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HomeMy WebLinkAboutResolution No. 17-0001-Authorizing the Issuance of Lease Revenue BondsRESOLUTION NO. ;r RESOLUTION OF DOWNEY PUBLIC FINANCING AUTHORI AUTHORIZINGBONDS CONNECTION IMPROVEMENTS,•- AND DIRECTING EXECUTIONOF INDENTURE, • ' AND CERTAIN • D • ' i • - •' BONDS, APkOVING AN OFFICIAL STATEMENT, AND AUTHORIZIN OTHER r ACTIONS 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, the lease revenue bonds will be issued pursuant to an Indenture between the Authority and U.S. Bank National Association,_ as trustee (the "Indenture"); and WHEREAS, the Authority and the City propose to sell the lease revenue bonds to Stifel, Nicolaus & Co., Incorporated (the "Underwriter"), pursuant to the Bond Purchase Agreement (the "Bond Purchase Agreement"), the form of which is on file with the Secretary of the Authority; and WHEREAS, the Authority desires to prepare and make available to the Underwriter for distribution to potential investors an official statement relating to the lease revenue bonds containing information to be used in connection with the sale of Bonds; and WHEREAS, as required by Section 6586.5 of the Act, 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, the City Council held a public hearing at which all interested persons were provided the opportunity to speak on the subject of financing the Improvements, and, following the hearing, found that issuance of the lease revenue bonds for the purpose of financing the Improvements will result in significant public benefits of the type described in Section 6586 of AA.AIRN• • car PAGE 2 the Act, including, but not limited to demonstrable savings in bond preparation, bond underwriting and bond issuance costs WHEREAS, the Board of Directors (the "Board") of the Authority has duly considered these transactions and wishes at this time to approve these transactions and make certain findings regarding significant public benefits to the Authority's members with respect to these transactions; WHEREAS, pursuant to Senate Bill 1029 ("SB 1029"), which was :signed by the California Governor on September 12, 2016, California public agencies that issue debt must adopt debt management policies that meet certain criteria; WHEREAS, in response to SB 1029 and in order to adhere to sound financial management practices, the City Council of the City adopted the City of Downey Comprehensive Debt Policy on October 24, 2017 (as adopted, the "Debt Policy"); WHEREAS, the Debt Policy provides that it shall apply to any debt issued by any entity for which the City Council serves, from time to time, as legislative body, and the Authority (as such an entity) wishes to formally approve and adopt the Debt Policy for such purpose; Lei - k Wd rs • •MKO SECTION 1. Findings and Determinations. Pursuant to the Act, the Board 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 to its members within the contemplation of Section 6586 of the Act. SECTION 2. Issuance of Bonds; Approval of Indenture. The Board hereby authorizes the issuance of the lease revenue bonds in the maximum principal amount of not to exceed $52,000,000, a net interest cost of such lease revenue bonds that does not exceed 4.5% and an underwriter's discount (exclusive of any original issue discount) on such lease revenue bonds that does not exceed 0.5%. The lease revenue bonds shall be issued pursuant to the Indenture. The Board hereby approves the Indenture in the form on file with the Secretary of the Authority (the "Secretary"), together with such additions thereto and changes therein as the Chair, Treasurer or Executive Director, or the written designee of any of them (each, a "Designated Officer"), deems necessary, desirable or appropriate upon consultation with bond counsel to the Authority, the execution of which by the Authority shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest, the final form of the Indenture for and in the name and on behalf of the Authority. The Board hereby authorizes the performance by the Authority of its obligations under the Indenture. SECTION 3. Approval of Property Lease and Site Lease. The Board hereby approves the forms of a Property Lease (the "Property Lease") and a Site and Facilities Lease (the "Site Lease"), each between the Authority and the City, on file with the Secretary together 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 Authority shallbeconclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest, the final forms of the Property Lease and the Site Lease for and in the name of and on behalf of the Authority. The Authority hereby RESOLUTION NO. 17-0001 PAGE 3 authorizes the performance by the Authority of its obligations under the Property Lease and the Site Lease. SECTION 4. Sale of Bonds. The Authority hereby authorizes and directs a Designated Officer of the Authority to sell the lease revenue bonds pursuant to_a negotiated sale to the Underwriter. The Authority hereby approves the form of the Bond Purchase Agreement on file with the Secretary, with such additions thereto and changes therein as Designated Officers deem necessary, desirable or appropriate upon consultation with bond counsel to the Authority, 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 may increase the aggregate principal amount of lease revenue bonds to be in excess of the amount specified in Section 2 above, or may provide for net interest cost in excess of the cost specified in Section 2 above or an underwriter's discount (exclusive of any original issue discount) that is greater than the amount specified in Section 2_above. 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 Official Statement relating to the lease revenue bonds (the "Official Statement") on file with the Secretary, together with such changes or additions_ thereto as the Designated Officers deem necessary, desirable or appropriate upon consultation with bond counsel to the Authority, and authorizes the Designated Officers, each acting alone, to deem a preliminary form of the Official Statement final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, as amended, except for omissions permitted therein. Distribution of the preliminary form of 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 to the Authority, 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 authorizesthedistribution of the final Official Statement. SECTION +6. Municipal Bond Insurance.- The Designated Officers, each acting alone, are hereby authorized and directed to obtain a municipal bond insurance policy for the lease revenue bonds if it is determined, upon consultation with the Underwriter, that such municipal bond insurance policy will reduce the true interest costs for the lease revenue bonds or otherwise enable the Authority to achieve additional savings with respect to the lease revenue bonds. SECTION 7. Appointment of Bond Counsel, Disclosure Counsel and Municipal Advisor. Jones Hall, A Professional Law Corporation, is hereby appointed 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 leaserevenuebonds. 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. RESOLUTION NO. 111 PAGE 4 SECTION 8. 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 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 the Indenture, the Property Lease, the Site Lease and any and all other documents and agreements approved hereunder. SECTION 9. Approval of Debt Policy. The Authority hereby approves and adopts the Debt Policy as the debt management policy for the Authority. SECTION 10. Effective. This Resolution shall take effect immediately upon its passage and adoption. SECTION 11. The Secretary shall certify to the adoption of this Resolution. APPROVED AND ADOPTED this 28th day of NovemWr;-2'0-1'7'-- FERNAW50 VASQUEZ, Chair ATTEST: MA A ALICIA DUAR E, CMC Secretary HEREBY CERTIFY that the foregoing Resolution was adopted by the Board of Directors of the Downey Public Financing Authority 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, y; MARM ALICIA DUARTE, CMC Secretary 4=111910 0 1 f f EXHIBIT A Leased Property (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