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HomeMy WebLinkAboutCC RESO 2017-127RESOLUTION NO. 2017 — 127 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY RELATING TO THE FINANCING OF A 2017 ENERGY SAVINGS CONTRACT, AND APPROVING RELATED FINANCING DOCUMENTS, AND AUTHORIZING OFFICIAL ACTIONS IN CONNECTION THEREWITH WHEREAS, the National City Joint Powers Financing Authority (the "NCJPFA") is a joint powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), and is authorized pursuant to Article 4 of the Act to borrow money to provide financing and refinancing for public capital improvements of the City of National City (the "City"); and WHEREAS, the City desires to implement an energy efficiency and renewable energy program across multiple sites (herein, the "Project"); and WHEREAS, in relation to the Project, the City has received allocation of authority to issue new clean renewable energy bonds under Section 54C(a) of the Internal Revenue Code from the Internal Revenue Service to finance certain qualified renewable energy facilities; and WHEREAS, the City has selected Ameresco, Inc. as contractor to support completion of the Project; and WHEREAS, in order to finance the Project, the City and the NCJPFA propose to enter into a Facilities Lease (such Facilities Lease, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Facilities Lease"), pursuant to which the City will lease certain land and improvements described in Exhibit A hereto (the "Property"), to the NCJPFA; and WHEREAS, the City and the NCJPFA propose to enter into a Facilities Sublease (such Facilities Sublease, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Facilities Sublease"), pursuant to which the NCJPFA will sublease the Property to the City; and WHEREAS, the City has determined that it is in the best interests of the City that the City enter into the Facilities Lease and the Facilities Sublease; and WHEREAS, the City proposes to make the series of base rental payments ("Base Rental Payments") and additional rental payments for the use and occupancy of the Property on the terms and conditions contained in the Facilities Sublease; and WHEREAS, the City proposes to make two series of Base Rental Payments, designated the "Series A Tax -Exempt Base Rental Payments" (being the tax-exempt portion of the Base Rental Payments related to financing the Project), and the "Series B Taxable Base Rental Payments" (being the taxable portion of the Base Rental Payments related to the Project) and additional rental payments for the use and occupancy of the Property on the terms and conditions contained in this Facilities Sublease; and Resolution No. 2017 — 127 Page Two WHEREAS, the NCJPFA proposes to assign (a) all of its right, title and interest in and to the Series A Tax -Exempt Base Rental Payments and a pro-rata portion of its right, title and interest in and to the Facilities Lease and the Facilities Sublease to Banc of America Public Capital Corp (the "Series A Assignee") and (b) all of its right, title and interest in and to the Series B Taxable Base Rental Payments and a pro-rata portion of its right, title and interest in and to the Facilities Lease and the Facilities Sublease to Banc of America Leasing & Capital, LLC, as assignee (the "Series B Assignee") in each case pursuant to an Assignment Agreement (such Assignment Agreement, in the form presented to this meeting, with such changes, insertions omissions as are made pursuant to this Resolution, being referred to herein as the "Assignment Agreement"); and WHEREAS, there have been submitted and are on file with the City Clerk of this City Council proposed forms of the Facilities Lease, the Facilities Sublease, and the Assignment Agreement and the City Council has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; and WHEREAS, it will be necessary for the City to employ special counsel and financial advisors and to incur costs and expenses in preparing the proceedings for the lease financing; and WHEREAS, the City has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions herein described and hereinafter authorized. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby resolves, as follows: Section 1. Recitals. All of the recitals herein are true and correct and this City Council so finds. Section 2. Approval of Facilities Lease. The form of instrument, entitled "Facilities Lease," between the City and the NCJPFA, in substantially the form on file with the City Clerk of this City Council, is hereby approved. The Mayor, City Manager, Deputy City Manager or Director of Finance, or their respective designated representatives (each, a "Designated Officer"), is authorized and directed to execute and deliver an instrument in substantially said form, with such changes thereto as such officer executing such instrument may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. Approval of Facilities Sublease. The form of instrument, entitled "Facilities Sublease," between the NCJPFA and the City, in substantially the form on file with the City Clerk of this City Council, is hereby approved. The Designated Officer is authorized to execute and deliver an instrument in substantially said form, with such changes thereto as such officer executing such instrument may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The aggregate principal component of the portion of the Base Rental Payments shall not exceed $5,800,000 (for the Series A Tax -Exempt Base Rental Payments such aggregate principal component shall not exceed $4,000,000 and for the Resolution No. 2017 — 127 Page Three Series B Taxable Base Rental Payments such aggregate principal component shall not exceed $1,800,000), and the scheduled term of the Facilities Sublease shall not extend past June 1, 2037, unless such term is extended as provided in the Facilities Sublease, and the interest rate shall not be greater than 5.00% per annum (but shall be subject to adjustment as provided in the Facilities Sublease). Section 4. Assignment to Assignees. The City Council hereby approves the assignment by the NCJPFA of all of its right, title and interest in and to the Series A Tax -Exempt Base Rental Payments and the Series B Taxable Base Rental Payments and all of its right, title and interest in and to the Facilities Lease and the Facilities Sublease to the Series A Assignee and Series B Assignee, respectively, pursuant to the Assignment Agreement in substantially the form on file with the City Clerk of the City Council together with any changes therein or additions thereto deemed advisable by an Designated Officer. Section 5. Substitution of Third -Party Lessor. The Designated Officer is hereby authorized to substitute in place of the NCJPFA, for purposes of the financing and any of the legal documents hereby authorized, any appropriate local governmental agency or nonprofit corporation as the Designated Officer may determine is in the best interest of the City. Section 6. Appointment of Financial Advisor, Special Counsel and Placement Agent. The firm of NHA Advisors shall be, and such firm is, hereby appointed financial advisor to the City (the "Financial Advisor"). The firm of Nossaman LLP shall be, and such firm is, hereby �•� appointed special counsel to the City ("Special Counsel"). The firm of Hilltop Securities Inc. shall be, and such firm is, hereby appointed to serve as placement agent (the "Placement Agent"). Section 7. Ratification of Actions. 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 8. Approval of Further Actions. Special Counsel, the Financial Advisor, and the appropriate City officials are hereby authorized to continue to prepare the necessary legal documents to accomplish said financing, and to take any and all necessary actions in connection therewith. The officers and employees 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. The Mayor, City Manager, Deputy City Manager or Director of Finance, or their respective designated representatives, and other officers and employees of the City , are hereby authorized and directed to execute and deliver, for and on behalf of the City, any and all documents and instruments, and to enter into any and all agreements, including a placement agent agreement, project fund agreement, purchase agreement, rate lock agreement, and tax certificates, and to do and cause to be done any and all acts and things necessary or advisable in order to consummate the transactions contemplated by this Resolution and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Section 9. This resolution shall take effect from and after its date of adoption. [Signature Page to Follow] Resolution No. 2017 — 127 Page Three PASSED and ADOPTED this 20th day of June, 2 7. on Morrison, Mayor ATTEST: Mic ael R. Dalla, y Clerk APPROVED AS TO FORM: A 'gi P Iris -Jones City • rney Passed and adopted by the Council of the City of National City, California, on June 20, 2017 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City Cle of the City of N tional City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-127 of the City of National City, California, passed and adopted by the Council of said City on June 20, 2017. City Clerk of the City of National City, California By: Deputy