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RESOLUTION NO. _______
A RESOLUTION OF THE COUNCIL OF THE CITY OF SAN
JOSE APPROVING THE ISSUANCE AND SALE OF THE CITY
OF SAN JOSE FINA NCING AUTHORITY SUBORDINATE
WASTEWATER REVENUE COMMERCIAL PAPER NOTES
FROM TIME TO TIME IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $200 MILLION OUTSTANDING AT
ANY ONE TIME, APPROVING IN SUBSTANTIALLY FINAL
FORM A COMMERCIAL PAPER OFFERING MEMORANDUM,
ONE OR MORE COMME RCIAL PAPER DEALER
AGREEMENTS, AN ISSUIN G AND PAYING AGENT
AGREEMENT, A SUBORDINATE INSTALLMENT PURCHASE
CONTRACT, A REIMBURSEMENT AGREEMENT, AND A FEE
AGREEMENT AND AUTHORIZING THE CITY MANAGER AND
OTHER AUTHORIZED OFFICERS OF THE CITY TO EXECUTE
AND DELIVER THESE DOCUMENTS AND ANY OTHER
RELATED DOCUMENTS AS NECESSARY IN CONNECTION
WITH THE ISSUANCE AND SALE OF THE COMMERCIAL
PAPER NOTES FROM TIME TO TIME, AND AUTHORIZING
THE NEGOTIATION, EXECUTION AND DELIVERY OF
DOCUMENTS NECESSARY OR ADVISABLE FROM TIME TO
TIME TO PROVIDE FOR ONE OR MORE EXTENSIONS OF
THE LETTER OF CREDIT SUPPORTING THE COMMERCIAL
PAPER NOTES, PROVIDED THAT NO SUCH EXTENSION
SHALL REQUIRE THE PAYMENT OF A FACILITY FEE RATE
OF MORE THAN 1.00% BASED ON THE OBLIGOR RATINGS
IN EFFECT AS OF THE DATE OF ANY SUCH EXTENSION
WHEREAS, the City of San José (the “City”) and the former Redevelopment Agency of the City of San José (the “Former Agency”) previously entered into a Joint Exercise of Powers Agreement (the “Joint Powers Agreement”) establishing the City of San José Financing Authority (the “Authority”) for the purpose, among others, of assisting the City in its financing needs; and
WHEREAS, the Former Agency, as of February 1, 2012, has been dissolved and the City has become the successor agency of the Former Agency pursuant to Part 1.85 of Division 24 of the California Health and Safety Code and pursuant to California Health and Safety Code Section 34178(b)(3), the joint exercise of powers agreement establishing the Authority remains in effect; and
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WHEREAS, the City is empowered by its charter to own, operate and maintain systems, plants, buildings, works and other facilities for the collection, treatment and disposal of sewage and wastewater, including sewage treatment and disposal plants and works and facilities in connection therewith; and
WHEREAS, pursuant to such authority, the City owns and operates its sanitary sewer collection and conveyance system (the “Sanitary Sewer Collection System”); and
WHEREAS, pursuant to such authority, on May 6, 1959, the City and the City of Santa Clara entered into that certain Agreement Between San José and Santa Clara Respecting Sewage Treatment Plant regarding the ownership, operation, maintenance and use of the existing “San Jose-Santa Clara Water Pollution Control Plant” currently known as the “San José-Santa Clara Regional Wastewater Facility” (the “Treatment Plant” and, collectively with the Sanitary Sewer Collection System, the “Wastewater System”); and
WHEREAS, pursuant to such authority, the City is authorized to acquire, construct and install improvements, additions, and betterments to, and extensions and rehabilitations of, the Wastewater System (collectively, the “Projects”); and
WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, the Joint Powers Agreement, and Section 53580 et seq. of the Government Code of the State of California, the Authority is authorized to issue revenue bonds, notes or other evidences of indebtedness for the purposes of, among other things, financing and refinancing the acquisition, construction and installation of the Projects and refunding any bonds, notes or other evidences of indebtedness of the Authority or the City issued or incurred for such purpose; and
WHEREAS, the City previously determined to finance and refinance the acquisition, construction and installation of certain Projects (the “Prior Projects”); and
WHEREAS, the Authority previously determined to assist the City in the financing and refinancing of the Prior Projects by issuing its Subordinate Wastewater Revenue Notes, Series A (the “Prior Subordinate Notes”), which are currently outstanding in the aggregate principal amount of $90.1 million; and
WHEREAS, in connection with the issuance of the Prior Subordinate Notes, the City determined to make installment payments to the Authority for the acquisition, construction and installation of the Prior Projects in an aggregate principal amount equal to the outstanding principal amount of the Prior Subordinate Notes; and SAW:RLT:JMD
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WHEREAS, the City has determined to refinance the acquisition, construction and installation of the Prior Projects and finance and refinance the acquisition, construction and installation of additional Projects from time to time; and
WHEREAS, the Authority has determined to assist the City in the financing and refinancing of the acquisition, construction and installation of the Prior Projects and the additional Projects by issuing its Subordinate Wastewater Revenue Commercial Paper Notes from time to time in one or more series (the “Notes”) for the purpose of refunding the currently outstanding aggregate principal amount of the Prior Subordinate Notes, financing and refinancing additional Projects from time to time and paying the costs of issuing the Notes; and
WHEREAS, in furtherance of the foregoing, forms of the following documents have been prepared and submitted to the City for consideration and approval by the City Council:
an Issuing and Paying Agent Agreem ent (the “Issuing and Paying Agent Agreement”) between the Authority and U.S. Bank Trust Company, National Association (the “Issuing and Paying Agent”) under which the Authority may issue the Notes from time to time;
a Subordinate Installment Purchase Contract (the “Installment Purchase Contract”) between the Authority and the City under which the Authority will acquire, construct and install Projects for the City and refinance the purchase price of Projects previously acquired, constructed and installed for the City from time to time and the City will agree to make installment payments in consideration thereof;
one or more Commercial Paper Dealer Agreements (the “Dealer Agreements”) among the Authority, the City and the dealers named therein (the “Dealers”) under which the Notes will be sold from time to time;
a Commercial Paper Offering Memorandu m (the “Commercial Paper Offering Memorandum”) describing the Notes and other matters relating to them;
a Reimbursement Agreement (the “Reimbursement Agreement”) among the Authority, the City and Bank of America, N.A. (the “Bank”) under which the Bank will issue a letter of credit to provide credit and liquidity support for the Notes; and
a Fee Agreement (the “Fee Agreement”) among the Authority, the City and the Bank under which the Authority will agree to pay certain fees and expenses for or related to the letter of credit to be issued by the Bank. 4 T-52964 / 2346464_2
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WHEREAS, the City Council on November 15, 2022, duly adopted a resolution titled “A
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JOSE AMENDING AND RESTATING RESOLUTION NO. 78382 PROVIDING FOR THE ALLOCATION OF
WASTEWATER SYSTEM REVENUES, THE PLEDGE OF WASTEWATER NET
SYSTEM REVENUES AND ESTABLISHING COVENANTS TO SECURE THE
PAYMENT OF OBLIGATIONS PAYABLE FROM WASTEWATER NET SYSTEM REVENUES” (the “Master Resolution”); and
WHEREAS, in the Installment Purchase Contract the City will designate the Installment Payments to be paid by the City thereunder as Subordinate Obligations under the Master Resolution; and
WHEREAS, as Subordinate Obligations under the Master Resolution, the Installment Payments are payable solely from, and secured by a pledge of and lien on, the Net System Revenues (as defined in the Master Resolution) subject to the terms of, and as provided in, the Master Resolution; and
WHEREAS, the Notes will be payable solely from, and secured by a pledge and lien on, the Installment Payments and the other assets pledged therefor in the Issuing and Paying Agent Agreement;
NOW, THEREFORE, BE IT RES
OLVED BY THE COUNCIL OF THE CITY OF SAN
JOSE THAT:
Section 1. The Author
ity’s issuance of the Notes from time to time, in an aggregate principal amount not to exceed $200 million outstanding at any one time and in accordance with the Issuing and Paying Agent Agreement, as finally executed and delivered, is hereby authorized and approved. The City Council hereby determines that the public interest and necessity demand that the Authority issue the Notes for the purposes described in this Resolution.
S
ection 2. The proposed form of Issuing and Paying Agent Agreement, as posted to the agenda webpage for this joint meeting of the Authority and the City, and its terms and conditions, are hereby approved. The structure, date, maturity date or dates, fixed interest rates, sales prices, forms, registration privileges, place or places of payment, numbers, and other terms of the Notes will be as provided in, or as determined pursuant to, the Issuing and Paying Agent Agreement as finally executed and delivered.
Section 3. The proposed form of Installment Purchase Contract, as posted to the agenda webpage for this joint meeting of the Authority and the City, and its terms and conditions, are hereby approved. The City Manager, the Director of Finance, the Assistant Finance Director, the Deputy Director of Finance responsible for managing the City’s debt programs, and their authorized designees (each, an “Authorized Officer”), SAW:RLT:JMD
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each acting alone, are hereby authorized and directed, for and on behalf of the City, to execute and deliver the Installment Purchase Contract, in substantially said form with such changes as the Authorized Officer executing the same requires or approves, with the advice of the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof.
Section 4. The proposed form of the Dealer Ag reements, as posted to the agenda webpage for this joint meeting of the Authority and the City, is hereby approved. The Authorized Officers, each acting alone are hereby authorized and directed, for and on behalf of the City, to execute and deliver one or more Dealer Agreements, in substantially said form with such changes as the Authorized Officer executing the same requires or approves, with the advice of the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof.
Section 5. The proposed form of Commercial Paper Offering Memorandum, as posted to the agenda webpage for this joint meeting of the Authority and the City, is hereby approved. The Authorized Officers, each acting alone, are hereby authorized and directed to deliver the final form of the Commercial Paper Offering Memorandum for and on behalf of the City, in substantially said form with such changes as the Authorized Officers require or approve, with the advice of the City Attorney, such requirement or approval to be conclusively evidenced by the delivery thereof. The Dealers are hereby authorized to distribute the Commercial Paper Offering Memorandum in final form.
Section 6. The proposed form of Reimbursement Agreement, as posted to the agenda webpage for this joint meeting of the Authority and the City, and its terms and conditions, are hereby approved. The Authorized Officers, each acting alone, are hereby authorized and directed, for and on behalf of the City, to execute and deliver the Reimbursement Agreement, in substantially said form with such changes as the Authorized Officer executing the same requires or approves, with the advice of the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof.
Section 7. The proposed form of Fee Agreement, as posted to the agenda webpage for this joint meeting of the Authority and the City, and its terms and conditions, are hereby approved. The Authorized Officers, each acting alone, are hereby authorized and directed, for and on behalf of the City, to execute and deliver the Fee Agreement, in substantially said form with such changes as the Authorized Officer executing the same requires or approves, with the advice of the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof.
Section 8. All approvals, consents, directions, notices, orders, requests, and other similar actions permitted or required by any of the documents authorized by this Resolution, whether given or taken before or after the issuance of any Notes (including, SAW:RLT:JMD
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without limitation, any amendment of any of the documents authorized by this Resolution or other agreement related to the Notes; any investment of proceeds of the Notes; the addition, substitution, or replacement of dealers; the removal or replacement of the Bank; and the removal or replacement of the Issuing and Paying Agent) may be given or taken by the Authorized Officers, each acting alone, without further authorization or direction by the City Council. The Authorized Officers, each acting alone, are hereby authorized and directed to give any such approval, consent, direction, notice, order, or request and take such other actions and execute such documents that any Authorized Officer deems necessary or desirable, in such Authorized Officer’s discretion, to further the purposes of this Resolution.
Section 9. The Authorized Officers and each other appropriate officer of the City, each acting alone, are authorized and directed (a) to execute and deliver on the City’s behalf any and all agreements, certificates, documents, and instruments, including, without limitation, signature certificates, no-litigation certificates, disclosure certificates, tax certificates, letters of representation relating to book-entry registration, certificates concerning the representations in the Dealer Agreements and/or the Reimbursement Agreement, certificates concerning the contents of the Commercial Paper Offering Memorandum, and certificates and contracts for rebate compliance services; and (b) to do any and all things and take any and all actions that may be necessary or advisable, in their discretion, to effectuate the actions approved in this Resolution. Any Authorized Officer may appoint in writing a designee to perform any of the actions that such Authorized Officer may take under this Resolution.
Section 10. The Authorized Officers, each acting alone, are hereby further authorized to negotiate, execute and deliver such agreements, certificates, documents, and instruments, including any amendment of the documents authorized by this Resolution, that they deem necessary or advisable from time to time to provide for one or more extensions of the Letter of Credit to be issued pursuant to the Reimbursement Agreement; provided that no such extension shall require the payment of a Facility Fee Rate of more than 1.00% based on the Obligor Ratings in effect as of the date of any such extension.
Section 11. All actions heretofore taken by the Authorized Officers, and any and all other officers and agents of the City, in connection with the Notes and the other actions contemplated by this Resolution are hereby ratified, confirmed and approved.
Section 12. This Resolution shall take effect from and after its adoption.
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ADOPTED this ___ day of ________, 2026, by the following vote:
AYES:
NOES:
ABSENT:
DISQUALIFIED:
MATT MAHAN
Ma
yor
ATTEST:
TONI J. TABER, MMC
City Clerk