Loading...
HomeMy WebLinkAboutReso 70-2025 (25-524)City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) City Council South San Francisco, CA Resolution: RES 70-2025 File Number: 25-524 Enactment Number: RES 70-2025 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF CITY OF SOUTH SAN FRANCISCO COMMUNITY FACILITIES DISTRICT NO. 2021-01 (PUBLIC FACILITIES AND SERVICES), CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AUTHORIZING THE ISSUANCE OF ITS SPECIAL TAX BONDS (OYSTER POINT), SERIES 2025 IN A PRINCIPAL AMOUNT NOT TO EXCEED THIRTY TWO MILLION DOLLARS ($32,000,000) AND APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City Council of the City of South San Francisco, California (the "City Council"), has heretofore undertaken proceedings to establish City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services), City of South San Francisco, County of San Mateo, State of California (the "District") and the City Council, acting as the legislative body of the District, has declared the necessity to issue bonds on behalf of the District pursuant to the terms and provisions of the Mello -Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (Act); and WHEREAS, pursuant to Resolution Nos. 53-2021 and 54-2021 adopted by the legislative body of the District on March 10, 2021, certain bond propositions were submitted to the qualified electors within the District, and were approved by more than two-thirds of the votes cast at the election held on March 10, 2021; and WHEREAS, on April 21, 2022, the District issued a first series of bonds in the aggregate principal amount of $19,685,000 designated as the "City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services), Special Tax Bonds (Oyster Point), Series 2022 " (the "2022 Bonds") for the District under the Act to finance certain public facilities which the District is authorized to finance (the "Facilities"); and WHEREAS, the 2022 Bonds were issued pursuant to a Bond Indenture, dated as of April 1, 2022 (the "Original Indenture"), by and between the District and The Bank of New York Mellon Trust Company, N.A. (the "Trustee"); and WHEREAS, the District desires to finance certain Facilities through the issuance of a second series of bonds in an aggregate principal amount not to exceed $32,000,000 designated as the "City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services), Special Tax Bonds (Oyster Point), Series 2025" (the "Bonds"); and WHEREAS, the Bonds will be issued as Parity Bonds (as such term is defined in the Original Indenture) pursuant to the Original Indenture; and WHEREAS, in connection with the issuance of the Bonds, the City Council, acting as the legislative body of the District, desires to approve certain documents in substantially the forms presented herein; and City of South San Francisco File Number: 25-524 Enactment Number: RES 70-2025 WHEREAS, the assessed value of the real property in the District subject to the special tax to pay debt service on the Bonds is more than three times the sum of the principal amount of the Bonds, the 2022 Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within the District as calculated in the manner set forth in Section 53345.8(a) of the Act; and WHEREAS, the City Council, acting as the legislative body of the District, has determined in accordance with Section 53360.4 of the Act that a negotiated sale of the Bonds to Stifel, Nicolaus & Company, Incorporated (the "Underwriter") in accordance with the terms of the Bond Purchase Agreement for the Bonds to be entered into by the District and the Underwriter (the "Bond Purchase Agreement") approved as to form by the City Council, acting as the legislative body of the District herein, will result in a lower overall cost to the District than a public sale. NOW, THEREFORE, the City Council, acting as the legislative body of City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services), City of South San Francisco, County of San Mateo, State of California, does hereby resolve, determine and order as follow: 1. Each of the above recitals is true and correct. 2. The issuance of the Bonds is hereby authorized in an aggregate principal amount not to exceed $32,000,000, with the exact principal amount to be determined by the official signing the Bond Purchase Agreement in accordance with Section 5 below. The City Council, acting as the legislative body of the District, hereby determines that it is prudent in the management of the District's fiscal affairs to issue the Bonds. The Bonds shall mature on the dates and pay interest at the rates set forth in the Bond Purchase Agreement to be executed by the District in accordance with Section 5 hereof. All other provisions of the Bonds shall be governed by the terms and conditions of the Original Indenture, as amended and supplemented by the First Supplemental Bond Indenture (the "First Supplemental Indenture" and, together with the Original Indenture, the "Indenture"), which First Supplemental Indenture shall be substantially in the form on file with the City Clerk, with such additions thereto and changes therein (including, but not limited to, changes in the amount to be maintained in the Reserve Account (as defined in the Indenture)) as the officer or officers executing the same deem necessary to enhance the security for the Bonds, to cure any ambiguity or defect therein, to insert the offering price(s), interest rate(s), selling compensation, principal amount per maturity, redemption dates and prices and such other related terms and provisions as limited by Section 5 hereof or to conform any provisions therein to the Bond Purchase Agreement or the Official Statement referred to in Section 7 hereof delivered to the Underwriter of the Bonds. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Indenture by one of the following: the Mayor of the City, the City Manager, the Assistant City Manager, the Director of Finance (or the acting Director of Finance) or their written designees (each, an "Authorized Officer" and collectively, the "Authorized Officers"), each of whom, acting alone, is authorized to execute the Indenture. Capitalized terms used in this Resolution which are not defined herein have the meanings ascribed to them in the Indenture. 3. The Bonds shall be executed on behalf of the District by the manual or facsimile signature of the Mayor of the City or his or her written designee and be attested by the manual or facsimile signature of the City Clerk. The Bank of New York Mellon Trust Company, N.A. is hereby appointed to act as trustee, registrar and transfer agent for the Bonds. 4. The covenants set forth in the Indenture to be executed in accordance with Section 2 above are hereby approved, shall be deemed to be covenants of the District and shall be complied with by the District and its officers. The Indenture shall constitute a contract between the District and the Owners of the Bonds. 5. The form of the Bond Purchase Agreement presented at this meeting is hereby approved and each of the Authorized Officers, acting alone, is hereby authorized to execute the Bond Purchase Agreement, with such additions thereto and changes therein relating to dates and numbers as are necessary to conform the Bond Purchase Agreement to the dates, amounts and interest rates applicable to the Bonds as of the sale date of the Bonds. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement by one or more of the Authorized Officers; provided, however, that the Bond Purchase Agreement shall be signed only if the Underwriter's discount does not exceed 1.25% of the principal amount of the Bonds and only if the true interest cost on the Bonds does not exceed 6.50%. Each of the Authorized Officers, acting alone, is authorized to determine the day on which the Bonds are to be priced in order to attempt to produce the lowest borrowing cost for the District and may reject any terms for the Bonds presented by the Underwriter if determined not to be in the best interest of the District. City of South San Francisco File Number: 25-524 Enactment Number: RES 70-2025 6. The form of the Continuing Disclosure Certificate presented at this meeting is hereby approved and each of the Authorized Officers, acting alone, is hereby authorized to execute the Continuing Disclosure Certificate in the form hereby approved, with such additions therein and changes thereto as the officer executing the same deem necessary to cure any defect or ambiguity therein, with such approval to be conclusively evidenced by the execution and delivery of such Certificate. 7. The form of the Preliminary Official Statement presented at this meeting is hereby approved and the Underwriter is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Bonds in the form hereby approved, together with such additions thereto and changes therein as are determined necessary by the Authorized Officers to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-12"), and each of them is authorized to execute a certificate that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12. Each of the Authorized Officers is hereby authorized to execute and deliver a final Official Statement in the form of the Preliminary Official Statement, together with such changes as are determined necessary by the Authorized Officers, to make such Official Statement complete and accurate as of its date. The Underwriter is further authorized to distribute the final Official Statement for the Bonds and any supplement thereto to the purchasers of the Bonds upon the execution of the final Official Statement as described above. 8. In accordance with the requirements of Section 53345.8 of the Act, the City Council, acting as the legislative body of the District, hereby determines that the assessed value of the real property in the District subject to the special tax to pay debt service on the Bonds is more than three times the principal amount of the Bonds, the 2022 Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within the District, all as calculated in the manner provided in Section 53345.8(a) of the Act. 9. Each Authorized Officer is authorized to provide for all services necessary to effect the issuance of the Bonds. Such services shall include, but not be limited to, printing the Bonds, obtaining legal services, municipal advisory services, trustee and paying agent services, and any other services deemed appropriate as set forth in a certificate of such Authorized Officer. Each Authorized Officer is authorized to pay for the cost of such services, together with other costs of issuance, from Bond proceeds deposited pursuant to the Indenture. 10. The Authorized Officers, the City Clerk and the other officers and staff of the City and the District responsible for the fiscal affairs of the District are hereby authorized and directed to take any actions and execute and deliver any and all documents as are necessary to accomplish the issuance, sale and delivery of the Bonds in accordance with the provisions of this Resolution and the fulfillment of the purposes of the Bonds as described in the Indenture, including providing certificates to the Underwriter as to the accuracy of any information relating to the District which is included within the Official Statement. Any document authorized herein to be signed by the City Clerk may be signed by a duly appointed deputy clerk. 11. In accordance with Government Code Section 5852.1, there has been presented to the City Council in the Staff Report accompanying this Resolution certain good faith estimates provided to the District by its municipal advisor with respect to the Bonds. The City Council, acting as the legislative body of the District, hereby finds that the requirements of Section 5852.1 have been satisfied. 12. This Resolution shall be effective upon its adoption. City of South San Francisco File Number: 25-524 Enactment Number: RES 70-2025 At a meeting of the City Council on 5/28/2025, a motion was made by Mayor Flores, seconded by Councilmember Nicolas, that this Resolution be approved. The motion passed. Yes: 5 Mayor Flores, Vice Mayor Addiego, Councilmember Nagales, Councilmember Coleman, and Councilmember Nicolas Attest by go zi osa Govea Acosta, City Clerk City of South San Francisco