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