Loading...
HomeMy WebLinkAbout2022-09-27 - RESOLUTIONS - PFA REVENUE BONDS ENERGY EFFICIENCY PGM SERIES 2022A 2022BRESOLUTION NO. 22-54 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, APPROVING THE ISSUANCE OF THE SANTA CLARITA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (ENERGY EFFICIENCY PROGRAM), SERIES 2022A (GREEN BONDS) AND SERIES 2022B (GREEN BONDS), IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $25,000,000, APPROVING THE EXECUTION AND DELIVERY OF AMENDMENTS TO TWO LEASES, A CONTINUING DISCLOSURE CERTIFICATE, A PRELIMINARY OFFICIAL STATEMENT, A FINAL OFFICIAL STATEMENT AND TWO BOND PURCHASE AGREEMENTS; APPROVING THE RETENTION OF CERTAIN PROFESSIONAL FIRMS; AND AUTHORIZING THE TAKING OF CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, pursuant to Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California (Act), the City of Santa Clarita, California (City), and the Redevelopment Agency of the City of Santa Clarita have heretofore entered into that certain Joint Exercise of Powers Agreement, dated as of July 9, 1991, and as amended on May 10, 2016, by and among the City, the City as successor agency to the Redevelopment Agency of the City of Santa Clarita, and the Santa Clarita Parking Authority, relating to the Santa Clarita Public Financing Authority (Authority), for the purpose, among other things, of issuing its bonds to be used to provide financing and refinancing for public capital improvements of the City; and WHEREAS, the City desires to finance certain energy efficiency improvements for City buildings and facilities, including but not limited to, HVAC, lighting, water conservation, solar, and refrigeration improvements (the "Project"); and WHEREAS, in October 2020 the Authority assisted the City with financing the acquisition of a parcel of land and improvements to be used for recreational facilities by the issuance of its $10,645,000 Lease Revenue Bonds (Recreational Facility), Series 2020A and its $3,625,000 Federally Taxable Lease Revenue Bonds (Recreational Facility) Series 202OA-T (collectively, the "2020 Bonds"), pursuant to the Bond Law, and an Indenture dated as of October 1, 2020 (the "2020 Indenture"), by and between the Authority and U.S. Bank Trust Company, National Association (formerly US Bank National Association), as trustee (Trustee), secured by lease payments under a Lease Agreement dated as of October 1, 2020 (the "Cube Lease") by and between the Authority, as lessor and the City, as lessee, of land and improvements located at property located at 27745 Smyth Drive within the City (the "Cube Leased Property"); and WHEREAS, in June 2016 the Authority assisted the City with refinancing the acquisition of right-of-way for a portion of Golden Valley Road by the issuance of its $10,320,000 Lease Revenue Bonds (Golden Valley Road), Series 2016A (the "2016 Bonds"), pursuant to the Marks -Roos Local Bond Pooling Act of 1985 (the "Bond Law"), constituting Article 4 (commencing with Section Page 1 of 6 6584) of the Act, and an Indenture dated as of June 1, 2016 (the "2016 Indenture"), by and between the Authority and the Trustee, secured by lease payments under a Lease Agreement dated as of June 15 2016 (City Hall Lease) by and between the Authority, as lessor and the City, as lessee, of certain real property and the improvements thereon, more commonly known as the Santa Clarita City hall, located at 23920 Valencia Boulevard, Santa Clarita (City Hall Leased Property); and WHEREAS, the 2016 Indenture provides for the issuance of additional bonds and the amendment of 2016 Lease to increase base rental payments thereunder; and WHEREAS, the 2020 Indenture provides for the issuance of additional bonds and the amendment of 2020 Lease to increase base rental payments thereunder; and WHEREAS, the City has requested that the Authority issue its (a) Lease Revenue Bonds (Energy Efficiency Program) Series 2022A (Green Bonds) (the "Series A Bonds") as Additional Bonds on parity with the 2020 Bonds and (b) Lease Revenue Bonds (Energy Efficiency Program) Series 2022B (Green Bonds) (the "Series B Bonds," and together with the Series A Bonds, the "Bonds") as Additional Bonds on parity with the 2016 Bonds, for the purpose of financing the costs of the Project and to pay for the costs of issuing the Bonds; and WHEREAS, it is proposed that the Authority and the Trustee enter into a first supplemental indenture with respect to each of the 2020 Indenture and the 2016 Indenture (collectively, the "Supplemental Indentures"), and the City and the Authority enter into an amendment to each of the CUBE Lease and the City Hall Lease (collectively, the "Lease Amendments"); and WHEREAS, the Series A Bonds are to be issued pursuant the 2020 Indenture, as supplemented by a First Supplemental Indenture (collectively, the "Series A Indenture"), each by and between the Authority and the Trustee; and WHEREAS, the Series B Bonds are to be issued pursuant the 2016 Indenture, as supplemented by a First Supplemental Indenture (collectively, the "Series B Indenture"), each by and between the Authority and the Trustee; and WHEREAS, as a condition precedent to the Bonds to provide financing for the Project, Section 6586.5 of the California Government Code requires that the City approve the proposed financing by the Authority and that the City make certain findings with respect to such financing, as hereinafter set forth, and said Section 6586.5 further requires that such approval be given and findings be made only after noticed public hearing thereon; and WHEREAS, as required by Section 6586.5, 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, this 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 WHEREAS, Senate Bill 450 (Chapter 625 of the 2017-2018 Session of the California _ Legislature) (SB450) requires that the governing body of a public body obtain prior to authorizing Page 2 of 6 the issuance of 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 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 WHEREAS, it is proposed that each series of the Bonds be sold through a negotiated sale in accordance with the terms of a Bond Purchase Agreement (each, a "Bond Purchase Agreement") to be entered into by the Authority, the City and the underwriter, the proposed forms of which has been presented to this City Council; and WHEREAS, to fulfill the requirements of Rule 15 c2-12 (as defined herein), the City will enter into Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"), with respect to the Bonds, whereby the City will agree to provide disclosure reports and notices of certain enumerated events pursuant to the Rule; and WHEREAS, there have been presented to this meeting the proposed forms of the following documents: (a) First Amendment to the Cube Lease (Cube Lease Amendment); (b) First Amendment to the City Hall Lease (City Hall Lease Amendment); (c) Continuing Disclosure Certificate; (d) Preliminary Official Statement; (e) Bond Purchase Agreement — Series A Bonds; and (f) Bond Purchase Agreement — Series B Bonds. WHEREAS, the City Council has reviewed the documentation related to the issuance of the Bonds, which documentation is on file with the City Clerk of the City. NOW, THEREFORE, the City Council of the City of Santa Clarita, California, does hereby resolve as follows: SECTION 1. Recitals. All of the above recitals are true and correct and the City Council so finds. SECTION 2. Public Benefit. The City Council hereby finds and determines that the issuance of the Bonds will result in significant public benefits within the contemplation of Section 6586 of the Act. Page 3 of 6 SECTION 3. Approval of the Bonds. The City hereby approves the issuance by the Authority of Series A Bonds and Series B Bonds in an aggregate amount not to exceed $2550005000. SECTION 4.Approval of Series A Bonds. The City hereby approves the issuance by the Authority of the Series A Bonds as additional bonds under the Series A Indenture to finance a portion of the costs of the Project and to pay for the costs of issuing the Series A Bonds. SECTION 5. Approval of Cube Lease Amendment. The Cube Lease Amendment, in substantially the form on file with the City Clerk and presented to the City Council at this meeting, is hereby approved. Any one of the Mayor, the City Manager of the City, the Assistant City Manager or City Treasurer (each, an "Authorized Officer"), is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Cube Lease Amendment, with such revisions, amendments and completions as shall be approved by an Authorized Officer, with the advice of Bond Counsel in consultation with the City Attorney, such approval to be conclusively evidenced by such execution and delivery thereof, and the City Clerk is hereby authorized to attest to such execution. SECTION 6. Approval of Series B Bonds. The City hereby approves the issuance by the Authority of the Series B Bonds as additional bonds under the Series B Indenture to finance a portion of the costs of the Project and to pay for the costs of issuing the Series B Bonds. SECTION 7. Approval of City Hall Lease Amendment. The City Hall Lease Amendment, in substantially the form on file with the City Clerk and presented to the City Council at this meeting, is hereby approved. Any Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the City Hall Lease Amendment, with such revisions, amendments and completions as shall be approved by an Authorized Officer, with the advice of Bond Counsel in consultation with the City Attorney, such approval to be conclusively evidenced by such execution and delivery thereof, and the City Clerk is hereby authorized to attest to such execution. SECTION 8. Approval of the Preliminary Official Statement and the Official Statement. The Preliminary Official Statement, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved with such revisions, amendments and completions as shall be approved by an Authorized Officer to make the Preliminary Official Statement final as of its date, except for the omission of certain information, as permitted by Section 240.15c2-12(b)(1) of Title 17 of the Code of Federal Regulations ("Rule 15c2- 12"). Any Authorized Officer is authorized to execute a certificate relating to the finality of the Preliminary Official Statements under Rule 15c2-12. Any Authorized Officer is authorized and directed to execute and deliver the final Official Statement in substantially the form of the Preliminary Official Statement, with such additions and changes as may be approved by an Authorized Officer executing the same with the advice of Disclosure Counsel in consultation with the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof. Page 4 of 6 SECTION 9. Approval of the Continuing Disclosure Certificate. The Continuing Disclosure Certificate, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved. Any Authorized Officer is hereby authorized to execute the Continuing Disclosure Certificate in substantially the form on file, with such revisions, amendments and completions as shall be approved by an Authorized Officer, with the advice of Bond Counsel in consultation with the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 10. Approval of each Bond Purchase Agreement. The City hereby approves each Bond Purchase Agreement in the forms thereof on file with the City Clerk. Any Authorized Officer is hereby authorized to execute a Bond Purchase Agreement with such revisions, amendments and completions as shall be approved by the Authorized Officer executing the same, with the advice of Bond Counsel in consultation with the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof; provided that, (a) the Bond Purchase Agreement — Series A Bonds shall provide for a true interest cost (including original issue discount shown) not greater than 5.50 percent, and an underwriter's discount not greater than 1.0 percent of the principal amount of Series A Bonds and (b) the Bond Purchase Agreement — Series B Bonds shall provide for a true interest cost (including original issue discount shown) not greater than 4,,75 percent, and an underwriter's discount not greater than 1.0 percent of the principal amount of Series B Bonds. SECTION 11. Good Faith Estimates. In accordance with SB450, good faith estimates of the following have been presented to this meeting: (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 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. SECTION 12. Green Bond Designation. The City hereby self -designates the Bonds as "green bonds" given the nature of the Project as environmentally beneficial, and the City's expectation that the proceeds of the Bonds will finance a portion of the Project. SECTION 13. Official Actions. The Authorized Officers, the City Clerk and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all other actions, including the publication of any notices necessary or desirable in connection with the financing of the Project, the sale of the Bonds, procurement of municipal bond insurance and/or a reserve surety, and execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants, escrow instructions and other documents, which they, or any of them, deem necessary or advisable to consummate the lawful issuance and sale of the Bonds and the consummation of the transactions as described herein. SECTION 14. Approval of Certain Financing Team Members. The City Council hereby approves the appointment of (a) Norton Rose Fulbright US LLP, to provide Bond Counsel and Disclosure Counsel services in connection with the Bonds, (b) Columbia Capital Management, LLC, as Municipal Advisor in connection with the Bonds, (c) U.S. Bank Trust Company, National Page 5 of 6 Association, as Trustee, and (d) Digital Assurance Certification LLC, as Dissemination Agent, upon such terms and conditions as approved by any Authorized Officer. SECTION 15. Ratification. All actions heretofore taken by any Authorized Officer or any officer, employee or agent of the City with respect to the issuance, delivery and sale of the Bonds or in connection with or related to any of the agreements referred to herein, are hereby approved, confirmed and ratified. SECTION 16. Effective Date of Resolution. This resolution shall take effect immediately upon its adoption. PASSED, APPROVED, AND ADOPTED this 27th d of September 2022. -- MAYOR ATTEST: CITY CLEF DATE:���%� STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) I, Mary Cusick, City Clerk of the City of Santa Clarita, do hereby certify that the foregoing Resolution No. 22-54 was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the 271h day of September 2022, by the following vote: AYES: COUNCILMEMBERS : Smyth, McLean, Miranda, Gibbs, Weste NOES: COUNCILMEMBERS : None ABSENT: COUNCILMEMBERS: None CITY CLERK Page 6 of 6