HomeMy WebLinkAbout2015-06-23 - RESOLUTIONS - PUBLIC FACILITIES CIVIC CENTER (2)' RESOLUTION NO. 15-53
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA
CLARITA, CALIFORNIA, AUTHORIZING THE REFINANCING OF THE
$17,700,000 REFUNDING CERTIFICATES OF PARTICIPATION (PUBLIC
FACILITIES - CIVIC CENTER) 2005 SERIES, AUTHORIZING THE
EXECUTION AND DELIVERY OF A SITE LEASE, LEASE, ESCROW
AGREEMENT, AND PLACEMENT AGREEMENT, AND AUTHORIZING
THE TAKING OF CERTAIN ACTIONS IN CONNECTION THEREWITH
WHEREAS, in 2005, the City Council (Council) of the City of Santa Clarita (City)
executed and delivered its $17,700,000 Refunding Certificates of Participation (Public Facilities
— Civic Center) 2005 Series (2005 Certificates) evidencing and representing undivided and
proportionate interests in lease payments to be made by the City to the Santa Clarita Public
Financing Authority (Authority) under a lease -leaseback transaction of certain sewer
improvements of the City's sewer system (Leased Property); and
WHEREAS, in order to take advantage of the favorable interest rates available in the
financial markets, the City proposes to refinance the 2005 Certificates by prepaying the lease
payments and defeasing the 2005 Certificates from proceeds of a private placement lease -
leaseback transaction involving the Leased Property; and
' WHEREAS, the City will lease to the Authority its interest in the Leased Property
pursuant to a Site Lease, dated as of July 1, 2015 (Site Lease), and the Authority, concurrently
with the execution of the Site Lease, will leaseback the Leased Property to the City pursuant to a
2015 Lease (Public Facilities — Civic Center Refinancing), dated as of July 1, 2015 (Lease), in
consideration for lease payments, with an assignment to a bank (Assignee) following a
competitively bid solicitation process; and
WHEREAS, it is in the public interest and for the public benefit that the City authorize
and direct execution of the Site Lease and the Lease and certain other financing documents in
connection therewith; and
WHEREAS, the documents below specified have been filed with the City and the
members of the Council, with the aid of its staff, have reviewed said documents.
NOW, THEREFORE, the City Council of the City of Santa Clarita does hereby resolve
as follows:
SECTION 1. The City hereby approves the prepayment of the lease payments with
respect to the 2005 Certificates and the defeasance of the 2005 Certificates through the use of a
private placement lease -leaseback financing transaction.
I SECTION 2. The below enumerated documents (collectively, Transaction Documents)
are hereby approved, and a Responsible Officer (as defined below) is hereby authorized and
directed to execute the Transaction Documents in substantially the forms hereto presented, with
such revisions, amendments, and completions as shall be approved by such Responsible Officer
with the advice of Special Counsel to the City, such approval to be conclusively evidenced by '
the execution and delivery by such Responsible Officer. A Responsible Officer shall include any
member of the City Council, the City Manager, the Deputy City Manager/Director of
Administrative Services, or any officer of the City designated by the Mayor or the City Manager
as a Responsible Officer, and the City Clerk is hereby authorized and directed to attest to such
Responsible Officer's signature.
a) the Site Lease, by and between the City, as lessor, and the Authority, as lessee,
pursuant to which the City will lease the Leased Property to the Authority; and
b) the Lease, by and between the Authority, as lessor, and the City, as lessee,
pursuant to which the Authority will leaseback the Leased Property to the City, so
long as the total principal component of the Lease does not exceed $7.2 million, and
the interest rate payable with respect to the interest component of the Lease does not
exceed 2.5%; and
c) an Escrow Agreement, dated as of July 1, 2015 (Escrow Agreement), by and
between the City and The Bank of New York Mellon Trust Company, N.A., as
escrow bank and trustee for the 2005 Certificates; and
d) a Placement Agreement (Placement Agreement) by and among the Authority, the
City and First Southwest Company, as placement agent.
SECTION 3. The City hereby designates the Lease as "qualified tax-exempt '
obligations" within the meaning of section 265(b)(3) of the Internal Revenue Code of 1986, as
amended.
SECTION 4. The City hereby appoints C.M. de Crinis & Co., Glendale, California, as
financial advisor; First Southwest Company, Santa Monica, California, as placement agent;
Norton Rose Fulbright US LLP, Los Angeles, California, as special counsel; and The Bank of
New York Mellon Trust Company, N.A., Los Angeles, California, as escrow bank and
dissemination agent, in connection with the execution and delivery of the Lease upon such terms
and conditions as shall be approved by the Deputy City Manager/Director of Administrative
Services, or his designee.
SECTION 5. Any Responsible Officer of the City, and each of them, is hereby
authorized and directed to execute and deliver any and all other documents and instruments and
to do and cause to be done any and all acts and things necessary or proper for carrying out the
transactions contemplated by this Resolution.
SECTION 6. This Resolution shall take effect immediately upon its adoption.
SECTION 7. The City Clerk shall certify to the adoption of this Resolution.
PASSED, APPROVED, AND ADOPTED this 23`d day of June 2015.
i
ATTEST:
CITY
DATE:
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
I, Kevin Tonoian, City Clerk of the City of Santa CMta, do hereby certify that the
foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a
regular meeting thereof, held on the 23`d day of June 2015, by the following vote:
AYES: COUNCILMEMBERS: Weste, Acosta, Kellar, Boydston, McLean
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None