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HomeMy WebLinkAboutR-10868 A resolution of the Governing Body of the SLO Public Financing Authority authorizing the issuance, sale and delivery of Revenue Refunding BondsPUBLIC FINANCING AUTHORITY RESOLUTION NO. 10868 (2018 Series) A RESOLUTION OF THE GOVERNING BOARD OF THE SAN LUIS OBISPO PUBLIC FINANCING AUTHORITY, CALIFORNIA, AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF SAN LUIS OBISPO PUBLIC FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS; THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, A SITE LEASE, A FACILITY LEASE, AND A BOND PURCHASE AGREEMENT; THE PREPARATION AND DISTRIBUTION OF A PRELIMINARY AND A FINAL OFFICIAL STATEMENT RELATING TO THE AFORESAID BONDS; AND CERTAIN OTHER ACTIONS IN CONNECTION WITH SUCH TRANSACTIONS WHEREAS, the City of San Luis Obispo (the "City") previously entered into a lease agreement (the "1996 Lease") with the City of San Luis Obispo Capital Improvement Board (the "Board") for the purpose of financing the acquisition and construction of various properties to be used for municipal purposes of the City; and WHEREAS, the Board previously issued its 1996 Lease Revenue Bonds (County of San Luis Obispo, California) in the aggregate principal amount of $7,100,000 (the "1996 Bonds") pursuant to an Indenture of Trust dated as of June 1, 1996, by and between the Board and First Trust of California, as trustee; and WHEREAS, the City previously further entered into a lease agreement (the "2005 Lease") with the Board for the purpose of refinancing the 1996 Lease and to allow for the defeasance and refunding of the outstanding 1996 Bonds; and WHEREAS, the Board previously further issued its 2005 Refunding Lease Revenue Bonds in the aggregate principal amount of $6,550,000 (the "2005 Bonds") pursuant to an Indenture of Trust dated as of May 1, 2005, by and between the Board and U.S. Bank National Association, as trustee; and WHEREAS, the City previously further entered into a lease agreement (the "2006 Lease") with the Board for the purpose of financing the acquisition and construction of facilities located in the City to be used for public parking and City administrative office purposes; and WHEREAS, the Board previously further issued its 2006 Lease Revenue Bonds (919 Palm Street Public Parking and City Office Project) in the aggregate principal amount of $16,160,000 (the "2006 Bonds") pursuant to an Indenture of Trust dated as of April 1, 2006, by and between the Board and U.S. Bank National Association, as trustee; and WHEREAS, the City previously further entered into a lease agreement (the "2009 Lease" and, collectively with the 2005 Lease and the 2006 Lease, the "Prior Leases") with the Board for the purpose of financing the acquisition and construction of facilities located in the City to be used for a public safety dispatch center and Fire Department storage facility, and improvements to the City's radio system for public safety communications purposes; and Resolution No. 10868 (2018 Series) Page 2 WHEREAS, the Board previously further issued its 2009 Lease Revenue Bonds (Public Safety Communications and Emergency Operations Center Project) (Bank Qualified) in the aggregate principal amount of $10,705,000 (the "2009 Bonds" and, collectively with the 2005 Bonds and the 2006 Bonds, the "Prior Bonds") pursuant to an Indenture of Trust dated as of March 1, 2009, by and between the Board and U.S. Bank National Association, as trustee; and WHEREAS, the City proposes to refinance the Prior Leases to allow for the defeasance and refunding of the Prior Bonds; and WHEREAS, the San Luis Obispo Public Financing Authority (the "Authority") was formed on September 8, 2014 by the City and the Parking Authority of the City of San Luis Obispo for the purpose, among others, of assisting the City in connection with refinancing any outstanding obligations; and WHEREAS, in order to assist in refinancing the Prior Leases to defease and refund the Prior Bonds, it is proposed that the City lease certain of its real property, selected from a list including Fire Station No. 1, located at 2160 Santa Barbara, San Luis Obispo, and improvements thereon; the City Administrative Offices and Parking Structure, located at 919 Palm Street, San Luis Obispo; and improvements thereon; City Hall, located at 990 Palm Street, San Luis Obispo, and improvements thereon; and the Police Main Building, Storage Building and Vehicle Storage Garage, located at 1042 Walnut Street, San Luis Obispo, and improvements thereon (the properties so selected, collectively, the "Leased Property") to the Authority pursuant to a Site Lease (the "Site Lease") and lease the Leased Property back from the Authority pursuant to a Facility Lease (the "Facility Lease"); and WHEREAS, it is further proposed that the Authority issue its San Luis Obispo Public Financing Authority Lease Revenue Refunding Bonds, Series 2018 in the aggregate principal amount of not to exceed $22,000,000 (the "Bonds"), pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code, for the purpose of making a payment to the City pursuant to the Site Lease to refinance the Prior Leases and defease and refund the Prior Bonds, fund a debt service reserve account if deemed necessary and pay costs of issuance associated with the Bonds; and WHEREAS, it is further proposed that the Authority issue the Bonds pursuant to a trust agreement dated as of April 1, 2018 (the "Trust Agreement"), by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee"); and WHEREAS, the City, the Authority and Raymond James & Associates, Inc. (the "Underwriter"), as purchaser of the Bonds, will enter into a Bond Purchase Agreement (the "Bond Purchase Agreement"); and WHEREAS, it is in the public interest, convenience and welfare and for the common benefit of the inhabitants of the City that the City enter into this financing with the Authority to refinance the Prior Leases and defease and refund the Prior Bonds; and WHEREAS, the Authority has prepared an official statement relating to the Bonds (the "Official Statement") in preliminary form for use in connection with the marketing of the Bonds to potential purchasers and for use in final form for distribution to the actual purchasers thereof, 1:•: Resolution No. 10868 (2018 Series) Page 3 NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the San Luis Obispo Public Financing Authority as follows: SECTION 1. The foregoing recitals are true and correct and the Governing Board hereby so finds and determines. SECTION 2. The Governing Board hereby approves the issuance of the Bonds by the Authority in an aggregate principal amount not to exceed $22,000,000 to refinance the Prior Leases and defease and refund the Prior Bonds, including funding a debt service reserve account if deemed necessary and paying costs of issuance and related fees and expenses; provided, however, that such Bonds shall be sold on or before May 31, 2018, and shall mature no later than June 1, 2039. The Treasurer of the Authority ("Treasurer") is hereby directed to perform the duties imposed upon her by the provisions of the financing documents, including the Trust Agreement, the Site Lease and the Facility Lease. SECTION 3. The Trust Agreement, in substantially the form submitted to this meeting, is hereby approved. The Executive Director or Treasurer of the Authority, or the designee of such officer (each, an "Authorized Officer"), each acting alone, is hereby authorized and directed, for and on behalf of the Authority, to execute and deliver the Trust Agreement in substantially said form, with such changes therein as any Authorized Officer, with the advice of the Authority's counsel, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. The Site Lease, in substantially the form submitted to this meeting, is hereby approved. Any Authorized Officer, each acting alone, is hereby authorized and directed, for and on behalf of the Authority, to execute and deliver the Site Lease in substantially said form, with such changes therein as any Authorized Officer, with the advice of the Authority's counsel, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 5. The Facility Lease, in substantially the form submitted to this meeting, is hereby approved. Any Authorized Officer, each acting alone, is hereby authorized and directed, for and on behalf of the Authority, to execute and deliver the Facility Lease in substantially said form, with such changes therein as any Authorized Officer, with the advice of the Authority's counsel, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. 1.115 1:•: Resolution No. 10868 (2018 Series) Page 4 SECTION 6. The Bond Purchase Agreement, in substantially the form submitted to this meeting, is hereby approved. Any Authorized Officer, each acting alone, is hereby authorized and directed, for and on behalf of the Authority, to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes therein as any Authorized Officer, with the advice of the Authority's counsel, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided, that the net present value of the debt service savings with respect to the Bonds shall be at least 3.00% of the aggregate principal amount of the Prior Bonds being redeemed and the Underwriter's discount shall not exceed 0.4% of the aggregate principal amount of the Bonds (exclusive of original issue discount). SECTION 7. The preliminary form of the Official Statement to be used in connection with the offer and sale of the Bonds is hereby adopted and approved, and any Authorized Officer, each acting alone, is hereby authorized to execute and deliver a certificate deeming the preliminary form of the Official Statement (including, if applicable, as modified by any amendment or supplement thereto) "final" within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 and to execute and deliver the same in final form, for and on behalf of the Authority, with such changes therein as the officer executing the same, with the advice of the Authority's counsel, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 8. The Bonds shall be executed by the manual or facsimile signature of the Treasurer of the Authority and attested by the manual or facsimile signature of the Secretary of the Authority, in accordance with the Trust Agreement. The Bonds, when so executed, shall be delivered to the Trustee for authentication by the Trustee. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's Certificate of Authentication appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the initial purchaser thereof in accordance with written instructions executed on behalf of the Authority by an Authorized Officer, which instructions the Authorized Officers are hereby authorized and directed, for and on behalf of the Authority, to execute and deliver to the Trustee. Said instructions shall provide for the delivery of the Bonds to the initial purchaser thereof upon payment of the purchase price thereof. SECTION 9. The Authority hereby designates the firm of Orrick, Herrington & Sutcliffe LLP to serve as bond counsel and disclosure counsel, and the firm of PFM Financial Advisors LLC to serve as municipal advisor, each in connection with the issuance, sale and delivery of the Bonds. SECTION 10. The officers of the Authority are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents, written requests, certificates, and representations, including, without limitation, redemption or defeasance notices, escrow agreements, credit documents, signature certificates, no -litigation certificates, tax certificates, letters of representation relating to book -entry registration and certificates concerning the contents of the Official Statement distributed in connection with the sale of the Bonds, which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds or related documents and otherwise to effectuate the purposes of this resolution. Resolution No. 10868 (2018 Series) Page 5 SECTION 11. This resolution shall take effect immediately. Upon motion of Authority Member Pease, seconded by Vice Chair Christianson and on the following roll call vote: AYES: Authority Members Gomez, Pease, and Rivoire, Vice Chair Christianson and Chair Harmon NOES: None ABSENT: None The foregoing resolution was adopted this 201h day of February, 2018: Chair Heidi Oarmon ATTEST: Carrie Gallagher, CMC Secretary APPROVED AS TOWORM: J/Chfistine Dietrick Authority Counsel SECRETARY'S CERTIFICATE I, the undersigned, duly appointed and qualified Secretary of the San Luis Obispo Public Financing Authority (the "Authority"), certify that attached is a full, true and correct copy of Authority Resolution No. 10868, adopted February 20, 2018, during a meeting of the governing board of the Authority. Such meeting was duly and legally held at the regular meeting place of the Authority. All of the members of said governing board had due notice of such meeting and a majority thereof was present at such meeting. I have carefully compared the same with the original minutes of said meeting on file and of record in my office, and the foregoing is a full, true and correct copy of such resolution adopted at said meeting and entered in said minutes. Said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: Secretary