing the financing, substantially in the form on file with the Town Clerk, with such changes, insertions and omissions as may be approved by the Mayor, the Town Manager, or the designee of any such official, is hereby approved. The Council authorizes and directs the Mayor, the Town Manager, or the designee of any such official, on behalf of the Town, to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement prior to its distribution by the Underwriter. Section 4. The Mayor, the Town Manager, or the designee of any such official, is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the "Final Official Statement") and to execute said Final Official Statement, dated as of the date of the sale of the Certificates, 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 of such statement) were, at the time of sale of the Certificates, tree and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Certificates, and does not, as of the date of delivery of the Certificates, contain any untrue statement of a material fact with respect to the Town or omit to state material facts with respect to the Town required to be stated where necessary to make any statement made therein not misleading in light of the circumstances under which it was made. The Mayor, the Town Manager, or the designee of any such official, 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. The execution of the Final Official Statement, which shall include such changes and additions thereto deemed advisable by the Mayor, the Town Manager, or the designee of any such official, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Final Official Statement by the Town. Section 5. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Certificates. Section 6. William Euphrat Municipal Finance~ Inc., San Francisco, California, is hereby designated as financial advisor to the Town in connection with the execution and delivery of the Certificates. The Mayor, the Town Manager, or the designee of any such official, is hereby -2- authorized and directed in the name and on behalf of the Town to execute an Agreement for Financial Advisory Services with such firmo Section 7. Quint & Thimmig LLP, San Francisco, California, is hereby designated as bond counsel to the Town in connection with the execution and delivery of the Certificates. The Mayor, the Town Manager, or the designee of any such official, is hereby authorized and directed in the name and on behalf of the Town to execute an Agreement for Legal Services with such firm. Section 8. Hawkins, Delafield & Wood, San Francisco, California, is hereby designated as disclosure counsel to the Town in connection with the execution and delivery of the Certificates. The Mayor, the Town Manager, or the designee of any such official, is hereby authorized and directed in the name and on behalf of the Town to execute an Agreement for Legal Services with such firm. Section 9. The Mayor, the Town Manager, the Town Clerk and all other appropriate officials of the Town are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the financing herein authorized. Section 10. This Resolution shall take effect upon its adoption by this Council. I, the undersigned City Clerk of the Town of Danville, hereby certify that the foregoing is a full, tree and correct copy of a resolution duly adopted by the Town Council of the Town at a meeting thereof on the 4th day of September, 2001, by the following vote of the members thereof: AYES: Doyle, Arnerich, Greenberg, Shimansky, Waldo NOES: ABSTAIN: ABSENT: MAYOR APPROVED AS TO FORM: CITY A~FORNEY '~ CITY CLERK -3-