Loading...
HomeMy WebLinkAboutR-10898 authorizing the issuance, sale and delivery of City of SLO water revenue refunding bondsRESOLUTION NO. 10898 (2018 SERIES) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO, CALIFORNIA, AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF CITY OF SAN LUIS OBISPO, CALIFORNIA WATER REVENUE REFUNDING BONDS; THE EXECUTION AND DELIVERY OF AN INDENTURE, A BOND PURCHASE AGREEMENT, A CONTINUING DISCLOSURE CERTIFICATE; 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, City of San Luis Obispo, California (the "City") has previously issued its City of San Luis Obispo 2006 Water Revenue Bonds in the original aggregate principal amount of $16,905,000 (the "Prior Bonds") for the purpose of paying for the design, engineering, permitting and construction of certain additions, betterments, extensions and improvements to the City's water system; WHEREAS, the City is authorized by law to issue refunding revenue bonds to refinance any obligations theretofore incurred by it; WHEREAS, the City has determined that it is in the best interest of the City and it is necessary and proper for the City to issue its Water Revenue Refunding Bonds, Series 2018 (the "Bonds") to refund the Prior Bonds, pay costs of issuance of the bonds, and to fund a reserve fund, if deemed necessary; WHEREAS, the City proposes to enter into an Indenture (the "Indenture") with a U.S. Bank National Association, as trustee (the "Trustee"), pursuant to which the City will issue the Bonds; WHEREAS, the City and Raymond James & Associates, Inc. (the "Underwriter"), as purchaser of the Bonds, will enter into a Bond Purchase Agreement (the "Bond Purchase Agreement") whereby the Bonds will be sold to the Underwriter; WHEREAS, the City 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; WHEREAS, the Council now wishes to further authorize the execution and delivery of an escrow agreement (the "Escrow Agreement"), by and between the City and U.S Bank National Association, as escrow agent, pursuant to which the City will deposit a portion of the proceeds of the Bonds in trust for the payment of the Prior Bonds; WHEREAS, the City Council now wishes to further authorize the execution and delivery of a continuing disclosure certificate (the "Continuing Disclosure Certificate") by the City to assist the Underwriter in satisfying their obligations under Rule 15c2-12 of the Securities Exchange Act of 1934; WHEREAS, there have been made available to the City Council the following documents and agreements: (1) A proposed form of the Indenture; (2) A proposed form of the Bond Purchase Agreement; (3) A proposed form of preliminary Official Statement; (4) A proposed form of the Escrow Agreement; and (5) A proposed form of Continuing Disclosure Certificate; WHEREAS, in compliance with Government Code Section 5852.1, the City Council has obtained from PFM Financial Advisors LLC, as municipal advisor, the certain required good faith estimates and such estimates have been disclosed at this meeting; NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Luis Obispo as follows: SECTION 1. The foregoing recitals are true and correct and the City Council hereby so finds and determines. SECTION 2. The City Council hereby approves the issuance of the Bonds by the Authority in an aggregate principal amount not to exceed $13,000,000 to refund the Prior Bonds, including funding a debt service reserve account if deemed necessary and paying costs of issuance and related fees and expenses. The Bonds shall be issued and secured in accordance with the terms of, and shall be in the form set forth in, the Indenture. The Finance Director of the City is hereby directed to perform the duties imposed upon her by the provisions of the financing documents, including the Indenture. SECTION 3. The Indenture, in substantially the form submitted to this meeting, is hereby approved. The City Manager or Finance Director of the City, or the designee of such officer (each, an "Authorized Officer"), each acting alone, is hereby authorized and directed, for and on behalf of the City to execute and deliver the Continuing Disclosure Certificate in substantially the form presented at this meeting, with such changes therein as the officer executing the same may, with the advice of the City Attorney and the City's bond counsel, require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Trustee, dated date, maturity date or dates, interest rate or rates, interest payment dates, denominations, forms, registration privileges, manner of execution, place or places of payment, terms of redemption and other terms of the Bonds shall be as provided in the Indenture, as finally executed; provided, however that such Bonds shall mature no later than June 1, 2036. SECTION 4. The Continuing Disclosure Certificate, 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 City to execute and deliver the Continuing Disclosure Certificate in substantially the form presented at this meeting, with such changes therein as the officer executing the same may, with the advice of the City Attorney and the City's bond counsel, require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 5. 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 City, 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 City Attorney and the City's bond 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 0.5% of the aggregate principal amount of the Bonds (exclusive of original issue discount). SECTION 6. 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 City Attorney, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 7. The Escrow 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 City to execute and deliver the Escrow Agreement in substantially the form presented at this meeting, with such changes therein as the officer executing the same may, with the advice of the City Attorney and the City's bond counsel, require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 8. The City 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. 1. . SECTION 9. The officers of the City 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. SECTION 10. This resolution shall take effect immediately. Upon motion of Vice Mayor Christianson, seconded by Council Member Gomez, and on the following roll call vote: AYES: Council Members Gomez, Pease and Rivoire, Vice Mayor Christianson and Mayor Harmon NOES: None ABSENT: None The foregoing resolution was adopted this 5th day o ATTEST: Teresa Purrington, City Cl rk UZKOMIA-1XIM Dietrick, City Attorney IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Luis Obispo, California, this ')_511�'day of L__Y�yi-e '2011 Teresa Purrington, City C1"r