HomeMy WebLinkAboutResolution No. 17-7761-Approving, Authorizing and Direct Execution of Certain Financing Docs & Execution of Docs to 2017 Lease Revenue Bonds not Exceed $52 Million•, ItIl I Is]
APPROVING,A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY
•- AND DIRECTING EXECUTIONOF
FINANCING DOCUMENTS AND DIRECTING CERTAIN RELATED ACTIONS
IN CONNECTION OF
IMPROVEMENTS,r AUTHORIZING THE CITY MANAGER AND/OR
ASSITANT CITY MANAGER TO EXECUTE DOCUMENTS NECESSARY TO
ISSUE THE 2017 LEASE REVENUE BONDS, THE PRINCIPAL
AMOUNTDOES i rMILLION
WHEREAS, the City of Downey (the "City") and the Community Development
Commission of the City of Downey, which operates and governs the housing authority of the
City consistent with the Housing Authorities Law (Health and Safety Code Section 33000 et
seq.) and pursuant to Health and Safety Code Section 34112 (the "Commission"), have entered
into a Joint Exercise of Powers Agreement, dated as of November 14, 2017, establishing the
Downey Public Financing Authority (the "Authority") for the purpose, among others, of providing
assistance to the City and the Housing Authority with their financing programs; and
WHEREAS, the City wishes to finance the acquisition and construction of certain public
capital improvements (the "Improvements") of benefit to the City, including, but not limited to,
certain park, fire station, police station, library, City Hall, civic theater, event center, public works
yard and utilities yard, parking structure, community facilities and Americans with Disabilities Act
improvements; and
WHEREAS, to provide financing for the acquisition and construction of the
Improvements (including the payment of capitalized interest, to the extent necessary), the City
has asked the Authority to issue lease revenue bonds under the provisions of 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 "Law"), and the City proposes leasing from the Authority (i) the real
property, and improvements located thereon, listed at Exhibit A hereto (collectively, the "Leased
Property"); and
WHEREAS, pursuant to a Site and Facilities Lease (the "Site Lease"), the City will lease
the Leased Property to the Authority; and
WHEREAS, pursuant to a Property Lease, between the City and the Authority (the
"Property Lease"), the City will lease the Leased Property from the Authority, and the Authority
will use the lease payments paid by the City to the Authority under the Property Lease to pay
debt service on the lease revenue bonds; and
WHEREAS, there has been submitted to this Council a form of preliminary Official
Statement in connection with the marketing of the lease revenue bonds and the Council, with
the aid of its staff, has reviewed the preliminary Official Statement to assure proper disclosure of
all material facts relating to the lease revenue bonds that are in the personal knowledge of the
Council Members and the City staff; and
WHEREAS, the Authority and the City propose to sell the lease revenue bonds to Stifel,
Nicolaus & Company, Incorporated (the "Underwriter"), pursuant to the Bond Purchase
Agreement (the "Bond Purchase Agreement"), the form of which is on file with the City Clerk;
and
WHEREAS, in order to assist the Underwriter in complying with Rule 15c2-12 of the
Securities Exchange Act of 1934, as amended (the "Rule"), the City will undertake certain
continuing disclosure obligations with respect to the lease revenue bonds pursuant to a
RESOLUTION NO. 17-7761
PAGE 2
continuing disclosure certificate to be executed by the City (the "Continuing Disclosure
Certificate"); and
WHEREAS, as a condition precedent to the issuance of the lease revenue bonds to
provide financing for the Improvements, Section 6586.5 of the California Government Code
requires that the City approve the proposed lease financing by the Authority and that the City
make certain findings with respect to such financing, as hereinafter set forth, and said Section
6586.5 further requires that such approval be given and findings be made only after noticed
public hearing thereon; and
WHEREAS, as required by Section 6586.5, the City has caused publication of a notice
of a public hearing on the financing of the Improvements once at least five days prior to the
hearing in a newspaper of general circulation in the City; and
WHEREAS, this Council held a public hearing at which all interested persons were
provided the opportunity to speak on the subject of financing the Improvements; and
WHEREAS, the City has duly considered such transactions and wishes at this time to
approve certain matters relating to the transactions as being in the public interest of the City;
RESOLVENOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES
HEREBY • •
SECTION 1. Pursuant to the Law, and based on the information provided to the City
Council by City staff and consultants, all as set forth in the proceedings and documents
providing for the issuance and delivery of the lease revenue bonds, the City Council hereby
finds and determines that the issuance of the lease revenue bonds to finance the Improvements
and the transactions related thereto will result in significant public benefits within the
contemplation of Section 6586 of the Law, namely, demonstrable savings in bond preparation,
bond underwriting and bond issuance costs.
SECTION _ 2. The City Council hereby approves the preparation of, and hereby
authorizes the City Manager and Assistant City Manager, or the written designee of either of
them (each, a "Designated Officer"), each acting alone, to deem final within the meaning of the
Rule (except for permitted omissions), the preliminary form of the Official Statement describing
the lease revenue bonds (the "Preliminary Official Statement") on file with the City Clerk,
together with such changes or additions as the Designated Officer may deem necessary,
desirable or appropriate upon consultation with bond counsel. 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 deem necessary, desirable or appropriate upon
consultation with bond counsel, and the execution of the final Official Statement by the City shall
be conclusive evidence of the approval of any such additions and changes. The City Council
hereby authorizes the distribution of the final Official Statement.
SECTION 3. The City Council hereby approves the forms of the Site Lease and the
Property Lease, each between the City and the Authority, on file with the City Clerk, with such
additions thereto and changes therein as the Designated Officers deem necessary,_ desirable or
appropriate upon consultation with bond counsel, the execution of which by the City shall be
conclusive evidence of the approval of any such additions and changes. The Designated
Officers and all -other appropriate officials of the City are hereby authorized and directed to
execute, and the City Clerk is hereby authorized to attest, as appropriate, the Site Lease and
RESOLUTION NO.
the Property Lease and such other agreements, documents and certificates as may be
necessary or desirable to effectuate the purposes of this resolution and the financing herein
authorized, including, without limitation, such other agreements, documents and certificates as
may be required by the Site Lease, and the Property Lease. The City Council hereby
authorizes the performance by the City of its obligations under the Site Lease and the Property
Lease. The maximum stated term of the Site Lease and the Property Lease shall not exceed 40
years.
SECTION 4 The City Council hereby approves the Continuing Disclosure Certificate in
the form on file with the City Clerk, together with such changes thereto as the Designated
Officers deem necessary, desirable or appropriate, the execution of which by the City shall be
conclusive proof of the approval thereof. The Designated Officers, each acting alone, are
hereby authorized and directed to execute the Continuing Disclosure Certificate, with such
changes, insertions and omissions as may be approved by such official executing the
Continuing Disclosure Certificate.
SECTION 5. The City Council hereby approves the form of the Bond Purchase
Agreement on file with the City Clerk, with such additions thereto and changes therein as the
Designated Officers deem necessary, desirable or appropriate upon consultation with bond
counsel, the execution of which by the City shall be conclusive evidence of the approval of any
such additions or changes; provided that no such addition or change shall increase the
aggregate principal amount of lease revenue bonds to be in excess of $52,000,000, or shall
provide for a net interest cost in excess of 4.5% or an underwriter's discount (exclusive of any
original issue discount) of greater than 0.5%. 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 City's obligations thereunder.
SECTION B. The Designated Officers, the City Clerk and any and all other officers of the
City are hereby authorized and directed, for and in the name of and on behalf of the City, to do
any and all things and take any and all actions, including changing the parcels that constitute
Leased Property, execution and delivery of any and all documents, assignments, certificates,
requisitions, agreements, notices, consents, instruments of conveyance, warrants and
documents, that they, or any of them, may deem necessary or advisable in order to
consummate the lawful issuance and sale of the lease revenue bonds, and the consummation
of the _transactions as described herein, and such documents, assignments, certificates and
agreements as may be required by any of the documents approved herein.
SECTION 7. Jones Hall, A Professional Law Corporation, is herebyappointed as bond
counsel and disclosure counsel with respect to the issuance of the lease revenue bonds. Each
of the Designated Officers is independently authorized to approve an engagement_ letter from
Jones Hall to act as bond counsel and disclosure counsel and to authorize payment of the cost
of such services.
Fieldman, Rolapp & Associates, Inc., (the "Municipal Advisor") is appointed to serve as
municipal, advisor in connection with the issuance and sale of the lease revenue bonds. Each of
the Designated Officers is independently authorized to approve an engagement letter from the
Municipal Advisor to act as municipal advisor and to authorize payment of the cost of such
services.
SECTION 8 This Resolution shall take effect immediately upon its passage and
adoption.
RESOLUTION NO.
PAGE 4
SECTION 9. The City Clerk shall certify to the adoption of this Resolution.
APPROVED AND ADOPTED this 28th day of Novemb' g17.
FE RNAN DO VASA ayor
MAR9 ALICIA DUARTE, CMC
City Clerk
HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of
the City of Downey at a regular meeting held on the 28th day of November, 2017 by the
following vote, to wit:
AYES:
Council Members: Pacheco, Rodriguez, Saab, Ashton, Mayor Vasquez
NOES:
Council Member: None.
ABSENT:
Council Member: None.
ABSTAIN:
Council Member: None.
'),-w 6M �* a �
MA IA ALICIA DUARTE, CMC
City Clerk
RESOLUTION NO.
PAGE 5
(i) City Hall site at 11111 Brookshire Avenue, Downey, California
(ii) Library site at 11121 Brookshire Avenue, Downey, California
(iii) Police Station site at 10911 Brookshire Avenue, Downey, California
(iv) Theatre site at 8435 Firestone Boulevard, Downey, California
(v) Fire Station #4 site at 9349 Florence Avenue, Downey, California
(vi) Fire Station 2 site at 9556 Imperial Highway, Downey, California
(vii) Fire Station 3 site at 9900 Paramount Boulevard, Downey, California
(viii) Fire Station #1 Headquarters site at 12222 Paramount Boulevard, Downey,
California
(ix) fire Station #1 Emergency OPS Center site at 8019 Orange Street, Downey,
California