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HomeMy WebLinkAbout1357ORDINANCE NO. 1357 (1999 Series) AN ORDINANCE OF THE COUNCIL OF THE CITY OF SAN LUIS OBISPO APPROVING SALE AND LEASEBACK OF PROPERTY WITH THE CITY OF SAN LUIS OBISPO CAPITAL IMPROVEMENT BOARD IN CONNECTION WITH THE ISSUANCE OF LEASE REVENUE BONDS BY THE BOARD IN THE MAXIMUM PRINCIPAL AMOUNT OF $13,300,000, AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTIONS WHEREAS, the City has previously financed the acquisition and construction of improvements to the water treatment and distribution enterprise of the City (the "Water System ") from the proceeds of the Certificates of Participation dated as of December 1, 1988, delivered in the aggregate original principal amount of $5,000,000 (the "1988 Certificates "), evidencing the direct, undivided fractional interests of the owners thereof in lease payments made by the City under that certain Lease Agreement dated as of December 1, 1988, by and between the Board as lessor and the City as lessee (the "1988 Lease "), which lease payments are payable solely from the net revenues derived by the City from the Water System; and WHEREAS, the City has previously financed the acquisition and construction of the certain open space property, public park property and the rehabilitation of a recreation center from the proceeds of the 1990 Certificates of Participation dated as of December 1, 1990, delivered in the aggregate original principal amount of $4,500,000 (the "1990 Certificates "), evidencing the direct undivided fractional interests of the owners thereof in lease payments made by the City under that certain Lease Agreement dated as of December 1, 1990, by and between the Board as lessor and the City as lessee (the "1990 Lease "), which lease payments are payable from any source of legally available funds of the City; and WHEREAS, in order to realize interest rate savings, the City has proposed to refinance its obligations under the 1988 Lease and the 1990 Lease, and the City has further determined to finance the acquisition and construction of various properties and improvements to be used for the municipal purposes of the City, including but not limited to athletic fields, police station expansion, public park property and historical museum expansion (collectively, the "Project "); and WHEREAS, to that end the City has agreed to sell to the Board certain land which contains a portion of the Project pursuant to an Acquisition Agreement by and between the City as seller and the Board as purchaser, and the City and the Board have agreed to amend and restate the 1988 Lease and the 1990 Lease pursuant to a First Amended and Restated Lease Agreement whereby the Board leases to the City the properties which are currently subject to the 1988 Lease and the 1990 Lease, together with the existing properties sold to the Board by the City under the Acquisition Agreement; and WHEREAS, lease payments made by the City under the Lease are proposed to be assigned by the Board to the Trustee for the security of 1999 Lease Revenue Bonds to be issued by the Board under an Indenture of Trust by and between the Board and U. S. Bank Trust National Association, as trustee, the proceeds of which will be applied to provide funds to refinance the City's obligations under the 1988 Lease and the 1990 Lease and to finance the acquisition and construction of the Project; and 0 1357 Ordinance No. 1357 (1999 Series) Page 2 WHEREAS, the firm of Fieldman, Rolapp & Associates, as financial adviser to the City and the Board (the "Financial Adviser "), has recommended that the Board sell the Bonds on a competitive basis and has prepared a preliminary form of an Official Statement describing the Bonds; and WHEREAS, the City is required by Article 9 of Chapter 5 of part 1 of Division 2 of the California Government Code (commencing with Section 54240 of said Code) to approve the Lease Agreement by ordinance which is subject to referendum; NOW THEREFORE BE IT ORDAINED by the Council of the City of San Luis Obispo as follows: SECTION 1. Approval of Financing Plan and Related Documents. The Council hereby approves the refinancing of the 1988 Certificates and the 1990 Certificates, and the financing of the Project, pursuant to the financing plan outlined in the recitals of this Resolution. To that end, the Council hereby approves each of the following agreements in substantially the respective forms on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the Director of Finance, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions: (a) Acquisition Agreement, by and between the City and the Board, whereby the City sells to the Board certain land constituting a part of the Project, consisting generally of the site of the athletic field improvements and the police station expansion facilities; (b) First amended and Restated Lease Agreement, between the Board as lessor and the City as lessee, whereby the Board leases the property which is subject to the 1988 Lease and the 1990 Lease, and the property sold to the Board by the City under the foregoing Acquisition Agreement, to the City in consideration of the City's agreement to pay semiannual lease payments as the rental for such properties; and (c) Escrow Deposit and Trust Agreement, between the City and U. S. Bank Trust National Association, as escrow bank and as trustee for the 1988 Certificates and the 1990 Certificates, relating to the refunding of the 1988 Certificates and the 1990 Certificates. The Director of Finance is hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of each of the foregoing agreements. SECTION 2. Issuance and Sale of Bonds by Board. The Council hereby approves the issuance of the Bonds by the Board in the aggregate principal amount of not to exceed $13,300,000, for the purpose of providing funds to refund the 1988 Certificates and the 1990 Certificates, and to finance the acquisition and construction of the Project. The Council hereby approves the competitive sale of the Bonds by the Board in accordance with the resolution of the governing body of the Board relating thereto. Ordinance No. 1357 (1999 Series) Page 3 SECTION 3. Official Statement. The Council hereby approves and deems nearly final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Bonds of the form on file with the City Clerk. The Director of Finance (an "Authorized Officer ") is individually authorized, at the request of the purchaser of the Bonds, to execute an appropriate certificate affirming the Council's determination that the preliminary Official Statement has been deemed nearly final within the meaning of such Rule. Distribution of the preliminary Official Statement by the purchaser of the Bonds is hereby approved. An Authorized Officer is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by an Authorized Officer shall be conclusive evidence of approval of any such changes and additions. The Council hereby authorizes the distribution of the final Official Statement by the purchaser of the Bonds. The final Official Statement shall be executed in the name and on behalf of the City by an Authorized Officer. SECTION 4. Official Actions. The Director of Finance, the City Clerk and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all site leases, assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved pursuant to this Ordinance. Whenever in this ordinance any officer of the City 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 o his or her behalf in the case such officer shall be absent or unavailable. SECTION 5. Effective Date. This Ordinance shall become effective thirty (30) days from and after the date of its final passage. This Ordinance shall be subject to referendum pursuant to and as provided in Section 54241 of the Government Code of the State of California and the laws of the State of California. The City Clerk shall certify to the adoption of this Ordinance, and shall cause this Ordinance to be published as required by Section 602 of the City Charter. SECTION 6. A summary of this ordinance, approved by the City Attorney, together with the names of the Council members voting for and against it, shall be published at least five days prior to its final passage, in the Tribune, a newspaper published and circulated in this City. This ordinance will go into effect at the expiration of thirty (30) days after its final passage. Ordinance No. 1357 (1999 Series) Page 4 INTRODUCED on the 21st day of September 1999 AND FINALLY ADOPTED by the Council of the City of San Luis Obispo on the 5"' day of October 199, on the following roll call vote: AYES: Council Members Ewan, Marx, Schwartz, Vice Mayor Romero, and Mayor Settle NOES: None ABSENT: None APPROVED AS TO FORM: S,� Attorney