HomeMy WebLinkAboutResolution - - JPFA-41 - 4/6/2017 N
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RESOLUTION NO. JPFA-41
A FRESNO JOINT POWERS FINANCING AUTHORITY
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF
LEASE REVENUE REFUNDING BONDS (MASTER LEASE
PROJECTS) SERIES 2017A AND SERIES 20178 (FEDERALLY
TAXABLE); AUTHORIZING THE EXECUTION AND DELIVERY OF
A THIRD SUPPLEMENTAL TRUST AGREEMENT, A THIRD
AMENDMENT TO MASTER FACILITIES LEASE, A THIRD
AMENDMENT TO MASTER FACILITIES SUBLEASE, A BOND
PURCHASE CONTRACT, AN OFFICIAL STATEMENT, A FIRST
AMENDMENT TO SITE LEASE AND A FIRST AMENDMENT TO
FACILITY LEASE; AND AUTHORIZING THE TAKING OF ALL
NECESSARY ACTIONS RELATING TO THE ISSUANCE OF THE
BONDS
WHEREAS, the City of Fresno (the "City") and the Redevelopment
Agency of the City of Fresno (the "Agency") have executed a Joint Exercise of
Powers Agreement, dated October 25, 1988, as amended (the "Joint Powers
Agreement"), between the City and the Agency that creates and establishes the
Fresno Joint Powers Financing Authority (the "Authority"); and
WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the
Government Code of the State of California (the "Marks-Roos Local Bond
Pooling Act of 1985") and the Joint Powers Agreement, the Authority is
authorized to issue bonds for financing and refinancing public capital
improvements, working capital, liability and other insurance needs or projects
whenever there are significant public benefits; and
WHEREAS, the Authority desires to issue bonds to refinance various
capital improvements within the City (the "Projects"); and
WHEREAS, such refinancing will include the refunding of a portion of
various bonds of the Authority (the "Prior Bonds"); and
Date Adopted: 04/06/2017
Date Approved: 04/06/2017 Resolution No. JPFA-41
Effective Date: 04/06/2017 1
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WHEREAS, the Authority has determined that it is desirable and furthers
the public purpose to assist in such refinancing; and
WHEREAS, to achieve such public purpose, the Authority desires to
authorize, issue and sell not to exceed $200,000,000 aggregate principal amount
of its Fresno Joint Powers Financing Authority Lease Revenue Refunding Bonds
(Master Lease Projects), Series 2017A and Series 2017B (Federally Taxable)
(collectively, the "Bonds"); and
WHEREAS, to assist in refinancing the Projects, the Authority desires to
lease from the City certain additional property described in Exhibit A hereto (the
"Facilities") pursuant to a Third Amendment to Master Facilities Lease (the "Third
Amendment to Facilities Lease") between the City and the Authority, and the
Authority desires to lease the Facilities back to the City pursuant to a Third
Amendment to Master Facilities Sublease (the "Third Amendment to Facilities
Sublease") between the Authority and the City; and
WHEREAS, the Authority desires to enter into a Third Supplemental Trust
Agreement (the "Third Supplemental Trust Agreement') with The Bank of New
York Mellon Trust Company, N.A. as trustee (the "Trustee"), for the purpose of
securing the Bonds; and
WHEREAS, the Authority desires to enter into a Bond Purchase Contract
(the "Bond Purchase Contract") for the Bonds with Raymond James &
Associates, Inc., Barclays Capital Inc. and Stifel Nicolaus & Company,
Incorporated (the "Underwriters"); and
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WHEREAS, the Authority desires to enter into Escrow Agreements (the
"Escrow Agreements") with the trustees for the Prior Bonds; and
WHEREAS, the Authority has heretofore issued the Fresno Joint Powers
Financing Authority Lease Revenue Bonds (Multi-Purpose Stadium) Series
2001B (Federally Taxable) (the "2001B Bonds") and, in connection therewith,
entered into a Site Lease, dated as of May 15, 2001, (the "2001 Site Lease")
between the City and the Authority, pursuant to which the Authority agreed to
lease from the City certain real property and improvements thereon situated in
the City (the "Demised Premises"), and a Facility Lease, dated as of May 15,
2001, (the "2001 Facility Lease") between the Authority and the City, pursuant to
which the City agreed to lease the Demised Premises back from the Authority for
the purposes and manner described therein; and
WHEREAS, the Authority desires to withdraw and substitute certain real
property and improvements thereon as the "Demised Premises" pursuant to a
First Amendment to Site Lease ("First Amendment to Site Lease,"), between the
City and the Authority, and a First Amendment to Facility Lease ("First
Amendment to Facility Lease"), between the Authority and the City, as described
in Exhibit B hereto, and to amend and supplement certain remedies permitted in
an event of default pursuant to the First Amendment to Facility Lease; and
WHEREAS, there are on file with the Secretary of the Authority proposed
forms of the Third Amendment to Facilities Lease, the Third Amendment to
Facilities Sublease, the Third Supplemental Trust Agreement, the Bond
Purchase Contract, the Escrow Agreements, an Official Statement, the First
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Amendment to Site Lease and the First Amendment to Facility Lease and copies
thereof have been presented to the members of the governing board of the
Authority; and
NOW, THEREFORE, BE IT RESOLVED by the governing board of the
Fresno Joint Powers Financing Authority, as follows:
Section 1. All of the above recitals are true and correct, and this Board
so finds and determines.
Section 2. The issuance and sale of the Bonds by the Authority in an
aggregate principal amount not to exceed $200,000,000 are hereby approved.
The Bonds may be issued in one or more series, and may be taxable or a
combination of taxable and tax-exempt series.
Section 3. The proposed form of Third Supplemental Trust Agreement,
between the Authority and the Trustee, on file with the Secretary of the Authority,
a copy of which has been delivered to the governing board of the Authority, and
which is incorporated into this Resolution by reference, is hereby approved. The
Chairperson, Vice-Chairperson, or Treasurer and Controller of the Authority,
jointly and severally, or any such officer's designee, are each hereby authorized
and directed, on behalf of the Authority, to execute and deliver to the Trustee a
Third Supplemental Trust Agreement in substantially said form, with such
changes therein (including, but not limited to, any changes as may be necessary
to obtain municipal bond insurance and/or reserve fund insurance authorized
pursuant to Section 10 hereof) as such officer may require or approve, subject to
review by the City Attorney's Office, such approval to be conclusively evidenced
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by the execution and delivery thereof. The date, maturity date or dates (not to
exceed April 1, 2039), interest rate or rates (not to exceed a true interest cost of
5% per annum), interest payment dates, denominations, forms, registration
privileges, manner of execution, place or places of payment, terms of
redemption, provisions regarding bond insurance and other terms of the Bonds
shall be as provided in said Third Supplemental Trust Agreement, as finally
executed.
Section 4. The proposed form of Third Amendment to Facilities Lease,
between the Authority and the City, on file with the Secretary of the Authority, a
copy of which has been delivered to the governing board of the Authority, and
which is incorporated into this Resolution by reference, is hereby approved. The
Chairperson, Vice-Chairperson, or Treasurer and Controller of the Authority,
jointly and severally, or any such officer's designee, are each hereby authorized
and directed, on behalf of the Authority, to execute and deliver the Third
Amendment to Facilities Lease in substantially said form, with such changes
therein (including, but not limited to, any changes as may be necessary to obtain
municipal bond insurance and/or reserve fund insurance authorized pursuant to
Section 10 hereof) as such officer may require or approve, subject to review by
the City Attorney's Office, such approval to be conclusively evidenced by the
execution and delivery thereof; provided, however, the term of the Third
Amendment to Facilities Lease shall end no later than April 1, 2039, plus an
extension period of not to exceed ten years.
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Section 5. The proposed form of Third Amendment to Facilities
Sublease, between the Authority and City, on file with the Secretary of the
Authority, a copy of which has been delivered to the governing board of the
Authority, and which is incorporated into this Resolution by reference, is hereby
approved. The Chairperson, Vice-Chairperson, or Treasurer and Controller of
the Authority, jointly and severally, or any such officer's designee, are each
hereby authorized and directed on behalf of the Authority, to execute and deliver
the Third Amendment to Facilities Sublease in substantially said form, with such
changes therein (including, but not limited to, any changes as may be necessary
to obtain municipal bond insurance and/or reserve fund insurance authorized
pursuant to Section 10 hereof) as such officer may require or approve, subject to
review of the City Attorney's Office, such approval to be conclusively evidenced
by the execution and delivery thereof; provided, however, that the term of the
Third Amendment to Facilities Sublease shall end no later than April 1, 2039,
plus an extension period of not to exceed ten years.
Section 6. The proposed form of Bond Purchase Contract by and
among the Authority, the City and the Underwriters is on file with the Secretary of
the Authority, a copy of which has been delivered to the governing board of the
Authority, and which is incorporated into this Resolution by reference, is hereby
approved. The Chairperson, Vice-Chairperson or Treasurer and Controller of the
Authority, jointly and severally, or any such officer's designee, are each hereby
authorized and directed, on behalf of the Authority, to execute and deliver a Bond
Purchase Contract in substantially said form, with such changes therein
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(including, but not limited to, any changes as may be necessary to obtain
municipal bond insurance and/or reserve fund insurance authorized pursuant to
Section 10 hereof) as such officer may require or approve, subject to review of
the City Attorney's Office, such approval to be conclusively evidenced by the
execution and delivery thereof; provided, however, the underwriting discount (not
including original issue discount) shall not exceed 0.5% of the aggregate
principal amount of the Bonds.
Section 7. The proposed form of Official Statement relating to the
Bonds (the "Official Statement"), on file with the Secretary of the Authority,
incorporated into this Resolution by reference, a copy of which has been
delivered to the governing board of the Authority, is hereby approved. The
Chairperson, Vice-Chairperson, or Treasurer and Controller of the Authority,
jointly and severally, or any such officer's designee, are each hereby authorized
and directed, on behalf of the Authority, to execute and deliver an Official
Statement in substantially said form, with such changes therein as such officer
may require or approve, subject to review of the City Attorney's Office and
Disclosure Counsel, such approval to be conclusively evidenced by the execution
and delivery thereof. The Underwriters are hereby directed to distribute copies of
the Official Statement to all actual purchasers of the Bonds. Distribution of a
Preliminary Official Statement relating to the Bonds is hereby approved and the
Chairperson, Vice-Chairperson, or Treasurer and Controller of the Authority,
jointly and severally, or any such officer's designee, are each hereby authorized
and directed, to execute a certificate confirming that the preliminary Official
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Statement has been "deemed final" by the Authority for purposes of Securities
and Exchange Commission Rule 15c2-12.
Section 8. The proposed form of Escrow Agreements, between the
Authority and each trustee for the Prior Bonds, as escrow agent, on file with the
Secretary of the Authority, a copy of which has been delivered to the governing
board of the Authority, and which is incorporated into this Resolution by
reference, is hereby approved. The Chairperson, Vice-Chairperson, or Treasurer
and Controller of the Authority, jointly and severally, or any such officer's
designee, are each hereby authorized and directed, on behalf of the Authority, to
execute and deliver escrow agreements in substantially said form, with such
changes therein as such officer may require or approve, subject to review by the
City Attorney's Office, such approval to be conclusively evidenced by the
execution and delivery thereof.
Section 9. The Bonds shall be executed by the facsimile signature of
the Chairperson of the Authority and shall be countersigned by the facsimile
signature of the Secretary of the Authority in the form set forth in, and otherwise
in accordance with, the Third Supplemental Trust Agreement.
Section 10. The Treasurer and Controller of the Authority is hereby
authorized and directed to purchase bond insurance, and/or reserve fund
insurance to be held in the Reserve Account established under the Trust
Agreement, from Assured Guaranty Municipal Corp. on such terms as the
Treasurer and Controller determines are appropriate, and to enter into any
reserve reimbursement agreements in connection therewith.
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Section 11. The proposed form of First Amendment to Site Lease,
between the City and the Authority, on file with the Secretary of the Authority, a
copy of which has been delivered to the governing board of the Authority, and
which is incorporated into this Resolution by reference, is hereby approved. The
Chairperson, Vice-Chairperson, or Treasurer and Controller of the Authority,
jointly and severally, or any such officer's designee, are each hereby authorized
and directed on behalf of the Authority, to execute and deliver the First
Amendment to Site Lease in substantially said form, with such changes therein
as such officer may require or approve, subject to review of the City Attorney's
Office, such approval to be conclusively evidenced by the execution and delivery
thereof.
Section 12. The proposed form of First Amendment to Facility Lease,
between the Authority and the City, on file with the Secretary of the Authority, a
copy of which has been delivered to the governing board of the Authority, and
which is incorporated into this Resolution by reference, is hereby approved. The
Chairperson, Vice-Chairperson, or Treasurer and Controller of the Authority,
jointly and severally, or any such officer's designee, are each hereby authorized
and directed on behalf of the Authority, to execute and deliver the First
Amendment to Facility Lease in substantially said form, with such changes
therein as such officer may require or approve, subject to review of the City
Attorney's Office, such approval to be conclusively evidenced by the execution
and delivery thereof.
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Section 13. The officers and directors of the Authority are hereby
authorized and directed, jointly and severally, to do any and all things and to
execute and deliver any and all documents and certificates which they deem
necessary or advisable to consummate the issuance, sale and delivery of the
Bonds, the execution and delivery of the documents mentioned herein, and
otherwise to effectuate the purposes of this Resolution, the Third Supplemental
Trust Agreement, the Third Amendment to Facilities Lease, the Third
Amendment to Facilities Sublease, the Bond Purchase Contract, the Official
Statement, the Escrow Agreements, the First Amendment to Site Lease, the First
Amendment to Facility Lease and the transactions contemplated by each such
document, including but not limited to all necessary actions in connection with
obtaining title insurance, bond insurance and/or reserve fund insurance for the
Bonds.
Section 14. The officers and directors of the Authority are hereby
authorized to take all necessary and convenient actions in connection with the
refinancing and defeasance of the Prior Bonds and the leasing of the additional
Facilities in connection with the issuance of the Bonds, including but not limited
to, terminating and/or amending leases in connection with the Prior Bonds,
substituting leased facilities in connection with Prior Bonds and taking all other
necessary actions needed to refund the Prior Bonds.
Section 15. This Resolution shall take effect immediately upon its
adoption by the Board of the Authority.
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SECRETARY'S CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF FRESNO ) ss.
CITY OF FRESNO )
I, YVONNE SPENCE , Secretary of the Fresno Joint Powers Financing
Authority (the "Authority") certify that the foregoing resolution was adopted by the
Board of the Authority at a special meeting held on the 6th day of
April , 2017.
AYES: Baines, Olivier, Brand
NOES None
ABSENT: None
ABSTAIN: None
Secretary
By
qJ4-0�41—
APPROVED AS TO FORM:
DOUGLAS T. SLOAN
City Attorney
By:
Raj Sin h Badhesha Date
Deputy
Attachments: Exhibit A & Exhibit B
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EXHIBIT A
The Facilities to be added consist of the following public capital
improvements and/or any other public capital improvement determined by the
Chairperson, Vice-Chairperson, or Treasurer and Controller of the Authority to be
in the best interest of the Authority to be added to the Facilities in connection with
the refinancing and defeasance of the Prior Bonds:
Multi-purpose Stadium
City Hall
Regional Training Facility
Fire Station No. 16
Valdez Exhibit Hall
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EXHIBIT B
The "Demised Premises" consist of the following public capital
improvements and/or any other public capital improvement determined by the
Chairperson, Vice-Chairperson, or Treasurer and Controller of the Authority to be
in the best interest of the Authority to constitute the "Demised Premises" in
connection with the 2001 B Bonds:
Saroyan Theatre
Fire Station No. 19
B-1