10.1.f
Packet Pg. 246 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of 10 legislation pending as of the date of this Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any Federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority materially adversely affecting the federal or State tax status of the Authority, or the interest on bonds or notes or obligations of the general character of the Bonds; or
(c) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or authority of the State, or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or
(d) legislation shall be enacted by the Congress of the United States of America or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President’s Cabinet, or a decision by a court of the United States of America shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended, and as then in effect, or that the Indenture must be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or
(e) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or
(f) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction; or (g) a general banking moratorium shall have been established by federal, State of New York or State authorities; or
10.1.f
Packet Pg. 247 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of 11 (h) any proceeding is pending or threatened by the Securities and Exchange Commission against the Authority; or
(i) any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation or interest rates) or the extension of credit by, or a charge to the net capital requirements of credit by, or a charge to net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States of America, or by Executive Order; or
(j) the New York Stock Exchange or other national securities exchange, or any governmental authority, imposes, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increases materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; or
(k) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; or (l) the commencement of any action, suit or proceeding described in Section 6(f)(i) or (ii) with respect to either the Authority or the City of Patterson which, in the judgment of the Underwriter, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (m) there shall have occurred or any notice shall have been given of any intended downgrade, suspension, withdrawal or negative change in credit watch status by any national credit agency of the Bonds; or
(n) [any rating of the Insurer shall have been downgraded, suspended or withdrawn or placed on negative outlook or negative watch by a national rating service, which, in the Underwriter’s reasonable opinion, materially adversely affects the marketability or market price of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds]; or (o) additional material restrictions not in force as of the date hereof, including minimum or maximum prices for trading having been fixed and in force, or maximum ranges for prices for securities having been required and in force shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which restrictions materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (p) an amendment to the federal or State constitution is enacted or action is taken by any federal or State court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the Authority, its property, income or securities (or interest thereon), the validity or enforceability of the Revenues or the ability of the Authority to issue the Bonds, as contemplated by the Bond Resolution, the Indenture, this Purchase Agreement and the Official Statement.
10.1.f
Packet Pg. 248 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of 12 Section 10. Expenses. The Underwriter shall be under no obligation to pay and the Authority shall pay or cause to be paid the expenses incident to the performance of the obligations of the Authority hereunder including but not limited to (a) the costs of the preparation and printing, or other reproduction (for distribution on or prior to the date hereof) of the Authority Documents and the cost of preparing, printing, issuing and delivering the definitive Bonds, (b) the fees and disbursements of any counsel, financial advisors, accountants or other experts or consultants retained by the Authority; (c) the fees and disbursements of Bond Counsel and Disclosure Counsel; and (d) the cost of printing of the Preliminary Official Statement and any supplements and amendments thereto and the cost of printing of the Official Statement, including the requisite number of copies thereof for distribution by the Underwriter.
The Underwriter shall pay and the Authority shall be under no obligation to pay all expenses incurred by it in connection with the public offering and distribution of the Bonds, including but not limited to (a) reporting fees chargeable by the California Debt and Investment Advisory Commission, (b) Underwriter Counsel’s fees and disbursements, and (c) CUSIP Service Bureau fees.
Meals in connection with or adjacent to meetings, rating agency presentations, pricing activities or other transaction-related activities shall be considered an expense of the transaction and included in the expense component of the Underwriter’s discount.
Section 11. Issue Price. (a) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. (b) Except as otherwise set forth in Exhibit A attached hereto, the Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Authority or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the
10.1.f
Packet Pg. 249 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of 13 Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-theoffering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or brokerdealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or
10.1.f
Packet Pg. 250 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of 14 the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The Authority acknowledges that, in making the representation set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party to an underwriter;
(ii) “underwriter” means: (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public; and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third party distribution agreement participating in the initial sale of the Bonds to the public); (iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to: (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another); (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another); or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (iv) “sale date” means the date of execution of this Purchase Agreement by all parties.
Section 12. Notice. Any notice or other communication to be given to the Authority under this Purchase Agreement may be given by delivering the same in writing to such entity at the
10.1.f
Packet Pg. 251 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of 15 address set forth above. Any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to: Hilltop Securities Inc., 2533 South Coast Highway 101, Suite 250, Cardiff by the Sea, California 92007; Attention: Mike Cavanaugh, Managing Director.
Section 13. Entire Agreement. This Purchase Agreement, when accepted by the Authority, shall constitute the entire agreement between the Authority and the Underwriter and is made solely for the benefit of the Authority and the Underwriter (including the successors or assigns of the Underwriter). No other person shall acquire or have any right hereunder by virtue hereof, except as provided herein. All the Authority’s representations, warranties and agreements in this Purchase Agreement shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriter.
Section 14. Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.
Section 15. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.
Section 16. Governing Law. The validity, interpretation and performance of this Purchase Agreement shall be governed by the laws of the State of California. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
10.1.f
Packet Pg. 252 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of S-1
Section 17. No Assignment. The rights and obligations created by this Purchase Agreement shall not be subject to assignment by the Underwriter or the Authority without the prior written consent of the other parties hereto.
HILLTOP SECURITIES INC.
By:
Authorized Officer
The foregoing is hereby agreed to and
accepted as of the date first above written:
PATTERSON PUBLIC FINANCING AUTHORITY
By:
Authorized Officer
Time of Execution: _____________ p.m. California time
[EXECUTION PAGE OF BOND PURCHASE AGREEMENT – PATTERSON PUBLIC
FINANCING AUTHORITY SPECIAL TAX REVENUE REFUNDING BONDS, SERIES 2023]
10.1.f
Packet Pg. 253 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of A-1
EXHIBIT A
$________
PATTERSON PUBLIC FINANCING AUTHORITY
SPECIAL TAX REVENUE REFUNDING BONDS
SERIES 2023
Maturity Date
(September 1)
Principal
Amount Interest Rate Yield Price
10% Test
Satisfied*
10% Test
Used
Hold the
Offering Price
Rule Used
(marked if
used)
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
20__(T)
(I) [Insured Bond.]
(T) Term Bond. (C) Priced to the optional redemption date of September 1, 20__ at [par]. * At the time of execution of this Purchase Agreement and assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement.
10.1.f
Packet Pg. 254 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of B-1
EXHIBIT B
$________
PATTERSON PUBLIC FINANCING AUTHORITY
SPECIAL TAX REVENUE REFUNDING BONDS
SERIES 2023
FORM OF ISSUE PRICE CERTIFICATE
The undersigned, Hilltop Securities Inc. (“Hilltop”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).
1. Sale of the Bonds.
(a) Hilltop offered each Maturity of the Bonds to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date.
A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated ________, 2023, between the Issuer and Hilltop, Hilltop agreed in writing that, (i) for each Maturity of the Bonds, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offeringprice rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-theoffering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.
2. Defined Terms.
(a) Holding Period means, for each Maturity of the Bonds, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which Hilltop has sold at least 10% of such Maturity of the Bonds to the Public at prices that are no higher than the Initial Offering Price for such Maturity. (b) Issuer means the Patterson Public Financing Authority. (c) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(d) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.
The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.
10.1.f
Packet Pg. 255 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of B-2
(e) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is _______, 2023. (f) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Hilltop’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.
The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificate as to Arbitrage and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall, A Professional Law Corporation in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
HILLTOP SECURITIES INC.
By:
Name:
Dated: [Closing Date]
10.1.f
Packet Pg. 256 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of B
-3
SCHEDULE A
SALE PRICES
[BOND PRICING TO BE ATTACHED]
10.1.f
Packet Pg. 257 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of B-4
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
10.1.f
Packet Pg. 258 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of C-1
EXHIBIT C
$________
PATTERSON PUBLIC FINANCING AUTHORITY
SPECIAL TAX REVENUE REFUNDING BONDS
SERIES 2023
CERTIFICATE OF COMMUNITY FACILITIES DISTRICT ADMINISTRATOR Goodwin Consulting Group, Inc., Sacramento, California, was retained as Community Facilities District Administrator and assisted in the preparation of the Official Statement dated _______, 2023 (the “Official Statement”) relating to the above-referenced bonds (the “Bonds”).
With respect to the West Patterson Financing Authority Community Facilities District No. 2001-1 (Public Improvements) (the “CFD”) and the related West Patterson Financing Authority Community Facilities District No. 2001-1 (Public Improvements) Special Tax Refunding Bonds, Series 2013-A-1 and Series 2013-A-2 and West Patterson Financing Authority Community Facilities District No. 2001-1 (Public Improvements) Special Tax Bonds, Series 2013-B (collectively, the “CFD Bonds”), we hereby certify as follows:
(i) the Special Tax in the CFD, if collected in the maximum amounts permitted pursuant to the rate and method of apportionment for the CFD, less the Administrative Expense Requirement, will generate at least 110% of the debt service on the CFD Bonds in the Bond Year that begins in such Fiscal Year.
(ii) Although the Special Tax, if collected in the maximum amounts pursuant to the rate and method of apportionment, will generate at least 110% of the debt service payable with respect to the CFD Bonds in the Bond Year that begins in such Fiscal Year, no representation is made herein as to actual amounts that will be collected in future years. (iii) All information with respect to the rate and method of apportionment for the CFD in the Official Statements true and correct as of the date of the Official Statement and as of the date hereof.
(iv) All information supplied by us for use in the Official Statement was true and correct as of the date of the Official Statement and remains true and correct as of the date hereof and such information does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Dated: [Closing Date]
GOODWIN CONSULTING GROUP, INC.
By:
10.1.f
Packet Pg. 259 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of Below is a table showing the cash flow savings and debt service coverage provided from the Local Obligations to the proposed 2023 Bonds:
Local Obligations Prior (3/1/23) Series 2023 Total Property Owner DS Date Revenue Debt Service Debt Service Debt Service Savings Coverage 3/1/2023
9/1/2023 5,309,449 1,638,756 3,662,698 5,301,454 7,995 1.002 9/1/2024 5,379,654 - 5,022,750 5,022,750 356,904 1.071
9/1/2025 5,451,505 - 5,090,000 5,090,000 361,505 1.071
9/1/2026 5,489,860 - 5,123,250 5,123,250 366,610 1.072
9/1/2027 5,495,740 - 5,128,750 5,128,750 366,990 1.072
9/1/2028 5,489,678 - 5,127,500 5,127,500 362,178 1.071
9/1/2029 5,486,509 - 5,124,500 5,124,500 362,009 1.071
9/1/2030 5,493,699 - 5,129,500 5,129,500 364,199 1.071
9/1/2031 5,515,360 - 5,146,750 5,146,750 368,610 1.072
9/1/2032 5,561,828 - 5,190,250 5,190,250 371,578 1.072
9/1/2033 5,310,323 - 4,958,250 4,958,250 352,073 1.071
9/1/2034 5,041,949 - 4,709,000 4,709,000 332,949 1.071
9/1/2035 5,393,485 - 5,033,500 5,033,500 359,985 1.072
9/1/2036 5,478,188 - 5,113,250 5,113,250 364,938 1.071
9/1/2037 5,598,260 - 5,224,250 5,224,250 374,010 1.072
9/1/2038 5,669,076 - 5,294,250 5,294,250 374,826 1.071
9/1/2039 5,839,593 - 5,449,500 5,449,500 390,093 1.072
Totals $93,004,156 $1,638,756 $85,527,948 $87,166,704 $5,837,452 Avg. Annual Savings (*) $364,341
Total Properties 2,339
Avg. Annual Property Owner Savings $156
Note
(*) Excludes Bond Year 2023 Already on the Tax Roll
10.1.g
Packet Pg. 260 Attachment: Additional Tables for the proposed 2023 Bonds (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) The table below shows the estimated sources and uses of funds for the 2023 Bonds:
Sources: New Money Refunding Total
Bond Proceeds:
4,585,000.00 54,310,000.00 58,895,000.00
517,638.35 5,693,372.30 6,211,010.65
5,102,638.35 60,003,372.30 65,106,010.65
Other Sources of Funds:
408,020.66 408,020.66
914,909.02 914,909.02
1,322,929.68 1,322,929.68
5,102,638.35 61,326,301.98 66,428,940.33
Uses: New Money Refunding Total
Project Fund Deposits:
5,000,000.00 5,000,000.00
Refunding Escrow Deposits:
0.88 0.88
60,137,496.00 60,137,496.00
60,137,496.88 60,137,496.88
Delivery Date Expenses:
31,140.16 368,859.84 400,000.00
22,925.00 271,550.00 294,475.00
33,291.93 394,347.81 427,639.74
12,727.37 150,757.63 163,485.00
100,084.46 1,185,515.28 1,285,599.74
Other Uses of Funds:
2,553.89 3,289.82 5,843.71
5,102,638.35 61,326,301.98 66,428,940.33
Prior DSR
Par Amount
Premium
Surety Bond (3%)
Prior Fund Balances
Project Fund
Cash Deposit
SLGS Purchases
Cost of Issuance
Underwriter's Discount
Bond Insurance (50bps)
Additional Proceeds
10.1.g
Packet Pg. 261 Attachment: Additional Tables for the proposed 2023 Bonds (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) Patterson Public Finance Authority
Special Tax Revenue Refunding Bonds, Series 2023
(Community Facilities District No. 2001-1)
(the “2023 Bonds”)
Plan of Finance and Savings Analysis
July 18, 2023
10.1.h
Packet Pg. 262 Attachment: Patterson PFA Revenue Bonds Refunding (7-18-23 Authority Meeting) (Authorizing the The “2013 Bonds”
Call Date /
Premium
Final
Maturity
Interest
Rate(s)
Remaining
Principal
Original
Principal
2013 Bonds
Series 2013A $67,190,000 $53,265,000 5.25-5.75% 2039 9/1/23 @ 100% Series 2013B $6,465,000 $5,235,000 5.875% 2039 9/1/23 @ 100% Totals $73,655,000 $58,500,000
Note: The Revenue Bonds, Senior Series 2013A and Subordinate Series 2013B were sold to purchase three (3) local obligations (the “Local Obligations”) listed below. The Local Obligations refunded all the prior notes and bonds issued for CFD No. 2001-1:
• Series 2013-A-1
• Series 2013-A-2
• Series 2013-B
The existing Local Obligations listed above will be purchased by the 2023 Bonds to provide cash flow to the 2023 Bonds
2 10.1.h
Packet Pg. 263 Attachment: Patterson PFA Revenue Bonds Refunding (7-18-23 Authority Meeting) (Authorizing the Refunding Plan (the “2023 Bonds”)
3 Purpose of the 2023 Bonds:
§ Refund two outstanding series of revenue bonds, Senior Series 2013A and Subordinate Series 2013B for economic savings (collectively the “2013 Bonds”)
§ Add $5 million of new money to be used for the Emergency Operations Center project
Refunding Structure:
§ The Authority issues the 2023 Bonds to payoff the prior 2013 Bonds
§ The 2023 Bonds purchase the existing Local Obligations as the underlying payment stream for the 2023 Bonds
§ The Local Obligations provide cash flow in excess of the debt service on the 2023 Bonds, even including the debt service on the additional new money and provides 1.07x debt service coverage to the 2023 Bonds
§ The cash flow can provide a credit on property owner tax bills in subsequent years
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Packet Pg. 264 Attachment: Patterson PFA Revenue Bonds Refunding (7-18-23 Authority Meeting) (Authorizing the Credit Factors
4 CFD 2001-1
§ CFD 2001-1 includes 2,339 parcels of which 2,296 are singlefamily residential properties, 42 are senior housing properties and 1 single-family residential parcel remains undeveloped.
This is a 100% developed project, save for the 1 single-family residential parcel.
§ The $806,292,194 assessed value of the properties is 11.4 times greater than the Local Obligations outstanding
2023 Bonds
§ The Local Obligations provide annual debt service coverage of
1.07x debt service on the 2023 Bonds
§ The 2023 Bonds received an “A” rating with a Stable Outlook from Standard & Poor’s Global Ratings
§ The Financing Team has applied for bond insurance and surety quotes from the two bond insurers potentially bringing the credit to an insured rating of “AA”
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Packet Pg. 265 Attachment: Patterson PFA Revenue Bonds Refunding (7-18-23 Authority Meeting) (Authorizing the Property Owner
Tax Bills
Local
Obligations
(CFD Bonds)
2023 Bonds
Proposed Financing Flow of Funds
5 Note: The refunding provides $364,341 of average annual cash flow which provides
1.07x debt service coverage to the 2023 Bonds or $156 per parcel per year.. The annual savings can be credited to the property owners on their tax bills in subsequent years
Provides 1.07x Debt Service
Coverage to the 2023 Bonds. (See
Note Below)
10.1.h
Packet Pg. 266 Attachment: Patterson PFA Revenue Bonds Refunding (7-18-23 Authority Meeting) (Authorizing the Cash Flow and Debt Service Coverage
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Packet Pg. 267 Attachment: Patterson PFA Revenue Bonds Refunding (7-18-23 Authority Meeting) (Authorizing the Refunding Results
7 NPV Savings
Percentage
(Refunded)
Net Present
Value Savings
Average
Annual
Savings (*)
Total
Taxpayer
Savings
2023 Bonds $5,837,452 $364,341 $3,709,336 6.30%
Generally net present value savings in excess of 3.00% are considered significant. The Government Finance Officers Association, in their best practices white paper titled “Analyzing and Issuing Refunding Bonds” from February 2011, reports that “one test often used by issuers to assess the appropriateness of a refunding is the requirement specifying the achievement of a minimum net present value (NPV) savings. A common threshold is that the savings (net of all issuance costs and any cash contribution to the refunding), as a percentage of the refunded bonds exceeds 3-5%.” The City’s Debt Policy uses 3% NPV savings as a guideline.
Note (*): Excludes First Year Cash Flow Savings Already on the Tax Roll and includes the debt service on the new money portion of the 2023 Bonds
Below is a table of the refunding results based on market conditions as of June 27, 2023:
10.1.h
Packet Pg. 268 Attachment: Patterson PFA Revenue Bonds Refunding (7-18-23 Authority Meeting) (Authorizing the Sources and Uses of Funds
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Packet Pg. 269 Attachment: Patterson PFA Revenue Bonds Refunding (7-18-23 Authority Meeting) (Authorizing the Estimated Costs of Issuance
9 Role Company Total
Bond Counsel Jones Hall $146,975.00
Disclosure Counsel Jones Hall $45,000.00
City Administration Fee City of Patterson $15,000.00
Municipal Advisor Del Rio Advisors, LLC $72,500.00
Municipal Advisor Expenses (NTE) Del Rio Advisors, LLC $750.00 Special Tax Consultant Goodwin Consulting Group $60,000.00 Overlapping Debt Statement Goodwin Consulting Group $650.00 Rating Fee S&P Global Ratings $42,000.00
Trustee Fee (Acceptance) U.S. Bank National Association $2,000.00 Trustee Fee (Annual Fee) U.S. Bank National Association $2,500.00 Trustee Legal Counsel Dorsey & Whitney $3,000.00
Fiscal Agent Fee U.S. Bank National Association $1,000.00 Escrow Agent U.S. Bank National Association $1,000.00
Escrow Verification Agent Robert Thomas CPA $1,750.00
Printing of Official Statement TBD $5,000.00
Contingency / Miscellaneous Misc. $875.00
Total Estimated Costs $400,000.00
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Packet Pg. 270 Attachment: Patterson PFA Revenue Bonds Refunding (7-18-23 Authority Meeting) (Authorizing the Financing Team
10 Administration: City Staff
Bond and Disclosure Counsel: Jones Hall
Municipal Advisor: Del Rio Advisors, LLC
Underwriter: Hilltop Securities, Inc.
Trustee / Fiscal Agent / Escrow: U.S. Bank Trust Company Special Tax Consultant: Goodwin Consulting Group
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Packet Pg. 271 Attachment: Patterson PFA Revenue Bonds Refunding (7-18-23 Authority Meeting) (Authorizing the Financing Schedule
11 Date Action
July 18 Board Approval of Financing and Related Documents th Due Diligence Call
Preliminary Official Statement Printed and Posted
Week of July 24th
Monday July 31 Pre-Pricing st
Tuesday August 1 Pricing st
Print and Post Final Official Statement
Final Documents Executed
Week of August 7th
Wednesday August 16 Closing and Transfer of Funds th
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Packet Pg. 272 Attachment: Patterson PFA Revenue Bonds Refunding (7-18-23 Authority Meeting) (Authorizing the Documents for Review
12 (1) Resolution
(2) Trust Indenture
(3) Amendment to Fiscal Agent Agreement
(4) Escrow Agreement
(5) Preliminary Official Statement (Includes
Continuing Disclosure Agreement)
(6) Bond Purchase Agreement
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Packet Pg. 273 Attachment: Patterson PFA Revenue Bonds Refunding (7-18-23 Authority Meeting) (Authorizing the 13 Questions and Discussion
10.1.h
Packet Pg. 274 Attachment: Patterson PFA Revenue Bonds Refunding (7-18-23 Authority Meeting) (Authorizing the City Council Agenda Report
TO: Mayor Clauzel and Members of the City Council
FROM: Ken Irwin, City Manager
BY: Aracely Alegre, City Clerk
MEETING DATE: July 18, 2023
ITEM NO: 11.A.1
SUBJECT: Appoint/Reapoint Three (3) Member to the Economic Strategic Commission Term 2023 - 2025 ( Mayor Clauzel, Councilmember Romero)
RECOMMENDATION
Motion to Appoint/Reapoint Three (3) Member to the Economic Strategic Commission Term 2023 - 2025 ( Mayor Clauzel, Councilmember Romero)
BACKGROUND
The following applications were received and hereto attached:
1. Ken Buehner
2. Larry Buehner
3. Michael Sidhu
4. Israel R. Ulibarri
5. Jeremia Ramirez
11.A.1
Packet Pg. 275
Economic Strategic Commission
Monday, July 10, 2023
Interview Panel
City Council Members: Mayor Michael Clauzel and Councilmember Jessica Romero
TIME CANDIDATE
2:00 – 2:20 p.m. Ken Buehner
5-minute break
2:25 – 2:45 p.m. Larry Buehner
5-minute break
2:50 – 3:10 p.m. Michael Sidhu - Tentative
5- minute break
3:15 – 3:35 p.m. Israel R. Ulibarri
5-minute break
3:40 – 4:00 p.m. Jeremiah Ramirez
Economic Strategic Commission has three (3) open seats for appointment or reappointment. All seats are two-year terms.
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Packet Pg. 276 Attachment: Economic Strategic Interview Schedule (Economic Strategic Commission Appointment)
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Packet Pg. 277 Attachment: Economic Strategic Interview Schedule (Economic Strategic Commission Appointment)
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Packet Pg. 278 Attachment: Economic Strategic Interview Schedule (Economic Strategic Commission Appointment)
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Packet Pg. 279 Attachment: Economic Strategic Interview Schedule (Economic Strategic Commission Appointment)
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Packet Pg. 280 Attachment: Economic Strategic Interview Schedule (Economic Strategic Commission Appointment)
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Packet Pg. 281 Attachment: Economic Strategic Interview Schedule (Economic Strategic Commission Appointment)
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Packet Pg. 282 Attachment: Economic Strategic Interview Schedule (Economic Strategic Commission Appointment)
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Packet Pg. 283 Attachment: Economic Strategic Interview Schedule (Economic Strategic Commission Appointment)
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Packet Pg. 284 Attachment: Economic Strategic Interview Schedule (Economic Strategic Commission Appointment)
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Packet Pg. 285 Attachment: Economic Strategic Interview Schedule (Economic Strategic Commission Appointment)
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Packet Pg. 286 Attachment: Economic Strategic Interview Schedule (Economic Strategic Commission Appointment)
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Packet Pg. 287 Attachment: Economic Strategic Interview Schedule (Economic Strategic Commission Appointment)
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Packet Pg. 288 Attachment: Economic Strategic Interview Schedule (Economic Strategic Commission Appointment)
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Packet Pg. 289 Attachment: Economic Strategic Interview Schedule (Economic Strategic Commission Appointment)
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Packet Pg. 290 Attachment: Economic Strategic Interview Schedule (Economic Strategic Commission Appointment)