HomeMy WebLinkAboutR-10867 Issuance, sale and delivery of SLO Public Financing Authority Lease Revenue Refunding BondsRESOLUTION NO. 10867 (2018 SERIES)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS
OBISPO, CALIFORNIA, AUTHORIZING THE ISSUANCE, SALE AND
DELIVERY OF SAN LUIS OBISPO PUBLIC FINANCING AUTHORITY
LEASE REVENUE REFUNDING BONDS; THE EXECUTION AND
DELIVERY OF A CONTINUING DISCLOSURE CERTIFICATE, 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
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Resolution No. 10867 (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 (the "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, 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; and
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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; and
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; and
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. In accordance with Section 6586 of the Government Code, the City Council
hereby finds and determines that the proposed financing of said proposed public capital
improvements will have one or more of the following public benefits to the citizens of the City,
and that such benefits will be significant:
(a) demonstrable savings in effective interest rate, bond preparation, bond
underwriting or bond issuance costs; and
(b) significant reductions in effective user charges levied by the City.
Accordingly, the City Council hereby approves the refinancing of the Prior Leases to allow
for the defeasance and refunding of the Prior Bonds proposed to be accomplished with the proceeds
of the Bonds.
SECTION 3. The City Council 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
Finance Director of the City 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, and is hereby authorized to act as treasurer of the Authority and to hold the funds
and accounts in trust as a fiduciary for the owners of the Bonds as set forth in said documents.
SECTION 4. The Site Lease, 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 Site Lease 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.
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Resolution No. 10867 (2018 Series) Page 4
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 City, to execute and deliver the Facility Lease 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.
SECTION 6. The Continuing Disclosure Certificate presented at 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 7. 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 0.4%
of the aggregate principal amount of the Bonds (exclusive of original issue discount).
SECTION 8. 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 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.
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Resolution No. 10867 (2018 Series)
SECTION 10. This resolution shall take effect immediately.
Page 5
Upon motion of Council Member Pease, seconded by Vice Mayor Christianson, 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 201h day of February 2018.
ATTEST:
Z:4�z- "Aw"Za&
Carrie Gallagher
City Clerk
APPROVED AS TO FORM:
J)Christine Dietrick
qty Attorney
IN WITNESS WHEREOF, I have hereunto set my fiancl and affixed the official seal of the City
of San Luis Obispo, California, this a 19.A day of
Carrie Gallagher
City Clerk
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