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HomeMy WebLinkAbout2004-008 - Approving the Issuance of Such Bonds in an Agreement Principal Amount of Not Exceed $22,000,000 JWF 1/13/04 RESOLUTION NO. 2004-008 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 CONTRACT IN CONNECTION WITH THE ISSUANCE OF SANTA ANA FINANCING AUTHORITY WATER REFUNDING REVENUE BONDS, SERIES 2004 (PAYABLE SOLELY FROM INSTALLMENT PAYMENTS SECURED BY WATER SYSTEM NET REVENUES), APPROVING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $22,000,000, 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") previously financed 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. In order to accomplish such financing, the City entered into the Master Installment Purchase Agreement, dated as of August 1, 1994 (the "Prior Master Installment Purchase Agreement"), between the City and the Authority, and the First Supplement to Master Installment Purchase Agreement, dated as of August 1, 1994, between the City and the Authority (the "Prior Supplement" and together with the Prior Master Installment Purchase Agreement, the "Prior Installment Purchase Agreement") and pertaining to the Water System; C. In order to provide the funds necessary to finance the Project, the Authority issued its Water Revenue Bonds, Series 1994 (Payable Solely from Installment Payments Secured by Water System Net Revenues) (the "Prior Bonds"), secured by the Prior Installment Purchase Agreement; Resolution No. 2004-008 Page 1 of7 D. In order to achieve certain savings, the City desires to refinance the Project by exercising its option to prepay the component installment payments (the "Prior Installment Payments") payable by the City under the Prior Installment Purchase Agreement and cause the redemption of the Prior Bonds; E. In order to accomplish such refinancing, the Authority and the City desire to enter into a Master Installment Purchase Agreement (the "Master Installment Purchase Agreement"), by and between the City and the Authority, and a First Supplement to Master Installment Purchase Agreement (the "First Supplement" and together with the Master Installment Purchase Agreement, the "Installment Purchase Agreement"), between the City and the Authority; F. The City and 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 Project through the offering and sale of bonds of the Authority, designated "Santa Ana Financing Authority Water Refunding Revenue Bonds, Series 2004 (Payable Solely from Installment Payments Secured by Water System Net Revenues)" (the "Bonds"), secured by the Installment Purchase Agreement; G. The Authority and the City desire that BNY Western Trust Company, as trustee (the "Trustee") and the Authority enter into an Indenture (the "Indenture") in order to provide for the issuance of the Bonds; H. 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"); I. The funds representing the prepayment of the Prior Installment Payments payable by the City under the Prior Installment Purchase Agreement will be applied to the payment and redemption of the Prior Bonds pursuant to an Escrow Agreement (the "Escrow Agreement") by and among the City, the Authority and BNY Western Trust Company, as escrow agent; J. Kinsell, Newcomb & DeDios, 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 Contract"); K. 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; Resolution No. 2004-008 Page 2 of 7 Q. L. 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; M. In order to cause such requirement to be satisfied, the City desires to execute and deliver a Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"); N. The City is a member of the Authority and the Project is located within the boundaries of the City; o. On this date, the City held a public hearing on the refinancing of the Project in accordance with Section 6586.5 of the Act, which hearing was held at 60 Civic Center Plaza, Santa Ana, California; P. In accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in the Orange County Register, a newspaper of general circulation in the City; 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 R. 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. Council so finds. All of the recitals herein contained are true and correct and the City Section 3. The City Council, on behalf of the City, hereby finds that the use of the Act to assist the City in refinancing the Project 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. The prepayment of the Prior Installment Payments and the redemption of the Prior Bonds are hereby approved. Resolution No. 2004-008 Page 3 of 7 Section 4. The form of the Master Installment Purchase Agreement, on file with the Clerk of the Council, is hereby approved, and the Mayor of the City, or such other member of the City Council as the Mayor may designate, City Manager, the Assistant City Manager, the Clerk of the Council and the Executive Director, Finance and Management Services Agency (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 Purchase Agreement 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 by the execution and delivery thereof. Section 5. The form of First Supplement, 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 First Supplement 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 aggregate amount of the principal components of the installment payments shall not exceed $22,000,000 and the true interest cost applicable to the interest components of the installment payments shall not exceed 5.0% per annum. Section 6. The form of Indenture, on file with the Clerk of the Council, 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 $22,000,000, the final maturity date of the Bonds shall be no later than September 1, 2024 and the true interest cost applicable to the Bonds shall not exceed 5.0% per annum and, provided, 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 7. The issuance of not to exceed $22,000,000 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, is hereby approved. Section 8. The form of Purchase Contract, 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 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; provided, however, that Resolution No. 2004-008 Page 4 of 7 the underwriter's discount for the sale of the Bonds shall not exceed 1.5% of the aggregate principal amount of such Bonds. Section 9. The form of Escrow Agreement, 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 Escrow 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. Section10. The form of Preliminary Official Statement, on file with the Clerk of the Council, 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 11. 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 12. 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. Section 13. 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. Resolution No. 2004-008 Page50f7 Section 14. 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 15. 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 16. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 20th day of Januarv. 2004. APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney AYES: Councilmembers: Bist. Christv. Franklin, Garcia. Pulido. Solorio (6) NOES: Councilmembers: None (0) ABSTAIN: Councilmembers: None (0) NOT PRESENT: Councilmembers: Alvarez (1) Resolution No. 2004-008 Page60f7 CERTIFICATE OF ATTESTATION AND ORIGINALITY I. PATRICIA E. HEALY, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2004-008 to be the original resolution adopted by the City Council of the City of Santa Ana on Januarv 20. 2004 Date: 1/~ ~/t;r ~. Clerk of the Council City of Santa Ana Resolution No. 2004-008 Page 7 of 7