HomeMy WebLinkAboutReso 72-2022 (22-349)City of South San Francisco P.O. Box 711 (City Hall,
400 Grand Avenue)
IgoSouth San Francisco, CA
City Council
Resolution: RES 72-2022
File Number: 22-349 Enactment Number: RES 72-2022
RESOLUTION OF THE CITY OF SOUTH SAN
FRANCISCO AUTHORIZING THE EXECUTION AND
DELIVERY OF A SECOND AMENDMENT TO LEASE
AGREEMENT, SECOND 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 (MULTIPLE CAPITAL
PROJECTS AT ORANGE MEMORIAL PARK) LEASE
REVENUE BONDS, SERIES 2022A, APPROVING THE
ISSUANCE OF SUCH BONDS IN AN AGGREGATE
PRINCIPAL AMOUNT OF NOT TO EXCEED
$75,000,000, AUTHORIZING THE DISTRIBUTION OF
AN OFFICIAL STATEMENT IN CONNECTION WITH
THE OFFERING AND SALE OF SUCH BONDS AND
AUTHORIZING THE EXECUTION AND DELIVERY 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 various series
of bonds (the "Prior Bonds") pursuant to an Indenture, dated as of March 1, 2020, as supplemented by a
First Supplemental Indenture dated as of June 1, 2021 (together, the "Original Indenture"), each 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 Prior Bonds, the Authority and the City
entered into a Ground Lease dated as of March 1, 2020, as amended and supplemented by the First
Amendment to Ground Lease dated as of June 1, 2021 (together, the "Ground Lease"), pursuant to which
the City leased to the Authority certain real property and the improvements thereon (the "Leased
Assets"), and a Lease Agreement, dated as of March 1, 2020, as amended and supplemented by the First
Amendment to Lease Agreement dated as of June 1, 2021 (together, the "Original Lease Agreement"),
pursuant to which the Authority subleased the Leased Assets to the City; and
City of South San Francisco Page 1
File Number. 22-349
Enactment Number. RES 72-2022
WHEREAS, the City desires to issue a series of Additional Bonds (as defined in the Original
Indenture) to finance the costs of the acquisition, construction and/or installation of additional City
facilities, consisting of new multi -use sports fields, a new aquatic center and certain other park facilities
located at Orange Memorial Park 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 (Multiple Capital Projects at Orange Memorial Park)
Lease Revenue Bonds, Series 2022A" (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 Second Amendment to Lease Agreement (the "Second Amendment to Lease Agreement"),
which amends the Original Lease Agreement to increase the Base Rental Payments (as defined in the
Original Lease Agreement) to be paid by the City thereunder to amounts sufficient to repay the Prior
Bonds and the Bonds; and
WHEREAS, pursuant to the Original Lease Agreement as amended by the Second Amendment
to Lease Agreement, the City will lease the Leased Assets from the Authority, and pay certain Base
Rental Payments, which are pledged to the owners of the Prior Bonds and the Bonds by the Authority
pursuant to the Original Indenture, as supplemented by the Second Supplemental Indenture (the "Second
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 UBS Financial Services Inc. (the
"Underwriter") to serve as the underwriter 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
Underwriter 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
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
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File Number. 22-349 Enactment Number: RES 72-2022
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 11, 2022; 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 manner 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 and the City Council so finds. 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 form of the Second Amendment to Lease Agreement, on file with the City Clerk, is
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, and the Director of
Finance (or any interim or acting 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 deliver the Second Amendment to Lease Agreement in
substantially said form, 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.
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File Number: 22-349 Enactment Number. RES 72-2022
3. The form of the Second 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 Second 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 principal amount of the Bonds shall not exceed $75,000,000, the final maturity
date of the Bonds shall be no later than June 1, 2046 and the true interest cost applicable to
the Bonds shall not exceed 5.00% 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 the aggregate underwriter's discount shall not be in excess of 0.30%
of the aggregate principal amount of the Bonds (not including any original issue discount or
premium).
5. The issuance of not to exceed $75,000,000 aggregate principal amount of the Bonds, in the
principal amounts, bearing interest at the rates and maturing on the dates as specified in the
Second 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 and distribution 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). The Authorized Officers are each hereby authorized and
directed to furnish, or cause to be furnished, to prospective investors for the Bonds a
reasonable number of copies of the Preliminary Official Statement.
7. The preparation and delivery of an Official Statement, and its use and distribution 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. 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.
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File Number: 22-349
Enactment Number: RES 72-2022
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 by the execution and delivery thereof.
9. 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 Ground Lease, the Original Lease Agreement and
the Original 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.
10. 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.
11. This resolution shall take effect immediately upon its passage.
At a meeting of the City Council on 5/11/2022, a motion was made by Vice Mayor Nicolas,
seconded by Councilmember Addiego, that this Resolution be approved. The motion passed.
Yes: 5 Mayor Nagales, Vice Mayor Nicolas, Councilmember Coleman, Councilmember
Flores, and Councilmember Addiego
Attest by U 4 /4 dwL
Pisa Govea Acosta, City Clerk
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