PATTERSON PUBLIC FINANCING AUTHORITY
RESOLUTION NO. 2023-01
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PATTERSON PUBLIC
FINANCING AUTHORITY AUTHORIZING THE ISSUANCE AND SALE OF
REFUNDING SPECIAL TAX REVENUE BONDS
WHEREAS, the Governing Board of the West Patterson Financing Authority (the “WPFA”) has heretofore undertaken proceedings and declared the necessity to issue bonds captioned “Special Tax Refunding Bonds, Series 2013-A-1 and Series 2013-A-2,” and “Special Tax Bonds, Series 2013-B” (collectively, the “Special Tax Bonds”) (the “WPFA Special Tax Bonds”) on behalf of its Community Facilities District No. 2001-1 (Public Improvements) (the “District”) under the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter
2.5, Part 1, Division 2, Title 5 of the California Government Code; and WHEREAS, in order to purchase the WPFA Special Tax Bonds, on August 14, 2013, the Authority issued its revenue bonds captioned $67,190,000 “Patterson Public Financing Authority 2013 Revenue Bonds, Senior Series 2013A (Community Facilities District No. 2001-1)” and $6,465,000 “Patterson Public Financing Authority Revenue Bonds Subordinate Series 2013B (Community Facilities District No. 2001-1) (the “Prior Bonds”); and WHEREAS, the Prior Bonds are secured by the WPFA Special Tax Bonds, which are presently owned by the Patterson Public Financing Authority (the “Authority”); and WHEREAS, the Prior Bonds are subject to optional redemption on any date on or after September 1, 2023, at a redemption price equal to the principal amount of the Prior Bonds to be redeemed, together with accrued interest to the date of redemption, without premium.
WHEREAS, in order to refund and defease the Prior Bonds and thereby provide interest cost savings, and to provide funding for additional municipal capital improvements within the City of Patterson, the Authority has determined to issue its bonds captioned “Patterson Public Financing Authority Public Financing Authority 2023 Refunding Special Tax Revenue Bonds” (the “Bonds”), under the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code, and an Indenture of Trust (the “Indenture”) to be entered into between the Authority and U.S. Bank Trust Company, National Association, as trustee; and
WHEREAS, the Authority will deposit a portion of the net proceeds of the sale of the Bonds into an escrow fund established under an Escrow Deposit and Trust Agreement (the “Escrow Agreement”) to be entered into between the Authority and U.S. Bank Trust Company, National Association, as escrow agent, in order to defease and redeem the Prior Bonds; and WHEREAS, the Authority proposes to sell the Bonds to Hilltop Securities Inc., as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement by and between the Authority and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means of a Preliminary Official Statement, and the Board, with the aid of Authority staff, has reviewed the Bond Purchase Agreement and the Preliminary Official Statement and found them to be in proper order, and now desires to approve said documents; and
WHEREAS, in accordance with Government Code Section 5852.1, the Authority has obtained and disclosed the information set forth in Exhibit B hereto; NOW, THEREFORE, be it resolved by the Board of Directors of the Patterson Public Financing Authority as follows:
SECTION 1. Recitals. Each of the above recitals is true and correct and is adopted by the Board of Directors of the Authority.
SECTION 2. Issuance of Bonds; Indenture of Trust. The Board of Directors hereby authorizes the issuance of the Bonds in a principal amount not to exceed $65,000,000. The Bonds shall be issued under the Indenture, which is hereby approved in the form on file with the Secretary of the Authority and presented at this meeting. Each of the Executive Director, Treasurer and the Secretary of the Authority (each an “Authorized Officer”) are authorized to execute the Indenture in the form hereby approved, with such additions thereto and changes therein as any Authorized Officer deems necessary upon consultation with Bond Counsel, which may include provisions for bond insurance and/or a reserve fund surety, approval of all of which shall be conclusively evidenced by the execution and delivery of the Indenture by an Authorized Officer. In connection therewith, each Authorized Officer is authorized to execute an Amendment to Fiscal Agent Agreement in the form hereby approved, with such additions thereto and changes therein as any Authorized Officer deems necessary upon consultation with Bond Counsel, which may include provisions for bond insurance and/or a reserve fund surety, approval of all of which shall be conclusively evidenced by the execution and delivery of the Indenture by an Authorized Officer.
SECTION 3. Execution of Bonds. The Bonds shall be executed on behalf of the Authority by the manual or facsimile signature of the Chair of the Board of Directors, Executive Director of the Authority, Treasurer of the Authority or a designee appointed by the Executive Director, and may be attested with the manual or facsimile signature of the Secretary.
SECTION 4. Covenants. The covenants set forth in the Indenture to be executed in accordance with Section 2 above are hereby approved, shall be deemed to be covenants of the Authority, and shall be complied with by the Authority and its officers. The Indenture shall constitute a contract between the Authority and the owners of the Bonds.
SECTION 5. Approval of Official Statement and Continuing Disclosure Undertaking.
The Board hereby approves the Preliminary Official Statement with respect to the Bonds, in substantially the form on file with the Secretary. Distribution of the Preliminary Official Statement by the Authority and the Underwriter is hereby approved, and, prior to the distribution of the Preliminary Official Statement, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed, on behalf of the Authority, to deem the Preliminary Official Statement “final” pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Officer executing the same, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed to execute and deliver the final Official Statement for and on behalf of the
Authority, to deliver to the Underwriter a certificate with respect to the information set forth therein and to deliver to the Underwriter the Continuing Disclosure Undertaking in substantially the form on file with the Authority Secretary, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.
SECTION 6. Approval of Bond Purchase Agreement. The Board hereby approves the Bond Purchase Agreement in substantially the form on file with the Authority Secretary; provided, that the aggregate principal amount of Bonds shall not exceed $65,000,000 or result in an Underwriter’s discount in excess of 0.50% of the par amount of the Bonds, or a true interest cost in excess of 5.00%. Subject to the foregoing parameters, an Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement in substantially the form on file with the Authority Secretary, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same. The Board hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Bond Purchase Agreement will result in a lower overall cost.
SECTION 7. Escrow Agreement. The form of the Escrow Agreement presented at this meeting is hereby approved and any Authorized Officer is hereby authorized to execute the Escrow Agreement, with such additions thereto and changes therein as any Authorized Officer deems necessary and advisable, upon consultation with Bond Counsel, approval of which shall be conclusively evidenced by the execution and delivery of the Indenture by an Authorized Officer.
SECTION 8. Appointment of Professionals. The appointment of the following professionals is hereby confirmed: Jones Hall, A Professional Law Corporation as bond counsel; Del Rio Advisors, as municipal advisor; Hilltop Securities, Inc., as underwriter; and U.S.
Bank Trust Company, National Association, as trustee.
SECTION 9. Other Actions. The Chair of the Board of Directors, Executive Director of the Authority, Treasurer of the Authority and the other officers and staff of the Authority or the City of Patterson responsible for the fiscal affairs of the Authority are hereby authorized and directed to take any actions and execute and deliver any and all documents, as are necessary to accomplish the issuance, sale and delivery of the Bonds in accordance with the provisions of this Resolution and the fulfillment of the purposes of the Bonds as described in the Indenture, including without limitation consenting to amendments of the fiscal agent agreement relating to the WPFA Bonds, and any documents necessary in connection with the refunding and defeasance of the Prior Bonds. Any actions previously taken by an Authorized Officer in connection with the issuance of the Bonds is hereby ratified and confirmed. If the Chair is unavailable to sign any document authorized for execution herein, any other member of the Board of Directors or the Secretary, or his designee, may sign such document. Any document authorized herein to be signed by the Secretary of the Authority may be signed by a duly appointed deputy secretary.
SECTION 10. Effective Date. This resolution shall take effect from and after the date of its passage and adoption.
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The foregoing Resolution was adopted by the Board of Directors of the Patterson Public Financing Authority on the 18th day of July, 2023, by the following roll call vote:
AYES:
NOES:
EXCUSED:
APPROVED:
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Michael Clauzel, Chair
ATTEST:
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Aracely Alegre, Secretary
I hereby certify that the foregoing is a full, correct and true copy of a Corporation of the County of a resolution passed by the Patterson Public Financing Authority Board of Directors, a joint exercise of powers authority located within the County of Stanislaus, State of California, at a meeting held on the 18th day of July 2023, and I further certify that said resolution is in full force and effect and has never been rescinded or modified DATED:
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Secretary of the Patterson Public Financing
Authority Board of Directors of the City of Patterson