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HomeMy WebLinkAbout09-17-2013 b2 capital improvement board MEETING DATE: September 17, 2013 ITEM: B2 September 17, 2013 FROM: Carrie Mattingly, Utilities Director Wayne Padilla, Director of Finance & Information Technology SUBJECT: MEETING OF THE CAPITAL IMPROVEMENT BOARD TO APPROVE MINUTES, ELECT THE BOARD PRESIDENT AND VICE PRESIDENT AND APPROVE FINANCING IN THE AMOUNT OF $7,479,000 TO PAY FOR COSTS ASSOCIATED WITH ENERGY IMPROVEMENTS FOR THE WATER RECLAMATION FACILITY RECOMMENDATION 1. Elect officers for the Capital Improvement Board (President and Vice President). 2. Approve minutes of meeting held on May 8, 2012. 3. Adopt a resolution approving documents and actions related to the private placement financing of the construction costs related to the energy efficiency improvements project at the Water Reclamation Facility. 4. Adjourn to the next regular meeting. DISCUSSION In April 1986, the City of San Luis Obispo Capital Improvement Board was established as a public authority to implement financings for constructing and improving City facilities and infrastructure. The Council serves as the Board of Directors for this agency. The following four actions are before the Board tonight: 1. Election of Officers. In keeping with past practice, it is recommended that the Mayor serve as President and the Vice-Mayor serve as Vice-President. 2. Approval of Minutes from May 8, 2012. Minutes from the Board’s last meeting are attached for approval. These minutes are based on the regular Council meeting minutes already approved by the Council for this date. 3. Adopt the resolution approving documents and actions related to the private placement financing in the amount of $7,479,000 to fund a portion of the costs associated with the construction of energy efficiency improvements at the Water Reclamation Facility. A full discussion of the key issues related to this financing is provided in the Council Agenda Report separately prepared for this item and included in this Agenda. It is staff’s recommendation that the proposed financing should be approved in order to take advantage of the low, fixed interest rate and the opportunity to secure the financing ahead of the start of construction for this project. The Board is being asked to approve documents related to the financing which include an Installment Sale Agreement and an Assignment Agreement. 4. Adjournment. Adjourn the Capital Improvement Board until the Board’s next meeting is scheduled. ATTACHMENTS The Installment Sale Agreement and Assignment agreement were still being drafted at the time that the agenda was published. A separate Board Correspondence Memo will be issued to provide copies of those documents once they are ready. 1. CapImpBd by-laws.doc 2. Cap Impr Board Minutes 5-8-12.doc 3. Cap Impr Board Resolution for 9-17.docx San luis Obispo capital Improvement Board agenda report B2 - 1 Attachment 1 BY-LAWS OF CITY OF SAN LUIS OBISPO CAPITAL IMPROVEMENT BOARD ARTICLE I OFFICES AND SEAL Section 1. Offices. The principal office of the Board for the transaction of business shall be 990 Palm Street, San Luis Obispo, California 93401. The Board of Directors may, however, fix and change from time to time the principal office from one location to another within the City of San Luis Obispo by noting the change of address in the minutes of the meeting of the Board of Directors at which the address was fixed or changed. The fixing or changing of such address shall not be deemed an amendment to these By-laws. Section 2 . Seal. The Board shall have a seal, consisting of two (2) concentric circles with the words "City of San Luis Obispo Capital Improvement Board" and with the date of establishment of the Board. ARTICLE II BOARD OF DIRECTORS Section 1. Powers. Subject to the limitations of Ordinance No. 1059 (1986 Series) adopted by the City Council on April 15, 1986, establishing the Board (the "Ordinance"), the terms of these By-laws, and the laws of the State of California, the powers of this Board shall be vested in and exercised by and its property controlled and its affairs conducted by the Board of Directors of the Board. Section 2. Number. The Board of Directors shall have five (5) Directors. The number of Directors may be changed by a By-law or amendment thereof duly adopted by the Board of Directors. Section 3. Election, Tenure of Office and Vacancies. Pursuant to the Ordinance, the Board of Directors shall consist of each member of the City Council of the City, and each Director shall hold office until the expiration of such Director's term as member of the City Council of the City of San Luis Obispo. Section 4. Compensation. Directors shall serve without compensation but each Director may be reimbursed his or her necessary and actual expenses, including travel incident to his services as Director, pursuant to resolution of the Board of Directors. Any Director may elect, however, to decline said reimbursement. Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time as the Board may fix by resolution from time to time, and if any day so fixed shall fall upon a legal holiday, then, upon the next succeeding business day at B2 - 2 Attachment 1 the same hour. No notice of any regular meeting of the Board of Directors need be given to the Directors. Section 6. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President, any Vice President, or by a majority of the Board of Directors. Section 7. Public Meetings; Notice of Meetings. All proceedings of the Board of Directors shall be subject to the provisions of the Ralph M. Brown Act, constituting Chapter 9 of Part 1 of Division 2 of Title 5 of the California Government Code, and notice of the meetings of the Board shall be given in accordance with such Act. Section 8. Consent to Meetings. The transactions of the Board of Directors at any meeting however called and noticed or wherever held, shall be as valid as though done at a meeting duly held after call and notice if a quorum is present and if either before or after the meeting each Director not present signs a written waiver of notice or a consent to the holding of such meeting or approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Section 9. Quorum. A quorum shall consist of a majority of the members of the Board of Directors unless a greater number is expressly required by statute, by the Ordinance, or by these By-laws. Every act or decision done or made by at least three of the Directors present at a meeting duly held at which a quorum is present, shall be the act of the Board of Directors. Section 10. Order of Business. The order of business at the regular meeting of the Board of Directors and, so far as possible, at all other meetings of the Board of Directors, shall be essentially as follows, except as otherwise determined by the Directors at such meeting: (a) Report on the number of Directors present in person or by proxy in order to determine the existence of a quorum. (b) Reading of the notice of the meeting and proof of the delivery or mailing thereof, or the waiver or waivers of notice of the meeting then filed, as the case may be. (c) Reading of unapproved minutes of previous meetings of the Board of Directors and the taking of action with respect to approval thereof. (d) Presentation and consideration of reports of officers and committees. (e) Unfinished business. (f) New business. (g) Adjournment. B2 - 3 Attachment 1 Section 11. Resignation and Removal of Directors. Any Director may resign at any time by giving written notice to the President or to the Board of Directors. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any Director may be removed by the Board of Directors with or without cause at any regular meeting or at any special meeting of the Board of Directors, the notice of which, among other things, indicates that the removal of one or more Directors identified therein shall be considered at such meeting. Section 12. Nonliability for Debts. The private property of the Directors shall be exempt from execution or other liability for any debts, liabilities or obligations of the Board and no Director shall be liable or responsible for any debts, liabilities or obligations of the Board. Section 13. Indemnity by Board for Litigation Expenses of Officer, Director or Employee. Should any Director, officer or employee of the Board be sued, either alone or with others, because he is or was a director, officer or employee of the Board, in any proceeding arising out of his alleged misfeasance or nonfeasance in the performance of his duties or out of any alleged wrongful act against the Board or by the Board, indemnity for his reasonable expenses, including attorneys' fees incurred in the defense of the proceedings, may be assessed against the Board or its receiver by the court in the same or a separate proceeding if the person sued acted in good faith and in a manner such person reasonably believed to be in the best interests of the Board and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The amount of such indemnity shall equal the amount of the expenses, including attorneys' fees, incurred in the defense of the proceeding. ARTICLE III OFFICERS Section 1. Officers. The officers of the Board shall be a President, a Vice President and such other officers as the Board of Directors may appoint. When the duties do not conflict, one person, other than the President, may hold more than one of these offices. The City Administrative Officer of the City of San Luis Obispo shall act ex officio as the Executive Director of the Board, the Finance Director of the City shall act ex officio as Chief Financial Officer of the Board, and the City Clerk of the City of San Luis Obispo shall act ex officio as the Secretary of the Board. Section 2. Election of Officers. The President and Vice President shall be chosen annually by the Board of Directors and each shall hold office until he shall resign or shall be removed, shall resign or otherwise shall be disqualified to serve or his successor shall be elected and qualified to serve. Section 3. Subordinate Officers. The Board of Directors may elect or authorize the appointment of such other officers than those hereinabove mentioned as the business of the Board may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these By-laws, or as the Board of Directors from time to time may authorize or determine. B2 - 4 Attachment 1 Section 4. Removal of Officers. Any officer may be removed, either with or without cause, by a majority of the Directors then in office at any regular or special meeting of the Board, or, except in the case of an officer chosen by the Board of Directors, by any officers upon whom such power of removal may be conferred by the Board of Directors. Should a vacancy occur in any office as a result of death, resignation, removal, disqualification or any other cause, the Board of Directors may delegate the powers and duties of such office to any officers or to any Directors until such time as a successor for said office has been elected or appointed. Section 5. President. The President shall preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or be prescribed by these By- laws. The President shall also be the chief corporate officer of the Board and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Board. He shall preside at all meetings of the Board of Directors. He shall be ex officio member of all standing committees, and shall have the general powers and duties of management usually vested in the office of President of a public corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or by these By-laws. Section 6. Vice President. In the absence or disability of the President, the Vice President shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all of the restrictions upon the President. The Vice President shall have such other powers and perform such other duties as may from time to time be prescribed for them, respectively, by the Board of Directors or by these By-laws. Section 7. Secretary. The Secretary shall keep or cause to be kept a book of minutes at the principal office or at such other place as the Board of Directors may order, of all meetings of the Directors, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors' meetings and the proceedings thereof. The Secretary shall give or cause to be given notice of all meetings of the Board of Directors of the Board, shall keep the corporate records in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these By- laws. ARTICLE IV OBJECTS AND PURPOSES Section 1. Nature of Objects and Purposes. The business of this Board is to be operated and conducted in the promotion of its objects and purposes as set forth in the Ordinance. B2 - 5 Attachment 1 Section 2. Distribution of Assets During Continuance of Board. During the continuance of the Board, it may distribute any of its assets to the City of San Luis Obispo. If for any reason the City is unable or unwilling to accept the assets of the Board, said assets shall be distributed to the Federal Government, or to a state or local government for public purposes, or to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes. Section 3. Dissolution. The Board may be dissolved by majority vote of the Directors if at the time of such dissolution the Board has no outstanding indebtedness and is not a party to any outstanding material contracts. Upon the dissolution or termination of this Board, and after payment or provision for payment, all debts and liabilities, the assets of this Board shall be distributed to the City of San Luis Obispo, California. If for any reason the City is unable or unwilling to accept the assets of the Board, said assets will be distributed to the Federal Government or to a state or local government for public purposes; or to a nonprofit fund, foundation, or corporation which is organized and operated for charitable purposes. ARTICLE V GENERAL PROVISIONS Section 1. Payment of Money, Signatures. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Board and any and all securities owned by or held by the Board requiring signature for transfer shall be signed or endorsed by the Chief Financial Officer. Section 2. Execution of Contracts. The Board of Directors, except as in the By-laws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of the Board and such authority may be general or confined to specific instances and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Board by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount. Section 3. Fiscal Year. The fiscal year of the Board shall commence on the 1st day of July of each year and shall end on the 30th day of June of the next succeeding year. Section 4. Amendment of By-laws. These By-laws may be amended at any time and from time to time by majority vote of the Board of Directors. B2 - 6 Attachment 2 MEETING OF THE CAPITAL IMPROVEMENT BOARD Minutes of the May 8, 2012 Meeting of the San Luis Obispo Capital Improvement Board B2. JOINT MEETING OF THE CAPITAL IMPROVEMENT BOARD TO APPROVE MINUTES AND APPROVE REFINANCING 2001 LEASE REVENUE REFUNDING BONDS, SERIES C. AND B3. REFINANCING 2001 LEASE REVENUE REFUNDING BONDS, SERIES C. Finance Director Bourbeau presented the staff report and responded to questions from the Board of the Capital Improvement Board and jointly to the City Council. Public Comments None. ACTION: Motion by Board Member 1) Motion by Board Member Ashbaugh/Smith to elect officers for the Capital Improvement Board, President Marx and Vice President Carpenter. Roll call vote: 5-0. Motion carried. ACTION: Motion by Board Member Carter/Ashbaugh to approve minutes of meeting held on March 3, 2009 and July 20, 2010. Roll call vote: 5-0. Motion carried. ACTION: Motion by Board Member Carter/Smith to adopt amended Resolution No: 10355 (2012 Series)authorizing the issuance of 2012 Refunding Lease Revenue Bonds to refinance the 2001 Lease Revenue Refunding Bonds, Series C. Roll call vote: 5-0. Motion carried. President Marx adjourned the Capital Improvement Board meeting. ACTION: Motion by Council Member Carter/Carpenter to adopt amended Resolution No: 10356 (2012 Series) approving refinancing of 2001 Lease Revenue Refunding Bonds, Series C. Roll call vote: 5-0. Motion carried. B2 - 7 Attachment 3 RESOLUTION NO. RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF SAN LUIS OBISPO CAPITAL IMPROVEMENT BOARD APPROVING DOCUMENTS AND ACTIONS RELATING TO THE FINANCING OF WATER RECLAMATION FACILITY ENERGY EFFICIENCY PROJECT WHEREAS, the City of San Luis Obispo (the “City”) owns and operates facilities and property for the collection, treatment and disposal of wastewater within the service area of the City (the “Wastewater Enterprise”), and is proceeding to finance the acquisition and installation of improvements to its water reclamation facility, consisting generally of the onsite cogeneration of energy, solids management, upgrading and optimizing aging infrastructure, efficient lighting, and process system controls (the “Project”); and WHEREAS, the City Council has previously adopted its Resolution on September 3, 2013, approving a financing plan for the installment sale financing of the Project on a private placement basis with U.S. Bancorp Government Leasing and Finance, Inc., as designee of Green Campus Partners LLC (the “Lender”), through the use of an installment sale agreement between the City and the City of San Luis Obispo Capital Improvement Board (the “Board”); and WHEREAS, pursuant to such authorization the City has previously executed a commitment letter from the Lender which obligates the City and the Board to proceed with the financing and to enter into the documentation which is described in such commitment letter; and WHEREAS, the final form of the legal documentation relating to the financing has been prepared by bond counsel, and the Board of Directors wishes at this time to approve such legal documentation; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the City of San Luis Obispo Capital Improvement Board as follows: SECTION 1. Approval of Financing Plan and Installment Sale Agreement. The Board of Directors hereby approves the Installment Sale Agreement relating to the financing of the Project, between the City and the Board, in the form thereof on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Executive Director or the Chief Financial Officer (each, an “Authorized Officer”); provided that the execution thereof by an Authorized Officer shall be conclusive evidence of the approval of any such changes or additions. An Authorized Officer is hereby authorized and directed for and in the name and on behalf of the Board to execute, and the Secretary is hereby authorized and directed to attest, the final form of the Installment Sale Agreement. SECTION 2. Assignment by Board. The Board of Directors hereby approves the assignment by the Board of its rights under the Installment Sale Agreement, including B2 - 8 - 2 - the right to receive the Installment Payments, to the Lender. Such assignment shall be made pursuant to the terms and provisions of the Assignment Agreement in the form thereof on file with the Secretary together with any changes therein or additions thereto deemed advisable by an Authorized Officer; provided that the execution thereof by an Authorized Officer shall be conclusive evidence of the approval of any such changes or additions. An Authorized Officer is hereby authorized and directed for and in the name and on behalf of the Board to execute, and the Secretary is hereby authorized and directed to attest, the final form of the Assignment Agreement. SECTION 3. Official Actions. The President, the Executive Director, the Chief Financial Officer, the Secretary, the Board Attorney and all other officers of the Board are each authorized and directed in the name and on behalf of the Board to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved under this Resolution. Whenever in this resolution any officer of the Board is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf if such officer is absent or unavailable. SECTION 4. Effective Date. This Resolution shall take effect immediately upon its passage and adoption. AYES: NOES: ABSENT: President Secretary B2 - 9 - 3 - On motion of ___________________, seconded by ____________________, and on the following roll call vote: AYES: NOES: ABSENT: the foregoing Resolution was passed and adopted this 17th day of September, 2013. President ATTEST: Secretary APPROVED: Executive Director Board Attorney Chief Financial Officer B2 - 10