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HomeMy WebLinkAboutr 10562 LOVR Authority Lease Revenue Bonds RESOLUTION NO. 10562 (2014 Series) A RESOLUTION OF THE GOYEIMN'ING BOARD OF THE SAN LUIS OBISPO PUBLIC FINANCING AUTHORITY, CALIFORNIA, AUTI-IOR17fNG THE ISSUANCE, SALE AND DELIVERY OF SAN LUIS OBISPO PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS; THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, A SITE LEASE, A FACILITY LEASE, AND AN OFFICIAL STATEtNIENT RELATING TO THE AFORESAID BONDS; AND CERTAIN OTHER ACTIONS IN CONNECTION WITH SUCH TRANSACTIONS WHEREAS, the City of San Luis Obispo (the "City') proposes to finance expansion of the Los Osos Valley Road interchange (the "Project'); 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 financing public capital improvements such as the Project; and WHEREAS, in order to assist in financing the Project, it is proposed that the City lease the real property located at 842 Palm Street, 1280 Laurel Lane and 1395 Madonna Road. San Luis Obispo, and improvements thereon (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 Bonds in the aggregate principal amount of not to exceed 58,306,000 (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 finance the Project, fund a debt service reserve account if deemed necessary and pay costs of issuance; and WHEREAS, it is further proposed that the Authority issue the Bonds pursuant to a trust agreement (the "Trust Agreement') by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"); and WHEREAS, in order to take advantage of the bond issuance options under the Code to achieve debt service savings for the Authority and maximize benefits to the City, the Governing Board deems it necessary and desirable to authorize the sale of the Bonds by a competitive sale to the lowest true interest cost bidder; 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 finance the Project; and R 10562 Resolution No. 10562 2014 Series Page 2 WHEREAS, the Authority has prepared an official statement relating to the Bonds (the "Official Statement") for use in preliminary form in connection with the marketing of the Bonds to potential purchasers and for use in final form for distribution to the actual purchasers thereof. NOW, THEREFORE, 13E IT RESOLVED, by the governing board of the San Luis Obispo Public Financing Authority (the "Governing Board") 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 53,305,000 to finance the Project, including reserve fund requirements if deemed necessary, costs of issuance and related fees and expenses: provided, however, that such bonds shall be sold on or before December 31. 2014. and shall mature no later than October I. 2044. The Treasurer of the Authority ('treasurer') is hereby directed to perform the duties imposed upon him by the provisions of the financing documents; including the Trust Agreement, the Site Lease and the Facilities Lease. SECTION 3. The Governing Board authorizes the sale of the Bonds through a competitive sale to the lowest true interest cost bidder, subject to all of the terms and conditions of the Official Notice of Sale describing the Bonds. The true interest cost of the Bonds shall not be in excess of six percent (6%), and the Bonds shall otherwise conform to the limitations specified herein. The proposed forms of the Official Notice of Sale and the Notice to Sell Bonds in substantially the forms on file with the Authority are hereby approved. Public Financial Management, Inc., as financial advisor (the "Financial Advisor"), is hereby authorized and directed to cause to be delivered to prospective bidders for the Bonds copies of said Official Notice of Sale. in substantially said form with such additions, corrections and revisions as may be determined to be necessary or desirable by the Financial Advisor, any Authorized Officer, or Bond Counsel. The true interest cost limitations described in this Section, and the terms of the Bonds described in Section 2, shall apply to such competitive sale. SECTION 4. The Trust Agreement, in substantially the form submitted to this meeting, is hereby approved. The Executive Director 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 5. 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. I i Resolution No. 105622014 ( Series) Page 3 SECTION 6. 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. 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 Financial Advisor is hereby authorized and directed to cause to be supplied to prospective bidders for the Bonds copies of a preliminary Official Statement in such form, and to supply the winning bidder of the Bonds with copies of a final Official Statement. completed to include, among other things the interest rate or rates and final sale information. Any of the Authorized Officers is hereby authorized and directed to execute a certificate confirming that the preliminary Official Statement has been "deemed final" by the City for purposes of Rule 15c2-12. SECTION 9. The Bonds shall be executed by the manual or facsimile signature of the Treasurer of the Governing Board 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 10. The Authority hereby designates the firm of Orrick, Herrington & Sutcliffe LLP to serve as bond counsel and disclosure counsel in connection with the issuance, sale and delivery of the Bonds. SECTION 11. 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, including all things and documents that may be necessary to provide insurance or other credit enhancement with respect to 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. 10562 (2014 Series) Page 4 SECTION 12. This resolution shall take effect immediately. Upon motion of Authority Member Carpenter, seconded by Vice Chair Christianson, and on the following roll call vote: AYES: Authority Members Ashbaugh, Carpenter and Smith, Vice Chair Christianson and Chair Marx NOES: None ABSENT: None The foregoing resolution was adopted this 16'h day of September 2014. L Chair Jan 1161, c -� ATTEST--% "1 'thoily J. Mej" ; Mi _'Secretary, APPROVED AS ORM: fiinstine Dietrick utortyCounsel I 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. los62' adopted September 16, 2014, during a meeting of the governing board of the Authority. Such meeting was duly and legally held at the regular meeting- place eetingplace 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: be u tom S � •K+�t F tel' !.`^► OHSUSA:758876383.5