Any release under this Section 10.01(b) shall be without prejudice to the right of the Trustee to be paid reasonable compensation for all services rendered by it under this Indenture and all its reasonable expenses, charges and other disbursements and those of its attorneys, agents and employees, incurred on and about the administration of trusts by this Indenture created and the performance of its powers and duties under this Indenture; provided however, that the Trustee shall have no right, title or interest in, or lien on, any moneys or securities deposited pursuant to this Article X.
(c) After the payment or deemed payment of all the interest and principal of all Outstanding Bonds as provided in this Section, the Trustee shall execute and deliver to the Authority and the City all such instruments as may be necessary or desirable to evidence the discharge and satisfaction of the Indenture, and the Trustee shall pay over or deliver to the City all moneys or securities held by it pursuant hereto which are not required for the payment of the principal of, premium, if any, and interest on, such Bonds. Notwithstanding the discharge and satisfaction of this Indenture, Owners of Bonds shall thereafter be entitled to payments due under the Bonds pursuant to the Lease Agreement, but only from amounts deposited pursuant to Section 10.01(a) hereof and from no other source.
Section 10.02 Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of the principal of, premium, if any, and interest on, any of the Bonds which remain unclaimed for two years after the date when the payments on such Bonds have become payable, if such moneys were held by the Trustee at such date, or for two years after the date of deposit of such moneys if deposited with the Trustee after the date when the principal of, premium, if any, and interest on, such Bonds have become payable, shall be repaid by the Trustee to the City as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the City for the payment of the principal of, premium, if any, and interest on, such Bonds; provided, however, that before being required to make any such payment to the City, the Trustee shall mail a notice to the Owner that such unclaimed funds shall be returned to the City within 30 days.
40 4840-4744-1622.2
ARTICLE XI.
[RESERVED]
ARTICLE XII.
MISCELLANEOUS
Section 12.01 Benefits of Indenture Limited to Parties. Nothing contained herein, expressed or implied, is intended or shall be construed to confer upon, or to give or grant to, any person or entity other than the City, the Authority, the Trustee and the Owners, any right, remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Indenture contained by and on behalf of the City or the Authority shall be for the sole and exclusive benefit of the City, the Authority, the Trustee and the Owners.
Section 12.02 Successor Deemed Included in all References to Predecessor. Whenever any of the City, the Authority, or the Trustee or any officer thereof is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the City, the Authority, or the Trustee or such officer, and all agreements, conditions, covenants and terms required hereby to be observed or performed by or on behalf of the City, the Authority, or the Trustee or any officer thereof shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.
Section 12.03 Execution of Documents by Owners. Any declaration, request or other instrument which is permitted or required herein to be executed by Owners may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner or his attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer, or by such other proof as the Trustee may accept which it may deem sufficient.
The ownership of any Bond and the amount, payment date, number and date of owning the same may be proved by the books required to be kept by the Trustee pursuant to the provisions of Section 2.08 hereof.
Any declaration, consent, request or other instrument in writing of the Owner of any Bond shall bind all future Owners of such Bond with respect to anything done or suffered to be done by the City, the Authority or the Trustee in good faith and in accordance therewith.
Section 12.04 Waiver of Personal Liability. Notwithstanding anything contained herein to the contrary, no member, officer, employee or agent of the City, the Authority or the Trustee shall be individually or personally liable for the payment of any moneys, including without 41 4840-4744-1622.2
limitation, the principal of, premium, if any, and interest on, the Bonds, but nothing contained herein shall relieve any member, officer, employee or agent of the City from the performance of any official duty provided by any applicable provisions of law or by the Lease Agreement, the Site Lease or this Indenture.
Section 12.05 Acquisition of Bonds by City. All Bonds acquired by the City, whether by purchase or gift or otherwise, shall be surrendered to the Trustee for cancellation.
Section 12.06 Content of Certificates. Every Certificate of the City or Authority with respect to compliance with any agreement, condition, covenant or term contained herein shall include (a) a statement that the person or persons making or giving such certificate have read such agreement, condition, covenant or term and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements contained in such certificate are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such agreement, condition, covenant or term has been complied with; and (d) a statement as to whether, in the opinion of the signers, such agreement, condition, covenant or term has been complied with.
Any Certificate of the City or the Authority may be based, insofar as it relates to legal matters, upon an Opinion of Counsel unless the person making or giving such certificate knows that the Opinion of Counsel with respect to the matters upon which his certificate may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous. Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon information with respect to which is in the possession of the City upon a representation by an officer or officers of the City, unless the counsel executing such Opinion of Counsel knows that the representation with respect to the matters upon which his opinion may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous.
Section 12.07 Reserved.
Section 12.08 Funds. Any fund required to be established and maintained herein by the City or the Trustee may be established and maintained in the accounting records of the City or the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to all such funds shall at all times be maintained in accordance with sound accounting practice and with due regard for the protection of the security of the Bonds and the rights of the Owners. The Trustee may establish such funds and accounts as it deems necessary to perform its obligations hereunder.
The City and the Trustee may commingle any of the moneys held by it hereunder for investment purposes only; provided, however, that the City and the Trustee shall account separately for the moneys in each fund or account established pursuant to this Indenture.
Section 12.09 Investments. Any moneys held by the City in the funds and accounts established hereunder shall be invested only in Permitted Investments. Any moneys held by the Trustee in the funds and accounts established hereunder shall be invested by the Trustee upon the 42 4840-4744-1622.2
written direction of the City only in Permitted Investments. In the absence of such direction, moneys shall be invested by the Trustee solely in Permitted Investments set forth in clause (6) of the definition thereof. The Trustee shall not be liable or responsible for any loss suffered in connection with any such investment made by it under the terms of and in accordance with this Section. The Trustee may sell or present for redemption any obligations so purchased whenever it shall be necessary in order to provide moneys to meet any payment of the funds so invested, and the Trustee shall not be liable or responsible for any losses resulting from any such investment sold or presented for redemption. Any interest or profits on such investments in any funds and accounts established hereunder shall be deposited in the Revenue Fund. For purposes of determining the amount on deposit in any fund or account hereunder, all investments shall be valued annually at the amortized cost thereof (exclusive of accrued but unpaid interest, but inclusive of commissions). Any Permitted Investments that are registrable securities shall be registered in the name of the Trustee, as trustee hereunder.
The City and the Authority acknowledge that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City or the Authority the right to receive brokerage confirmations of security transactions as they occur, the City and the Authority specifically waive receipt of such confirmations to the extent permitted by law.
Section 12.10 Partial Invalidity. If any one or more of the agreements, conditions, covenants or terms required herein to be observed or performed by or on the part of the City, the Authority or the Trustee shall be contrary to law, then such agreement or agreements, such condition or conditions, such covenant or covenants or such term or terms shall be null and void to the extent contrary to law and shall be deemed separable from the remaining agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Bonds, and the Owners shall retain all the benefit, protection and security afforded to them under any applicable provisions of law. The City, the Authority and the Trustee hereby declare that they would have executed this Indenture, and each and every other Article, Section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Bonds pursuant hereto irrespective of the fact that any one or more Articles, Sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.
Section 12.11 California Law. This Indenture shall be construed and governed in accordance with the laws of the State of California.
Section 12.12 Notices. (a) All written notices to be given hereunder shall be given by first-class mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:
If to the City:
City of Placentia
401 E. Chapman Avenue
Placentia, California 92870
Attention: City Administrator
If to the Authority: Placentia Public Financing Authority 401 E. Chapman Avenue
43 4840-4744-1622.2
Placentia, California 92870
Attention: Executive Director
If to the Trustee:
U.S. Bank Trust Company,
National Association
633 West 5th Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier, upon the sender's receipt of an appropriate answer back or other written acknowledgement or confirmation of receipt of the entire notice, approval, demand, report or other communication, (c) if given by first class or registered or certified mail, return receipt requested, deposited the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section 12.12.
The City shall cause to be given to S&P notice of any substitution of the Trustee, any material change in the Indenture or the Lease Agreement, or redemption or defeasance of all of the Outstanding Bonds.
Section 12.13 Effective Date. This Indenture shall become effective upon its execution and delivery.
Section 12.14 Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.
[Signature page follows.]
44 4840-4744-1622.2
IN WITNESS WHEREOF, the parties hereto have executed this Indenture by their officers thereunto duly authorized as of the day and year first written above.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
CITY OF PLACENTIA
By:
City Administrator
PLACENTIA PUBLIC FINANCING AUTHORITY
By:
Executive Director
S-1
4840-4744-1622.2
EXHIBIT A
DESCRIPTION OF LEASED PROPERTY
All that certain real property, situated in the City of Placentia, State of California, described on the attached pages.
A-1
4840-4744-1622.2
EXHIBIT B-1
FORM OF BOND
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
No. R-
$
PLACENTIA PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS (PUBLIC SAFETY CENTER PROJECT) SERIES 2023A Interest Rate Maturity Date
1, 20
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM:
Dated
, 2023
CUSIP
The PLACENTIA PUBLIC FINANCING AUTHORITY, a joint powers authority, duly created and lawfully existing under the Constitution and laws of the State of California (the "Authority"), for value received, hereby promises to pay (but only out of the Revenues, as hereinafter defined) to the registered owner specified above or registered assigns on the maturity date specified above (subject to any right of prior redemption provided for) the principal sum specified above, together with interest thereon from the Interest Payment Date (as defined below) to which interest has been paid or duly provided for next preceding its date of execution, unless such date of authentication shall be (i) prior to the close of business on May 15, 2023, in which case such Bond shall bear interest from its date of delivery, (ii) subsequent to a Record Date but before the related Interest Payment Date, in which case such Bond shall bear interest from such Interest Payment Date, or (iii) an Interest Payment Date to which interest has been paid in full or duly provided for, in which case such Bond shall bear interest from such date of authentication; provided, however, that if, as shown by the records of the Trustee, interest shall be in default, each Bond shall bear interest from the last Interest Payment Date to which such interest has been paid in full or duly provided for. The term "Interest Payment Date" means 1 and 1 or each year, commencing 1, 2023. The term "Record Date" means the close of business on the 15th day of the month preceding any Interest Payment Date, whether or not such day is a Business Day.
B-1-1
4840-4744-1622.2
The principal of this Bond shall be payable in lawful money of the United States of America at the corporate trust office of St. Paul, Minnesota, as trustee (the "Trustee") upon presentation and surrender of this Bond.
Payment of interest on this Bond due on or before the maturity or prior redemption, thereof shall be made to the person in whose name such Bond is registered, as of the Record Date preceding the applicable interest payment date, on the registration books kept by the Trustee at its corporate trust office, such interest to be paid by check mailed by first class mail on such interest payment date to the registered owner at his address as it appears on such books. Interest on this Bond shall be payable in lawful money of the United States of America and shall be calculated on the basis of a 360 day year consisting of twelve 30 day months. This Bond shall not be entitled to any benefit, protection or security under the Indenture, as hereinafter defined, or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been signed by the Trustee.
The Owner of $1,000,000 or more in aggregate principal amount of the Bonds may request in writing that the Trustee pay the interest on such Bonds by wire transfer to an account in the United States of America and the Trustee shall comply with such request for all Interest Payment Dates following the 15th day after receipt of such request.
This Bond is one of a duly authorized issue of bonds of the Authority designated as its "Placentia Public Financing Authority Lease Revenue Bonds (Public Safety Center Project) Series 2023A" (the "Bonds"), in the aggregate principal amount $ all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities and interest rates), and is issued under and pursuant to the provisions of an Indenture, dated as of August 1, 2023 (the "Indenture"), among the Trustee, the City of Placentia (the "City") and the Authority (copies of which are on file at the corporate trust office of the Trustee). Unless the context otherwise requires, capitalized terms not defined herein shall have the meanings ascribed to them in the Indenture.
The Bonds are limited obligations of the Authority and are payable, as to interest thereon and principal thereof, solely from the revenues derived from Base Rental Payments paid by the City pursuant to a Lease Agreement, dated as of August 1, 2023 (the "Lease Agreement"), between the Authority, as lessor, and the City, as lessee, for the use and possession of the Leased Property as long as the City has such use and possession of the Leased Property, as well as from all other benefits, charges, income, proceeds, profits, receipts, rents and revenues derived by the Authority, as assignee of the City's rights under the Lease Agreement, from operation or use of the Leased Property (the "Revenues"). All the Bonds are equally and ratably secured by the Revenues and enjoy the benefits of a security interest in the money held in the funds established pursuant to the Indenture, subject to the provisions of the Indenture permitting the disbursement thereof for or to the purposes and on the conditions and terms set forth therein.
The obligation of the City to pay Base Rental Payments does not constitute an indebtedness of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. The obligation of the City to pay Base Rental Payments does not constitute an indebtedness of the City, the State of California, or any of its political subdivisions within the meaning of any constitutional or statutory debt B-1-2
4840-4744-1622.2
limitation or restriction. The obligation of the City to make the Base Rental Payments is subject to abatement during any period in which, by reason of material damage, destruction or title defect, there is substantial interference with the use and occupancy of the Leased Property or portions thereof or if the Leased Property or portions thereof are taken under the power of eminent domain, all as more particularly provided in the Lease Agreement to which reference is hereby made.
To the extent and in the manner permitted by the terms of the Indenture, the provisions of the Indenture may be amended or supplemented by the parties thereto, in some instances without the consent of the registered owners of Bonds. No such amendment or supplement shall (1) extend the Principal Payment Date of any Bond or reduce the rate of interest represented thereby or extend the time of payment of such interest or reduce the amount of principal represented thereby without the prior written consent of the registered owner of each Bond so affected, or (2) reduce the percentage of registered owners whose consent is required for the execution of any amendment hereof or supplement hereto without the prior written consent of the registered owners of all Bonds then Outstanding, or (3) modify any of the rights or obligations of the Trustee without its prior written consent thereto, or (4) amend the amendment provisions of the Indenture without the prior written consent of the registered owners of all Bonds then Outstanding.
The Bonds are authorized to be executed and delivered in the form of fully registered Bonds without coupons, in denominations of five thousand dollars ($5,000) or any integral multiple thereof (each, an "Authorized Denomination").
This Bond is transferable by the Owner hereof, in person or by his attorney duly authorized in writing, at the office of the Trustee in Saint Paul, Minnesota, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture; and upon surrender of this Bond for cancellation, accompanied by delivery of a duly executed written instrument of transfer, a new Bond or Bonds of Authorized Denominations of the same Principal Payment Date equal to the principal amount hereof will be executed and delivered by the Trustee to the Owner thereof in exchange or transfer herefor. The Trustee shall not be required to transfer or exchange any Bond during any period in which it is selecting Bonds for redemption, nor shall the Trustee be required to transfer or exchange any Bond or portion thereof selected for redemption from and after the date of mailing the notice of redemption. The Trustee may treat the Owner hereof as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue, and the Trustee shall not be affected by any knowledge or notice to the contrary; and payment of the principal of, premium, if any, and interest on this Bond shall be made only to such Owner as above provided, which payments shall be valid and effectual to satisfy and discharge the liability on this Bond to the extent of the sum or sums so paid.
The Bonds are subject to redemption prior to maturity as described in the Indenture.
As provided in the Indenture, notice of redemption hereof or of any part hereof shall be mailed, first class postage prepaid, not less than 30 nor more than 60 days before the redemption date, to the Owner of this Bond at his or her address as it appears in the registration books maintained by the Trustee and as specified in the Indenture, but neither failure to receive any such notice nor any defect contained therein shall affect the validity of the proceedings for the redemption of this Bond. If this Bond is called for redemption and payment is duly provided B-1-3
4840-4744-1622.2
therefor as specified in the Indenture, the interest represented hereby shall cease to accrue from and after the designated redemption date.
The Trustee has no obligation or liability to the registered owners of the Bonds for the payment of the interest or principal or redemption premiums, if any, on the Bonds; but rather the Trustee's sole obligation is to administer, for the benefit of the City, the Authority and the registered owners of the Bonds, the various funds established under the Indenture. The Authority has no obligation or liability whatsoever to the registered owners of the Bonds.
The Indenture provides that the occurrences of certain events constitute Events of Default. Subject to certain limitations and to the rights of the Trustee or the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding shall be entitled to take whatever action at law or in equity may appear necessary or desirable to enforce its rights as assignee.
IN WITNESS WHEREOF, the Placentia Public Financing Authority has caused this Bond to be executed manually by its Chair and by its Secretary all as of , 2023.
PLACENTIA PUBLIC FINANCING
AUTHORITY
Secretary Chair
B-1-4
4840-4744-1622.2
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This is one of the Bonds described in the within mentioned Indenture which has been authenticated and registered.
Dated:
, 2023 U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
B-1-5
4840-4744-1622.2
FORM OF ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto the within Bond and do(es) hereby irrevocably constitute and appoint attorney to transfer such Bond on the register of the Trustee, with full power of substitution in the premises.
Dated:
SIGNATURE GUARANTEED BY:
Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever, and the signature(s) must be guaranteed by an eligible guarantor institution.
Social Security Number, Taxpayer Identification Number or other identifying number of Assignee:
B-1-6
4840-4744-1622.2
EXHIBIT C
FORM OF REQUISITION FOR FUNDS FROM THE [CONSTRUCTION
FUND] [COSTS OF ISSUANCE FUND]
The City of Placentia, a charter city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the "City"), hereby states and certifies:
(a) that the undersigned is the duly appointed, qualified and acting of the City, and as such, is authorized and qualified to certify the same; (b) that, pursuant the Indenture, dated as of August 1, 2023 (the "Indenture"), by and among U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), the City and the Placentia Public Financing Authority, the Trustee is hereby requested to disburse from the [Construction Fund] [Costs of Issuance Fund] established pursuant to Section [3.03] [3.04] of the Indenture, to the payees set forth on Exhibit A attached hereto and by this reference incorporated herein, the amount set forth on Exhibit A opposite each such payee, for payment of such costs incurred for the purposes identified on said Exhibit A; (c) that each obligation has been property incurred and is a proper charge against the [Construction Fund] [Costs of Issuance Fund] and has not been the basis of any previous disbursement; and
(d) that a statement or invoice for each amount requested hereunder is attached hereto.
IN WITNESS WHEREOF, the undersigned has executed this requisition as of the date set forth below.
Dated:
CITY OF PLACENTIA
By:
Authorized City Officer
C-1
4840-4744-1622.2
EXHIBIT A
Pam
A-1
Purpose Amount
4840-4744-1622.2
PLACENTIA
CITY OF PLACENTIA
PLACENTIA PUBLIC FINANCING AUTHORITY
Rich Heritage, Bright Future
Considering the Issuance of
Lease Revenue Bonds
Presentation to City Council and Board of Directors
July 25, 2023
1601 N. Sepulveda Blvd., #382
Manhattan Beach, CA 90266
TEL: 424-297-1073 l URL: www.KosmontFinancial.com
INTRODUCTION
■ The City of Placentia (City) has been working towards procuring a new Public Safety Facility for several years now
■ At the last City Council meeting on July 11, the City Council chose the financing structure that it wishes to employ:
■ Approximately $21.62 million projects costs
■ Approximately $11.13 million "down payment" from various City resources, including reserves
■ The balance of the cost of the Project will be financed with Lease Revenue Bonds (LRBs) ■ Before the City Council and the Board of Directors of the Placentia Public Financing Authority (Authority) tonight is the package of resolutions and legal documents that will authorize the issuance of LRBs
FINANCING TEAM
PLACENTIA
AirL licritagc. Bright Pw urc
ADMINISTRATION
CITY OF PLACENTIA
• Damien R. Arrula, GtyAdministrator
• Luis Estevez, Deputy GtyAdministrator
■ Jennifer Lampman, Director of Finance
MUNICIPAL ADVISOR • Larry J. Kosmont, President
A KOSMONT FINANCIAL SERVICES • Dan Massiello, Sr. Managing Director kosmon
financial scry ccs
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NIXON BOND & DISCLOSURE COUNSEL
//,7' PEABODY NIXON PEABODY
RAMIREZ
kosmon
UNDERWRITER
SAMUEL A. RAMIREZ & CO.
• Danny Kim, Esq., Partner
■ Travis Gibbs, Esq., Partner
• David Song, Esq., Associate
• Raul Amezcua, Sr. Managing Director
• Michael Mejia, Managing Director
• Esthela Carreon, Vice President
BOND RATING
• The City's Credit Rating is now AA!
• Thanks to the efforts of the City's
administration, the City's Standard 8(
Poor's credit rating has been upgraded,
again!
• Four upgrades in four years
■ Eight "Notches"
a Three "Categories"
General
Fund Lease Issuer
Obligation Credit
Date Rating Rating
Nov 2003 A- A
Dec 2006 BBB BBB+
Dec 2007 BBB- BBB
Jan 2010 BB+ BBB -
Feb 2015 BB BB+
Nov 2019 BBB BBB+
Oct 2020 BBB+ A -
Jun 2022 A+ AA -
July 2023 AA- AA
AAA
AA+
AA
AA-
A+
A
A•
BBB+
BBB
General Fund Lease Obligation Rating
BBB- �r LLesiQl@o
t Grade
BB+
BB
BB -
2002 2004 2006 2038 2010 2012 2014 2016 2018 2020 2022 2024 • This issue of LRBs will be rated AA-, which is one notch lower than the City's Issuer Credit Rating per S&P Ratings Criteria for lease transactions (e.g., abatement, appropriation risks) • This excellent credit rating opens up more options for the City for structuring the LRBs kosmon
linrncinl .. n c�.,
IMPLICATIONS OF HIGHER CREDIT RATING
■ With the LRBs rated in the "AA" category, investors require less security features Less security features equate to less financing costs
■ No need for a Debt Service Reserve Fund
▪ Typically 1 -year's worth of debt service payments borrowed in addition to project funds and held by the trustee for life of the LRBs
■ Likely no need for bond insurance
■ Purchasing a bond insurance policy buys a bond rating of: AA ■ Bond insurance providers my require additional property for the lease during construction; without bond insurance, able to encumber less City properties ■ Purely optional and economic decision — premium bids now expected to be very low ■ If inexpensive bond insurance garners even lower interest rates (more than the cost of the premiums), Finance Team may recommend to purchase
kosmon
LEGAL STRUCTURE
■ The Placentia Public Financing Authority ("Authority") will sell Lease Revenue Bonds ("LRBs") to the public capital markets secured by rent payments to be made by the City to the Authority
■ Security = City's (General Fund) promise to make Lease Payments to Authority ■ City will enter agreements with the Authority to lease and lease -back certain City real property assets, creating a revenue stream enabling the issuance LRBs a Site Lease — City transfers control of property to Authority in consideration of Bond Proceeds a Lease Agreement — City leases property back from Authority and pays rent in amount equal to debt service
■ Leased Property will be the new Public Safety Facility but will also temporarily consist of other City properties until construction is completed as described herein kosmon
LEGAL STRUCTURE ILLUSTRATED
Bond Proceeds ($)
Debt Service ($)
kosmon
Authority
Bond Proceeds ($)
a _
Site Lease
Lease Agreement
Lease Payments ($)
CITY PROPERTY TO BE LEASED/LEASED BACK
■ The new Police Evidence Facility itself will be the
primary property to be leased
■ Total Project costs of $21,616,963 are more than
adequate to justify rental payments
▪ During construction, City may not make rent
payments (abatement), so other properties are also
being leased, temporarily, to avoid borrowing
"capitalized interest" during construction period
■ Entirety of Corporate Yard is primary property
■ Bond insurers may require additional leased properties during construction Property
Estimated Value
Public Safety Facility
Corporate Yard
Civic Center
$21,616,963
$13,100,000
$14,240,000
as collateral
■ Economics to be evaluated by Finance Team; included in authorization for maximum flexibility •
kosmon
APPROVAL PROCESS
■ City to hold Public Hearing first
■ Approve Resolutions of the City Council and Authority Board which authorize and/or approve:
■ The issuance of the Bonds, empowering Staff to take certain actions to complete transaction ■ "Not -to -exceed" values:
■ True Interest Cost: 5.50%
■ Issuance (Par) amount: $10 million
■ Underwriters discount: $10.00 per $1,000 (1.0%) of Par ■ Preliminary Official Statement (disclosure document for investors to use in consideration of buying the Bonds) ■ Site Lease (City leasing properties to Authority)
■ Lease Agreement (City leasing properties back from Authority) ■ Indenture of Trust (agreement between Authority/Trustee on behalf of investors; establishes terms of the Bonds) ■ Assignment Agreement (Authority assigns lease payments from City to Trustee) ■ Bond Purchase Agreement (agreement between Underwriters, Authority and City for purchase of the Bonds) ■ Continuing Disclosure Agreement (agreement by City to provide ongoing disclosure per SEC regulations) husrnottt
ANTICIPATED SCHEDULE OF ACTIVITIES IF APPROVED
DATE
July 25 (tonight)
July 26
July 26 — August 1
August 2
Week of August 6
Week of August 21
ACTIVITY
City and Authority Boards of Directors meet to consider authorizing Bonds Finalize and Print/Post Preliminary Official Statement
Market Bonds to investors
Price Bonds (set interest rates)
Finalize all transaction documents
Close Bonds
koSmOn
THANK YOU - ANY QUESTIONS?
CITY OF PLACENTIA
PLACENTIA PUBLIC FINANCING AUTHORITY
PLACENTIA
Rich Heritage, Bright Future
Considering the Issuance of
Lease Revenue Bonds
Presentation to City Council and Board of Directors
July 25, 2023
1601 N. Sepulveda Blvd., #382
Manhattan Beach, CA 90266
TEL: 424-297-1073 I URL: www.KosmontFinancial.com
Kosrnont Transactions Services, Inc. clang business as Kosmont Financial Services (KFS) is an Independent Registered Municipal Advisor with the SEC and the MSRB. KFS dais not provide accounting, tax or legal advice. Information included in this prrsentation is provided fa- discussion purposes only Such in(amatian reflects KFS's views as of the date hereof (unless otherwise noted) and is subject to change without notice.
TO:
VIA:
FROM:
DATE:
Placentia City Council
CITY COUNCIL
CITY ADMINISTRATOR
DEPUTY CITY ADMINISTRATOR
JULY 25, 2023
AGENDA REPORT
SUBJECT: APPOINTMENTS TO FILL VACANCIES ON ONE CITY COMMISSION AND ONE
COMMITTEE
FISCAL
IMPACT: NONE
SUMMARY:
There are currently two (2) vacancies on the City's ten (10) Commissions and Committees. The City received a total of five (5) applications. To ensure that these advisory bodies can operate effectively and with a full complement of members, Staff recommends City Council consider the actions listed below.
RECOMMENDATION:
It is recommended that the City Council consider the following actions:
1. Make the necessary appointments to fill the vacancies listed below:
a. One (1) vacancy on the Planning Commission for a four-year term b. One (1) vacancy on the Senior Advisory Committee for a non -expiring term
2. Direct Staff to update the City's master Commission and Committee vacancy list; and
3. Continue the Commission and Committee Application/Recruitment process for any remaining vacancies for future consideration of appointments.
DISCUSSION:
The City Clerk's Office received a total of five (5) applications. One (1) applicant declined to interview at this time and requested that their application be kept on file for future vacancies.
Attached is a summary of applicants for consideration of appointment to the current vacancies (Attachment 1). At a Special Meeting held on July 25, 2023, the City Council interviewed four (4) applicants for these vacant positions.
Staff recommends the City Council consider appointments to the Planning Commission and Senior Advisory Committee and continue the recruitment process for any future vacancies.
3.a.
July 25, 2023
City Council Agenda
July 25, 2023
Prepared by: Reviewed and approved:
eAt4t l'f/( - 0 11.4-.------ '01
Carole M. Wayman(J Rosafnna Ramirez
Deputy City Clerk Deputy City Administr'at'or
Reviewed and approved:
A
Da ien R. Arrula
City Administrator
Attachments:
1. Commission and Committee Vacancy/Applicant List
2. Summary of Commissioner and Committee Member Requirements
COMMISSION AND COMMITTEE
UPDATED VACANCY/APPLICANT LIST
As of 7-11-23
Planning Commission
7 Members
Vacancies: One (1) Four -Year Term
New Applicants
Thomas Ingalls
Juan Guerrero
Senior Advisory Committee
7 Members
Vacancies: One (1) Non- Expiring Term
New Applicants
Jodi Stout -Ward
Marie Wahbeh
CITY OF PLACENTIA
COMMISSION AND COMMITTEE
SUMMARY OF MEMBERSHIP REQUIREMENTS
COMMISSIONS
Planning Commission
Qualifications: Registered Voters of the City of Placentia, none of whom shall hold any paid office or employment in the City Government.
Park Arts and Recreation Commission (PARC)
Qualifications: Residents of the City who have demonstrated a strong interest and support for the City's parks and its associated programs, or who have a profound interest or experience in the arts and/or culture. The Commission should refrain from promoting the individual artistic accomplishments or cultural contributions of individual Commission Members, except that the Commissioners may perform, exhibit, or share their talents and expertise in order that the citizens of the community not be deprived of the artistic abilities of the Commissioners.
Streetscape and Transportation Advisory Commission
Qualifications: Residents of the City who have a demonstrated interest in or knowledge of traffic safety, transportation issues, or the City's trees.
COMMITTEES
Citizens' Oversight Committee
Qualifications: As long as those bodies exist, two of the members shall come from the Citizens Fiscal Sustainability Task Force and one from the Financial Audit Oversight Committee.
Financial Audit Oversight Committee
Qualifications: The desired goals of the City of Placentia Audit Oversight Committee will best be achieved if at least three (3) members of the Committee possess two or more of the following requirements: Major Requirements: bachelor's degree from an accredited college -level institution with emphasis in accounting. A master's degree in business administration would strengthen the Member's contribution to the Committee; Certified Public Accountant; Certified Internal Auditor; Experience in governmental accounting; Accounting/Audit experience: (preferably) internal auditing experience with a governmental entity and/or general accounting/auditing experience with a governmental entity. Minor Requirements: (desirable but not essential):
Ability to read, understand and interpret financial statements; understanding of investment strategies.
Heritage Committee
Qualifications: Resident of Placentia.
Historical Committee
Qualifications: Committee members typically are familiar with historic preservation principles and practices and have gained knowledge of Placentia history from long-term residence and/or study and research.
Senior Advisory Committee
Qualifications: Two (2) members shall be representatives from the Placentia Senior Center and five (5) at -large seniors (55+).
Senior/Community Center Blue Ribbon Committee
Qualifications: Five (5) members shall be appointed from within each of the five (5) City Council Districts; one (1) member appointed by Parks, Arts and Recreation Commission (PARC); one (1) member appointed by the Senior Advisory Committee; and two (2) members of the City Council.
Veterans Advisory Committee
Qualifications: Resident of Placentia.
NOTE: Members of Boards, Commissions, and Committees shall be residents of the City. (City Charter Section 902)