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HomeMy WebLinkAbout013-05Quint & Thimmig LLP 11/12/04 01/20/05 TOWN OF DANVILLE RESOLUTION NO. 13-2005 RESOLUTION 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, California (the "Town"), working together with the Town of Danville Financing Authority (the "Authority"), is proposing to proceed with a lease financing; WHEREAS, the Town proposes to finance the acquisition and improvement of certain property to be used as a public parking facility 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, for the purpose of obtaining the moneys required for such purposes, the Town proposes to lease one or more existing real property sites and the buildings thereon (collectively, the "Property"), to the Authority and to lease the Property back from the Authority under the Lease Agreement, the payments under which will be sold as certificates of participation; WHEREAS, a preliminary official statement (the "Preliminary Official Statement") and a notice of sale (the "Notice of Sale") containing information material to the offering and sale of the Certificates described below have 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 (2005 Capital Improvement 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 City 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 04007.02 does not exceed $5,800,000, so long as the true interest cost of the lease payments to be paid by the Town under the Lease Agreement does not exceed 6% and so long as the term of the Lease Agreement does not exceed 35 years; (c) a trust agreement, by and among the Authority, the Town and The Bank of New York Trust. Company, N.A., as trustee (the "Trust Agreement"), relating to the financing, and the execution and delivery of the Certificates; and (d) 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. Section 3. The Preliminary Official Statement describing the financing, substantially in the form on file with the City 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, true 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. The Town's financial advisor, on behalf of the Town, and the Mayor, the Town Manager, or the designee of any such official, are authorized and directed to cause the Preliminary Official Statement and the Notice of Sale to be distributed to such municipal bond broker-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Certificates therein offered for sale. Section 7. The Mayor, the Town Manager, or the designee of any such official, is authorized and directed to call for bids for the sale of the Certificates. The Mayor, the Town Manager, or the designee of any such official, is hereby delegated the authority to accept the best responsible bid for the purchase of the Certificates, determined in accordance with the Notice of Sale. The Mayor, the Town Manager, or the designee of any such official, is hereby authorized and directed to accept such bid, for and in the name of the Town, by notice to -2- the successful bidder. In the event two or more bids setting forth identical interest rates and premium, if any, are received, the Mayor, the Town Manager, or the designee of any such official, may exercise 'his or her own discretion and judgment in making the award and may award .the Certificates to one purchaser or to more than one purchaser on a pro rata basis in such denominations as he shall determine. The Mayor, the Town Manager, or the designee of any such official, may, in his or her discretion, reject any and all bids and waive any irregularity or informality in any bid. The Mayor, the Town Manager, or the designee of any such official, shall award the Certificates or reject all bids not later than 26 hours after the expiration of the time prescribed for the receipt of proposals unless such time of award is waived by the successful bidder. Section 8. 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 authorized and directed in the name and on behalf of the Town to execute an Agreement for Financial Advisory Services with such firm. Section 9. 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 10. Hawkins Delafield & Wood LLP, 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 11. The Mayor, the Town Manager, the City 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 12. 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, true and correct copy of a resolution duly adopted by the Town Council of the Town at a meeting thereof on the 1st day of March, 2005, by the following vote of the members thereof: AYES:- Doyle, Stepper, Andersen, Arnerich, Shimansky NOES: None ABSTAIN: None ABSENT: None City Clerk