ATTACHMENT II
HAYWARD CITY COUNCIL
RESOLUTION NO. 25-___
Introduced by Council Member ___________
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF WASTEWATER REVENUE BONDS IN THE MAXIMUM PRINCIPAL AMOUNT OF $135,000,000
TO FINANCE CAPITAL IMPROVEMENTS TO THE WASTEWATER SYSTEM,
INCLUDING THE WATER RESOURCE RECOVERY FACILITY IMPROVEMENTS,
AND APPROVING RELATED AGREEMENTS AND ACTIONS
WHEREAS, the City of Hayward (the “City”) owns and operates a wastewater collection, pumping, transport, treatment, storage, and disposal system (the “ Wastewater System”), including a Water Resource Recovery Facility (the “WRRF”); and
WHEREAS, increasing nutrient loadings in the Bay is a growing concern for the Bay Area water quality community, which has been discussed in both the first Nutrients Watershed Permit (issued 2014) and the Second Nutrients Watershed Permit (issued 2019) adopted by the California Regional Water Quality Control Board, S an Francisco Bay Region (the “Water Board”); and
WHEREAS, in June 2020, the City completed a comprehensive Facilities Plan update, the WRRF Phase II Facilities Plan, to identify improvements required for the WRRF to upgrade its treatment process to incorporate nutrient reduction in the treated effluent to meet the upcoming regulatory requirements (the “Phase II Project”); and
WHEREAS, the Water Board approved the 3rd Nutrients Watershed Permit on July 10, 2024, which requires the City to reduce nutrient loading to the Bay by 53% by May 1, 2034; and
WHEREAS, the main goal of the Phase II Project is to construct improvements necessary for nutrient removal in compliance with the Water Board's requirements in the 3rd Nutrients Permit; and
WHEREAS, in accordance with the Facilities Plan update, the City will also construct a 21,800 square foot building housing a centralized administration building, main control room for WRRF operations, expanded laboratory facilities, SCADA and st aff facilities ( the “WRRF Administration and Laboratory Building Project”); and
WHEREAS, at this time, the City anticipates receiving financing for the Phase II Project and the WRRF Administration and Lab oratory Building Project ( together, the “ Projects”) from the U.S. Environmental Protection Agency ’s Water Infrastructure Finance and Innovation Act (WIFIA) program and publicly-sold revenue bonds; and
WHEREAS, the City is a charter city organized and existing under the Constitution and laws of the State of California, and as such the City is authorized to make and enforce all laws and regulations in respect to municipal affairs under Sections 3, 5 and 7 of Art icle XI of the Constitution of the State of California and under Section 200 of the Charter of the City, subject only to such restrictions and limitations as may be provided in the Charter of the City and in the Constitution of the State of California; and
WHEREAS, pursuant to its municipal affairs powers as a charter city, the City Council of the City has adopted its Ordinance No. 24-05, enacting the City of Hayward Water and Wastewater Enterprise Revenue Bond Law, constituting Chapter 8, Article 22 of th e Hayward Municipal Code (the “Bond Law”), under which the City is authorized to issue its revenue bonds for the purpose of financing improvements to the water enterprise of the City and the Wastewater System; and
WHEREAS, in order to provide financing for the Projects, the City Council wishes at this time to authorize the issuance of City of Hayward 2025 Wastewater Revenue Bonds in the aggregate principal amount of not to exceed $135,000,000 (the “Bonds”) under the provisions of the Bond Law; and
WHEREAS, the Bonds will be payable from and secured by a pledge of and lien on the net revenues of the Wastewater System, on a parity with the pledge and lien which secures the obligations of the City incurred to finance the Wastewater System, including that certain outstanding Agreement No. 05 -807-550-0, by and between the City and the State Water Resources Control Board dated July 27, 2006 (the “2006 SRF Agreement”); and
WHEREAS, as required by California Government Code Section 5852.1 enacted January 1, 2018 by Senate Bill 450, attached hereto as Appendix A is certain financial information relating to the Bonds that has been obtained by the City Council and is hereby disclosed and made public; and
WHEREAS, the City Council has previously approved a Debt Issuance and Management Policy which complies with California Government Code Section 8855, and the issuance of the Bonds will be in compliance with said policy; and
WHEREAS, the City Council of the City h as duly considered such transactions and wishes at this time to approve said transactions in the public interests of the City;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Hayward as follows:
Section 1. Authorization of Bonds. The City Council hereby authorizes the issuance of the Bonds under the Bond Law in the maximum principal amount of $135,000,000, for the purpose of providing funds to finance the Projects and to pay related costs of issuing the
Bonds. The Bonds shall be revenue bonds, which are payable from and secured by a pledge of and lien on the net revenues of the Wastewater System.
Section 2. Approval of Indenture of Trust . The Bonds shall be issued under an Indenture of Trust between the City and The Bank of New York Mellon Trust Company, National Association, as trustee , which is hereby approved in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Manager , the Assistant City Manager or the Director of Finance (each, an “Authorized Officer”), and the execution thereof by the City Manager (or the City Manager’s designee) shall be conclusive evidence of the approval of such changes and additions. The City Council hereby authorizes and directs the City Manager (or the City Manager’s designee) to execute, and the City Clerk to attest, the final form of the Indenture of Trust for and in the name of the City. The City Council hereby authorizes the delivery and performance of the Indenture of Trust.
Section 3. Competitive Sale of the Bonds. In accordance with Section 8-22.111 of the Bond Law, the City Council hereby authorizes the sale of the Bonds by competitive public bidding in accordance with the provisions of the Official Notice of Sale in substantially the form on file with the City Clerk, together with such additions thereto and changes therein as may be approved by an Authorized Officer . The true interest cost of the Bonds shall not exceed 5.25% per annum.
The terms and conditions of the offering and the sale of the Bonds shall be as specified in the Official Notice of Sale, which is hereby incorporated into this Resolution by this reference. An Authorized Officer, on behalf of the City, is hereby delegated the authority to accept the best responsible bid for the purchase of the Bonds, determined in accordance with the Official Notice of Sale. The sale of the Bonds shall be awarded, or all bids shall be rejected, not later than 24 hours after the expiration of the time prescribed for the receipt of proposals unless such time of award is waived by the successful bidder.
Section 4. Publication of Notice of Intent to Sell Bonds. Pursuant to Government Code Section 53692, the City Council hereby approves and authorizes the publication by Jones Hall, A Professional Law Corporation, as Bond Counsel to the City, of a notice of the City’s intention to sell the Bonds, in form and substance acceptable to Bond Counsel, in The Bond Buyer once at least five days prior to the date fixed for receipt of bids.
Section 5. Official Statement . The City Council hereby appr oves the preliminary Official Statement describing the Bonds in the form on file with the City Clerk, and authorizes an Authorized Officer to approve revisions to said preliminary Official Statement. At the request of the purchaser of the Bonds, an Author ized Officer shall execute a certificate deeming the preliminary Official Statement, as so revised, to be final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934. Distribution of the Preliminary Official Statement to prospective purchasers of the Bonds is hereby approved. An Authorized Officer is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by the City Manager (or the City Manager’s designee) shall be conclusive evidence of approval of any such changes and additions. The
City Council hereby authorizes the distribution of the final Official Statement . The final Official Statement shall be executed in the name and on behalf of the City by the City Manager (or the City Manager’s designee).
Section 6. Official Actions . The City Manager (or the City Manager’s designee) is 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 actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, i nstruments of conveyance and other documents, in a form approved by the City Attorney, which they, or any of them, may deem necessary or advisable in order to consummate the transactions described herein. Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf if such officer is absent or unavailable.
Section 7. Effective Date. This Resolution shall become effective immediately upon its passage and adoption.
IN COUNCIL, HAYWARD, CALIFORNIA , 2025
ADOPTED BY THE FOLLOWING VOTE:
AYES: COUNCIL MEMBERS:
MAYOR:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
ATTEST: ______________________________________
City Clerk of the City of Hayward
APPROVED AS TO FORM:
_________________________________________
City Attorney of the City of Hayward
A-1
APPENDIX A
REQUIRED FINANCIAL DISCLOSURES PURSUANT TO
GOVERNMENT CODE SECTION 5852.1
1. True Interest Cost of the Bonds (Estimated): 4.67%.
2. Finance charge of the Bonds, being the sum of all fees and charges paid to third parties, in the amount of approximately $ 975,000.
Such amount consists of costs of issuing the Bonds in the amount of approximately $350,000 together with estimate d
Underwriter’s compensation in the amount of approximately $625,000.
3. Proceeds of the Bonds expected to be received by the City, net of proceeds for Costs of Issuance in (2) above to paid, capitalized interest and reserves (if any) from the principal amount of the Bonds (Estimated): $126,688,000.
4. Total Payment Amount for the Bonds, being the sum of all debt service to be paid on the Bonds to final maturity (Estimated):
$251,036,000.
*All amounts and percentages are estimates, and are made in good faith by the City based on information available as of February 7, 20 25.
Estimates include certain assumptions regarding tax -exempt rates available in the bond market at the time of pricing the Bonds.