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RESOLUTION of the San Leandro Public Financing Authority Authorizing the Issuance and Sale of 2016 Refunding Lease Revenue Bonds to Refinance Outstanding 2007 Certificates Of Participation, and Approving Related Documents and Official Actions
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RESOLVED, by the San Leandro Public Financing Authority (the "Authority"), as follows:
WHEREAS, the City of San Leandro (the “City”) has previously caused the execution and delivery of its 2007 Certificates of Participation (Library and Fire Stations Refunding Project) in the aggregate initial principal amount of $23,425,000 (the “2007 Certificates”) for the purpose of refinancing certain capital projects of the City, including improvements to the City’s main library building and the acquisition and construction of two fire stations; and
WHEREAS, in order to take advantage of prevailing bond market conditions, the City Council of the City wishes to authorize the refinancing of the 2007 Certificates; and
WHEREAS, to that end, the City has proposed to lease the real property constituting its main library building, including both land and improvements (the “Leased Property”) to the Authority in consideration of the payment by the Authority of an upfront rental payment which is sufficient to provide funds to refinance the 2007 Certificates; and
WHEREAS, in order to raise funds for such purpose, the Authority proposes to issue and sell its San Leandro Public Financing Authority 2016 Refunding Lease Revenue Bonds in the aggregate principal amount not to exceed $15,800,000 (the “Refunding Bonds”) under Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code (the “Bond Law”); and
WHEREAS, in order to secure the payments of principal and interest on the Refunding 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 U.S. Bank National Association, as trustee for the Refunding Bonds; and
WHEREAS, the Board of Directors wishes at this time to approve all proceedings of the Authority relating to the issuance and sale of the Refunding Bonds and assist the City in the refinancing of the 2007 Certificates;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the San Leandro Public Financing Authority as follows:
SECTION 1. Issuance of Refunding Bonds. The Board of Directors hereby authorizes the issuance of the Refunding Bonds under the Bond Law in the maximum principal amount not to exceed $15,800,000, for the purpose of providing funds to refinance the 2007 Certificates. The Refunding Bonds shall be issued under the Bond Law and the Indenture of Trust that is approved below.
SECTION 2. Approval of Related Financing Agreements. The Board of Directors hereby approves each of the following agreements required for the issuance and sale of the Refunding Bonds and the refinancing of the 2007 Certificates, in substantially the respective forms on file with the Secretary together with any changes therein or additions thereto (including the addition of a reserve account) deemed advisable by the Chairman, Executive Director or the Treasurer (each, an “Authorized Officer”), whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. An Authorized 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 U.S. Bank National Association, as trustee (the “Trustee”), setting forth the terms and provisions relating to the Refunding Bonds;
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- 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 an upfront amount which will be applied by the City to refinance the 2007 Certificates;
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- 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 to provide revenues with which to pay principal of and interest on the Refunding Bonds when due;
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- 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 Refunding Bond owners; and
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- Refunding Instructions, for the 2007 Certificates, from the City and the Authority to U.S. Bank National Association, as trustee for the 2007 Certificates, providing the deposit, investment and application of funds to refinance the 2007 Certificates.
SECTION 3. Negotiated Sale of Refunding Bonds. The Board of Directors hereby authorizes and directs the negotiated sale of the Refunding Bonds to Stifel, Nicolaus & Company, Incorporated (the “Underwriter”). The Refunding Bonds shall be sold pursuant to the terms and provisions of a Bond Purchase Agreement among the Authority, the City and the Underwriter in substantially the same form on file with the Secretary together with any changes therein or additions thereto deemed advisable by an Authorized Officer. The Refunding Bonds shall be sold at such price and shall bear interest at such rates as shall produce a minimum net present value savings to the City of at least 5% of the principal amount of the outstanding 2007 Certificates, as such savings shall be verified and conclusively determined by the City’s Financial Advisor (the “Minimum Savings Requirement”). The Underwriter’s discount shall not exceed 0.45%.
SECTION 4. Official Statement. The Board of Directors hereby approves the preliminary Official Statement describing the Refunding Bonds in substantially the form on file with the Secretary. The Executive Director and the Treasurer, each acting alone, are hereby authorized and directed to approve any changes in or additions to said preliminary Official Statement and, if requested by the Underwriter, to execute an appropriate certificate stating the Authority’s determination that the preliminary Official Statement (together with any changes therein or additions thereto) has been deemed nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934. Distribution of the preliminary Official Statement by the Underwriter is hereby approved. The Executive Director and the Treasurer, each acting alone, are hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by the Executive Director or the Treasurer shall be conclusive evidence of approval of any such changes and additions. The Board of Directors hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed on behalf of the Authority by the Executive Director or the Treasurer.
SECTION 5. Official Actions. The Authorized Officers and the General Counsel, the Secretary and all other officers of the Authority are each authorized and directed on behalf of the Authority to make any and all leases, assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance or termination, warrants and other documents, which they or any of them deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved under this Resolution. An Authorized Officer may revise the identity of the Leased Property as necessary in order to accomplish the purposes of this Resolution. Whenever in this resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf if such officer is absent or unavailable.
SECTION 6. Effective Date. This Resolution shall take effect immediately upon its passage and adoption.