Stradling Yocca Carlson & Rauth
Draft of 6/4/24
4854-4046-9434v4/022283-0612
RESOLUTION NO. 24-__
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
LANCASTER, AUTHORIZING THE ISSUANCE OF
LANCASTER FINANCING AUTHORITY LEASE REVENUE
BONDS, AUTHORIZING THE EXECUTION AND DELIVERY OF
A GROUND LEASE, LEASE AGREEMENT, INDENTURE,
CONTINUING DISCLOSURE AGREEMENT AND BOND
PURCHASE AGREEMENT IN CONNECTION WITH THE
ISSUANCE OF SUCH BONDS, 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 Lancaster (the “City”) is a municipal corporation and charter city duly organized and existing under and pursuant to the Constitution and laws of the State of California (the “State”);
WHEREAS, the City and the Lancaster Financing Authority (the “Authority”) desire to finance the costs of the acquisition, construction and installation of certain capital improvements, including but not limited to the Multi-Agency Regional Resiliency Center, the conversion of the existing minor league baseball stadium for use as a minor league soccer stadium, certain parks and recreation improvements within the City, certain public art projects located within the City, and other improvements, facilities and equipment (collectively, the “Projects”); 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 by the Authority of the “Lancaster Financing Authority Lease Revenue Bonds Series 2024A (Tax-Exempt)” (the “Series 2024A Bonds”) and the “Lancaster Financing Authority Lease Revenue Bonds Series 2024B (Federally Taxable)” (the “Series 2024B Bonds” and together with the Series 2024A Bonds, the “Series 2024 Bonds”) to finance the Projects;
WHEREAS, in order to facilitate the issuance of the Series 2024 Bonds, the City and the Authority desire to enter into a Ground Lease between the City and the Authority (the “Ground Lease”) pursuant to which the City will lease certain real property (collectively, the “Leased Assets”) to the Authority, and a Lease Agreement between the City and the Authority (the “Lease Agreement”), pursuant to which the City will lease the Leased Assets back from the Authority, and pay certain Base Rental Payments (as defined in the Lease Agreement), which are pledged to the owners of the Series 2024 Bonds by the Authority pursuant to an Indenture by and among U.S. Bank Trust Company, National Association (the “Trustee”), the City and the Authority (the “Indenture”); WHEREAS, the Series 2024 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”);
WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Series 2024 Bonds;
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WHEREAS, the City and the Authority have selected Piper Sandler & Co., to act as underwriter (“Underwriter”) of the Series 2024 Bonds and, in connection therewith, to purchase the Series 2024 Bonds from the Authority pursuant to a Bond Purchase Agreement (the “Bond Purchase Agreement”);
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 Series 2024 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; WHEREAS, in order to cause such requirement to be satisfied, the City desires to execute and deliver a Continuing Disclosure Agreement (the “Continuing Disclosure Agreement”); WHEREAS, a form of the Preliminary Official Statement with respect to the Series 2024 Bonds (the “Preliminary Official Statement”) has been prepared; WHEREAS, the City is a member of the Authority and the Projects are located within the boundaries of the City;
WHEREAS, the City has prior to the consideration of this resolution held a public hearing on the financing of the Projects with the proceeds of the issuance of the Series 2024 Bonds in accordance with Section 6586.5 of the Act;
WHEREAS, notice of such hearing was published once in the Antelope Valley Press, 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);
WHEREAS, the City Council has been presented with the form of each document referred to herein relating to the financing contemplated hereby, and the City Council desires to authorize and direct the execution of such documents and the consummation of such financing; 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; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LANCASTER, AS FOLLOWS:
Section 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 Series 2024 Bonds and otherwise hereunder within the meaning of Section 6586(a)-(d), inclusive, of the Act, in that the issuance of the Series 2024 Bonds and related transactions will result in more efficient delivery of local agency services to residential and commercial development.
Section 2. The forms of the Ground Lease and Lease Agreement, on file with the City Clerk, are hereby approved, and the Mayor, or such other member of the City Council as the Mayor 3 4854-4046-9434v4/022283-0612
may designate, the Vice Mayor, the City Manager, the Assistant City Manager, the Finance Director and the City Clerk, 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 Ground Lease and Lease Agreement in substantially said forms, 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 term of the Ground Lease and Lease Agreement shall terminate no later than May 1, 2055 (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 shall not exceed 5.5%.
Section 3. The form of 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 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 Series 2024 Bonds shall not exceed $73,000,000, the final maturity date of the Series 2024 Bonds shall be no later than May 1, 2055, the true interest cost applicable to the Series 2024 Bonds shall not exceed 5.5% and, provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Series 2024 Bonds established at negotiated sale pursuant to the Bond Purchase Agreement.
Section 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 underwriter's discount (not including any original issue discount paid by the Underwriter) from the principal amount of the Series 2024 Bonds in excess of 0.5% of the aggregate principal amount of the Series 2024 Bonds.
Section 5. The issuance of not to exceed $73,000,000 aggregate principal amount of the Series 2024 Bonds in one or more series of taxable or tax-exempt bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby authorized and approved.
Section 6. The form of 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 Series 2024 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).
Section 7. The preparation and delivery of an Official Statement, and its use in connection with the offering and sale of the Series 2024 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 4 4854-4046-9434v4/022283-0612
final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the City.
Section 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 execute and deliver the Continuing Disclosure Agreement, 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.
Section 9. The Authorized Officers 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 identified in the Lease Agreement, and taking any and all actions, and executing and delivering any and all documents, in order to clear any title exceptions to the Leased Assets, including but not limited to entering into any subordination and non-disturbance agreement with any tenants of the Leased Assets. Additionally, any Authorized Officer is authorized and directed to solicit and accept bids for bond insurance and, if applicable, a reserve account insurance policy, for the Series 2024 Bonds, provided such officer determines acceptance of the best bid will result in debt service savings, and appropriate changes to each of the documents referenced herein to evidence such bond insurance and the terms thereof, are hereby authorized and approved. Anything to the contrary herein notwithstanding, in the event an Authorized Officer determines in consultation with NHA Advisors, LLC, the City’s municipal advisor, that the cost efficient marketing of the Series 2024 Bonds requires creation of a funded reserve under the Indenture, each of the Indenture, Lease Agreement and other documents approved herein may be revised to reflect the funding of such a reserve. 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.
Section 10. In accordance with Government Code Section 5852.1, certain good faith estimates are set forth in the staff report presented to the City Council in connection with this Resolution. Such estimates have been provided to the City by its municipal advisor with respect to the Series 2024 Bonds and the City Council hereby finds that the requirements of Section 5852.1 have been satisfied.
Section 11. This Resolution shall take effect from and after its date of adoption. 5 4854-4046-9434v4/022283-0612
PASSED, APPROVED and ADOPTED this 11th day of June, 2024, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST: APPROVED:
____________________________ ______________________________ ANDREA ALEXANDER R. REX PARRIS
City Clerk Mayor
City of Lancaster City of Lancaster
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES }ss
CITY OF LANCASTER }
CERTIFICATION OF RESOLUTION
CITY OF LANCASTER
I, __________________________, ___________________________ City of Lancaster, CA, do hereby certify that this is a true and correct copy of the original Resolution No. 24-___, for which the original is on file in my office.
WITNESS MY HAND AND THE SEAL OF THE CITY OF LANCASTER, on this _________ day of ________________, ________.
(seal)
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