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R-2024-028
RESOLUTION NO. R-2024-028
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PISMO BEACH,
CALIFORNIA MAKING REQUIRED FINDINGS AUTHORIZING THE EXECUTION
AND DELIVERY OF DOCUMENTS RELATING TO THE SALE AND ISSUANCE OF NOT TO EXCEED $48,500,000 PISMO BEACH PUBLIC FINANCING AGENCY SERIES 2024A LEASE REVENUE BONDS (PUBLIC SAFETY FACILITY PROJECT)
TO FINANCE CONSTRUCTION OF A PUBLIC SAFETY FACILITY PROJECT AND
AUTHORIZING AND DIRECTING CERTAIN ACTIONS IN CONNECTION
THEREWITH
WHEREAS, the City of Pismo Beach (the “City”) is a municipal corporation and a general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California (the “State”); and
WHEREAS, the Pismo Beach Public Financing Agency (the “Agency”) has assisted the City to finance certain improvements of the City through the prior issuance of various series of bonds (the “Prior Bonds”) pursuant to that certain Indenture, dated as of June 1, 2017, as supplemented by a First Supplement to Indenture, dated as of December 1, 2017 (together, the “Original Indenture”), each by and between the Agency and Wilmington Trust, N.A., as trustee (the “Trustee”); and WHEREAS, in connection with the issuance of the Prior Bonds, the Agency and the City entered into that certain Site and Facilities Lease, dated as of June 1, 2017, as supplemented by a First Supplement to Site and Facilities Lease, dated as of December 1, 2017 (together, the “Original Site Lease”), pursuant to which the City leased to the Agency certain real property and the improvements thereon (the “Leased Property”), and that certain Lease Agreement, dated as of June 1, 2017, as supplemented by the First Supplement to Lease Agreement dated as of December 1, 2017 (together, the “Original Lease Agreement”), pursuant to which the Agency subleased the Leased Property back to the City; and
WHEREAS, the Original Indenture allows for the issuance of Additional Bonds (as such term is defined in the Original Indenture) to finance additional improvements for the City; and
WHEREAS, the City desires to cause the Agency to issue the Pismo Beach Public Financing Agency Series 2024A Lease Revenue Bonds (Public Safety Facility Project), in the aggregate principal amount not to exceed $48,500,000 (the “2024 Bonds”), which 2024 Bonds will be secured by certain Base Rental Payments (as such term is defined in the Original Indenture) to be made pursuant to the Lease (as defined below), in order to provide financing for the costs of the design and construction of a public safety faci lity and related improvements to be located within the City (the “Project”); and WHEREAS, to accomplish the sale, preparation and issuance of the 2024 Bonds, the City and the Agency desire to enter into a Second Supplement to Site and Facilities Lease DocuSign Envelope ID: F7090550-8956-4EC9-B323-B1EBD11ABCBE
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(the “Second Supplement to Site Lease” and, together with the Original Site Lease, the “Site Lease”) and a Second Supplement to Lease Agreement (the “Second Supplement to Lease Agreement” and together with the Original Lease Agreement, the “Lease”), in order to make certain amendments thereto; and
WHEREAS, to facilitate the issuance of the 2024 Bonds, the City desires to approve the Agency’s execution and delivery of a Second Supplement to Indenture (the “Second Supplement to Indenture”), by and between the Age ncy and the Trustee, and a Second Supplement to Assignment Agreement (the “Second Supplement to Assignment Agreement”), by and between the Agency and the Trustee; and WHEREAS, the 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”); and
WHEREAS, the City and the Agency have selected BofA Securities, Inc. (the “Underwriter”) to serve as the underwriter of the 2024 Bonds and, in connection therewith, to purchase the 2024 Bonds from the Agency 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 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 2024 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 execute and deliver a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”); and
WHEREAS, a form of the Preliminary Official Statement with respect to the 2024 Bonds (the “Preliminary Official Statement”) has been prepared; and WHEREAS, the City is a member of the Agency 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 issuance of the 2024 Bonds in accordance with Section 6586.5 of the Act, which hearing was held at 760 Mattie Road, Pismo Beach, California, on May 7, 2024; and WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in a newspaper of general circulation in the City; 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 DocuSign Envelope ID: F7090550-8956-4EC9-B323-B1EBD11ABCBE
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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 Constitution and laws of the State to exist, to have happened and to have been performed precedent to and in connection with the issuance of the 2024 Bonds 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 BE IT RESOLVED by the City Council of the City of Pismo Beach as follows:
SECTION 1. Approval of Recitals. Each of the above recitals is true and correct.
SECTION 2. Findings and Determinations.
A. The City Council hereby specifically finds and declares that each of the statements, findings and determinations of the City set forth in the foregoing recitals and in the preambles of the documents approved herein is true and correct.
B. Following a duly noticed and conducted public hearing, the City Cou ncil 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 the financing for the Project and the issuance of the 2024 Bonds and otherwise hereunder within the m eaning of Section 6586(a)-(d), inclusive, of the Act and that the issuance of the 2024 Bonds and related transactions will result in more efficient delivery of local agency services to residential and commercial development.
SECTION 3. Authorization of 2024 Bonds. The City Council hereby authorizes the preparation, sale and issuance of the 2024 Bonds in one or more series in a combined aggregate principal amount not to exceed $48,500,000 in order to finance: (i) design and construction of the Project, and (ii) costs of issuing the 2024 Bonds. The 2024 Bonds may be issued as tax-exempt or taxable bonds, or any combination thereof.
SECTION 4. Approval of Second Supplement to Lease Agreement. The form of the Second Supplement to Lease Agreement presented at this meeting and on file with the City Clerk (the “Clerk”), is hereby approved. Each of the City Manager of the City (the “City Manager”) and the Administrative Services Director of the City (the “Administrative Services Director”) or their authorized designee(s), and any other proper officer of the City (collectively, the “Authorized Officers”), is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Second Supplement to Lease Agreement in substantially said form, with such changes 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 amount of the principal component of the payments attributable to the Second Supplement to Lease Agreement shall not exceed $48,500,000 and the final scheduled payment shall not be DocuSign Envelope ID: F7090550-8956-4EC9-B323-B1EBD11ABCBE
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later than December 1, 2055 (subject to extension as provided in the Lease). The property to be leased pursuant to the Second Supplement to Lease Agreement to finance the Project shall consist of the Leased Property, provided that, in the event that it is determined by an Authorized Officer that there are limitations or restrictions on the ability of the City to lease or sublease any portion of the Leased Property as contemplated by the Lease, the Authorized Officers may designate other or additional real property of the City to be leased or subleased pursuant to the Site Lease and the Lease, with such designation to be conclusively evidenced by the execution and delivery of the Lease by the Authorized Officer, and the City Council hereby finds and determines that the annual lease payments and additional payments due under the Original Lease Agreement as amended and supplemented by the Second Supplement to Lease Agreement in each fiscal year will not exceed the fair rental value of the Leased Property during such fiscal year.
SECTION 5. Approval of Second Supplement to Site Lease . The form of the Second Supplement to Site Lease presented at this meeting and on file with the Clerk is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Second Supplement to Site Lease in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.
SECTION 6. Approval of Second Supplement to Indenture. The form of the Second Supplement to Indenture presented at this meeting and on file with the Clerk is hereby approved for execution and delivery by the Agency.
SECTION 7. Approval of Second Supplement to Assignment Agreement. The Second Supplement to Assignment Agreement substantially in the form on file with the Clerk is hereby approved for execution and delivery by the Agency.
SECTION 8. Approval of Bond Purchase Agreement. The form of the Bond Purchase Agreement presented at this meeting and on file with the Clerk is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes 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 underwriter’s discount shall not exceed 0.30% of the aggregate principal amount of the 2024 Bonds (not including any original issue discount or premium) and the all-in true interest cost applicable to the 2024 Bonds shall not exceed 5.50% per annum.
SECTION 9. Approval of Preliminary Official Statement; Official Statement. The preparation and distribution of the Preliminary Official Statement, in substantially the form presented at this meeting and on file with the Clerk, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is approved. The Authorized Officers are hereby authorized to sign a certificate pursuant to Rule relating to the Preliminary Official Statement. Each Authorized Officer is hereby authorized and DocuSign Envelope ID: F7090550-8956-4EC9-B323-B1EBD11ABCBE
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directed to execute, approve and deliver the final Official Statem ent (the “Official Statement”) in 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 Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to persons who may be interested in the initial purchase of the 2024 Bonds and are directed to deliver copies of the final version of the Official Statement to all actual initial purchasers of the 2024 Bonds.
SECTION 10. Continuing Disclosure Certificate. The form of the Continuing Disclosure Certificate presented at this meeting and on file with the Clerk is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Certificate in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.
SECTION 11. Retention of Financing Professionals. Wilmington Trust, N.A. shall continue to act as trustee under the Second Supplement to Indenture unless and until replaced in accordance with the provisions of the Original Indenture. Stradling Yocca Carlson & Rauth LLP is hereby appointed as Bond Counsel and Disclosure Counsel, and Urban Futures, Inc. is hereby appointed as Municipal Advisor. The City Manager or any Authorized Officer is hereby authorized and directed to execute contracts with such consultants.
SECTION 12. Attestations. The Clerk and such person or persons as may have been designated by the Clerk to act on her behalf, are hereby authorized and directed to att est the signature of the Authorized Officers designated herein to execute any documents described herein, and to affix and attest the seal of the City, as may be required or appropriate in connection with the execution and delivery of the Second Supplement to Lease Agreement and the Second Supplement to Site Lease.
SECTION 13. Official Actions. The Authorized Officers are each hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which each may deem necessary or advisable (including the payment of other costs of issuance approved by the City Manager or his designee) in order to consummate the sale and issuance of the 2024 Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the 2024 Bonds, the Second Supplement to Lease Agreement, the Second Supplement to Indenture, the Second Supplement to Site Lease, including but not limited to, adding property to, substituting property for or removing property from the Leased Property and making such further amendments to the Original Site Lease, the Original Lease Agreement and the Original Indenture as may be necessary to facilitate the issuance of the 2024 Bonds in accordance with the terms of such agreements and paying for fees and other costs of issuance of the 2024 Bonds as agreed to by the City and the respective parties thereto and causing documents to be recorded with the County Recorder of San Luis Obispo County. Such actions heretofore taken by such officers or designees are hereby ratified, DocuSign Envelope ID: F7090550-8956-4EC9-B323-B1EBD11ABCBE
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confirmed and approved. Each of the Authorized Officers is hereby authorized and directed to determine which of the other real property assets of the City, if any, shall be included as a part of the Site (as such term is defined in the Original Site Lease) and the Leased Property.
The City Manager or any other Authorized Officer, acting on behalf of the City, is hereby authorized to evaluate and determine whether to (a) procure a municipal bond insurance policy (“Insurance Policy”) and/or a municipal bond debt service reserve fund surety or policy (a “Reserve Policy”) with respect to the 2024 Bonds, and (b) to negotiate and enter into such contracts or agreements as may be necessary and appropriate in c onnection with the purchase of such Insurance Policy and/or Reserve Policy.
SECTION 14. Good Faith Estimates. 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 2024 Bonds.
SECTION 15. Effective Date. This Resolution shall take effect immediately upon its passage and adoption.
UPON MOTION OF Mayor Pro Tem Reiss, seconded by Council Member Inman, the foregoing resolution was adopted by the City Council of the City of Pismo Beach this 7th day of May 2024, by the following vote:
AYES: 5 Reiss, Inman, Guthrie, Newton, Waage
NOES: 0
ABSENT: 0
ABSTAIN: 0
RECUSED: 0
Approved: Attest:
________________________ ________________________
Ed Waage, Mayor Erica Inderlied, City Clerk
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Pismo Beach, California, on _______________________.
________________________
Erica Inderlied, City Clerk
DocuSign Envelope ID: F7090550-8956-4EC9-B323-B1EBD11ABCBE 5/9/2024