Loading...
HomeMy WebLinkAboutr 10464 approving placement agent agreement & financing proposalRESOLUTION NO. 10464 (2013 SERIES) RRSOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO APPH.OVING PLACEMENT AGENT AGREEMENT ANI> FINANCING PROPOSAL FOR THE FINANCING OF IMPROVEMENTS TO THE WATER RECLAMATION FACILITY, AND APPROVING FINAL FORM OF FINANCING DOCUMENTS AND OFFlCJAL ACTIONS WHEREAS, the City of San Luis Obispo (the "City") owns and operates facilities and prope11y for the collection, treatment and disposal of wastewater within the service area of the City (the "Wastewater Enterprise')), and is proceeding to li.nance the acquisition and installation of improvements to its water reclamation facility, consisting generaJly of the on site 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 Green Campus Partners LLC (the "Placement Agent"), through the use of an installment sale agreement between the City and the City of San Luis Obispo Capital Improvement Board (the "Board"); and \VHEREAS, pursuant to such authorization the City has previously executed an agreement with the Placement Agent, and the Placement Agent has notified the City that it is unable to provide financing in accordance with such agreement; and WHEREAS, the Placement Agent has proposed to provide financing for the Pr<~ject on terms and conditions as set f011h in a new agreement which has been submitted to the City (the "Placement Agent Agreement"), and in accordance with such new agreement the City has received a financing proposal for the Project (the "Lender Financing Proposal'') from U.S. Bancorp Government Leasing and Finance, fne. (the w'Lender"); and WHEREAS, the final f(lrm of the legal docwnentation relating to the financing has been prepared hy hond counsel, and the City Council wishes at this time to approve the final financing plan and the iinaJ form of such legal documentation. NOW, THEIU~FORE, BE IT RESOLVED by the City Council of the City of San Luis Obispo as follows: SECTION l. Approval of Financing Proposals. The City Council hereby approves the financing plan for the Project as set forth in the Placement Agent Agreement in the form on file with the City Clerk, and in accordance with the Lender Financing Proposal in the form on tile with the City Clerk. The City Manager or the Director of Finance and Information Teclmology (each, an "Authorized Onicer") are each hereby authorized and directed for and in the name and on behalf of the City to execute the Placement Agent Agreement and the Lender Financing Proposal, in the name and on behalf of the City. R 10464 Resolution No. 10464 (2013 Series) Page 2 Approval by the City Cotmcil of the Placement Agent Agreement is not intended to constitute an acceptance by the City of the failure by the Placement Agent to perform its obligations under the original agreement between the Placement Agent and the City, nor docs such approval constitute a release of the Placement Agent or a waiver of any rights which the City may have under such original agreement. SECTION 2 . Installment Sale Agreement. The City Council hereby approves the Installment Sale Agreement relating to the financing of the Project, between the City and the City of San Luis Obispo Capital Improvement Board (the ':Board"), in the fonn thereof on tile with the City Clerk 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 City to execute, and the City Clerk is hereby authorized and directed to attest, the final form of the Installment Sale Agreement. SECTION 3. Assignment by Board. The City Council hereby approves the assignment by the Board of its rights under the Installment Sale Agreement, including the right to receive the Installment Payments, to the Lender. Such assignment shall be made pursuant to an Assignment Agreement between the Board and the Lender in substantially the form on file with the City Clerk, which the City Co uncil hereby approves. SECTION 4. Official Actions. The Mayor, the City Manager, the Director of Finance and Information Technology, 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 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 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 on his or her behalf in the case such ofiicer is absent or unavailable. SECTION S. Effective Date. This Resolution shall take effect immediately upon it s passage and adoption. Resolution No. 10464 (2013 Series) Page 3 Upon motion of Council Member Ashbaugh, seconded by Council Member Carpenter, and on the following roll call vote: AYES : NOES: ABSENT: Council Members Ashbaugh, Carpenter and Cluistianson, Vice Mayor Smith and Mayor Marx None None the foregoing Resolution was passed and adopted this 1st day of October, 2013. ATTEST: shei)Iil& oed~r, MMC Interim City Clerk APPROVED AS TO FORM: . hristme Dietrick City Attorney