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HomeMy WebLinkAboutr10355capimprovementboardissuance&salerefundleasrevenuebondstorefi2001bondsRESOLUTION NO . 10355 (2012 Series) RESOLUTION OF THE CITY OF SAN LUIS OBISPO CAPITAL IMPROVEMEN T BOARD AUTHORIZING THE ISSUANCE AND SALE OF REFUNDING LEAS E REVENUE BONDS IN THE PRINCIPAL AMOUNT OF NOT . TO EXCEED $5,300,00 0 TO REFINANCE OUTSTANDING 2001 BONDS, AND APPROVING RELATE D LEASES, DOCUMENTS AND ACTION S WHEREAS,the City of San Luis Obispo Capital Improvement Board (the "Board") ha s been formed for the purpose of providing financial assistance to the City of San Luis Obispo (th e "City") in financing its public capital improvements ; and WHEREAS,in order to provide financing for various public capital improvements, the Board has previously issued its City of San Luis Obispo Capital Improvement Board 2001 Leas e Revenue Refunding Bonds, Series C in the aggregate original principal amount of $7,285,00 0 (the "2001 Bonds"); an d WHEREAS,the City and the Board have determined that it is in the financial interests o f 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 the issuance and sale of its City o f San Luis Obispo Capital Improvement Board 2012 Refunding Lease Revenue Bonds in th e aggregate principal amount of not to exceed $5,300,000 (the "Refunding Bonds"); an d WHEREAS,in order to provide revenues to pay debt service on the Refunding Bonds , the City has proposed to lease certain land and facilities which previously have been leased i n 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 ha s proposed to lease the Leased Property back to the City under a Lease Agreement, i n consideration of the payment by the City of semiannual lease payments ; and WHEREAS,the Board is authorized to issue the Refunding Bonds under the provision s of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Governmen t Code, commencing with Section 53570 of said Code (the "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 the issuance of the Refunding Bonds under the Refunding Bond Law in the principal amount of not to excee d $5,300,000, for the purpose of providing funds to refinance the 2001 Bonds in whole or in part , SECTION 2 .Approval of Related Financing Agreements .The Board hereby approve s each of the following agreements required for the issuance and sale of the Refunding Bonds i n substantially the respective forms on file with the Secretary together with any changes therein o r additions thereto deemed advisable by the Executive Director or the Chief Financial Officer (each, an "Authorized Officer"), and the execution thereof by an Authorized Officer shall b e conclusive evidence of the approval of any such changes or additions . An Authorized Officer i s R 10355 Resolution No . 10355 (2012 serie s Page 2 hereby authorized and directed for and in the name and on behalf of the Board to execute, and th e Secretary is hereby authorized and directed to attest to, the final form of each of the followin g agreements : Indenture of Trust,between the Board and U .S . Bank National Association, as trustee (th e "Trustee"), setting forth the terms and provisions relating to the Refunding Bonds . •Site Lease,between the City as lessor and the Board as lessee, under which the Cit y continues to lease the Leased Property to the Board in consideration of the payment of th e Site Lease Payment which will be applied by the City to refinance the 2001 Bonds . •Lease Agreement,between the Board as lessor and the City as lessee, under which the Board continues to lease the Leased Property back to the City and the City agrees to pay semiannual lease 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, whereby the Board assigns certain of its rights under the Lease Agreement to the Trustee for the benefit of th e owners of the Refunding Bonds . Irrevocable Refunding Instructions,among the Board, the City and U .S . Bank Nationa l Association, as escrow bank, relating to the refinancing of the 2001 Bonds . SECTION 3 .Sale of Bonds .The Board hereby authorizes and directs the competitiv e sale of the Refunding Bonds in accordance with the Notice of Sale in substantially the form o n file with the Secretary together with any changes therein or additions thereto deemed advisabl e by an Authorized Officer . An Authorized Officer is hereby authorized and directed to accept th e best bid for the sale of the Refunding Bonds, as determined in accordance with the Notice o f Sale . Pursuant to Section 53692 of the Government Code, Jones Hall, as bond counsel to th e Board, is hereby authorized and directed to cause a Notice of Intention to Sell Bonds, in form an d substance acceptable to said firm, to be published once in The Bond Buyer not later than 15 day s prior to the date set for receipt of bids on the Refunding Bonds . SECTION 4 .Official Statement.The Board hereby approves and deems nearly fina l within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminar y Official Statement describing the Refunding Bonds in the form on file with the Secretary . An Authorized Officer is individually authorized, at the request of the purchaser of the Refundin g Bonds, to execute an appropriate certificate affirming the Board'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 Refunding Bonds i s hereby approved . An Authorized Officer is hereby authorized and directed to approve an y changes in or additions to a final form of said Official Statement, and the execution thereof by a n Authorized Officer shall be conclusive evidence of approval of any such changes and additions . The Board hereby authorizes the distribution of the final Official Statement by the purchaser o f the Refunding Bonds . The final Official Statement shall be executed in the name and on behalf Resolution No . 10355 (2012 series) Page 3 of the Board by an Authorized Officer . SECTION 5 .Engagement of Professional Services .The Board hereby confirms th e engagement of Jones Hall, A Professional Law Corporation, as bond counsel and disclosur e counsel, and the firm of Fieldman, Rolapp & Associates, as financial advisor, in connection wit h the issuance and sale of the Refunding Bonds, in accordance with the existing agreement s 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 authorized an d 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 or appropriate in order t o consummate any of the transactions contemplated by the agreements and documents approve d 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 actio n may be taken on behalf of such officer by any person designated by such officer to act on his o r her behalf in the case such officer is absent or unavailable . SECTION 7 .Effective Date .This Resolution shall take effect from and after the date o f its passage and adoption . Upon motion of Council Member Carter, seconded by Council Member Smith, and on th e following vote : AYES : Council Members Ashbaugh, Carter and Smith, Vice Mayor Carpenter an d Mayor Mar x NOES : Non e ABSENT : None The foregoing resolution was passed and adopted this 8th day of May 2012 . ATTEST : heryll Sc oede r Interim Secretary