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HomeMy WebLinkAbout2022-09-27 - RESOLUTIONS - PFA REVENUE BONDS ENERGY EFFICIENCY PGM SERIES 2022A 2022B (2)RESOLUTION NO. PFA22-1 A RESOLUTION OF THE BOARD OF THE SANTA CLARITA PUBLIC FINANCING AUTHORITY AUTHORIZING 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 TWO SUPPLEMENTAL INDENTURES, AMENDMENTS TO TWO LEASE AGREEMENTS, A PRELIMINARY OFFICIAL STATEMENT, A FINAL OFFICIAL STATEMENT AND TWO BOND PURCHASE AGREEMENTS; 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 Santa Clarita Redevelopment Agency 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 Santa Clarita Redevelopment Agency, 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 (the "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 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 Page 1 of 6 WHEREAS, the 2020 Indenture provides for the issuance of additional bonds and the amendment of the Cube Lease to increase base rental payments thereunder; and WHEREAS, the 2016 Indenture provides for the issuance of additional bonds and the amendment of the City Hall 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 2016 Indenture and the 2020 Indenture (collectively, the "Supplemental Indentures"), and the City and the Authority enter into an amendment to each of the 2016 Lease and the 2020 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, 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 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 Board; 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; and Page 2 of 6 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; and WHEREAS, there have been presented to this meeting the proposed forms of the following documents: (a) First Supplemental Indenture relating to the 2020 Indenture (Series A Supplemental Indenture); (b) First Supplemental Indenture relating to the 2016 Indenture (Series B Supplemental Indenture); (c) First Amendment to the CUBE Lease (Cube Lease Amendment); (d) First Amendment to the City Hall Lease (City Hall Lease Amendment); (e) Preliminary Official Statement; (f) Bond Purchase Agreement — Series A Bonds; and (g) Bond Purchase Agreement — Series B Bonds. WHEREAS, the Board has reviewed the documentation related to the issuance of the Bonds, which documentation is on file with the Secretary of the Authority. NOW, THEREFORE, the Board of Directors of the Santa Clarita Public Financing Authority, does hereby resolve as follows: SECTION 1. Recitals. All of the above recitals are true and correct and the Authority so finds. SECTION 2. Determiniations. 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 the Bonds. The Authority hereby authorizes the issuance by the Authority of the Series A Bonds and the Series B Bonds in the aggregate principal amount not to exceed $25,000,000. SECTION 4. Approval of Series A Bonds. The Authority hereby authorizes 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 Secretary and presented to the Board at this meeting, is +' hereby approved. Any one of the Chair, the Executive Director, or Treasurer of the Authority (each, an "Authorized Officer"), is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Cube Lease Amendment, with such revisions, Page 3 of 6 amendments and completions as shall be approved by an Authorized Officer, with the advice of Bond Counsel in consultation with the Counsel to the Authority, such approval to be conclusively -- evidenced by such execution and delivery thereof, and the Secretary is hereby authorized to attest to such execution. SECTION 6. Approval of the Series A Supplemental Indenture. The Authority hereby approves the Series A Supplemental Indenture in substantially the form on file with the Secretary and presented to the Board at this meeting. Any Authorized Officer is hereby authorized to execute the Series A Supplemental Indenture 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 Counsel to the Authority, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 7. Approval of Series B Bonds. The Authority hereby authorizes 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 8. Approval of City Hall Lease Amendment. The City Hall Lease Amendment, in substantially the form on file with the Secretary and presented to the Board at this meeting, is hereby approved. Any Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Ciuty 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 Counsel to the Authority, such approval to be conclusively evidenced by such execution and delivery thereof, and the Secretary is hereby authorized to attest to such execution. SECTION 9. Approval of the Series B Supplemental Indenture. The Authority hereby approves the Series B Supplemental Indenture in substantially the form on file with the Secretary and presented to the Board at this meeting. Any Authorized Officer is hereby authorized to execute the Series B Supplemental Indenture 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 Counsel to the Authority, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 10. Approval of the Preliminary Official Statement and the Official Statement. The Preliminary Official Statement, in substantially the form on file with the Secretary and presented to the Board 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 Counsel to the Authority, such approval to be conclusively evidenced by the execution and delivery thereof. I] Page 4 of 6 SECTION 11. Approval of each Bond Purchase Agreement. The Authority hereby approves each Bond Purchase Agreement in the forms thereof on file with the Secretary. Any Authorized Officer is hereby authorized to execute a Bonds 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 Counsel to the Authority, 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 12. Good Faith Estimates. In accordance with SB 450, good faith estimates of the following have been presented at this meeting: (a) the true interest cost of die Bonds, (b) th; 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 13. Green Bond Designation. The Authority agrees with and acknowledges the self -designation of the Bonds as "green bonds" given the nature of the Project as environmentally beneficial, and the City's and Auhtority's expectation that the proceeds of the Bonds will finance a portion of the Project. SECTION 14. Official Actions. The Authorized Officers, the Secretary, and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, 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 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 15. Ratification. All actions heretofore taken by any Authorized Officer or any officer, employee or agent of the Authority 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. Page 5 of 6 DATE: PASSED, APPROVED, AND ADOPTED this 27th day of September 2022. CHAIR ATTEST: w Z SECRETARY ldl��I' � 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. PFA22-1 was duly adopted by the Board of the Santa Clarita Public Financing Authority at a regular meeting thereof, held on the 271h day of September 2022, by the following vote: AYES: BOARDMEMBERS : Smyth, McLean, Miranda, Gibbs, Weste NOES: BOARDMEMBERS : None ABSENT: BOARDMEMBERS: None Page 6 of 6 SECRETARY