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HomeMy WebLinkAboutReso 86-2021 (21-361)City of South San Francisco P.O. Box 711 (City Hail, 400 Grand Avenue) South San Francisco, CA City Council Resolution: RES 86-2021 File Number: 21-361 Enactment Number: RES 86-2021 RESOLUTION OF THE CITY OF SOUTH SAN FRANCISCO AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST AMENDMENT TO GROUND LEASE, FIRST AMENDMENT TO LEASE AGREEMENT, FIRST SUPPLEMENTAL INDENTURE, CONTINUING DISCLOSURE AGREEMENT AND BOND PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF THE CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY (COMMUNITY CIVIC CAMPUS AND MULTIPLE CAPITAL PROJECTS) LEASE REVENUE BONDS, SERIES 2021A, APPROVING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $110,000,000, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS. WHEREAS, the City of South San Francisco, California (the "City") is a municipal corporation and general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California (the "State"); and WHEREAS, in order to finance certain public facilities and improvements of the City, the City of South San Francisco Public Facilities Financing Authority (the "Authority") has issued its City of South San Francisco Public Facilities Financing Authority (Police Station Project) Lease Revenue Bonds, Series 2020A (the "2020A Bonds") pursuant to an Indenture, dated as of March 1, 2020 (the "2020 Indenture"), by and among the City, the Authority and The Bank of New York Mellon Trust Company, N.A. (the "Trustee"); and WHEREAS, in connection with the issuance of the 2020A Bonds, the Authority and the City entered into a Ground Lease dated as of March 1, 2020 (the "2020 Ground Lease"), pursuant to which the City leased to the Authority certain real property and the improvements thereon (the "Existing Leased Assets"), and a Lease Agreement, dated as of March 1, 2020, (the "2020 Lease Agreement") pursuant to which the Authority subleased the Existing Leased Assets to the City; and WHEREAS, the City desires to issue a series of Additional Bonds (as defined in the 2020 Indenture) to finance the costs of the acquisition, construction and/or installation of additional City facilities, City of South San Francisco Page 1 File Number: 21-361 Enactment Number: RES 86-2021 consisting of a new City library, council chamber, parks and recreation facilities, and a community theater to be located within the City's new civic center campus, street and roadway improvements located within the City, solar panels to be located on City property and related improvements, facilities and equipment (the "Project"); and WHEREAS, the Authority and the City have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery of the "City of South San Francisco Public Facilities Financing Authority (Community Civic Campus and Multiple Capital Projects) Lease Revenue Bonds, Series 2021A" (the "Bonds") for the purpose of financing the Project; and WHEREAS, in order to facilitate the issuance of the Bonds, the City and the Authority desire to enter into a First Amendment to Ground Lease (the "First Amendment to Ground Lease") and a First Amendment to Lease Agreement (the "First Amendment to Lease Agreement"), which amends the 2020 Ground Lease and 2020 Lease Agreement, respectively, pursuant to which the City will add to the Existing Leased Assets, additional City property consisting of City Hall, the City Hall Annex, Westborough Park (including Fire Station #64), the Public Works Corporation Yard property (including the Public Works building), Fire Station #61, the Senior Center (Magnolia Center) and certain portions of the Community Civic Campus property, to be leased thereunder (the "Additional Leased Assets" and together with the Existing Leased Assets, the "Leased Assets"); and WHEREAS, pursuant to the 2020 Lease Agreement as amended by the First Amendment to Lease Agreement, the City will lease the Leased Assets from the Authority, and pay certain Base Rental Payments (as defined in the 2020 Lease Agreement), which are pledged to the owners of the 2020A Bonds and the Bonds by the Authority pursuant to the 2020 Indenture, as supplemented by the First Supplemental Indenture (the "First Supplemental Indenture") to be entered into by the City, the Authority and the Trustee in connection with the issuance of the Bonds; and WHEREAS, the Bonds will be issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the "Act"); and WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Bonds; and WHEREAS, the City and the Authority have selected the underwriters named in the Bond Purchase Agreement (as defined below), with Stifel Nicolaus & Company, Incorporated, as representative of such underwriters (together, the "Underwriters"), of the Bonds and, in connection therewith, to purchase the Bonds from the Authority pursuant to a Bond Purchase Agreement (the "Bond Purchase Agreement"); and WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12"), requires that, in order to be able to purchase or sell the Bonds, the Underwriters thereof must have reasonably determined that the City has undertaken in a written agreement or contract for the benefit of the holders of the Bonds to provide disclosure of certain financial information and certain events on an ongoing basis; and City of South San Francisco Page 2 File Number: 21-361 Enactment Number: RES 86-2021 WHEREAS, in order to cause such requirement to be satisfied, the City desires to enter into a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") with a dissemination agent; and WHEREAS, a form of the Preliminary Official Statement with respect to the Bonds (the "Preliminary Official Statement") has been prepared; and WHEREAS, the City is a member of the Authority and the Project is located within the boundaries of the City; and WHEREAS, the City has prior to the consideration of this resolution held a public hearing on the financing of the Project with the proceeds of the issuance of the Bonds in accordance with Section 6586.5 of the Act, which hearing was held on May 12, 2021, via a virtual meeting format in accordance with the Governor of the State of California's Executive Order N-29-20 and other applicable directives; and WHEREAS, notice of such hearing was published once in The Examiner, a newspaper of general circulation in the City, at least five days prior to the hearing (in accordance with Section 6586.5 of the Act); and WHEREAS, the City Council has been presented with the form of each document referred to herein to be executed and delivered in connection with the financing contemplated hereby, and the City Council desires to authorize and direct the execution of such documents and the consummation of such financing; and WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and mariner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided. NOW, THEREFORE, the City of South San Francisco, does hereby resolve as follows: 1. Each of the above recitals is true and correct. Following a duly noticed and conducted public hearing, the City Council hereby finds and determines that there are significant public benefits to the citizens of the City through the use of the Act to assist the City with respect to the subject matter hereof through the approval of the issuance of the Bonds and otherwise hereunder within the meaning of Section 6586(a) -(d), inclusive, of the Act, in that the issuance of the Bonds and related transactions will result in more efficient delivery of local agency services to residential and commercial development. 2. The forms of the First Amendment to Ground Lease and First Amendment to Lease Agreement, on file with the City Clerk, are hereby approved, and the Mayor of the City, or such other member of the City Council as the Mayor may designate, the City Manager, the Assistant City Manager (or any interim Assistant City Manager), and the Director of Finance, and any designee thereof (the "Authorized Officers"), are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and City of South San Francisco Page 3 File Number., 21-361 Enactment Number. RES 86-2021 deliver the First Amendment to Ground Lease and First Amendment to Lease Agreement in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve (including, without limitation, the description of the Leased Assets to be leased thereunder), such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of the 2020 Lease Agreement and the 2020 Ground Lease as amended by the First Amendment to Lease Agreement and the First Amendment to Ground Lease, respectively, shall terminate no later than June 1, 2051 (provided that such term may be extended as provided therein) and the true interest cost applicable to the interest components of the Base Rental Payments with respect to the Bonds shall not exceed 3.5% per annum. 3. The form of the First Supplemental Indenture, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the First Supplemental Indenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the Bonds shall not exceed $110,000,000, the final maturity date of the Bonds shall be no later than June 1, 2051 and the true interest cost applicable to the Bonds shall not exceed 3.5% per annum, and, provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Bonds established at negotiated sale pursuant to the Bond Purchase Agreement. 4. The Bond Purchase Agreement, on file with the City Clerk, is hereby approved and the Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the City, to execute and deliver the acceptance thereof set forth in the Bond Purchase Agreement, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriters' discount in excess of 0.265% of the aggregate principal amount of the Bonds (not including any original issue discount or premium). 5. The issuance of not to exceed $110,000,000 aggregate principal amount of the Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the First Supplemental Indenture as finally executed, is hereby approved. 6. The form of the Preliminary Official Statement, on file with the City Clerk, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the City that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 (except for the omission of certain final pricing, rating and related information as permitted by Rule 15c2-12). 7. The preparation and delivery of an Official Statement, and its use in connection with the offering and sale of the Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. City of South San Francisco Page 4 File Number. 21-361 Enactment Number: RES 86-2021 The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the City, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the City. 8. The form of Continuing Disclosure Agreement, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to enter into the Continuing Disclosure Agreement with Willdan Financial Services, as dissemination agent, or another third party, as selected by an Authorized Officer, in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced to the execution and delivery thereof. 9. The City Council hereby authorizes the expenditure of up to $65 million from available Measure W sales tax revenues and other City funds to fund Project costs and other project costs eligible to be funded from Measure W sales tax revenues in fiscal year 2020-21. 10. The officers, employees and agents of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, adding property to, substituting property for or removing property from the Leased Assets and making such further amendments to the 2020 Ground Lease, the 2020 Lease Agreement and the 2020 Indenture as may be necessary to facilitate the issuance of the Bonds in accordance with the terms of such agreements and paying for fees and other costs of issuance of the Bonds as agreed to by the City and the respective parties thereto. All actions heretofore taken by the officers, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified. 11. In accordance with Government Code Section 5852.1, there has been presented to this City Council in the Staff Report accompanying this Resolution certain good faith estimates provided to the City by its municipal advisor with respect to the Bonds. The City Council hereby finds that the requirements of Section 5852.1 have been satisfied. 12. This resolution shall take effect immediately upon its passage. At a meeting of the City Council on 5/12/2021, a motion was made by Councilmember Nicolas, seconded by Councilmember Coleman, that this Resolution be approved. The motion passed. Yes: 5 Mayor Addiego, Vice Mayor Nagales, Councilmember Nicolas, Councilmember Coleman, and Councilmember Flores Attest by azi�e6 Rosa G ea Acosta, City Clerk City of South San Francisco Page 5