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Reso to Defease, Refund and Amend <br />Bond Series 1994A, 2004A, 1998, & 2007 <br />June 03, 2014 <br />Page 3 <br />Following the selection of a private placement strategy, a request for proposal to refund a portion <br />of the 1994A Bonds and all of the 1998 COP's (together, the "Bonds ") was issued by Fieldman, <br />Rolapp, & Associates (financial advisor). A joint proposal from Western Alliance, Compass Bank, <br />Capital One and additional investors if warranted (together the "Private Placement Providers ") <br />provided the best interest rate and terms for the 1994 component of the transaction. In addition, <br />the proposal from Capital One included the best interest rate and terms for the refunding of the <br />1998 COP's. <br />The Private Placement Providers have issued a commitment to provide the City with the funds to <br />retire the outstanding Bonds and issue a new lease at an interest rate of 3.75% for the refunding <br />of the 1998 COPs and 3.36% for the 1994A Bonds. The 3.75% is guaranteed or locked for 30 <br />days through June 15, 2014, whereas the 3.36% rate reflects current market conditions as of May <br />21, 2014, and is subject to fluctuation until final Council approval is obtained and the rate is <br />locked. In addition, by selecting Capital One as the provider for the 1998 COPS, Capital One has <br />offered to reduce the interest rate for the current lease structure (City Hall Parking Structure Lease <br />Agreement) from 4.78% to 3.6 %. <br />As a private placement refinancing, the covenants to which the City agreed to upon the original <br />financing are no longer in effect. Since the Private Placement Providers do not require a debt <br />service reserve, the funds encumbered under the original reserve account in effect will be <br />unencumbered and available to pay down the principal. Furthermore, the private placement <br />offering has inherent lower issuance costs, since it does not require that the City obtain a rating or <br />prepare and distribute an offering document. <br />To "right- size" the leased properties with the par amount of the refunding, the City is proposing to <br />secure the 2014 Lease with the City Hall and the Ross Annex buildings. The undefeased portion <br />of the 1994A Bonds will continue to be secured by the Police Jail Facility. The remainder of the <br />originally pledged assets (the Police Administration Building, the parking garage and the tunnel) <br />will be released and no longer considered pledged assets. In addition, following the completion of <br />this transaction, the Corporation Yard will also be released and no longer considered a pledged <br />asset to the 1998 COP's. The substitution of leased properties does not impact the overall <br />transaction, nor does it change in any way the ongoing operations of the City. However, the <br />released or unpledged assets will now be available to use in the future for other lease financings. <br />FISCAL IMPACT <br />Total savings are estimated at over $2 million during the term of all three transactions. Savings will <br />be used to accelerate reaching the established goal of a 20% General Fund reserve. <br />Francisco Gutierrez <br />Executive Director <br />Finance and Management Services Agency <br />Exhibit A — Listing of documents to be executed <br />4 -3 <br />