RESOLUTION NO. R-2023-72
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PLACENTIA APPROVING THE ISSUANCE BY THE
PLACENTIA PUBLIC FINANCING AUTHORITY OF NOT TO
EXCEED $10,000,000 OF PLACENTIA PUBLIC FINANCING
AUTHORITY LEASE REVENUE BONDS (PUBLIC SAFETY
CENTER PROJECT) SERIES 2023A; APPROVING THE
EXECUTION AND DELIVERY OF RELATED DOCUMENTS
IN CONNECTION WITH THE OFFERING AND SALE OF
SUCH BONDS; AND AUTHORIZING OTHER MATTERS
RELATED THERETO
WHEREAS, the Placentia Public Financing Authority (the "Authority") was established for the purpose of carrying out the intent of the State Legislature as set forth in Article 4 of the Joint Powers Act, namely the financing of public capital improvements, and working capital whenever there are significant public benefits for taking such actions; and WHEREAS, the City of Placentia (the "City") desires to finance the construction, acquisition and equipping of a public safety center (the "Project"); and WHEREAS, in order to provide funds to finance the Project and other related costs, the City desires that the Authority issue its Lease Revenue Bonds (Public Safety Center Project) Series 2023A (the "Series 2023A Bonds"); and
WHEREAS, Senate Bill 450 (Chapter 625 of the 2017-2018 Session of the California Legislature) ("SB 450") requires that the City obtain from an underwriter, financial advisor or private lender and disclose, prior to authorization of the issuance of bonds with a term of greater than 13 months, good faith estimates of the following information in a meeting open to the public:
(a) the true interest cost of the bonds, (b) the sum of all fees and charges paid to third parties with respect to the bonds, (c) the amount of proceeds of the bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the bonds, and (d) the sum total of all debt service payments on the bonds calculated to the final maturity of the bonds plus the fees and charges paid to third parties not paid with the proceeds of the bonds; and
WHEREAS, in compliance with SB 450, the City has obtained from its municipal advisors and the underwriter the required good faith estimates and such estimates are disclosed and set forth in the staff report related to this item; and
WHEREAS, as required by Section 6586.5 of the California Government Code, the City has caused the publication of a notice of a public hearing on the financing of the Project once at least five days prior to the hearing in a newspaper of general circulation in the City; and WHEREAS, the City held a public hearing at which all interested persons were provided the opportunity to speak on the subject of financing the Project; and 4828-3227-3110.2
WHEREAS, there have been presented to this meeting the proposed forms of the following documents:
(a) the Indenture;
(b) the Site Lease;
(c) the Lease Agreement;
(d) the Preliminary Official Statement;
(e) the Bond Purchase Agreement; and
(f) the Continuing Disclosure Agreement;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Placentia, as follows:
SECTION 1. Findings and Determinations. The City hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the City and that the statements, findings and determinations of the City set forth above are true and correct and that the issuance of the Series 2023A Bonds by the Authority will result in the following public benefits (i) demonstrable savings in effective interest rate, bond preparation, bond underwriting, or bond issuance costs (ii) significant reductions in effective user charges levied by the City, and (iii) more efficient delivery of local agency services to residential and commercial development.
SECTION 2. Approval of Issuance of Series 2023A Bonds by the Authority . The issuance of the Series 2023A Bonds by the Authority on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture and this Resolution, is hereby approved; provided, however, that (i) the aggregate principal amount of Series 2023A Bonds shall not exceed $10,000,000, (ii) the maturity of the Series 2023A Bonds shall not exceed October 1, 2053 and (iii) true interest cost of the Series 2023A Bonds shall not exceed 5.5%.
SECTION 3. Approval of Indenture. The form of Indenture presented at this meeting is hereby approved, and the City's Mayor, Mayor Pro Tem, City Administrator or Finance Director, or his or her designee (each, an "Authorized Officer") are each hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Indenture in substantially the form presented at this meeting with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof, including with respect to whether and what type(s) of credit enhancement supports the Bonds, or by other factors, as determined by the Authorized Officers in consultation with the City's financial and legal consultants as being in the best interests of the City.
SECTION 4. Approval of Site Lease. The form of Site Lease presented at this meeting is hereby approved and each Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Site Lease 4828-3227-3110.2
in substantially the form presented at this meeting with such changes therein as the Authorized Officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof.
SECTION 5. Approval of Lease Agreement. The form of Lease Agreement presented at this meeting is hereby approved and each Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Lease Agreement in substantially the form presented at this meeting with such changes therein as the Authorized Officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof.
SECTION 6. Approval of Bond Purchase Agreement. The City is hereby authorized to enter into the Bond Purchase Agreement and each Authorized Officer is hereby authorized and directed to execute and deliver the Bond Purchase Agreement on behalf of the City, in substantially the form presented to this meeting, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer shall approve in consultation with the City's financial and legal consultants, which approval shall be conclusively evidenced by the execution and delivery thereof; provided, that the underwriting discount payable by the City pursuant to the Bond Purchase Agreement shall not exceed 1.0% of the aggregate principal amount of the Series 2023A Bonds.
SECTION 7. Approval of Official Statement. The Preliminary Official Statement is hereby approved and the same may be used and is hereby authorized to be used and distributed in the market by the underwriter incident to the marketing of the Series 2023A Bonds. Each Authorized Officer is hereby authorized to (a) make such changes in such form of the Preliminary Official Statement as such officer, in consultation with the City's financial and legal consultants and the Underwriter, shall determine to be appropriate, and (b) on behalf of the City, to deem such Preliminary Official Statement "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). Each Authorized Officer is authorized and directed to prepare a final Official Statement, with such additional information as may be permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, which final Official Statement shall be executed and delivered in the name and on behalf of the City by an Authorized Officer, and such Authorized Officer is authorized and directed to prepare, execute and deliver in the name and on behalf of the City any supplemental filings related to such final Official Statement.
SECTION 8. Approval of Continuing Disclosure Agreement. The form of Continuing Disclosure Agreement presented at this meeting is hereby approved and each Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Continuing Disclosure Agreement in substantially the form presented at this meeting with such changes therein as the Authorized Officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof.
SECTION 9. Approval of Financing Team. The City has requested the Authority to issue the Series 2023A Bonds for the purpose of financing the Project as described herein, and in connection therewith the City hereby approves (i) Kosmont Financial Services Inc. to provide municipal advisory services, (ii) Nixon Peabody LLP to provide bond and disclosure counsel 4828-3227-3110.2
services, (iii) Samuel A. Ramirez & Co., Inc. to provide underwriting services, and (iv) U.S. Bank Trust Company, National Association to provide trustee services.
SECTION 10. Other Acts. The officers and staff of the City are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with the City Attorney or with bond counsel, they may deem necessary or advisable in order to effectuate the purposes of this Resolution, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. Any one of the Authorized Officers is hereby authorized and directed, for and in the name of and on behalf of the City, to evaluate and select one or more municipal bond insurers for all or any portion of the Series 2023A Bonds and to execute and deliver such contracts and agreements with such bond insurers as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery.
SECTION 11. Effective Date. This Resolution shall take effect upon adoption.
PASSED and ADOPTED this 25th day of July, 2023.
WARD L. SMITH, MAYOR
ATTEST:
ROBERT S. MCKINNELL, CITY CLERK
STATE OF CALIFORNIA
COUNTY OF ORANGE
I, Robert S. McKinnell, City Clerk of the City of Placentia do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 25th day of July 2023, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Councilmembers:
Councilmembers:
Councilmembers:
Councilmembers:
None
None
None
None
Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:
Christian L. Bettenhausen, City Attorney
4828-3227-3110.2