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HomeMy WebLinkAbout2018-02-27 - RESOLUTIONS - JPA (2) RESOLUTION NO. JPA-18-01 RESOLUTION OF THE BOARD OF DIRECTORS OF THE SANTA CLARITA PUBLIC FINANCING AUTHORITY APPROVING THE ISSUANCE OF SANTA CLARITA PUBLIC FINANCING AUTHORITY 2018 REVENUE BONDS (STREETLIGHTS ACQUISITION AND RETROFIT PROGRAM) IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $17,000,000,AND APPROVING AN INDENTURE, AN INSTALLMENT PURCHASE AGREEMENT, A BOND PURCHASE CONTRACT, A PRELIMINARY OFFICIAL STATEMENT AND A FINAL OFFICIAL STATEMENT IN CONNECTION THEREWITH, AND AUTHORIZING THE TAKING OF CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS,the Santa Clarita Public Financing Authority (Authority) is a joint exercise of powers authority duly organized and existing under and pursuant to that certain Joint Exercise Powers Agreement by and among the City of Santa Clarita(City), the Successor Agency to the Redevelopment Agency of the City, as successor to the Redevelopment Agency of the City, and the Santa Clarita Parking Authority, under the provisions of Articles 1 through 4, commencing with Section 6500, of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California(Act), and is authorized pursuant to Article 4 of the Act to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations to provide financing and refinancing for capital improvements of member entities of the Authority; and WHEREAS,the Authority desires to assist the City in financing the acquisition and installation of a minimum of 16,125 streetlight facilities located in the City from Southern California Edison and certain improvements related thereto, including Light-Emitting Diode (LED) light retrofit program (Project), and has determined to issue its 2018 Revenue Bonds (Streetlights Acquisition and Retrofit Program) Series A(Tax-Exempt Bonds) and its 2018 Taxable Revenue Bonds (Streetlights Acquisition and Retrofit Program) Series B (Taxable Bonds), and together with the Tax-Exempt Bonds (the Bonds) for such purpose; and WHEREAS,the City will sell to the Authority the Project in consideration for the issuance of the Bonds and simultaneously purchase the Project from the Authority in consideration for installment payments equal to the principal and interest coming due on the Bonds pursuant to an Installment Purchase Agreement(Installment Agreement); and WHEREAS, as required by Section 6586.5 of the Act,the City has caused publication of a notice of a public hearing on the financing of the Project once at least five days prior to the hearing in a newspaper of general circulation in the City;and WHEREAS, the City Council held a public hearing at which all interested persons were provided the opportunity to speak on the subject of financing the Project, and, following the hearing, found that issuance of the Bonds for the purpose of financing the Project will result in significant public benefits of the type described in Section 6586 of the Act, including,but not limited to, demonstrable savings in bond preparation, bond underwriting and bond issuance costs; and 1 WHEREAS,the Board of Directors has duly considered these transactions and wishes at this time to approve these transactions and make certain findings regarding significant public benefits to the Authority's members with respect to these transactions; NOW, THEREFORE,the Board of Directors of the Santa Clarita Public Financing Authority(Board) does hereby resolve as follows: SECTION 1. Findings. The Board hereby finds and determines that the recitals hereto are true and correct. SECTION 2. Determinations. Pursuant to the Act,the Board hereby finds and determines that the issuance of the Bonds to finance the Project and the transactions related thereto will result in significant public benefits to its members within the contemplation of Section 6586 of the Act. SECTION 3. Approval of Bonds. The Authority hereby approves the issuance of the Bonds in the aggregate principal amount not to exceed $17,000,000 pursuant to the Indenture (Indenture), and approves the Indenture in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any one of the Chairman, the Executive Director and the Treasurer of the Authority, and each of them, and any designee of any of them (each, an Authorized Officer and collectively, the Authorized Officers), is hereby authorized and directed, for and in the name and on behalf of the Authority,to execute and deliver the Indenture, with such insertions and changes as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery. SECTION 4. Installment Agreement. The Authority hereby approves the Installment Agreement, in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any one of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Installment Agreement, with such insertions and changes as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery SECTION 5. The Sale of Bonds. The Authority hereby authorizes the sale of the Bonds to Piper Jaffray& Co., as underwriter (Underwriter)pursuant to and in accordance with the Bond Purchase Contract, in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any one of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the Authority,to execute and deliver the Bond Purchase Contract, with such insertions and changes as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery. The underwriter's discount for the Bonds specified in the Bond Purchase Contract shall not exceed 0.5 percent of the par amount of the Bonds. The true interest cost on the Bonds shall not exceed 4.75 percent. SECTION 6. Preliminary Official Statement. The Authority hereby approves the form of the Preliminary Official Statement(Preliminary Official Statement), in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting, with such changes and modifications as shall be necessary or appropriate for completion to the satisfaction 2 of any Authorized Officer. Any one of the Authorized Officers is authorized and directed, on behalf of the Authority to deem the Preliminary Official Statement"final"pursuant to Rule 15c2-12 under the Securities and Exchange Act of 1934. The Authority further approves distribution of the Preliminary Official Statement by the Underwriter to persons who may be interested in purchasing the Bonds. Any one of the Authorized Officers is authorized and directed to execute and deliver a final Official Statement in substantially the form of the Preliminary Official Statement hereby approved, with such additions thereto and changes therein as are consistent with this Resolution and recommended or approved by disclosure counsel to the Authority and approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 7. Bond Insurance. Any one of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the Authority,to evaluate and select one or more municipal bond insurers for all or any portion of the Bonds and to execute and deliver such contracts and agreements with such bond insurers as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery. SECTION 8. Professional Services. The Authority hereby appoints C.M. de Crinis& Co., Inc., as Municipal Advisor, Piper Jaffray& Co., as Underwriter,Norton Rose Fulbright US LLP, as Bond and Disclosure Counsel, in connection with the issuance of the Bonds. SECTION 9. Further Action. The Authorized Officers,the other officers and employees of the Authority, the members of the Authority's Board of Directors, Bond Counsel, Disclosure Counsel, and the other consultants to and agents of the Authority, are each hereby authorized and directed to do all things and take all actions necessary or desirable to effectuate the transactions contemplated by this Resolution, and to execute such other assignments, agreements, certificates, receipts, endorsements, orders, opinions, and other documents in connection with such transactions, including, without limitation, closing documents in connection with the issuance of the Bonds, and all actions heretofore taken by the officers, employees, and agents of the Authority in connection with the issuance of the Bonds are hereby ratified, approved, and confirmed in every respect. SECTION 10. Effective Date. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED, AND ADOPTED this 27th day of February, 2018. 4619 CHAIRPERSON ATTEST: SECRETARY DATE: /7/7/ 3 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) I, Mary Cusick, Secretary of the Santa Clarita Public Financing Authority, do hereby certify that the foregoing Resolution No. 18-08 was duly adopted by the Board of Directors of the Santa Clarita Public Financing Authority at the regular meeting thereof, held on the 27th day of February, 2018, by the following vote: AYES: BOARDMEMBERS: Miranda, Smyth, McLean, Kellar, Weste NOES: BOARDMEMBERS: None ABSENT: BOARDMEMBERS: None SECRETARY 111 4