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HomeMy WebLinkAbout12/03/07r .. REQUEST FOR COUNCIL/SANTA ANA i' FINANCING AUTHORITY ACTION CITY COUNCIL MEETING DATE: DECEMBER 3, 2007 TITLE: RESOLUTIONS APPROVING AGREEMENTS AND FINANCING DOCUMENTS FOR LOCAL STREET FINANCING CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 15t Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Adopt a resolution authorizing and directing the preparation and execution of certain financing documents including a certificate purchase agreement, and authorizing the distribution of an Official Statement. Santa Ana Financing Authority Adopt a resolution authorizing and directing the preparation and execution of certain financing documents including a certificate purchase agreement, and authorizing the distribution of an Official Statement. DISCUSSION The Public Works Agency has completed an inventory of all the City's streets that includes their general lifespan condition. Based on staff's assessment, an immediate infusion of funds to rebuild the City's neighborhood streets will enhance the City's ability to address all neighborhood streets and implement a long-term preventive maintenance program. Based on this strategy, it is recommended that over the next five years, $100 million be invested toward rebuilding and repairing City streets. To achieve this initiative, bonds in the amount of $60 million dollars are needed to complete the $100 million investment. Neighborhood street improvements will include grind and overlay, reconstruction, and critical concrete repair of sidewalk, curb and gutter. 2 Street Rehabilitation Financing December 3, 2007 Page 2 In order to explore bonding alternatives and capacity, a financing team consisting of a financial advisor (Fieldman, Rolapp & Associates), an underwriter (De La Rosa & Co.), bond counsel (Orrick, Herrington & Sutliff e), and disclosure counsel (Quint & Thimmig) was retained. Upon evaluation the team is recommending the use of an installment-sale Certificates of Participation (COP) financing structure that utilizes Gas Tax Revenue as the pledge to repay the certificates. The use of this innovative financing structure has several advantages. First, it utilizes an existing, stable revenue source already designated for the design, construction, maintenance, and operation of public streets and highways. Second, it does not require the pledge of any General Fund monies as collateral for debt payments. The COP installment sale also allows bonding capacity to exceed the 25% debt service limit allowed through a straight revenue bond structure as authorized under the California Streets and Highways Code. Lastly, the financing structure is exempt from the State's constitutional debt limit thereby preserving the City's ability to capitalize on existing bond capacity should it be necessary in the future. On August 20, 2007 the City Council approved the execution of the Installment Sales Agreement between the City of Santa Ana and the Santa Ana Financing Authority. The agreement permits the purchase of the street improvements from the Santa Ana Financing Authority who then assigns the improvements back to the City for completion. In addition, Council approved a Trust Agreement between the Santa Ana Financing Authority and the Bank of New York. The Trust Agreement reassigns all debt payments to the Bank of New York as the trustee. Finally, the Council authorized the City to initiate the validation process that assigns the use of Gas Tax revenues as a special fund and pledge. On November 16, 2007, a judgment was entered by the Orange County Superior Court validating the use of the gas tax pledge. A 30-day appeal period will expire on December 16, 2007. In conjunction, City staff along with Fieldman, Rolapp and Associates (financial advisor) and De La Rosa & Co (underwriter) prepared a credit presentation for Standard & Poor's consideration. Recently, the City received a solid A credit rating and is now preparing for the bond insurance solicitation process. Upon Council approval of the recommended action and conclusion of the 30-day appeal period, bond certificate pricing and issuance will commence. It is anticipated that bond closing would occur during the latter part of December. In an adjoining action the Public Works Agency is requesting the addition of two Assistant Engineer II positions and one Construction Inspector II position. The positions will provide much needed assistance in the design and inspection of the $100 million dollar Neighborhood Street initiative. Street Rehabilitation Financing December 3, 2007 Page 3 FISCAL IMPACT Approval of the resolutions and related agreements authorizes staff to prepare certain financing documents relating to local street improvements totaling $60 million dollars. A total cap including issuance costs is not to exceed $70 million and 6% per annum. James G. oss Executive Director Public Works Agency APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency JWF 11/19/2007 RESOLUTION NO. SAFA- 2007- A RESOLUTION OF THE GOVERNING BOARD OF THE SANTA ANA FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF A CERTIFICATE PURCHASE AGREEMENT, AND OTHER MATTERS RELATING THERETO, AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS, AND RATIFYING ACTION PREVIOUSLY TAKEN OR APPROVED TO BE TAKEN, INCLUDING THE EXECUTION AND DELIVERY OF AN INSTALLMENT SALE AGREEMENT AND THE EXECUTION AND DELIVERY OF CITY OF SANTA ANA, CALIFORNIA, GAS TAX REVENUE CERTIFICATES OF PARTICIPATION (2007 LOCAL STREET IMPROVEMENT PROJECT) PURSUANT TO A TRUST AGREEMENT. BE IT RESOLVED BY THE GOVERNING BOARD OF THE SANTA ANA FINANCING AUTHORITY AS FOLLOWS: Section 1. The Governing Board of the Santa Ana Financing Authority hereby finds, determines and declares as follows: A. The Santa Ana Financing Authority (the "Authority") is empowered to assist the City of Santa Ana (the "City") in financing certain public capital improvements pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California and pursuant to that certain Joint Exercise of Powers Agreement by and between the City of Santa Ana and the Community Redevelopment Agency of the City of Santa Ana, dated August 1, 1993; B. The City and the Authority, pursuant to Resolution No. SAFA-2007-002, adopted by the Authority on August 20, 2007 (the "Initial Authority Resolution"), have previously determined to enter into a 2007 Installment Sale Agreement with the Authority (the "Installment Sale Agreement") in order to apply certain motor vehicle fuel tax revenues received by the City to acquire certain public capital improvements consisting of street resurfacing and related improvements (as more fully described in the Installment Sale Agreement, the "Improvements") for the benefit of the City in accordance with Article XIX, Section 1 of the California Constitution (collectively, the "Street Improvement Project"); C. In order to provide for the delivery of the City of Santa Ana, California, Gas Tax Revenue Certificates of Participation (2007 Local Street Improvement Project) (the "Certificates") and to establish and declare the terms and conditions upon which the Certificates are to be executed and delivered Resolution No. 2007-XXX Page 1 of 4 and secured, the Authority has previously determined to enter into a Trust Agreement with The Bank of New York Trust Company, N.A. (the "Trust Agreement"); D. E.J. De La Rosa & Co., Inc., as underwriter (the "Underwriter"), has submitted to the City and the Authority a proposed form of an agreement to purchase the Certificates in the form of a Certificate Purchase Agreement (the "Certificate Purchase Agreement"); E. The Governing Board has been presented with the form of each document referred to herein relating to the financing contemplated hereby, and the Board has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; and F. All acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided. Section 2. The form of Certificate Purchase Agreement, on file with the Secretary of the Authority, is hereby approved, and the Executive Director, the Treasurer, the Authority Counsel, the Secretary and the Controller of the Authority (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 Certificate 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 aggregate amount of the Certificates shall not exceed $70,000,000, the final maturity date of the Certificates shall be no later than January 1, 2040, the true interest cost applicable to the Certificates shall not exceed 6.00% per annum and the underwriter's discount for the sale of the Certificates shall not exceed 1.0% of the aggregate principal amount of such Certificates. Section 3. The execution and delivery of not to exceed $70,000,000 aggregate principal amount of the Certificates, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Trust Agreement as finally executed, is hereby authorized and approved. Section 4. The officers and agents of the Authority 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, Resolution No. 2007-XXX Page 2 of 4 including, without limitation, negotiating the terms of an insurance policy and/or a reserve surety bond to the extent such insurance and surety bond is determined to be economically advantageous. Section 5. All of the findings, terms and provisions of the Initial Authority Resolution are hereby ratified, confirmed and approved. Section 6. All actions heretofore taken by the officers and agents of the Authority with respect to the transactions set forth above are hereby approved, confirmed and ratified. Section 7. This Resolution shall take effect immediately upon its adoption by the Governing Board of the Authority, and the Secretary of the Authority shall attest to and certify the vote adopting this Resolution. ADOPTED this 3rd day of December, 2007. Miguel A. Pulido Chairman APPROVED AS TO FORM: By: Joseph W. Fletcher, Authority Counsel AYES: Authority members. NOES: Authority members ABSTAIN: Authority members NOT PRESENT: Authority members Resolution No. 2007-XXX Page 3 of 4 CERTIFICATE OF A TTESTA TION AND ORIGINALITY I, PATRICIA E. HEALY, Secretary of the Authority, do hereby attest to and certify the attached Resolution No. SAFA 2007- be the original resolution adopted by the Governing Board of the Santa Ana Financing Authority on December_, 2007. Date: Secretary Santa Ana Financing Authority Resolution No. 2007-XXX Page 4 of 4