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R-17-25RESOLUTION NO. R-17-25 RESOLUTION APPROVING A PLAN TO REPLACE FIRE STATION 33 TO INCLUDE THE AUTHORIZATION OF THE PROPOSED LEASE FINANCING PLAN. WHEREAS, Fire Station 33, owned by and located in the City of Fairfax, Virginia (the "City"), has reached its useful life cycle and no longer meets the current needs of the City's Fire Department; and WHEREAS, a new facility would increase the operational readiness of the Fire Department, improve the safety and health conditions and quality of life for staff, and WHEREAS, the City Council of the City (the "Council") hereby determines that it is in the best interests of the City and its residents to demolish the existing Fire Station 33, and design and construct a replacement Fire Station 33 on the current site (the "Project"); and WHEREAS, the Council desires to fund the Project with loan proceeds pursuant to the plan of lease financing as proposed by City Staff and Davenport & Company LLC, as the City's financial advisor (the "Financial Advisor"); and NOW, THEREFORE, BE IT RESOLVED BY COUNCIL OF THE CITY OF FAIRFAX, VIRGINIA: 1. The plan to demolish the existing Fire Station 33 and design and construct a replacement Fire Station 33 (see attached "Design and Construction Timeline" document) is here by approved. 2. The attached plan of lease refinancing (Financial Advisor Memo) is hereby approved. This plan of lease financing shall contain such additional requirements and provisions as the City Manager (which term for purposes of this Resolution includes the Assistant City Manager/Director of Finance) may approve and determine to be in the best interests of the City. 3. All other actions of the officers of the City that are in conformity with the purposes and intent of this Resolution are hereby approved and ratified. All resolutions or parts of resolutions in conflict herewith are repealed. 4. This Resolution shall take effect immediately. Adopted this 27th day of June, 2017. Mayor Attest: The vote on the motion to approve was recorded as follows: VOTE: Councilmember DeMarco Aye Councilmember Drummond Aye Councilman Greenfield Aye Councilmember Miller Nay Councilmember Schmidt Nay Councilmember Stehle Aye DmENPoRT & COMPANY LLc EST. 1863 • MEMBER: NYSE • FINRA • SIPC Memorandum To: Mr. David E. Hodgkins — City of Fairfax From: Mr. Kyle A. Laux — Davenport & Company LLC RE: Plan of Finance for New Fire Station #33 Project Date: June 22, 2017 CC: Mr. Robert L. Sisson — City of Fairfax Mr. Christopher G. Kulp — Hunton & Williams Mr. David P. Rose — Davenport & Company LLC Mr. Griffin W. Moore — Davenport & Company LLC Overview Public Finance Department 804-697-2900 Post Office Box 85678 Richmond, Virginia 23285-5678 One James Center 901 East Cary Street Richmond, Virginia 23219-4037 In our capacity as Financial Advisor to the City of Fairfax, Virginia (the "City"), Davenport and Company LLC ("Davenport") understands that the City is contemplating moving forward with a new Fire Station #33 Project (the "Fire Station Project"). We understand that the Fire Station Project is expected to cost in the range of $9.6 million with construction occurring over a multi-year period. To that end, we expect to work with you and your staff to develop a comprehensive Plan of Finance for the Fire Station Project with the following goals in mind: Maintain the City's "Aaa/AAA" credit ratings; Obtain cost effective and flexible financing for the Fire Station Project; Structure the financing to minimize the up -front budgetary impact of the Fire Station Project while also repaying the loan in a responsible manner. We further understand that the City desires to finance the Fire Station Project via a lease financing arrangement. This lease financing structure has been used by the City successfully for numerous other projects and is a widely accepted and widely utilized financing option for local governments across the Commonwealth. We expect lease financing to be especially cost effective for the City given its existing "Aaa/AAA" credit ratings. Below please find a proposed schedule to enact the financing with an understanding that City Council desires to take action in late summer/early fall. Given the City's strong history of results with competitively bid Direct Bank Loans (with the most recent successful result occurring earlier this calendar year) we recommend that the City consider a dual track approach to the financing. The first option is a Direct Bank Loan. To the extent that a Direct Bank Loan is not viable or cost effective, the City can also explore borrowing the monies for the Fire Station Project by issuing bonds in the public markets ("Public Sale"). Davenport will compare the interest rate(s), terms and conditions and provide a recommendation on which financing option is best for the City in time for the September City Council meetings. It is important to note that City Council is not out-of-pocket any costs nor is it bound to any particular course of action until it decides it move forward with a financing, if any at all, in the September/October time frame. A summary of key considerations for a Direct Bank Loan and a Public Sale is shown on the next page. Direct Bank Loan ➢ Interest rate and terms/conditions are known before the City makes a formal decision to move forward. ➢ Competitive bidding process. ➢ Typically more flexible prepayment provisions than Public Sale. ➢ Fixed rates through 10 to 12 years are typical. Fixed rates beyond 10 years may not be viable / cost effective. Loans with a rate reset in the 10 to 12 year range may be viable. ➢ No need to obtain formal credit ratings or prepare a securities offering document. ➢ Lower costs of issuance than a Public Sale. Public Sale ➢ Interest rate(s) rates are finalized the day of the sale. Rate(s) will float until day of the sale. ➢ Once the bonds are sold loans are fixed rate through final maturity (approximately 20 years in this case). ➢ Competitive bidding process. ➢ Principal that matures after the first 10 years can be prepaid. Principal that matures before the first 10 years typically cannot. ➢ Requires formal credit ratings and securities offering document. ➢ Typically higher costs of issuance than a Direct Bank Loan due to more complex nature of the borrowing. The following page shows a summary of next steps for the Fire Station Project financing. 2 Next Steps A summary of the next steps for the Fire Station Project financing is included below: Late June — City Council authorizes Staff / Davenport to explore financing options. July City Council Meeting — Adopted reimbursement resolution which allows the City to reimbursement expenses incurred for the project prior to closing on a loan but does not obligate the City to move forward a loan. Month of July / August — Davenport, Staff, and the City's Bond Counsel (Hunton & Williams) further refine comparison of financing options including a non-binding competitive RFP process for Direct Bank Loan financing. September 5 City Council Work Session — Davenport and Staff present results of Direct Bank Loan RFP bidding process and recommendation on which financing option to pursue. Late September / Early October — City Council takes formal action to approve the financing including required ordinance and financing documents. Public hearing is held. By October 31 — Close on Direct Bank loan, if applicable. Month of October — Sell bonds in the public markets, if applicable. Interest rates locked in for Public Sale option. By November 31 — Close on Public Sale, if applicable. Municipal Advisor Disclaimer The enclosed information relates to an existing or potential municipal advisor engagement. The U.S. Securities and Exchange Commission (the "SEC") has clarified that a broker, dealer or municipal securities dealer engaging in municipal advisory activities outside the scope of underwriting a particular issuance of municipal securities should be subject to municipal advisor registration. Davenport & Company LLC ("Davenport") has registered as a municipal advisor with the SEC. As a registered municipal advisor Davenport may provide advice to a municipal entity or obligated person. An obligated person is an entity other than a municipal entity, such as a not for profit corporation, that has commenced an application or negotiation with an entity to issue municipal securities on its behalf and for which it will provide support. If and when an issuer engages Davenport to provide financial advisory or consultant services with respect to the issuance of municipal securities, Davenport is obligated to evidence such a financial advisory relationship with a written agreement. When acting as a registered municipal advisor Davenport is a fiduciary required by federal law to act in the best interest of a municipal entity without regard to its own financial or other interests. Davenport is not a fiduciary when it acts as a registered investment advisor, when advising an obligated person, or when acting as an underwriter, though it is required to deal fairly with such persons. This material was prepared by public finance, or other non -research personnel of Davenport. This material was not produced by a research analyst, although it may refer to a Davenport research analyst or research report. Unless otherwise indicated, these views (if any) are the author's and may differ from those of the Davenport fixed income or research department or others in the firm. Davenport may perform or seek to perform financial advisory services for the issuers of the securities and instruments mentioned herein. This material has been prepared for information purposes only and is not a solicitation of any offer to buy or sell any security/instrument or to participate in any trading strategy. Any such offer would be made only after a prospective participant had completed its own independent investigation of the securities, instruments or transactions and received all information it required to make its own investment decision, including, where applicable, a review of any offering circular or memorandum describing such security or instrument. That information would contain material information not contained herein and to which prospective participants are referred. This material is based on public information as of the specified date, and may be stale thereafter. We have no obligation to tell you when information herein may change. We make no representation or warranty with respect to the completeness of this material. 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You should consider this material as only a single factor in making an investment decision. The value of and income from investments and the cost of borrowing may vary because of changes in interest rates, foreign exchange rates, default rates, prepayment rates, securities/instruments prices, market indexes, operational or financial conditions or companies or other factors. There may be time limitations on the exercise of options or other rights in securities/instruments transactions. Past performance is not necessarily a guide to future performance and estimates of future performance are based on assumptions that may not be realized. Actual events may differ from those assumed and changes to any assumptions may have a material impact on any projections or estimates. Other events not taken into account may occur and may significantly affect the projections or estimates. 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