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HomeMy WebLinkAbout2024-025 - Water Revenue BondsRESOLUTION NO. 2024-025 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE EXECUTION AND DELIVERY BY THE CITY OF A MASTER INSTALLMENT PURCHASE AGREEMENT, A FIRST SUPPLEMENT TO MASTER INSTALLMENT PURCHASE AGREEMENT, AN ESCROW AGREEMENT, A CONTINUING DISCLOSURE CERTIFICATE AND A PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF SANTA ANA PUBLIC FINANCING AUTHORITY WATER REVENUE BONDS, SERIES 2024, APPROVING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $47,000,000, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS, AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: SECTION 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City of Santa Ana (the "City") desires to finance the costs of the acquisition, construction and installation of certain water system capital improvements (the "Project") pertaining to the City's water system (the "Water System" ); B. The City and the Santa Ana Financing Authority have previously financed costs of the Water System with the issuance of $15,690,000 original principal amount of Santa Ana Financing Authority Water Revenue Refunding Bonds, Series 2014 (the "2014 Bonds"); C. The City and the Santa Ana Public Financing Authority (the "Authority") have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to refinance the 2014 Bonds and finance the Project through the offering and sale of bonds of the Authority, designated "Santa Ana Public Financing Authority Water Revenue Bonds, Series 2024" (the "Bonds"); D. In order to accomplish such financing of the Project, the City and the Authority desire to enter into a new Master Installment Purchase Agreement (the Resolution No.2024-025 Page 1 of 6 "Master Installment Agreement") and a First Supplement to Master Installment Purchase Agreement (the "First Supplement"), under which the City will make Installment Payments; E. The Authority and the City desire that U.S. Bank Trust Company, National Association, as trustee (the "Trustee") and the Authority enter into an Indenture (the "Indenture") in order to provide for the issuance of the Bonds; F. The Bonds will be issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the "Act"); G. Ramirez & Co., Inc., as underwriter (the "Underwriter"), has submitted to the City and the Authority a proposed form of an agreement to purchase the Bonds in the form of a Bond Purchase Agreement (the "Purchase Agreement"); H. A form of the Preliminary official Statement (the "Preliminary official Statement") to be distributed in connection with the public offering of the Bonds has been prepared; I. Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12") requires that, in order to be able to purchase or sell the Bonds, the Underwriter must have reasonably determined that the City has undertaken in a written agreement or contract for the benefit of the holders of the Bonds to provide disclosure of certain financial information and certain material events on an ongoing basis; J. In order to cause such requirement to be satisfied, the City desires to execute and deliver a Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"); K. In order to cause the refinancing of the 2014 Bonds, there is presented an Escrow Agreement (the "Escrow Agreement"), between the City and The Bank of New York Mellon Trust Company, N.A., the trustee for the 2014 Bonds; L. The City is a member of the Authority and the Project is located within the boundaries of the City; M. Senate Bill 450 (Chapter 625 of the 2017-2018 Session of the California Legislature) ("SB 450") requires that the City Council obtain from an underwriter, municipal advisor or private lender and disclose, prior to authorization of the issuance of bonds, including debt instruments such as the Bonds, with a term of greater than 13 months, good faith estimates of the following information in a meeting open to the public: (a) the true interest cost of the Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Bonds, (c) the amount of proceeds of the Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Bonds, and (d) the sum total of all debt service Resolution No.2024-025 Page 2of6 payments on the Bonds calculated to the final maturity of the Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Bonds, and such information has been provided to the City Council in the report of Finance and Management Services Agency; and N. The City Council has been presented with the form of each document referred to herein relating to the refinancing contemplated hereby, 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 refinancing; and O. All acts, conditions and things required by the laws of the State of California and the City Charter of the City to exist, to have happened and to have been performed precedent to and in connection with the consummation of such refinancing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such refinancing for the purpose, in the manner and upon the terms herein provided. SECTION 2. All of the recitals herein contained are true and correct and the City Council so finds. SECTION 3. The City Council, on behalf of the City, hereby finds that the use of the Act to assist the City in financing the Project and refinancing the 2014 Bonds will result in significant public benefits to the citizens of the City because it is expected that such use will provide demonstrable savings in effective interest rate costs. SECTION 4.The forms of the Master Installment Agreement and First Supplement, on file with the City Clerk, are hereby approved, and the Mayor may designate, City Manager, the Assistant City Manager, the City Clerk, and the Executive Director and City Treasurer, Finance and Management Services (the "Authorized Officers"), are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Master Installment Agreement and First Supplement in substantially said forms, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the principal components of the installment payments shall not exceed $47,000,000 and the true interest cost applicable to the interest components of the installment payments shall not exceed 4.75%. SECTION 5. The form of Indenture, on file with the City Clerk, with such changes, insertions and omissions therein as an authorized officer of the Authority executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, is hereby approved; provided, however, that the aggregate amount of the Bonds shall not exceed $47,000,000, and the true interest cost applicable to the Bonds shall not exceed 4.75% and, provided, Resolution No.2024-025 Page 3 of 6 further, that such changes, insertions and omissions shall be consistent with the terms of the Bonds established by the Purchase Contract as finally executed. SECTION 6. The issuance of not to exceed $47,000,000 aggregate principal amount of the Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, for the purpose of financing the Project and refinancing the 2014 Bonds is hereby approved. SECTION 7. The form of Escrow Agreement for the 2014 Bonds, between the City and The Bank of New York Mellon Trust Company, N.A., is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Purchase Contract in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 8. The form of Bond Purchase Agreement, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the underwriter's discount for the sale of the Bonds shall not exceed 1.15% of the aggregate principal amount of such Bonds. SECTION 9. The form of Preliminary Official Statement, on file with the City Clerk, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the City that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 (except for the omission of certain final pricing, rating and related information as permitted by Rule 15c2-12). SECTION 10. The Authorized Officers are each hereby authorized and directed to furnish, or cause to be furnished, to prospective investors for the Bonds a reasonable number of copies of the Preliminary Official Statement. SECTION 11. The preparation and delivery of an Official Statement, and its use in connection with the offering and sale of the Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the City, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the City. Resolution No.2024-025 Page 4 of 6 SECTION 12. The form of Continuing Disclosure Certificate, on file with the Clerk of the Council, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Certificate in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced to the execution and delivery thereof. SECTION 13. The officers, employees and agents 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. SECTION 14. 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 15. This Resolution shall take effect immediately upon its adoption by the City Councio , and the City Clerk shall attest to and certify the vote adopting this Resolution. ADOPTED this 4tr day of June, 2024. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: &tx� A - Laura A. Rossini Chief Assistant City Attorney Resolution No.2024-025 Page 5of6 AYES: Councilmembers Amezcua, Bacerra, Hernandez, Lopez, Penaloza, Phan, Vazquez (7) NOES: Councilmembers None (0) ABSTAIN: Councilmembers None 0) ABSENT: Councilmembers None 0) CERTIFICATE OF ATTESTATION AND ORIGINALITY I, JENNIFER L. HALL, City Clerk, do hereby attest to and certify the attached Resolution No. 2024-025 to be the original resolution adopted by the City Council of the City of Santa Ana on June 4, 2024. � 9 � Y 7 a Date:Or 2024 j ennifer L. all °F ° City C ity of Santa Resolution No.2024-025 Page 6 of 6