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HomeMy WebLinkAbout10-01-2013 b6 cib meeting MEETING DATE: October 1, 2013 ITEM: B6 October 1, 2013 FROM: Wayne Padilla, Director of Finance & Information Technology Carrie Mattingly, Utilities Director SUBJECT: MEETING OF THE CAPITAL IMPROVEMENT BOARD TO ADOPT A RESOLUTION APPROVING DOCUMENTS AND ACTIONS RELATING TO THE FINANCING OF THE WATER RECLAMATION FACILITY ENERGY EFFICIENCY PROJECT RECOMMENDATION 1. Adopt a resolution approving documents and actions related to the private placement financing of the construction costs related to the energy efficiency improvements project at the Water Reclamation Facility. 2. Adjourn to the next regular meeting. DISCUSSION In April 1986, the City of San Luis Obispo Capital Improvement Board was established as a public authority to implement financings for constructing and improving City facilities and infrastructure. The Council serves as the Board of Directors for this agency. At the September 17, 2013 meeting, the Board took action to elect the Mayor as President and the Vice Mayor as Vice President in accordance with the Board By-laws. The minutes of the May 8, 2012 meeting were also approved. At this evening’s meeting, the Board is being asked to: 1. Adopt the resolution approving documents and actions related to the private placement financing in the amount of $7,479,000 to fund a portion of the costs associated with the construction of energy efficiency improvements at the Water Reclamation Facility. A full discussion of the key issues related to this financing is provided in the Council Agenda Report separately prepared for this item and included in this Agenda. It is staff’s recommendation that the proposed financing should be approved in order to take advantage of the low, fixed interest rate and the opportunity to secure the financing ahead of the start of construction for this project. The Board is being asked to approve documents related to the financing which include an Installment Sale Agreement and an Assignment Agreement, which were prepared and substantively approved by bond counsel 2. Adjournment. Adjourn the Capital Improvement Board until the Board’s next meeting is scheduled. ATTACHMENTS 1. Capital Improvement Board Resolution San luis Obispo capital Improvement Board agenda report B6 - 1 RESOLUTION NO. RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF SAN LUIS OBISPO CAPITAL IMPROVEMENT BOARD APPROVING DOCUMENTS AND ACTIONS RELATING TO THE FINANCING OF WATER RECLAMATION FACILITY ENERGY EFFICIENCY PROJECT WHEREAS, the City of San Luis Obispo (the “City”) owns and operates facilities and property for the collection, treatment and disposal of wastewater within the service area of the City (the “Wastewater Enterprise”), and is proceeding to finance the acquisition and installation of improvements to its water reclamation facility, consisting generally of the onsite cogeneration of energy, solids management, upgrading and optimizing aging infrastructure, efficient lighting, and process system controls (the “Project”); and WHEREAS, the City Council has been presented with a financing plan for the installment sale financing of the Project on a private placement basis with U.S. Bancorp Government Leasing and Finance, Inc., as designee of Green Campus Partners LLC (the “Lender”), through the use of an installment sale agreement between the City and the City of San Luis Obispo Capital Improvement Board (the “Board”); and WHEREAS, the final form of the legal documentation relating to the financing has been prepared by bond counsel, and the Board of Directors wishes at this time to approve such legal documentation; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the City of San Luis Obispo Capital Improvement Board as follows: SECTION 1. Approval of Installment Sale Agreement. The Board of Directors hereby approves the Installment Sale Agreement relating to the financing of the Project, between the City and the Board, in the form thereof on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Executive Director or the Chief Financial Officer (each, 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 Board to execute, and the Secretary is hereby authorized and directed to attest, the final form of the Installment Sale Agreement. SECTION 2. Assignment by Board. The Board of Directors 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 the terms and provisions of the Assignment Agreement in the form thereof on file with the Secretary 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 B6 - 2 - 2 - and on behalf of the Board to execute, and the Secretary is hereby authorized and directed to attest, the final form of the Assignment Agreement. SECTION 3. Official Actions. The President, the Executive Director, the Chief Financial Officer, the Secretary, the Board Attorney and all other officers of the Board are each authorized and 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 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 Board 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 if such officer is absent or unavailable. SECTION 4. Effective Date. This Resolution shall take effect immediately upon its passage and adoption. AYES: NOES: ABSENT: President Secretary B6 - 3 - 3 - On motion of ___________________, seconded by ____________________, and on the following roll call vote: AYES: NOES: ABSENT: the foregoing Resolution was passed and adopted this 1st day of October, 2013. President ATTEST: Secretary APPROVED: Executive Director Board Attorney Chief Financial Officer APPROVED AS TO FORM: Board Attorney B6 - 4