HomeMy WebLinkAboutReso 44-2022 (22-216)City of South San Francisco P.O. Box 711 (City Hall,
400 Grand Avenue)
South San Francisco, CA
City Council
Resolution: RES 44-2022
File Number: 22-216 Enactment Number: RES 44-2022
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 2022 IN A
PRINCIPAL AMOUNT NOT TO EXCEED
TWENTY-FIVE MILLION DOLLARS ($25,000,000)
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, the legislative body of the District desires to authorize the issuance of a first
series of bonds for the District at this time under the Act to finance certain public facilities which the
District is authorized to finance (the "Facilities"); and
WHEREAS, the District desires to finance certain Facilities through the issuance of bonds in
an aggregate principal amount not to exceed $25,000,000 designated as the "City of South San Francisco
Community Facilities District No. 2021-01 (Public Facilities and Services), Special Tax Bonds (Oyster
Point), Series 2022" (the "Bonds"); 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
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File Number: 22-216
Enactment Number: RES 44-2022
WHEREAS, based on the appraisal prepared by Integra Realty Resources (the "Appraisal") of
the real property within the District, the 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
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; and
WHEREAS, the City Council, acting as the legislative body of the District, has determined to
adopt the Debt Management Policy established by the City Council for the City of South San Francisco
(the "City") by Resolution No. 107-2017, as such policy exists as of the date hereof and as hereafter
amended, as the Debt Management Policy of the District; and
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
$25,000,000, 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 Bond Indenture (the "Indenture"), which
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.
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File Number. 22-216
Enactment Number. RES 44-2022 .
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 5.00%. 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.
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.
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File Number. 22-216
Enactment Number. RES 44-2022
8. In accordance with the requirements of Section 53345.8 of the Act, based on the Appraisal, the City
Council, acting as the legislative body of the District, hereby determines that the 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 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. The City Council, acting as the legislative body of the District, hereby adopts by reference the Debt
Management Policy established by the City Council for the City by Resolution No. 107-2017, as such
policy exists as of the date hereof and as hereafter amended, as the Debt Management Policy of the
District.
12. 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.
13. This Resolution shall be effective upon its adoption.
At a meeting of the City Council on 3/23/2022, a motion was made by Vice Mayor Nicolas,
seconded by Councilmember Coleman, that this Resolution be approved. The motion passed.
Yes: 5 Mayor Nagales, Vice Mayor Nicolas, Councilmember Coleman, Councilmember
Flores, and Councilmember Addiego
Attest by 4 r:61
Rosa Gov Acosta, ity Clerk
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