HomeMy WebLinkAboutSRJPFA Resolution FA2018-01 (Authorization to Issue Bonds)41390-03 SM:SRF:REL 01/18/2018
02/09/2018
RESOLUTION NO. FA 2018-01
RESOLUTION OF THE SAN RAFAEL JOINT POWERS FINANCING
AUTHORITY AUTHORIZING THE ISSUANCE OF LEASE REVENUE BONDS
IN AN INITIAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$55,000,000 IN CONNECTION WITH FINANCING CERTAIN PUBLIC CAPITAL
IMPROVEMENTS CONSISTING OF PUBLIC SAFETY FACILITIES,
AUTHORIZING AND DIRECTING EXECUTION OF AN INDENTURE OF
TRUST, A LEASE AGREEMENT, A SITE LEASE AND CERTAIN OTHER
DOCUMENTS, AUTHORIZING THE NEGOTIATION FOR THE SALE OF
BONDS PURSUANT TO A BOND PURCHASE AGREEMENT, APPROVING
AN OFFICIAL STATEMENT, AND AUTHORIZING OTHER RELATED
ACTIONS
WHEREAS, the City of San Rafael (the "City") and the California Municipal Finance
Authority have entered into an Amended and Restated Joint Exercise of Powers Agreement
continuing the existence of the San Rafael Joint Powers Financing Authority (the "Authority") for
the purpose, among others, of having the Authority issue its bonds to be used to finance the
acquisition, construction and improvement of certain public capital improvements; and
WHEREAS, the City has proposed to finance certain public capital improvements of the
City, consisting generally of a new public safety center and two replacement fire stations (the
“Project”), and
WHEREAS, to that end, the City has proposed to lease to the Authority certain real
property and improvements (the “Leased Property”) under a Site Lease (the “Site Lease”), in
consideration of the payment by the Authority of an upfront rental payment (the “Site Lease
Payment”) that is sufficient to provide funds for the acquisition and construction of the Project;
and
WHEREAS, in order to raise funds equal to the Site Lease Payment, the Authority
proposes to authorize the issuance of its Lease Revenue Bonds, Series 2018 (the "Bonds")
under Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the
Government Code of the State of California (the "Bond Law"); and
WHEREAS, in order to secure the payments of principal of and interest on the Bonds,
the Authority proposes to lease the Leased Property back to the City under a Lease Agreement
(the “Lease Agreement”), under which the City is obligated to pay semiannual lease payments
as rental for the Leased Property, and the Authority will assign substantially all of its rights under
the Lease Agreement to MUFG Union Bank, N.A. (the “Trustee”), as trustee for the Bonds,
under an Assignment Agreement by and between the Authority and the Trustee; and
WHEREAS, the Authority desires to prepare and make available to potential investors
an official statement relating to the Bonds containing information to be used in connection with
the sale of Bonds; and
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WHEREAS, the Bonds will be sold to Raymond James & Associates, Inc., as
underwriter of the Bonds (the “Underwriter”), under a bond purchase agreement (the “Bond
Purchase Agreement”) among the Authority, the City and the Underwriter; and
WHEREAS, the Governing Board (the "Board") of the Authority has duly considered
such transactions and wishes at this time to approve said transactions in the public interests of
the Authority, and make certain findings regarding significant public benefits to the City with
respect to these transactions; and
WHEREAS, in accordance with Government Code Section 5852.1, the Board has
obtained and disclosed the information set forth in Appendix A hereto; and
NOW, THEREFORE, BE IT RESOLVED, by the Governing Board of the San Rafael
Joint Powers Financing Authority as follows:
Section 1. Findings and Determinations. Pursuant to the Act, the Board hereby finds
and determines that the issuance of the Bonds and the transactions related thereto will result in
significant public benefits to the City within the contemplation of Section 6586 of the Bond Law.
Section 2. Issuance of Bonds. The Board hereby authorizes the issuance of the
Bonds in an original principal amount not to exceed $55,000,000. The Bonds shall be issued in
accordance with the Bond Law and the Indenture of Trust approved below.
Section 3. Approval of Related Financing Agreements. The Authority hereby
approves each of the following agreements required for the issuance and sale of the Bonds and
the financing of the Project, in substantially the respective forms on file with the Secretary
together with any changes therein or additions thereto deemed advisable by the Chair, the
Executive Director and the Treasurer and Controller, or the designee of any of them (the
“Designated Officers”) and the Authority’s general counsel. Execution of the agreements by a
Designated Officer shall be conclusive evidence of the approval of any such changes or
additions. Each Designated Officer is hereby authorized and directed for and on behalf of the
Authority to execute, and the Secretary is hereby authorized and directed to attest, the final form
of each such agreement, as follows:
• Indenture of Trust, between the Authority and the Trustee, setting forth
the terms and provisions relating to the Bonds.
• Site Lease, between the City as lessor and the Authority as lessee, under
which the City leases the Leased Property to the Authority in consideration of the
payment of the Site Lease Payment.
• Lease Agreement, between the Authority as lessor and the City as
lessee, under which the Authority leases the Leased Property back to the City and the
City agrees to pay semiannual lease payments which are sufficient to provide revenues
with which to pay principal of and interest on the Bonds when due.
• Assignment Agreement, between the Authority and the Trustee, whereby
the Authority assigns certain of its rights under the Lease Agreement to the Trustee for
the benefit of the Bond owners.
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The Board hereby authorizes the performance by the Authority of its obligations under
each such agreement.
Section 4. Bond Purchase Agreement. The Authority hereby approves the form of
the Bond Purchase Agreement on file with the Secretary, with such additions thereto and
changes therein as the Designated Officers and the Authority’s general counsel may deem
necessary, desirable or appropriate upon consultation with bond counsel, the execution of which
by the Authority shall be conclusive evidence of the approval of any such additions or changes,
provided that no such addition or change shall increase the original principal amount of Bonds
to be in excess of $55,000,000, or shall provide for a true interest cost with respect to the Bonds
in excess of 5.00% or an underwriter's discount (exclusive of any original issue discount) of
greater than 0.50%. The Designated Officers, each acting alone, are hereby authorized and
directed to execute the Bond Purchase Agreement and to take all actions necessary to fulfill the
Authority’s obligations thereunder.
Section 5. Official Statement. The Board hereby approves the form of Preliminary
Official Statement relating to the Bonds (the "Preliminary Official Statement") on file with the
Secretary, together with such changes or additions thereto as the Designated Officers and the
Authority’s general counsel may deem necessary, desirable or appropriate upon consultation
with bond and disclosure counsel, and authorizes the Designated Officers, each acting alone, to
deem the Preliminary Official Statement final within the meaning of Rule 15c2-12 of the
Securities Exchange Act of 1934 except for omissions permitted therein. Distribution of the
Preliminary Official Statement by the Underwriter is hereby approved. The Designated Officers,
each acting alone, are hereby authorized to execute the final form of the Official Statement with
such changes or additions as the Designated Officers may deem necessary, desirable or
appropriate upon consultation with bond and disclosure counsel, and the execution of the final
Official Statement by the Authority shall be conclusive evidence of the approval of any such
additions and changes. The Board hereby authorizes the distribution of the final Official
Statement.
Section 6. Official Actions. The Designated Officers, the Secretary and any and all
other officers of the Authority are hereby authorized and directed, for and in the name of and on
behalf of the Authority, to do any and all things and take any and all actions, including execution
and delivery of any and all documents, assignments, certificates, requisitions, agreements,
notices, consents, instruments of conveyance, warrants and documents, which they, or any of
them, may deem necessary, advisable, or appropriate upon consultation with bond and
disclosure counsel, in order to consummate the lawful issuance and sale of the Bonds and the
consummation of the transactions as described herein, including without limitation, such
documents, assignments, certificates and agreements as may be required by the Indenture, the
Lease Agreement, the Site Lease and any and all other documents and agreement approved
hereunder. Any action previously taken by the Designated Officers in furtherance of the
foregoing are hereby ratified and approved.
Section 7. Effective Date. This Resolution shall take effect immediately upon its
passage and adoption.
I, LINDSAY LARA, Secretary of the San Rafael Joint Powers Financing Authority,
hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a
regular meeting of the San Rafael Joint Powers Financing Authority held on the 5th day of
March, 2018, by the following vote, to wit:
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AYES: BOARD MEMBERS: Bushey, Colin, Gamblin, McCullough & Chairman Phillips
NOES: BOARD MEMBERS: None
ABSENT: BOARD MEMBERS: None
___________________________________
LINDSAY LARA, Secretary
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APPENDIX A
Government Code Section 5852.1 Disclosure
The following information consists of estimates that have been provided by the
Underwriter of the Bonds and Municipal Advisor to the Authority, which have been represented
by them to have been provided in good faith:
(A) True Interest Cost of the Bonds: 3.50%
(B) Finance Charge of the Bonds (Sum of all fees/charges paid to third parties):
$400,000
(C) Net Proceeds to be received (net of finance charges, reserves and capitalized
interest, if any): $53,600,000
(D) Total Payment Amount Through Maturity: $73,200,000