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HomeMy WebLinkAbout05-08-2012 b2 capital improvement board minutes refi 2001 rev bonds seriescMay 8,2012 MEETING DATE : May 8, 201 2 ITEM: B 2 sail Luis o ispo capital impnovcment BoaR O acenba tepon t FROM : Charles Bourbeau, Director of Finance & Information Technolog y SUBJECT :MEETING OF THE CAPITAL IMPROVEMENT BOARD TO APPROVE MINUTES AN D APPROVE REFINANCING 2001 LEASE REVENUE REFUNDING .BONDS, SERIES .0 RECOMMENDATIO N 1.Elect officers for the Capital Improvement Board (President and Vice President). 2.Approve minutes of meeting held on March 3, 2009 and July 20, 2010 . 3.Adopt a resolution authorizing the issuance of 2012 Refunding Lease Revenue Bonds to refinance the 200 1 Lease Revenue Refunding Bonds, Series C . 4 Adjourn to the next regular meeting . DISCUSSIO N In April 1986, the City of San Luis Obispo Capital Improvement Board was established as a public authority t o 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 th e Vice-Mayor serve as Vice-President . 2.Approval of Minutes from March 3, 2009 and July 20, 2010 .Minutes from the Board's previous and las t meeting are attached for approval . These minutes are based on the regular Council meeting minutes alread y approved by the Council for this date . 3.Approve the Refinancing 2001 Lease Revenue Refunding Bonds, Series C . A full discussion of the key issue s related to this financing is provided in the Council Agenda Report separately prepared for this item and attached t o this report for reference . The Board is recommended to approve the issuance of the refunding bonds and the Counci l is recommended to approve the lease payments to the Board needed to service the debt . 4.Adjournment.Adjourn the Capital Improvement Board until the Board's next meeting is scheduled . ATTACHMENTS Minutes from March 3, 2009 and July 10, 2010 meeting of the SLO Capital Improvement Boar d Council Agenda Report, May 8, 2012 regarding refinancing 2001 Lease Revenue Refunding Bonds, Series C Resolution approving the issuance and sale of refunding Lease Revenue Bonds in the principal amount of not t o exceed $5,000,000 to refinance outstanding 2001 Bonds, and approving related leases, documents and action s namstinminto G : Debt Financing/2012 Refunding Lease Revenue Bonds/Council Agenda Report/CIB agenda report 5-8-2012 .DOC Attachment 1 MEETING OF THE CAPITAL IMPROVEMENT BOAR D Minutes of the March 3, 2009 Meeting of the San Luis Obispo Capital Improvement Boar d B1 . MEETING OF THE CAPITAL IMPROVEMENT BOARD . Finance and Information Technology Director Statler and Finance Manager Malicoa t presented the agenda report and responded to questions . Public Comment s No comments were forthcoming . ---end of public comments--- ACTION :Moved by Settle Marx to : 1 . Approve minutes of meeting held on May 6 , 2008 . 2 Elect officers for the Capital Improvement Board (President and Vic e President). 3 . Adopt Resolution No . 10063 (2009 Series) approving the issuance o f lease-revenue bonds to assist in financing the Public Safety Communications an d Emergency Operations Center Project . 4 . Adjourn to the next regular meeting ; motio n carried 5 :0 . Minutes of the July 20, 2010 Meeting of the San Luis ObispoCapital Improvement Board Item B6 : Meeting of Capital Improvement Board City Clerk Elaina Cano (acting as Secretary) called to order a meeting of the Capital Improvement Board , following which Acting Director of Finance &Information Technology, Debbie Malicoat presented th e agenda report and responded to questions . Public Comment s There was no public comment . ACTION : Moved by Ashbaugh/Settle to adopt Resolution No. 10204 (2010 Series); motion carried 5 :0 . B2-2 RESOLUTION NO . RESOLUTION OF THE CITY OF SAN LUIS OBISPO CAPITA L IMPROVEMENT BOARD AUTHORIZING THE ISSUANCE AND SAL E OF REFUNDING LEASE REVENUE BONDS IN THE PRINCIPAL ." AMOUNT OF NOT TO EXCEED 5,000,000 TO REFINANC E OUTSTANDING 2001 BONDS, AND APPROVING RELATED .LEASES,-, DOCUMENTS AND ACTIONS . WHEREAS,the City of San Luis Obispo Capital Improvement Board (th e Board ) has been formed for the purpose of providing financial assistance to the City o f San Luis Obispo (the City ) in financing its public capital improvements ; an d WHEREAS,in order to provide financing for various public capital improvements , the Board has previously issued its City of San Luis Obispo Capital Improvement Boar d 2001 Lease Revenue Refunding Bonds, Series C in the aggregate original principa l amount of 7,285,000 (the 2001 Bonds ); an d WHEREAS,the City and the Board have determined that it is in the financia l interests of the City and the Board to refinance the outstanding 2001 Bonds at this time , and in order to provide funds for that purpose the Board proposes to authorize th e issuance and sale of its City of San Luis Obispo Capital Improvement Board 201 2 Refunding Lease Revenue Bonds in the aggregate principal amount of not to excee d 5,000,000 (the Refunding Bonds ); an d WHEREAS,in order to provide revenues to pay debt service on the Refundin g Bonds, the City has proposed to lease certain land and facilities which previously have been leased in connection with the 2001 Bonds, consisting of athletic fields known generally as the Damon-Garcia Sports Fields (the Leased Property ),to the Board under a Site Lease and the Board has proposed to lease the Leased Property back to the City under a Lease Agreement, in consideration of the payment by the City o f semiannual lease payments ; an d WHEREAS,the Board is authorized to issue the Refunding Bonds under th e provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of th e California Government Code, commencing with Section 5357Q of said Code (th e Refunding Bond Law ); NOW, THEREFORE, BE IT RESOLVED by the City of San Luis Obispo Capita l Improvement Board as follows : Section 1 . Authorization of Bonds .The Board hereby authorizes th e issuance of the Refunding Bonds under the Refunding Bond Law in the principal amount of not to exceed 5,000,000, for the purpose of providing funds to refinance the 200 1 Bonds in whole or in part . Section 2 . Approval of Related Financing Agreements .The Board hereb y approves each of the following agreements required for the issuance and sale of th e Refunding Bonds in substantially the respective forms on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Executiv e Director or the Chief Financial Officer (each, an Authorized Officer ), and the executio n thereof by an Authorized Officer shall be conclusive evidence of the approval of an y such changes or additions . An Authorized Officer is hereby authorized and directed fo r and in the name and on behalf of the Board to execute, and the Secretary is hereb y authorized and directed to attest to, the final form of each of the following agreements : •Indenture of Trust,between the Board and U .S . Bank Nationa l Association, as trustee (the Trustee ), setting forth the terms an d provisions relating to the Refunding Bonds . •Site Lease,between the City as lessor and the Board as lessee , under which the City continues to lease the Leased Property to th e Board in consideration of the payment of the Site Lease Paymen t which will be applied by the City to refinance the 2001 Bonds . •Lease Agreement,between the Board as lessor and the City a slessee,under which the Board continues to lease the Leased Property back to the City and the City agrees to pay semiannual leas e payments which are sufficient to provide revenues with which to pa y principal of and interest on the Refunding Bonds when due . Assignment Agreement,between the Board and the Trustee, whereb y the Board assigns certain of its rights under the Lease Agreement t o the Trustee for the benefit of the owners of the Refunding Bonds . •Irrevocable Refunding Instructions,among the Board, the City an d U .S . Bank National Association, as escrow bank, relating to th e refinancing of the 2001 Bonds . Section 3 . Sale of Bonds .The Board hereby authorizes and directs the competitive sale of the Refunding Bonds in accordance with the Notice of Sale i n substantially the form on file with the Secretary together with any changes therein o r additions thereto deemed advisable by an Authorized Officer . An Authorized Officer i s hereby authorized and directed to accept the best bid for the sale of the Refundin g Bonds, as determined in accordance with the Notice of Sale . Pursuant to Section 53692 of the Government Code, Jones Hall, as bon d counsel to the Board, is hereby authorized and directed to cause a Notice of Intention t o Sell Bonds,in form and substance acceptable to said firm, to be published once in The Bond Buyer not later than 15 days prior to the date set for receipt of bids on th e Refunding Bonds . Section 4 . Official Statement .The Board hereby approves and deems nearl y final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, th e preliminary Official Statement describing the Refunding Bonds in the form on file wit h the Secretary . An Authorized Officer is individually authorized, at the request of th e purchaser of the Refunding Bonds, to execute an appropriate certificate affirming th e Board s determination that the preliminary Official Statement has been deemed nearl y final within the meaning of such Rule . Distribution of the preliminary Official Statemen t by the purchaser of the Refunding Bonds is hereby approved . An Authorized Officer is B2-4 hereby authorized and directed to approve any changes in or additions to a final form o f said Official Statement, and the execution thereof by an Authorized Officer shall b e conclusive evidence of approval of any such changes and additions . The Board hereb y authorizes the distribution of the final Official Statement by the purchaser of th e Refunding Bonds .The final Official Statement shall be executed in the name and o n behalf of the Board by an Authorized Officer. Section 5 . Engagement of Professional Services .The Board hereb y confirms the engagement of Jones Hall, A Professional Law Corporation, as bon d counsel and disclosure counsel, and the firm of Fieldman, Rolapp Associates, a s financial advisor, in connection with the issuance and sale of the Refunding Bonds,i n accordance with the existing agreements between the City and each of such firms . Section 6 . Official Actions .The President, the Executive Director, the Chie f Financial Officer, the Secretary and all other officers of the Board are each authorize d 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 might deem necessary o r appropriate in order to consummate any of the transactions contemplated by th e agreements and documents approved under this Resolution . Whenever in thi s Resolution any officer of the Board is authorized to execute or countersign an y document or take any action, such execution, countersigning or action may be taken o n behalf of such officer by any person designated by such officer to act on his or he r behalf in the case such officer is absent or unavailable . Section 7 . Effective Date .This Resolution shall take effect from and after th e date of its passage and adoption . B2-5 On motion of , seconded b y and on the following roll call vote : AYES : NOES : ABSENT : The foregoing Resolution was passed and adopted this 8th day of May, 2012 . , President ATTEST: Sheryl) Schroede r Interim Secretar y APPROVED AS TO FORM : s J . Christine Dietrick J . Christine Dietric k Board Attorney