Agenda packet — Santa Ana City Council, May 7, 2024 (part 6 of 6)

4 2
5 1
meantime, Staff proposes no increase for Parks, Recreation, and Community Service Fees and an increase of 4.66% for all other FY 2024-25 Miscellaneous Fees.

General Fund Reconciliation
The General Fund reconciliation (Exhibit 2) accounts for all changes from the adjusted FY 2023-24 General Fund budget to the proposed FY 2024-25 General Fund budget.

The reconciliation includes a detailed listing of all proposed additions, both recurring and one-time amounts.
¹Staff is recommending a one-time adjustment to close out the Stores Internal Service Fund at the May 21, 2024 City Council Meeting as part of the Third Quarter Budget Update.

Next Steps
•May 16 has been reserved for an additional Budget Work Session. •In addition, City Council is also scheduled to consider the proposed FY 2024-25 budget on May 21 to provide further direction to staff. •On June 4, the City Council is scheduled to conduct the Budget Public Hearing and consider the first reading of an ordinance to adopt the budget for FY 2024- 25, which begins on July 1, 2024, and ends on June 30, 2025. •The second reading and adoption of the FY 2024-25 Budget Ordinance is scheduled for June 18.

Total Recurring Revenues 406,527,340
Total FY2024-25 Spending Baseline (Recurring) (401,854,110) Proposed Additions for Recurring Spending (4,420,840)
Estimated Available (Recurring) 252,390
Estimated Ending Balance as of June 30, 2024, not including Pension Debt Stabilization 86,799,113
Third Quarter Budget Update¹ (850,000)
Less 18% Reserve (73,174,921)
Proposed One-Time Spending (12,762,760)
Estimated Spendable Balance at June 30, 2025 (One-Time) 11,432 Proposed FY24-25 General Fund Summary

City Council
30 –
2 5/7/2024

Fiscal Year 2024-25 Budget Work Study Session
May 7, 2024

Page 3 ends

4 2
5 1

FISCAL IMPACT
There is no direct fiscal impact at this time.

EXHIBIT(S)

1. Miscellaneous Fee Benchmarking

2. General Fund Reconciliation
Submitted By: Kathryn Downs, Executive Director of Finance and Management Services
Approved By: Alvaro Nuñez, Acting City Manager

City Council
30 –
3 5/7/2024

FMSA PD PBA
1 Long Beach
Altered - $28
Unaltered - $250 1 Riverside Average $112 1 Anaheim $167 2 Irvine
Altered - $28
Unaltered - $159 2 Long Beach Average $90 2 Long Beach $91 3 Santa Ana
Altered - $28
Unaltered - $159 3 Santa Ana Average $84 3 Santa Ana $64 4 Anaheim
Altered - $17
Unaltered - $100 4 Anaheim N/A 4 Irvine $62
5 Riverside
Altered - $17
Unaltered - $100 5 Irvine N/A 5 Tustin $39
6 Riverside $32
1 Irvine $92 1 Riverside $583 1 Anaheim $167
2 Riverside $37 2 Santa Ana $195 2 Long Beach $91
3 Anaheim $35 3 Long Beach $157 3 Santa Ana $64
4 Santa Ana $24 4 Anaheim N/A 4 Irvine $62
5 Long Beach $12 5 Irvine N/A 5 Tustin $39
6 Riverside $32
Dog License Fees Parking Citation Plumbing Permit
New Business License License to sell Pistols/ Revolvers Electric Permit 4/29/2024
EXHIBIT 1

City Council
30 –
4 5/7/2024

PRSCA
1 Brea $100 1 Anaheim $72 1 Irvine $249
2 Anaheim $85 2 Irvine $58 2 Brea $185
3 Fountain Valley $80 3 Long Beach $45 3 Tustin $151
4 Irvine $64 4 Orange $25 4 Fullerton $150
5 Santa Ana $43 5 Fullerton $23 5 Anaheim $120
6 Long Beach $25 6 Santa Ana $21 6 Long Beach $115
7 Orange N/A 7 Tustin $17 7 Santa Ana $115
8 Tustin N/A 8 Brea Non-profit sports groups only 8 Orange $105 9 Fullerton N/A 9 Fountain Valley
Must be registered team to
rent 9 Fountain Valley
Prices Vary, No Full-
time Option
*Resident Recreational Rate
Aqua-Swim Lessons Resident
1 Tustin $130 1 Long Beach $40
2 Irvine $104 2 Orange $35
3 Brea $90 3 Irvine $32
4 Anaheim $79 4 Anaheim $30
5 Santa Ana $58 5 Fullerton $23
6 Long Beach
$185 private lessons
10 weeks 6 Tustin $17
7 Orange $30 per private lesson 7 Santa Ana $10
8 Fountain Valley N\A 8 Brea Non-profit sports groups only 9 Fullerton
Third-Party
Outsourced 9 Fountain Valley N/A
*Resident Recreational Rate
Youth Sports Soccer Field Rental* Youth Camp- Weekly Resident Baseball Field Rental*
4/29/2024

City Council
30 –
5 5/7/2024

PWA
1 Santa Ana $378 1 Anaheim $8,000 1 Costa Mesa $465
2 Costa Mesa $220 2 Tustin $1,488 2 Buena Park $380
3 Buena Park $190 3
San Juan
Capistrano $886 3 Santa Ana $376
4 Fullerton $122 4 Buena Park $300 4 Tustin $287
5 Anaheim $103 5 Santa Ana $224 5 Fullerton $177
6 San Juan
Capistrano $55 6 Costa Mesa $90 6 Anaheim $104
7 Tustin N/A 7 Garden Grove $90 7
San Juan
Capistrano $58
8 Garden Grove N/A 8 Fullerton N/A 8 Garden Grove $50 Street Improvement Plan Check
1 Buena Park HourlyRate+20% 1 Tustin $5,513
2 Tustin $551 2 Anaheim $5,500
3 Santa Ana $224 3 Santa Ana $1,877
4 Anaheim $168 4 Fullerton $1,500
5 Costa Mesa $90 5 Costa Mesa N/A
6 Garden Grove $90 6
San Juan
Capistrano N/A
7 Fullerton $70 7 Garden Grove N/A
8 San Juan
Capistrano $58 8 Buena Park N/A
Tract Map Check Lane Closure Permit
Wireless/Small Cell Application
Street Work Permit Issuance
4/29/2024

City Council
30 –
6 5/7/2024

General Fund Revenues
Revenue
FY23-24 Original Adopted 400,938,670
Adjustments (97,661)
FY23-24 Revised 400,841,009
Adjustments to Revenue Estimates for FY24-25:

Measure X Sales Tax (60,890)
Bradley-Burns Sales Tax 640,900
Property Tax 2,466,920
Property Tax In-Lieu of VLF 1,252,760
Utility Users Tax 225,000
Cannabis Tax 1,622,870
Business License Tax 200,000
Plan Check & Permits 380,000
Jail Use Fees (3,001,000)
Other net adjustments 1,959,771
Total Resources 406,527,340
EXHIBIT 2

City Council
30 –
7 5/7/2024

General Fund Expenditures
Spending
FY23-24 Original Adopted Budget, inlcuding Section 115 Trust Contributions 430,556,550 Remove One-Time Items (29,439,332)
City Council approved adjustments to recurring costs during FY23-24 (899,500) FY24-25 Adjusted Baseline 400,217,718
Annualize partial year Allocations approved during FY23-24 332,830 Employee Compensation Increase (MOU, step increases, etc.) 7,740,307 Cannabis Public Benefit Transfer related to revenue decrease (918,020) Overhead/Internal Service Charge Increases
Building Maintenance 466,530
City Equipment & Replacement Charges 680,140
Accident Repair & Replacement 275,380
IT Maintenance & Specific Charges 420,230
Insurance Charges 947,630
Public Works Administrative Charges 107,910
City Yard Rental 17,520
Orange County Fire Authority Contract Increase 1,954,400 CARE Ambulance Increase 587,240
Police Building Payoff (9,039,920)
Sunset of VIP Program (1,700,000)
Other contract increases/decreases & minor changes across all departments (235,785) FY23-24 Baseline (Recurring) 401,854,110

City Council
30 –
8 5/7/2024

Proposed Additions to FY 24-25 Budget Recurring One-Time 800MHz Contract Increase for Police 90,570
Add Economic Development Staff 445,680
Allocation for Police Retirements, in compliance with MOUs 500,000 Animal Shelter Contract Increase 600,000
Assistant Fleet Services Technician 70,110
Backfill for CIP Engineering as reported on December 19, 2023 900,000 Bristol Street Rehab Completion 680,000
Bus Stop Maintenance 250,000
Car Wash Rehab - City Yard 250,000
City Council Allocations Increase 10,500
City Yard - Rehab Ice Making Room 65,000
City Yard deferred maintenance 250,000
City Yard Operations - Strategic Master Plan/ RFP advertised FY 23/24 400,000 Code Enforcement Overtime 15,000
Dedicated Building Maintenance Technician for Jail 75,830 Delhi Library Operations & Maintenance 75,060
Digital Media Billboard to promote City events and generate revenue from business ads - City Yard 375,000
Dispatch Community Engagement Tech Platform 27,010
DTSA Parking Subsidy 1,658,000
Electrical feeder upgrades (SCE) and Electrical Panel - City Yard 1,000,000 Establish recurring allocation for Pothole Repair 100,000 First Floor Customer Service Representative 97,570
Fleet Electrification Master Plan 100,000
Helicopter Contract (County Rate Increases) 93,230
Increase allocation for Employee Appreciation 37,500
Increase budget to provide for actual Senior Services spending 375,000 Increase in Fleet Operating Materials & Supplies 36,910 Increased Maintenance Costs for New Parks (Gerardo Mouet, Ed Caruthers, Santa Ana River Trail. 10th & Flower, King Street) 175,000 Independent Audit Fees increase 20,000
Investment Advisory Services (Completely offset by revenues) 150,000 Jail Aramark Contract Increase 653,040
Jail Deferred Maintenance 250,000
Jan-Jun 2025 (6 months) Funding for ARPA Positions 375,960 Last 800MHz Debt Payment (2 in a single fiscal year) 462,860 Navigation Center Maintenance 100,000
Neighborhood Initiatives Contractual Services 120,000
November 2024 Election Costs 425,000
OPEB Actuarial Valuation 11,000
Parking Validations for City Council Meetings 27,500
Parkland Feasibility Study, including Washington Square 100,000 Planning & Building Records Project 146,000
Planning/Building & Code Enforcement Training 48,600
Rehab Zoo Walkways 400,000
Senior Legal Mgmt Analyst for City Attorney 109,790
Software required to continue banking online 25,000
Software to Upgrade Fueling Station at City Yard 250,000 State Building Utilities prior to demo in December 2025 180,900 Strategic Planning 102,000
Traffic Safety Improvements - Intersections: Segerstrom Ave/Raitt St and Segerstrom Ave/Flower St Traffic 1,300,000
Upgrade Executive Secretary for City Attorney 28,700
Vehicle Replacement (Multiple Departments) 1,114,000
Zoning Code Community Outreach 500,000
Zoo North Wall 1,200,000
Zoo Operations & Maintenance related to new animals and exhibits 330,280 Total 4,420,840 12,762,760

City Council
30 –
9 5/7/2024

HOUSING AUTHORITY 1 April 2, 2024

DRAFT Minutes of the Regular Meeting
of the Housing Authority
Santa Ana, California

April 2, 2024

CALL TO ORDER

MINUTES: Chair Amezcua called the Housing Authority Meeting to order at 11:07 P.M.

ATTENDANCE Authority Members Phil Bacerra
Johnathan Ryan Hernandez
Jessie Lopez
David Penaloza
Benjamin Vazquez
Vice Chair Thai Viet Phan
Chair Valerie Amezcua

Acting City Manager Alvaro Nuñez
City Attorney Sonia R. Carvalho
Recording Secretary Jennifer L. Hall

ROLL CALL

MINUTES: Secretary Jennifer L. Hall conducted Roll Call.

Chair Amezcua, Vice Chair Phan, and Authority Members Bacerra, Hernandez, Lopez, Penaloza, and Vazquez were present.

ADDITIONS\DELETIONS TO THE HOUSING AUTHORITY AGENDA

MINUTES: None.

City Council
2 –
1 5/7/2024

HOUSING AUTHORITY 2 April 2, 2024

PUBLIC COMMENTS – Members of the public may address Housing Authority on items on the Housing Authority agenda.

MINUTES: No public comments were received regarding the Housing Authority agenda.

RECOMMENDED ACTION: Approve staff recommendations on the following Consent Calendar Items: 1 through 2.

MINUTES: At 11:08 P.M., the Consent Calendar was considered.

MOTION: Authority Member Hernandez moved to approve staff recommendations on the following Consent Calendar Items: 1 through 2, seconded by Authority Member Penaloza.

The motion carried, 7-0, by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

AUTHORITY MEMBER BACERRA, AUTHORITY MEMBER

HERNANDEZ, AUTHORITY MEMBER LOPEZ, AUTHORITY

MEMBER PENALOZA, AUTHORITY ME MBER VAZQUEZ,

VICE CHAIR PHAN, CHAIR AMEZCUA
NONE
NONE
NONE
Status: 7 – 0 - Pass

1. Excused Absences

Department(s): City Clerk’s Office

Recommended Action: Excuse the absent members.

2. Minutes of the Special Meeting of February 20, 2024

Department(s): City Clerk’s Office

Recommended Action: Approve minutes.

**END OF CONSENT CALENDAR**

CONSENT CALENDAR

City Council
2 –
2 5/7/2024

HOUSING AUTHORITY 3 April 2, 2024

PUBLIC HEARING

3. Public Hearing – Approve the Fiscal Year 2024- 25 Housing Authority Annual Plan
Legal Notice published in the OC Register, La Opinion, and Nguoi Viet on February 16, 2024.

Department(s): Community Development Agency
Recommended Action:

1. Conduct a public hearing in consideration of the approval and submission of the Fiscal Year 2024-25 Housing Authority Annual Plan to the U.S. Department of Housing and Urban Development.

2. Adopt a resolution approving the Fiscal Year 2024-25 Housing Authority Annual Plan and authorize the Executive Director of the Housing Authority to submit the Annual Plan to the U.S. Department of Housing and Urban Development.

RESOLUTION NO. 2024-001 entitled A RESOLUTION OF THE HOUSING

AUTHORITY OF THE CITY OF SANTA AN APPROVING THE SUBMISSION OF THE ANNUAL PLAN FOR FISCAL YEAR 2024-2024

MINUTES: Chair Amezcua opened the public hearing at 11:09 P.M. and, there being no public comments, closed the public hearing at 11:09 P.M.

MOTION: Authority Member Hernandez moved to approve the recommended actions for Public Hearing Item No. 3, seconded by Authority Member Penaloza.

The motion carried, 7-0, by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

AUTHORITY MEMBER BACERRA, AUTHORITY MEMBER

HERNANDEZ, AUTHORITY MEMBER LOPEZ, AUTHORITY

MEMBER PENALOZA, AUTHORITY MEMBER VAZQUEZ,

VICE CHAIR PHAN, CHAIR AMEZCUA
NONE
NONE
NONE
Status: 7 – 0 - Pass

HOUSING AUTHORITY MEMBER COMMENTS

MINUTES: None.

City Council
2 –
3 5/7/2024

HOUSING AUTHORITY 4 April 2, 2024

ADJOURNMENT – Adjourn the Housing Authority meeting.

MINUTES: Chair Amezcua adjourned the Housing Authority Meeting at 11:10 P.M.

Respectfully submitted:

__________________________
Jennifer L. Hall, CMC
Secretary

City Council
2 –
4 5/7/2024

Community Development Agency
www.santa-ana.org/community-development
Item # 3
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 7, 2024
TOPIC: Quarterly Report for Housing Choice Voucher (HCV) Program

AGENDA TITLE
Quarterly Report for Housing Choice Voucher Program

RECOMMENDED ACTION
Receive and file the Quarterly Report for the Housing Choice Voucher Program for the period of January 1, 2024 to March 31, 2024
GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
The January 1, 2024 to March 31, 2024 Quarterly Report for the Housing Choice Voucher Program provides information on the day-to-day activities of the Santa Ana Housing Authority. The report is divided into three (3) sections: Applicants, Participants, and Production.

FISCAL IMPACT
There is no fiscal impact associated with this action.

EXHIBIT(S)

1. Housing Choice Voucher Quarterly Report: January 1, 2024 through March 31, 2024 Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Alvaro Nuñez, Acting City Manager

City Council
3 –
1 5/7/2024

May 7, 2024

Page 1 ends

Santa Ana Housing Authority – Quarterly Report
Third Quarter of FY 2023-24
JANUARY – MARCH 2024
Housing Choice Voucher Program Quarterly Report
The January 1, 2024 to March 31, 2024 Quarterly Report for the Housing Choice Voucher (HCV) Program provides information on the day -to-day activities of the Santa Ana Housing Authority. The report is divided into three (3) sections: Applicants, Participants, and Production.

Applicants
T
he Santa Ana Housing Authority accepted applications from May 2, 2022 through May 31, 2022 and received a total of 20,759 applications. A random lottery procedure was applied and the Santa Ana Housing Authority accepted 7,500 of the 20,759 applications to establish a 2022 HCV Waiting List.

C
harts 1 and 2 depict the characteristics of those applicants currently on the Waiting List.

As of March 31, 2024, the Housing Authority has selected 587 applicants from the 2022 HCV Waiting List.

Ch
art 1 illustra tes the percentage of
applicants on the 2022 HCV Waiting List who
live or work in Santa Ana. These applicants
are given a preference on the Waiting List
together with U.S. Military Veterans.

C
hart 2 illustrates the number of applicants
by total household size. The majority of
applicants on the Waiting List consist of only
one (1) or two (2) household members. Over
half of all applicants (4,685 of the 7,500
applicants or 62%) have one (1) or two (2)
member households and would qualify for a
one-bedroom voucher. The Santa Ana
Housing Authority’s occupancy standard is
one (1) bedroom for every two (2) family
members.

Live or Work
in Santa Ana
95%
Veterans
Live or Work
in Santa Ana
5%

1. Residency Preference
2888
1797
1090
906
490
200 80 29 11 9
0 500
1000
1500
2000
2500
3000
3500
1 2 3 4 5 6 7 8 9 10+
Number of Applicants
People per Houshold

2. Household Size
EXHIBIT 1

City Council
3 –
2 5/7/2024

May 7, 2024

Page 2 ends

Santa Ana Housing Authority – Quarterly Report
Third Quarter of FY 2023-24
JANUARY – MARCH 2024

Participants

At the end of the reporting period, there were 3,120 households receiving rental assistance from the Housing Authority.

Chart 3 illustrates participating families, sorted by
number of family members. Over three-fourths (86%)
of families receiving assistance have three (3) or fewer members.

Chart 4 illustrates the family type for program
participants. Over two -thirds (70%) of participating
households have elderly and/or disabled members.
[“Other” consists of households that are non- elderly,
non-disabled, with no minor children.]

Chart 5 depicts participants by percentage of Orange
County median income. A s of March 31, 2024, the
County’s median income is $127,800 per year for a
family of four. Approximately 90% of families on the
program earn less than 30% of the area median
income, which is $43,050 per year for a family of four
(4).

1 Person
46%
2 People
27%
3 People
13%
4 People
6%
5 People
5% 6 People
3%

3. Family Size
Below 30%
of Median
90%
Below 50%
Median
9%
Below 80%
of Median
1%

5. Income as Percentage of Median
EXHIBIT 1

City Council
3 –
3 5/7/2024

May 7, 2024

Page 3 ends

Santa Ana Housing Authority – Quarterly Report
Third Quarter of FY 2023-24
JANUARY – MARCH 2024
Participants’ incomes come from a variety of sources,
as illustrated in Chart 6. A total of 36% of participating families have income from employment. Participating
families pay a portion of their monthly rent based upon their income and the payment standard for their
unit. The Housing Authority pays the difference
between the tenant’s portion and the contract rent. This payment is the Housing Assistance Payment (HAP).

The average HAP for January 1, 2024 to March 31,
2024 was $1,417.

Production

HQS Inspections: At least once every two (2) years,
the Housing Authority must inspect each assisted- unit
to ensure it meets HUD’s Housing Quality Standards
(HQS) in compliance with the federal regulations. From January 1, 2024 to March 31, 2024 a total of 336
inspections and re- inspections of our assisted -units
were performed of which 107 inspections failed. Chart
7 illustrates the number of inspections performed on a
monthly basis during the reporting period.

Recertifications / Interims:

Each year, the Housing Authority must re-certify every
assisted-family to verify the family is still eligible for assistance. In addition, when a participant’s income
changes, an interim examination must be
performed. During the reporting period, a total of 838 recertifications and interims were conducted. Chart 8 illustrates the number of recertifications and interims performed.

Other Change of Unit:

These actions are completed when a family moves to a different rental unit. Twenty-four (24) change of unit actions were processed during the reporting period.

New Admissions:

This action is completed when a family is admitted to the HCV Program. Thirty-nine (39) new admissions were processed during the reporting period.

163
78 95
0 50
100
150
200
January February March
Inspection Months

7. HQS Inspections
37%
8%
61%
15%
0%
10%
20%
30%
40%
50%
60%
70%
With Any
Wages
With any
Welfare
With any
SSI/SS
With any
other
Income

6. Source of Income
197 210 209
87 57 78
0 100
200
300
400
January February March

8. Re-exams and Interims
Re-exams Interims
EXHIBIT 1

City Council
3 –
4 5/7/2024

May 7, 2024

Page 4 ends

Santa Ana Housing Authority – Quarterly Report
Third Quarter of FY 2023-24
JANUARY – MARCH 2024

End of Participation:

This action is completed when the family is no longer interested in participating in the program, the family becomes deceased, the family is no longer eligible for the program, or the family is terminated from the program due to program violations. Twenty-eight (28) end of participation actions were processed during the reporting period.

Expired Vouchers:

This action is completed when an applicant is unable to locate a unit within the timeframe of their voucher and all extensions have been exhausted or no extension is requested.

There were seven (7) expired vouchers processed during the reporting period.

EXHIBIT 1

City Council
3 –
5 5/7/2024

Finance and Management Services
www.santa-ana.org/finance/
Item # 4
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 7, 2024
TOPIC: Board Consideration of Resolution Establishing the City of Santa Ana Public Financing Authority

AGENDA TITLE
Board Consideration of Resolution Establishing the City of Santa Ana Public Financing Authority

RECOMMENDED ACTION
Adopt a Resolution of the Board of Directors of the Housing Authority of the City of Santa Ana authorizing the creation of the City of Santa Ana Public Financing Authority and certain other matters pertaining thereto (Agreement No. A-2024-XXX).

RESOLUTION NO. 2024-XXX entitled RESOLUTION OF THE HOUSING AUTHORITY

OF THE CITY OF SANTA ANA AUTHORIZING THE CREATION OF THE CITY OF

SANTA ANA PUBLIC FINANCING AUTHORITY AND CERTAIN OTHER MATTERS

PERTAINING THERETO
GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
Introduction
Staff has been working with Urban Futures, Inc. (UFI) municipal advisors and Best Best and Krieger LLP (BB&K) bond counsel to consider alternatives to pay for water system capital improvement projects and refund the existing City of Santa Ana Financing Authority Water Revenue Refunding Bonds, Series 2014. The City may use water system revenues to finance projects through the issuance of water revenue refunding bonds. In order to issue water revenue refunding bonds, staff recommends the City and the Housing Authority of the City of Santa Ana (Housing Authority) form a joint powers authority and enter into a joint exercise of powers agreement. The joint powers authority is proposed to be called the City of Santa Ana Public Financing Authority (Financing Authority) and the Financing Authority will issue the water revenue refunding bonds.

Background
The Joint Exercise of Powers Act, Government Code section 6500 et seq. (Act), permits public agencies to enter into a joint exercise of powers agreement (JEPA) to form a

City Council
4 –
1 5/7/2024

Board Consideration of Resolution to Establish Public Financing Authority May 7, 2024

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4 0
separate governmental entity to jointly exercise powers common to the member agencies (Government Code Section 6502). The parties to the JEPA may create a separate legal entity (i.e. joint powers authority) under the JEPA to administer the agreement. Additionally, joint powers authorities have the power of issuing bonds secured by local revenues, such as the City’s water system revenues. This is a commonly utilized financing mechanism for cities throughout the State of California.

Discussion
In consultation with BB&K, if the City desires to utilize water system revenue financings in the future, then the Financing Authority will be a necessary component of such financings.

The governing body of the Financing Authority will be the Mayor and members of the City Council. Any regular meeting of the Financing Authority’s Board of Directors shall be held at the same time and same location as regular meetings of the City Council and noticed in the same manner. The Board of Directors of the Financing Authority will conduct a regular meeting at least once each calendar year on the first Tuesday of December. The Financing Authority Board meetings will have separate agendas from the City Council meetings and will comply with Brown Act requirements.

For City Council consideration:
•Resolution No. 2024-XXX Resolution of the City Council of the City of Santa Ana Authorizing the Creation of the City of Santa Ana Public Financing Authority and Certain Other Matters Pertaining Thereto
For Housing Authority Board consideration:
•Resolution No. 2024-XXX Resolution of the Board of Directors of the Housing Authority of the City of Santa Ana Authorizing the Creation of the City of Santa Ana Public Financing Authority and Certain Other Matters Pertaining Thereto If the City Council and Housing Authority Board adopt the aforementioned resolutions, then staff recommends the newly established Financing Authority Board consider:
•Resolution No. 2024-XXX Resolution of the Board of Directors of the City of Santa Ana Public Financing Authority Approving and Adopting Bylaws, Establishing Regular Meeting Dates and Authorizing Certain Other Actions in Connection Therewith
The City Council will be asked to consider issuing water revenue refunding bonds to finance the City’s water system capital improvements at a future meeting. Until then, the City may make expenditures related to design and construction costs. The City may desire to use a portion of the proceeds of the bonds to reimburse the City for prior

City Council
4 –
2 5/7/2024

Board Consideration of Resolution to Establish Public Financing Authority May 7, 2024

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4 2
4 0
expenditures on capital improvements. The City, by making such a declaration, in no way obligates itself to issue the bonds.

If the Santa Ana Public Financing Authority is created, staff recommends the Financing Authority Board consider:
•Resolution No. 2024-XXX Resolution of the Board of Directors of the City of Santa Ana Public Financing Authority Declaring its Intent to Issue Tax Exempt Obligations to be Used to Reimburse the City of Santa Ana for Expenditures Prior to the Issuance of Such Bonds

FISCAL IMPACT
This action will allow the City, through the issuance of bonds by the Financing Authority, to finance water system capital projects.

EXHIBIT(S)

1. Resolution No. 2024-XXX Resolution of the Board of Directors of the Housing Authority of the City of Santa Ana Authorizing the Creation of the City of Santa Ana Public Financing Authority and Certain Other Matters Pertaining Thereto

2. Joint Exercise of Powers Agreement
Submitted By: Kathryn Downs, Executive Director of Finance and Management Services
Approved By: Alvaro Nuñez, Acting City Manager

City Council
4 –
3 5/7/2024

55394.00068\42105021.1
Resolution No. 2024-XXX

Page 1 of 3 ends

LR 5/7/2024
RESOLUTION NO. 2024-XXX

RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA

AUTHORIZING THE CREATION OF THE CITY OF SAN TA ANA PUBLIC

FINANCING AUTHORITY AND CERTAIN OTHER MATTERS PERTAINING

THERETO

BE IT RESOLVED BY THE MEMBERS OF THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA AS FOLLOWS:

Section 1. The Members of the Housing Authority of the City of Santa Ana hereby find, determine and declare as follows:

A. WHEREAS, the Housing Authority of the City of Santa Ana (the “Housing Authority”) has determined that it is in the best interests of the Housing Authority to approve a joint powers authority which shall be created by the City of Santa Ana (the “City”) and the Housing Authority for the purpose of assisting the members of such joint powers authority with the financing of public capital improvements for the benefit of the community; and B. WHEREAS, it has been proposed that the City and the Housing Authority form a joint powers authority to be designated as the "City of San ta Ana Public Financing Authority" (the "Financing Authority"), pursuant to a Joint Exercise of Powers Agreement (the "Joint Powers Agreement"), by and between the City and the Housing Authority, dated ________, 2024, a copy of which has been presented to the Members, pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, division 7, Title 1 of the California Government Code); and
C. WHEREAS, the Members of the Housing Authority, with the aid of its staff, has reviewed the Joint Powers Agreement and the Members wish to approve the Joint Powers Agreement, the creation of the Financing Authority and matters related thereto.

Section 2. Creation of Authority. The Members of the Housing Authority hereby approves the creation of the Financing Authority, the membership of the Housing Authority therein and the Joint Powers Agreement. The Chair and the Secretary are and each of them is hereby authorized and directed to execute and delivery the Joint Powers Agreement for and on behalf of the Housing Authority with any such changes as the Chair or the Chair’s designee may deem appropriate.

EXHIBIT 1

City Council
4 –
4 5/7/2024

Resolution No. 2024-XXX

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Section 3. Effective Date. This Resolution shall take effect immediately upon its adoption by the Authority Board , and the Recording Secretary of the Authority shall attest to and certify the vote adopting this Resolution.

ADOPTED this __ day of ___, 2024.

_______________________
Valerie Amezcua
Chair

APPROVED AS TO FORM:

Sonia R. Carvalho, General Counsel

By:________________________
Laura A. Rossini
Chief Assistant Counsel

AYES: Board Members ___________________________________

NOES: Board Members _______________________________________

ABSTAIN: Board Members _______________________________________

NOT PRESENT: Board Members _______________________________________

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, JENNIFER HALL, Recording Secretary to the Ho using Authority of the City of Santa Ana, do hereby attest to and certify that the attached Resolution No. ______ to be the original resolution adopted by the Housing Authority of the Santa Ana on _____, 2024.

Date: ________________ ____________________________________ Jennifer L. Hall, Recording Secretary

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JOINT EXERCISE OF POWERS AGREEMENT

CREATING

CITY OF SANTA ANA PUBLIC FINANCING AUTHORITY
Dated as of _____________________, 2024
EXHIBIT 2

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TABLE OF CONTENTS

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ARTICLE I

DEFINITIONS
Section 1.01. Definitions........................................................................................................ 1

ARTICLE II

GENERAL PROVISIONS
Section 2.01. Purpose ............................................................................................................. 3 Section 2.02. Creation of Authority ....................................................................................... 3

ARTICLE III
BOARD
Section 3.01. Board ................................................................................................................ 3 Section 3.02. Powers .............................................................................................................. 3 Section 3.03. Compensation .................................................................................................. 4 Section 3.04. Meetings of the Board; Voting ........................................................................ 4

ARTICLE IV

OFFICERS AND EMPLOYEES
Section 4.01. Officers ............................................................................................................ 4 Section 4.02. Subordinate Officers ........................................................................................ 5 Section 4.03. Removal of Officers ......................................................................................... 5 Section 4.04. Chairman .......................................................................................................... 5 Section 4.05. Vice Chairman ................................................................................................. 5 Section 4.06. Secretary .......................................................................................................... 5 Section 4.07. Treasurer .......................................................................................................... 5 Section 4.08. Officers in Charge of Records, Funds and Accounts ....................................... 5 Section 4.09. Other Employees .............................................................................................. 6 Section 4.10. Conflict of Interest Code .................................................................................. 6

ARTICLE V
POWERS
Section 5.01. General Powers ................................................................................................ 6 Section 5.02. Specific Powers ................................................................................................ 6 Section 5.03. Restrictions on Exercise of Powers.................................................................. 7 Section 5.04. Liability; Contribution ..................................................................................... 7 Section 5.05. Indemnity by Authority for Litigation Expenses of Officer, Board Member or Employee ...................................................................................... 8 Section 5.06. Execution of Contracts ..................................................................................... 8

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ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.01. Contributions.................................................................................................... 8 Section 6.02. Accounts and Reports ...................................................................................... 9 Section 6.03. Funds ................................................................................................................ 9 Section 6.04. Annual Budget and Administrative Expenses ................................................. 9

ARTICLE VII
TERM; ADDITION OF MEMBERS; DISSOLUTION
Section 7.01. Term ............................................................................................................... 10 Section 7.02. Addition of Members ..................................................................................... 10 Section 7.03. Withdrawal or Exclusion of a Member .......................................................... 10 Section 7.04. Dissolution ..................................................................................................... 11

ARTICLE VIII

MISCELLANEOUS PROVISIONS
Section 8.01. Notices ........................................................................................................... 11 Section 8.02. Section Headings ........................................................................................... 12 Section 8.03. Consent .......................................................................................................... 12 Section 8.04. Law Governing .............................................................................................. 12 Section 8.05. Amendments .................................................................................................. 12 Section 8.06. Enforcement by Authority ............................................................................. 12 Section 8.07. Severability .................................................................................................... 12 Section 8.08. Successors and Assigns.................................................................................. 12 Section 8.09. Execution of Counterparts ............................................................................. 12

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1 JOINT EXERCISE OF POWERS AGREEMENT

CREATING THE CITY OF SANTA ANA PUBLIC FINANCING AUTHORITY THIS JOINT EXERCISE OF POWERS AGREEMENT (the “Agreement”), is made and entered into this ______________, 2024 by and among the Members (as defined herein); W I T N E S S E T H:

WHEREAS, agencies formed under Article 1 (commencing with Section 6500) of the Joint Powers Law (as defined herein) are permitted to provide financing for any of their members or other local public agencies in the State of California in connection with the lease, acquisition, construction and improvement of public capital improvements, working capital requirements or insurance programs of such members or other local agencies; and WHEREAS, the Members wish to form an agency under the Joint Powers Law, known as the City of Santa Ana Public Financing Authority, for the purpose of providing an entity to assist in providing financing, for purposes which are authorized by law and which could finance, lease, own, operate and maintain public capital improvements for any of its Members, or to be owned by any of its Members (as defined herein).

NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Members do hereby agree as follows:

ARTICLE I

DEFINITIONS
Section 1.01. Definitions. In addition to the other terms defined herein, the following terms, whether in the singular or in the plural, when used herein and initially capitalized shall have the meanings specified.
“Agreement” means this Joint Exercise of Powers Agreement, as originally entered into or as amended from time to time in accordance with Section 8.05 hereof. “Authority” means the City of Santa Ana Public Financing Authority established pursuant to Section 2.02 hereof.
“Board” means the Board referred to in Section 3.01 hereof, which shall be the governing body of the Authority.
“Bond Law” means the Marks-Roos Local Bond Pooling Act of 1985, bein g Article 4 of the Joint Powers Law (commencing with Section 6584), as amended from time to time, Article 2 of the Joint Powers Law (commencing with Section 6540), as amended from time to time, or any other law available for use by the Authority in the aut horization and issuance of Indebtedness or to provide for the financing of Indebtedness and/or Public Capital Improvements, as amended from time to time.

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2 “Bond Purchase Agreement” means an agreement between the Authority and a Member or a Local Agency, pursuant to which the Authority agrees to purchase Indebtedness from a Member or a Local Agency, as the case may be.
“City” means the City of Santa Ana.
“Fiscal Year” means the fiscal year of the Authority as established from time to time by the Board, being at the date of this Agreement the period from July 1 in any calendar year to and including June 30 in the succeeding calendar year.
“Housing Authority” means the City of Santa Ana Housing Authority. “Indebtedness” means bonds, notes or other evidences of i ndebtedness, and all other obligations, instruments and agreements constituting “Bonds” under the Joint Powers Law, which are issued or incurred by or on behalf of the Authority, a Member or a Local Agency pursuant to the Bond Law or pursuant to any other provision of law to finance the lease, acquisition, construction or improvement of Public Capital Improvements, Working Capital Requirements, or liability or other insurance needs of any Local Agency (the “Local Obligations”). “Joint Powers Law” means Arti cles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code, as amended from time to time. “Liability Share” means, with respect to any Member, the amount of a judgment for damages divided by the number of Members at the time the act or omission occurred, unless any portion of the judgment arises from an act or omission directly related to the studying, planning, financing, developing, acquiring, purchasing, construction, reconstructing, implementing, improving, enlarging, enhancing, operating, maintaining, selling, disposing of, or decommissioning of any project undertaken by the Authority under this Agreement, in which case, with respect to such portion, the term “Liability Share” shall mean, with res pect to any Member, the amount of such portion multiplied by a fraction equal to (i) such Member’s entitlement or right, if any, to participate in such project at the time the act or omission occurred, divided by (ii) the aggregate amount of all Members’ entitlements or rights to participate in such project at the time the act or omission occurred.
“Local Agency” means each of the Members, any agency or subdivision of a Member, and any other city, county, authority, district or public corporation of the State of California. “Members” means, collectively, all of the Members that are parties to this Agreement, which Members shall initially consist of the City of Santa Ana and the City of Santa Ana Housing Authority and which shall include all additional Member s that become parties hereto pursuant to the provisions of Section 7.02 hereof; provided, however, that the term “Member” shall not include any entity which shall have withdrawn or been excluded from the Authority pursuant to Section

7.03 hereof.
“Public Agency” has the meaning given to the term “public agency ” in Article 1 of the Joint Powers Law, as may be amended from time to time.

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3 “Public Capital Improvements” has the meaning given such term in Section 6585(n) of the Bond Law, as such provision may be amended from time to time. “Working Capital Requirements” means the requirements of any Local Agency for funds to be used by, or on behalf of, such Local Agency for any purpose for which such Local Agency may borrow money pursuant to Section 53852 of the Ca lifornia Government Code, as amended from time to time.

ARTICLE II

GENERAL PROVISIONS
Section 2.01. Purpose. This Agreement is made pursuant to the Joint Powers Law providing for the joint exercise of powers common to two or more Members, and for other purposes as permitted un der the Joint Powers Law and the Bond Law. The purpose of this Agreement is to provide for the financing or refinancing of Public Capital Improvements for and Working Capital Requirements and insurance programs of, the Members and any Local Agency, including without limitation, the purchase by the Authority of Indebtedness of any of the Members or a Local Agency pursuant to Bond Purchase Agreements, the lending of funds by the Authority to a Member or a Local Agency or the entering into of contractual arrangements by the Authority with a Member or a Local Agency and any other transaction authorized by the Joint Powers Law and other laws; engaging in financings relating to the encouragement of economic development and the stimulation of public revenues in th e City through the acquisition and financing by the Authority of such Public Capital Improvements; and to engage in any other transactions authorized by the Joint Powers Law and other laws.

Section 2.02. Creation of Authority . Pursuant to the Joint Powers Law, there i s hereby created a public entity to be known as the “City of Santa Ana Public Financing Authority”. The Authority shall be a public entity separate and apart from the Members, and shall administer this Agreement.

ARTICLE III

BOARD
Section 3.01. Board. The Authority shall be governed by a Board, which shall be comprised of members determined as provided in this Section 3.01. The Board shall be called the “Board of the City of Santa Ana Public Financing Authority.” Notwithstanding anything contained in this Section 3.01 to the contrary, no member of the Board shall hold membership on the Board after the expiration of his or her term as a member of the governing body of a Member, or after he or she resigns, is removed or for any other reason no longer serves as a member of the governing body of a Member. The Board members shall be the members of the City Council of the City.

Section 3.02. Powers. Subject to the limitations of this Agreement and the laws of the State of California, the powers of this Authority shall be vested in and exercised by and its property controlled and its affairs conducted by the Board. The Board shall have the responsibility for the

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4 general management of the affairs, property and business of the Authority and may, from time to time, adopt and modify such Bylaws and other rules and regulations for that purpose and for the conduct of its meetings as it may deem proper.

Section 3.03. Compensation. Members of the Board shall serve without compensation.

Each such member may be reimbursed for necessary and actual expenses, including travel incident to his or her services as member of the Board, pursuant to resolution of the Board. Any member of the Board may elect, however, to decline said reimbursement.

Section 3.04. Meetings of the Board; Voting.
(a) Call, Notice and Conduct of Meetings. All meetings of the Board, including without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the Ralph M. Brown Act, being Sections 54950 et seq. of the California Government Code, as amended from time to time. (b) Regular Meetings. The Board shall hold a regular meeting not less than once each calendar year. Regular meetings of the Board shall be held at such time as the Board may fix by resolution from time to time, and if any day so fixed shall fall upon a Saturday, Sunday or legal holiday, then, upon the next succeeding business day at the same hour. No notice of any regular meeting of the Board need be given to the members of the Board.
(c) Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman of the Authority or by a majority of the members of the Board, in accordance with the provisions of the California Government Code, as amended from time to time.
(d) Quorum. A majority of the total number of members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time.
(e) Voting. Each member of the Board shall have one vote. The affirmative votes of at least a majority of the members of the Board present at any meeting at which a quorum is present shall be required for the Board to take any action. Every act or decision done or made by a majority of the members of the Board present at any m eeting at which a quorum is present shall be the act of the Board.

ARTICLE IV

OFFICERS AND EMPLOYEES
Section 4.01. Officers. The officers of the Authority shall be a Chairman, a Vice Chairman, an Executive Director, a Secretary, a Treasurer and such other officers as the Board may appoint. The Chairman shall be the Mayor of the City. The Vice Chairman shall be the Mayor Pro Tem of the City. The Treasurer shall be the Director of Finance of the City. The City Manager of the City shall serve as the Executive Director of the Authority. The City Clerk of the City shall serve as the Secretary of the Authority.

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5 Section 4.02. Subordinate Officers. The Board may elect or authorize the appointment of such other officers than those herein above mentioned as the business of the Authority may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in this Agreement, or as the Board, from time to time, may authorize or determine.

Section 4.03. Removal of Officers. Any officer may be removed, either wi th or without cause, by a majority of the members of the Board at any regular or special meeting of the Board.

Should a vacancy occur in any office as a result of death, resignation, removal, disqualification or any other cause, the Board may delegate the powers and duties of such office to any officers or to any members of the Board until such time as a successor for said office has been appointed.

Section 4.04. Chairman. The Chairman shall be the chief executive officer of the Authority and shall, subject to the con trol of the Board, have general supervision, direction and control of the business and officers of the Authority. He or she shall be ex officio member of all standing committees, and shall have the general powers and duties of management of the Authority and shall have such other powers and duties as may be prescribed by the Board or this Agreement.

The Chairman shall preside at all meetings of the Board.

Section 4.05. Vice Chairman . In the absence or disability of the Chairman, the Vice Chairman shall perform all the duties of the Chairman and when so acting shall have all the powers of and be subject to all of the restrictions upon the Chairman. The Vice Chairman shall have such other powers and perform such other duties as may, from time to time, be prescribed for him or her by the Board or this Agreement.

Section 4.06. Secretary. The Secretary shall keep or cause to be kept a book of minutes at the principal office or at such other place as the Board may order, of all meetings of the Board, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board meetings and the proceedings thereof.

The Secretary shall give or cause to be given notice of all meetings of the Board. The Secret ary shall keep the Authority records in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or this Agreement.

Section 4.07. Treasurer. Pursuant to Section 6505.6 of the Joint Powers Law, the Board shall designate a Treasurer of the Authority. Subject to the applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the depositary of the Authority to have custody of all the money of the Aut hority, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Joint Powers Law.

The Treasurer is hereby designated as controller of the Authority and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Joint Powers Law. The controller of the Authority shall draw checks to pay demands against the Authority when the demands have been approved by the Authority.

Section 4.08. Officers in Charge of Records, Funds a nd Accounts. The Treasurer to the extent such officer’s duties and responsibilities require, is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and such officer shall

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6 file an official bond as required by Section 6505.1 of the Joint Powers Law in the amount of $25,000.

Section 4.09. Other Employees. The Board shall have the power to appoint and employ such other officers, employees, consultants and independent contractors as it may deem necessary for the purposes of this Agreement, any of whom may be employees of a Member, and who shall have such powers, duties and responsibilities as are determined by the Board.

All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, all pension, relief, disability, workers’ compensation and other benefits which apply to the activities of officers, agents, or employees of a public agency when performing their respective functions shall apply to them to the same degree and ex tent while engaged in the performance of any of the functions and other duties under this Agreement.

None of the officers, agents, or employees directly employed by the Authority shall be deemed, by reason of their employment by the Authority to be employe d by any of the Members or, by reason of their employment by the Authority, to be subject to any of the requirements of any of the Members.

Section 4.10. Conflict of Interest Code . The Authority by resolution shall adopt by reference a Conflict of Interest Code as required by the Political Reform Act of 1974, commencing with section 81000 of the Government Code of the State of California.

ARTICLE V

POWERS
Section 5.01. General Powers . The Authority shall exercise in the manner herein provided powers common to Members, or as otherwise permitted under the Joint Powers Law, and necessary or convenient to the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 5.03 hereof.

As provided in the Joint Powers Law, the Authority shall be a public ent ity separate from the Members. The Authority shall have all of the powers provided in the Joint Powers Law, including but not limited to Article 4 of the Joint Powers Law (commencing with Section 6584), and including the power to issue or incur Indebtedness under the Bond Law.

Section 5.02. Specific Powers. The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of the foregoing powers, including but not limited to, any or all of the following:
(a) to make and enter into contracts;
(b) to employ agents or employees;
(c) to plan, develop, acquire, construct, manage, maintain, repair, replace or operate any Public Capital Improvement, including the common power of the Members to acquire any Public Capital Improvement by the power of eminent domain;

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7 (d) to acquire (by the exercise of the power of eminent domain or otherwise), hold, lease, sell or otherwise dispose of any real or personal property, tangible or intangible, and any interests therein, wherever located;
(e) to issue or inc ur Indebtedness and otherwise to incur debts, liabilities or obligations, provided that no such Indebtedness, debt, liability or obligation shall constitute a debt, liability or obligation of any of the Members;
(f) to sue and be sued in its own name;
(g) to establish a budget and authorize expenditures therefrom; (h) to apply for, accept, receive and disburse grants, loans and other aids from any agency of the United States or of the State of California or from any private sources; (i) to enter into agreem ents for the creation of separate public entities and agencies pursuant to the Joint Powers Law;
(j) to invest any money in the treasury as determined by the Authority, in accordance with applicable provisions of the Joint Powers Law and Section 53601 of t he California Government Code, as amended from time to time; (k) to apply for letters of credit or other forms of financial guarantees in order to secure the repayment of Indebtedness and enter into agreements in connection therewith; (l) to carry out and enforce all the provisions of this Agreement; (m) to make and enter into Bond Purchase Agreements;
(n) to purchase Indebtedness of a Member or any Local Agency; (o) to establish non -profit corporations or for -profit corporations to assist in accomplishing any of its objectives; and
(p) to exercise any and all other powers as may be permitted by State law and/or the Joint Powers Law (including Section 6588 of the Joint Powers Law).

Section 5.03. Restrictions on Exercise of Powers . The powers of the Authority shall be exercised in the manner provided in the Joint Powers Law and in the Bond Law subject only to the restrictions upon the manner of exercising such powers as are imposed upon the Members in the exercise of similar powers.

Section 5.04. Liability; Contribution . Pursuant t o the Joint Powers Law, the debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of any of the Members, except as provided by Section 895.2 of the California Government Code, as amended from time to time, in the case of injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement. In the event any Member is held liable upon any judgment for damages caused by a negligent or wrongful act or omission occurring in the

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8 performance of this Agreement, and pays in excess of its Liability Share of such judgment, such Member shall be entitled to contribution from each other Member and may require each other Member to pay an amount towards the judgment for damages, but in no event shall any such other Member be required to pay in excess of its Liability Share of such judgment. No Board member, Member, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the principal of or premium or interest on any obligations of the Authority or be subject to any personal liability or accountability by reason of any obligations of the Authority; but nothing herein contained shall relieve any such Board member, Member, officer, agent or employee from the performance of any official duty provided by law or by the instruments authorizing the issuance of any obligations of the Authority. Nothing contained in this Agreement shall in any way diminish the liability of any Member or other party wit h respect to any contract between such Member or other party and the Authority.

Section 5.05. Indemnity by Authority for Litigation Expenses of Officer, Board Member or Employee. In the event any Board member, officer or employee of the Authority be sued, either alone or with others, because he or she is or was a Board member, officer or employee of the Authority, in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the performance of his or her duties or out of any alleged wrongful act against the Authority or by the Authority, indemnity to such person for reasonable expenses, including attorneys’ fees incurred in the defense of the proceedings, may be assessed against the Authority or its receiver by the court in the same or a separate pro ceeding if the person sued acted in good faith and in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawfu l. The amount of such indemnity shall equal the amount of the expenses, including attorneys’ fees , and the amount of any judgment, incurred in the defense of the proceeding.

Section 5.06. Execution of Contracts . The Board, except as otherwise provided in this Agreement, may authorize any officer or officers, agent or agents, to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of the Authority and such authorization may be in general or confined to specific instances and unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the Authority by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

ARTICLE VI

CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.01. Contributions. In accordance with the California Government Code, the Members may in the appropriate circumstances when required hereunder: (a) make contributions from their treasuries as approved from time to time by the Board, for the purposes set forth herein, (b) make payments of public funds to defray the cost of such purposes, (c) make advances of public funds for such purposes, such advances to be repaid as provided herein, or (d) use their personnel, equipment or property in lieu of other contributions or advances. The provisions of Section 6513 of the Joint Powers Law are hereby incorporated into this Agreement. The Authority may make such arrangements relative to the repayment or return to the Members of such contribu tions, payments and advances as are approved from time to time by the Board.

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9 Any Member which fails to make or pay when due any required contribution, payment or advance to the Authority, may have its rights under this Agreement terminated and may be excluded from participation in the Authority as provided in Section 7.03(c) hereof . Any such Member shall continue to be liable for its obligations under any contract with the Authority and for any unpaid contribution, payment or advance approved by the Board prior to such Member’s exclusion and not objected to by such Member by written notice to the Authority within thirty (30) days after such approval.

Section 6.02. Accounts and Reports. There shall be strict accountability of all funds and reporting of all receipts and disbursements of the Authority. The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of any resolution, indenture or other instrument of the Authority securing its Indebtedness, except insofar as such powers, duties and responsibilities are assigned to a trustee appointed pursuant to such resolution, indenture or instrument. The books and records of the Authority shall be open to inspection at all reasonable times by the Memb ers and their representatives. The Authority shall give an audited written report of all financial activities for each Fiscal Year to the Members within 210 days after the close of each Fiscal Year.

The Treasurer, as controller of the Authority, shall con tract with a certified public accountant or public accountant to make an independent annual audit of the accounts and records of the Authority. In each case the minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the California Government Code, as amended from time to time, and shall conform to generally accepted auditing standards. When such an audit of an account and record is made by a certified public accountant or public accountant, a report thereof shall be filed as public records with each of the Members and with the county auditor of Orange County. Such report shall be filed within 12 months of the end of the Fiscal Year under examination.

Any costs of the audit, includin g contracts with, or employment of, certified public accountants or public accountants, in making an audit pursuant to this Section shall be borne by the Authority and shall be a charge against any unencumbered funds of the Authority available for the purpose.

Section 6.03. Funds. Subject to the applicable provisions of any instrument or agreement which the Authority may enter into, which may provide for a trustee to receive, have custody of and disburse Authority funds, the Treasurer of the Authority shall receive, have the custody of and disburse Authority funds as nearly as possible in accordance with generally accepted accounting practices, and shall make the disbursements required by this Agreement or to carry out any of the provisions or purposes of this Agreement.

Section 6.04. Annual Budget and Administrative Expenses . The Board may adopt a budget for administrative expenses, which shall include all expenses not included in any financing issue of the Authority, annually prior to July 1st of each year. The estimated annual administrative expenses of the Authority shall be allocated by the Authority to the Members equally.

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10 ARTICLE VII

TERM; ADDITION OF MEMBERS; DISSOLUTION
Section 7.01. Term. This Agreement shall become effective as of the date first set forth above, and the Authority shall come in to existence, on the date of execution and delivery hereof, and this Agreement shall thereafter continue in full force and effect until the later of December 31, 2090, or the date on which all Indebtedness and other obligations of the Authority and the interest thereon shall have been paid in full or until adequate provision for such payment shall have been made in accordance with the instruments governing such Indebtedness, and no contracts to which the Authority is a party remain in effect, unless earlier dissolved pursuant to Section 7.04 hereof.

Section 7.02. Addition of Members. (a) Public Agencies possessing one or more of the powers specified in the first paragraph of the recitals to this Agreement may be added as parties to this Agreement, and become Members, upon the filing by such Public Agency with the Board of an instrument in form and substance satisfactory to the Board together with a certified copy of a resolution of its governing body, whereby the Public Agency (i) agrees to the provisions of this Agreement and (ii) requests to become a Member. In reviewing an application for membership, the Board may reject said application based on the creditworthiness of the applicant or on any other matter which has affected or may affect the creditworthiness of the applicant and which may thereby affect the creditworthiness of the Authority. The Board also reserves the right to reject an applicant if the Board determines that the membership of such applicant would be detrimental to the effectiveness of the Authority or would interfere with the realization of the Authority’s goals and purposes.
(b) Notwithstanding Section 7.02(a) hereof, no such Public Agency shall become a Member until (i) its admission is approved by a vote of a majority of the Board voting on the ma tter and (ii) such Public Agency deposits or agrees to deposit with the Authority an amount equal to such share of the costs and expenses incurred by the Authority prior to the date of admission of such Public Agency as a Member as shall be determined by the Board.
(c) Upon satisfaction of the provisions of Section 7.02(a) and 7.02(b) hereof, such Public Agency shall be a Member for all purposes of this Agreement, and the instrument provided pursuant to Section 7.02(a) hereof shall become a part of the offi cial records of the Authority. Neither the effectiveness of such membership nor such instrument shall constitute an amendment or modification of this Agreement for purposes of Section 8.05 hereof.

Section 7.03. Withdrawal or Exclusion of a Member . (a) Any Member may withdraw from the Authority upon the following conditions: (i) the Member shall have filed with the Board a certified copy of a resolution of its governing body expressing its desire to so withdraw and (ii) if the Authority, prior to the filing of such re solution, shall have incurred any obligation payable from contributions, payments or advances in accordance with Section 6.01 hereof, which obligation matures after the date of such filing, the withdrawing Member shall have paid, or made arrangements satis factory to the Board to pay to the Authority its pro rata portion of such obligation.

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11 (b) Upon compliance with the conditions specified in Section 7.03(a) hereof, the withdrawing Member shall no longer be considered a Member for any reason or purpose under this Agreement and its rights and obligations under this Agreement shall terminate. The withdrawal of a Member shall not affect any obligations of such Member under any contract between the withdrawing Member and the Authority. (c) Any Member which has (i ) defaulted under a contract with the Authority, or (ii) failed to pay any required contributions, payments or advances in accordance with Section 6.01 hereof, may have its rights under this Agreement terminated and may be excluded from participating in the Authority by a vote of a majority of the members of the Board voting on the matter (excluding from voting the member(s) of the Board, if any, representing the defaulting Member). Any excluded Member shall continue to be liable for its obligations under any contract with the Authority and for any unpaid contribution, payment or advance approved by the Board prior to such Member’s exclusion and not objected to by such Member by written notice to the Authority within thirty (30) days after such approval.

No withdrawal from membership pursuant to Sections 7.03(a) and 7.03(b) hereof or exclusion from participation pursuant to Section 7.03(c) hereof shall constitute an amendment or modification of this Agreement for purposes of Section 8.05 hereof.

Section 7.04. Dissolution. With the approval of the Board, the Authority may be dissolved, if at the time of such dissolution the Authority has no Indebtedness outstanding and is not a party to any contract remaining in effect (unless adequate provision shall have been made for the discharge of such contract). Upon the dissolution or termination of the Authority, and after payment or provision for payment, all debts and liabilities, the assets of the Authority shall be distributed to the Members in such manner as shall be determined by the Board.

ARTICLE VIII

MISCELLANEOUS PROVISIONS
Section 8.01. Notices. (a) Any notice, demand or request to any Member provided for in this Agreement shall be in writing and shall be deemed properly served, given, or made if delivered in person or sent by registered or certified mail, postage prepaid, to the person designated by such Member upon the commencement of its membership in the Authority. (b) A Member may, at any time, by written notice to each other Member and the Authority, designate different persons or differ ent addresses for the giving of notices, demands or requests to it hereunder.
(c) Any notice, demand or request to the Authority provided for in this Agreement shall be in writing and shall be deemed properly served, given, or made if delivered in person or sent by registered or certified mail, postage prepaid, to City of Santa Ana Public Financing Authority, 20 Civic Center Plaza, Santa Ana , California 92701, or at the notice address most recently provided by said Member pursuant to this Section 8.01.

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12 (d) The Authority may, at any time, by written notice to each Member, designate a different or additional person or a different address for giving notices, demands or requests to it hereunder.

Section 8.02. Section Headings . All section headings in this Agreement are for convenience of reference only and are not to be construed as modifying or governing the language in the section referred to or to define or limit the scope of any provision of this Agreement.

Section 8.03. Consent. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld.

Section 8.04. Law Governing and Venue . This Agreement is made in the State of California under the constitution and laws of the State of California, and is to be so construed.

Venue shall be held exclusively in Orange County.

Section 8.05. Amendments. This Agreement may be amended at any time, or from time to time, except as limited by contract with the owners of Indebtedness issued or incurred by the Authority, a Member or a Local Agency or by applicable regulations or laws of any jurisdiction having authority, by one or more supplemental agreements executed by all then current Members either as required in order to carry out any of the provisions of this Agreement or for any other purpose.

Section 8.06. Enforcement by Authority. The Authority is hereby authorized to take any or all legal or equitable actions, including but not limited to injunction and specific performance, necessary or permitted by law to enforce this Agreement.

Section 8.07. Severability. In the event that any term, covenant or co ndition of this Agreement or the application of such term, covenant or condition shall be held invalid as to any person or circumstance by any court having jurisdiction in the premises, all other terms, covenants and conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect unless a court holds that the provisions are not separable from all other provisions of this Agreement.

Section 8.08. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Members. No Member may assign any right or obligation hereunder without the written consent of the other Members. The immediately preceding sentence shall not affect, in any respect, any right of assignment under any contract between any Member and the Authority.

Section 8.09. Execution of Counterparts . This Agreement may be executed in any number of counterparts. All such counterparts shall be deemed to be originals and shall together constitute but one and the same instrument.
(Signature page follows)

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S-1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, on the day and year first set forth above.

CITY OF SANTA ANA
By: ______________________________________
Valerie Amezcua, Mayor
ATTEST:
_________________________________
Jennifer L. Hall, City Clerk

CITY OF SANTA ANA HOUSING AUTHORITY
By: ______________________________________
Valerie Amezcua, Chairman
ATTEST:
_________________________________
Jennifer L. Hall, Secretary

-Signature Page-
Joint Exercise of Powers Agreement
Creating City of Santa Ana Public Financing Authority

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Finance and Management Services
www.santa-ana.org/finance/
Item # 2
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 7, 2024
TOPIC: Resolutions to approve and adopt City of Santa Ana Public Financing Authority Bylaws and intent to issue Water Revenue Refunding Bonds structured as Lease Revenue Bonds

AGENDA TITLE
Board Consideration of Resolutions to Approve and Adopt City of Santa Ana Public Financing Authority Bylaws and to Declare its Intent to Issue Water Revenue Refunding Bonds Structured as Lease Revenue Bonds

RECOMMENDED ACTION

1. Adopt a Resolution of the Board of Directors of the City of Santa Ana Public Financing Authority approving and adopting Bylaws, establishing regular meeting dates, and authorizing certain other actions in connection therewith.

RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE BOARD OF

DIRECTORS OF THE CITY OF SANTA ANA PUBLIC FINANCING AUTHORITY

APPROVING AND ADOPTING BYLAWS, ESTABLISHING REGULAR MEETING

DATES AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION

THEREWITH

2. Adopt a Resolution of the Board of Directors of the City of Santa Ana Public Financing Authority declaring its intent to issue Tax Exempt obligations to be used to reimburse the City of Santa Ana for expenditures prior to the issuance of such Bonds.

RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE BOARD OF

DIRECTORS OF THE CITY OF SANTA ANA PUBLIC FINANCING AUTHORITY

DECLARING ITS INTENT TO ISSUE LEASE REVENUE BONDS TO BE USED TO

REIMBURSE THE CITY OF SANTA ANA PUBLIC FINANCING AUTHORITY FOR

EXPENDITURES PRIOR TO THE ISSUANCE OF SUCH BONDS
GOVERNMENT CODE §84308 APPLIES: No

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Board Consideration of Resolutions to approve and adopt City of Santa Ana Public Financing Authority Bylaws and to declare its intent to issue Lease Revenue Bonds May 7, 2024

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DISCUSSION
Introduction
Staff has been working with Urban Futures, Inc. (UFI) municipal advisors and Best Best and Krieger LLP (BB&K) bond counsel to consider alternatives to pay for water system capital improvement projects and refund the existing City of Santa Ana Financing Authority Water Revenue Refunding Bonds, Series 2014. The City may use water system revenues to finance projects through the issuance of water revenue refunding bonds structured as lease revenue bonds. In order to issue bonds, staff recommends the City and the Housing Authority of the City of Santa Ana (Housing Authority) form a joint powers authority and enter into a joint exercise of powers agreement. The joint powers authority is proposed to be called the City of Santa Ana Public Financing Authority (Financing Authority) and the Financing Authority will issue the bonds.

Background
The Joint Exercise of Powers Act, Government Code section 6500 et seq. (Act), permits public agencies to enter into a joint exercise of powers agreement (JEPA) to form a separate governmental entity to jointly exercise powers common to the member agencies (Government Code Section 6502). The parties to the JEPA may create a separate legal entity (i.e. joint powers authority) under the JEPA to administer the agreement. Additionally, joint powers authorities have the power of issuing bonds secured by local revenues, such as the City’s water system revenues. This is a commonly utilized financing mechanism for cities throughout the State of California.

Discussion
In consultation with BB&K, if the City desires to utilize water system revenue financings in the future, then the Financing Authority will be a necessary component of such financings.

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Board Consideration of Resolutions to approve and adopt City of Santa Ana Public Financing Authority Bylaws and to declare its intent to issue Lease Revenue Bonds May 7, 2024

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For Housing Authority Board consideration:
•Resolution No. 2024-XXX Resolution of the Board of Directors of the Housing Authority of the City of Santa Ana Authorizing the Creation of the City of Santa Ana Public Financing Authority and Certain Other Matters Pertaining Thereto
If the City Council and Housing Authority Board adopt the aforementioned resolutions, then staff recommends the newly established Financing Authority Board consider:
•Resolution No. 2024-XXX Resolution of the Board of Directors of the City of Santa Ana Public Financing Authority Approving and Adopting Bylaws, Establishing Regular Meeting Dates and Authorizing Certain Other Actions in Connection Therewith
The City Council will be asked to consider issuing bonds to finance the City’s water system capital improvements at a future meeting. Until then, the City may make expenditures related to design and construction costs. The City may desire to use a portion of the proceeds of the bonds to reimburse the City for prior expenditures on capital improvements. The City, by making such a declaration, in no way obligates itself to issue the bonds.

FISCAL IMPACT
This action will allow the City, through the issuance of bonds by the Financing Authority, to finance water system capital projects.

EXHIBIT(S)

1. Resolution No. 2024-XXX Resolution of the Board of Directors of the City of Santa Ana Public Financing Authority Approving and Adopting Bylaws, Establishing Regular Meeting Dates and Authorizing Certain Other Actions in Connection Therewith

2. Resolution No. 2024-XXX Resolution of the Board of Directors of the City of Santa Ana Public Financing Authority Declaring its Intent to Issue Tax Exempt Obligations to be Used to Reimburse the City of Santa Ana for Expenditures Prior to the Issuance of Such Bonds

3. Bylaws of the City of Santa Ana Public Financing Authority

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Board Consideration of Resolutions to approve and adopt City of Santa Ana Public Financing Authority Bylaws and to declare its intent to issue Lease Revenue Bonds May 7, 2024

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4. Joint Exercise of Powers Agreement
Submitted By: Kathryn Downs, Executive Director of Finance and Management Services
Approved By: Alvaro Nuñez, Acting City Manager

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Resolution No. 2024-XXX

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LR 5/7/24
RESOLUTION NO. 2024-XXX

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF SANTA ANA

PUBLIC FINANCING AUTHORITY APPROVING AND ADOPTING BYLAWS,

ESTABLISHING REGULAR MEETING DATES AND AUTHORIZING CERTAIN

OTHER ACTIONS IN CONNECTION THEREWITH

BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF SANTA ANA PUBLIC FINANCING AUTHORITY AS FOLLOWS:

Section 1. The Board of Directors of the City of Santa Ana Public Finan cing Authority hereby finds, determines and declares as follows:

A. WHEREAS, the City of San ta Ana Public Financing Authority (the "Authority") was formed pursuant to the provisions of 6500 of the California Government Code (the “Act”); and
B. WHEREAS, pursuant to the Act the Autho rity may from time to time make Bylaws to carry into effect its powers and purposes; and C. WHEREAS, the Authority must appoint officers to act on behalf of the Authority; and
D. WHEREAS, the Authority has reviewed the Bylaws, which provides for the appointment of officers, for the Authority, substantially in the form attached hereto as Exhibit A; and
E. WHEREAS, the Joint Powers Agreement provides that regular meetings of the Board of Directors of the Authority (the “Board of Directors”) shall be held at such time as the Board of Directors may fix by resolution from time to time and special meetings shall be held whenever called by the Chairperson of the Board of Directors, the Executive Director of the Authority or by a majority of the members of the Board of Directors; and F. WHEREAS, Government Code Section 6592.1 requires resolutions authorizing bonds or any issuance of bonds or accepting the benefit of any bonds or the proceeds of bonds be adopted by a joint powers authority at a regular meeting held pursuant to Government Code Section 54954.

Section 2. Approval of Bylaws. The Authority hereby approves and adopts the Bylaws, substantially in the form attached hereto, marked “Exhibit A," with such revisions, amendments and completions as shall be approved by the Executive Director or the EXHIBIT 1

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Resolution No. 2024-XXX

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Finance Director of the Authority (each a “Responsible Officer”) with the advice of counsel to the Authority.

Section 3. Establishment of Regular Meeting Dates. Any regular meeting of the Board of Directors shall be held at the same time and same location as regular meetings of the City Council of the City of San ta Ana and noticed in the same manner, provided, however, that if an agenda (containing a brief general description of each item of business to be transacted or discussed) for any such regular meeting of the Board of Directors is not posted at least 72 hours before any such regular meeting, such regular meeting shall be deemed cancelled. If any day so fixed for a regular meeting shal l fall upon a legal holiday, then such regular meeting shall be held upon the next succeeding business day at the same hour. The Board of Directors shall conduct a regular meeting at least once each calendar year on the first Tuesday of December.

Section 4. Appointment of Officers . The officers of the Authority are hereby appointed as follows:

The Chairman shall be the Mayor of the City,
The Vice-Chairman shall be the Mayor Pro Tem of the City, The Executive Director shall be the City Manager,
The Treasurer shall be the Executive Director of Finance and Management Services of the City, and
The Secretary shall be the City Clerk.

Section 5. Other Acts . Each Responsible Officer of the Authority and each officer of the Authority is hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution.

Section 6. Effective Date. This Resolution shall take effect immediately upon its adoption by the Board of Directors, and the Secretary of the Board shall attest to and certify the vote adopting this Resolution.

ADOPTED this __ day of ___, 2024.

_______________________
Valerie Amezcua
Chairperson

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Resolution No. 2024-XXX

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APPROVED AS TO FORM:

Sonia R. Carvalho
Authority Attorney

By:________________________
Laura A. Rossini
Chief Assistant Authority Attorney

AYES: Board members _______________________________________

NOES: Board members _______________________________________

ABSTAIN: Board members _______________________________________

NOT PRESENT: Board members _______________________________________

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, JENNIFER HALL, Secretary of the Board, do hereby attest to and certify that the attached Resolution No. ______ to be the original resolution adopted by the Board of Directors of the City of Santa Ana Public Financing Authority on _____, 2024.

Date: ________________
________________________________
Jennifer L. Hall
Secretary of the Board

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A - 1

EXHIBIT A

BYLAWS

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55394.00068\42104908.1

BYLAWS
OF

CITY OF SANTA ANA PUBLIC FINANCING AUTHORITY

ARTICLE I
Definitions
In addition to the other terms defined herein, the following terms, whether in the singular or in the plural, when used herein and initially capitalized, shall have the meanings specified:
(a) Agreement shall mean the Joint Exercise of Powers Agreement creating City of Santa Ana Public Financing Authority, dated as of ____________________, 2024, among the parties thereto.
(b) Authority, Board, Member and Joint Powers Law shall have the respective meanings set forth in the Agreement.
(c) City shall mean the City of Santa Ana .
(d) State shall mean the State of California.

ARTICLE II
Offices
Section 1. Principal Office. The principal office of the Authority shall be located at 20 Civic Center Plaza, Santa Ana, California 92701.

ARTICLE III
Board
Section 1. Powers. Subject to the limitations of the Agreement, the terms of these Bylaws, and the laws of the State of California, the powers of this Authority shall be vested in and exercised by and its property controlled and its affairs conducted by the Board of the Authority.

Section 2. Number. The Board shall have seven (7) Directors and shall be the members of the City Council. Each Director shall hold office for a term corresponding to the term of office on the City Council. Notwithstanding anything contained in this section to the contrary, no member of the Board shall hold membership on the Board after the expiration of his or her term as a member of the City Council, or after he or she resigns, or for any other reason, no longer serves on the City Council.

Section 3. Compensation. Directors shall serve without compensation but each Director may be re imbursed his or her necessary and actual expenses, including travel

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2 incident to his or her services as Director, pursuant to resolution of the Board. Any Director may elect, however, to decline said reimbursement.

Section 4. Regular Meetings. Regular meetings of the Board shall be held at the same time as regular scheduled times of the City Council, however, the Board may fix by resolution from time to time, and if any day so fixed shall fall upon a legal holiday, then, upon the next succeeding business day at the same hour. No notice of any regular meeting of the Board need be given to the Directors.

Section 5. Special Meetings . Special meetings of the Board shall be held whenever called by the President, any Vice-President, or by a majority of the Board.

Section 6. Public Meetings; Notice of Meetings . All proceedings of the Board shall be subject to the provisions of the Ralph M. Brown Act, constituting Chapter 9 of Part 1 of Division 2 of Title 5 of the California Government Code, and notice of the meetings of the Authority shall be given in accordance with such Act.

Section 7. Consent to Meetings . The transactions of the Board at any meeting however called and noticed or wherever held, shall be as valid as though done at a meeting duly held after call and notice if a quorum is present and if either before or after the meeting each Director not present signs a written waiver of notice or a consent to the holding of such meeting or approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.

Section 8. Quorum. A quorum shall consist of a majority of the members of the Board unless a greater number is expressly required by statute, by the Agreement, or by these Bylaws. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be the act of the Board.

Section 9. Order of Business. The order of business at the regular meeting of the Board and, so far as possible, at all other meetings of the Board, shall be essentially as follows, except as otherwise determined by the Directors at such meeting:
(a) Roll call of Officers Report on the number of Directors present in order to determine the existence of a quorum.
(b) Reading of the notice of the meeting and proof of the delivery or mailing thereof, or the waiver or waivers of notice of the meeting then filed, as the case may be.
(c) Approval of minutes of previous meetings of the Board and the taking of action with respect to approval thereof.
(d) Public comment.
(e) Presentation and consideration of reports of officers and committees.

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3 (f) Unfinished business.
(g) New business.
(h) Adjournment.

Section 10. Non-liability for Debts. The private property of the Directors shall be exempt from execution or other liability for any debts, liabilities or obligations of the Authority and no Director shall be liable or responsible for any debts, liabilities or obligations of the Authority.

Section 11. Indemnity by Authority for Litigation Expenses of Officer, Director or Employee. Should any Director, officer or employee of the Authority be sued, either alone or with others, because they are or were a director, officer or employee of the Au thority, in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the performance of his or her duties or out of any alleged wrongful act against the Authority or by the Authority, indemnity for his reasonable expenses, including a ttorneys’ fees incurred in the defense of the proceedings, may be assessed against the Authority or its receiver by the court in the same or a separate proceeding if the person sued acted in good faith and in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The amount of such indemnity shall equal the amount of the expenses, including attorneys’ fees, i ncurred in the defense of the proceeding.

ARTICLE IV
Officers
Section 1. Appointment of Officers . The Chairman, the Vice Chairman, Treasurer, Executive Director, and Secretary of the Authority shall be the persons as set forth in Section IV.1 of the Agreement. In addition, the City Attorney shall act as ex officio legal counsel.

Section 2. Term of Office and Qualification . Each officer elected or appointed pursuant to Section 1 of this Article IV shall hold office until such time as such of ficer ceases (in the case of the Chairman or Vice Chairman) to be a member of the Board, resigns or is removed from such office in accordance with the provisions of Article V of these Bylaws or is unable to perform the duties of such office.

Section 3. Official Bond. The Treasurer, to the extent such officer’s duties and responsibilities pursuant to the Joint Powers Law may require, is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and such officer shall file an official bond as required by Section 6505.1 of the Joint Powers Law in the amount of $25,000.

Section 4. Compensation. The compensation of all officers of the Authority shall be fixed from time to time by the Board, or pursuant to authority of (general or

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4 specific) resolutions of the Board. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a member of the Board of the Authority.

Section 5. Subordinate Officers . The Board may elect or authorize the appointment of such other officers than those hereinabove mentioned as the business of the Authority may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws, or as the Board from time to time may authorize or determine.

ARTICLE V
Resignations
Section 1. Voluntary Resignation; Notice of Effectiveness. Any member of the Board or officer of the Authority may, subject to contrary provision in any applicable contract, resign at any time by giving written notice to the Board or to the Chairman or to the Secretary of the Authority. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and u nless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

Section 2. Involuntary Resignation; Request. The Board, in the exercise of its discretion, may request the resignation of any officer elected or appointed pursuant to Article IV of these Bylaws. Pursuant to such request, subject to contrary provisions in any applicable contracts, such officer shall resign by giving written notice to the Board.

Any such resignation shall take effect at the time s pecified in such request. If such resignation is not received within 30 days, the Board may call a meeting at which a quorum is present and may vote to remove such officer.

ARTICLE VI
Vacancies Among Officers
If the office of any officer elected or appoint ed pursuant to Article IV of these Bylaws becomes vacant at any time by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, such vacancy may be filled at any time by the Board.

ARTICLE VII
Official Seal
The Authority shall have an official seal which shall be circular in form, containing thereon the name of the Authority, and the words “Established _____________, 2024, California.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced in any manner whatsoever.

ARTICLE VIII

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5 Amendments
These Bylaws may be modified, amended or repealed or new Bylaws may be adopted by the affirmative vote of a majority of the members of the Board at any regular or special meeting of the Board at which a quorum is present.

ARTICLE IX
Severability
Any adjudication that these Bylaws or any part thereof is invalid shall not affect the validity of the remainder of these Bylaws.

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6 SECRETARY’S CERTIFICATE
The undersigned hereby certifies that she is the Secretary of the City of Santa Ana Public Financing Authority, a joint exercise of powers authority; that attached hereto is a true, correct and complete copy of the Bylaws of City of Santa Ana Public Financing Authority; and that said Bylaws are in full force and effect as of the date hereof.

Dated: __________, 2024
_____________________________
Secretary of the City of Santa Ana
Public Financing Authority

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Resolution No. 2024-XXX

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LR 5/7/24
RESOLUTION NO. 2024-XXX

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF SANTA ANA

PUBLIC FINANCING AUTHORITY DECLARING ITS INTENT TO ISSUE LEASE

REVENUE BONDS TO BE USED TO REIMBURSE THE CITY OF SAN TA ANA

PUBLIC FINANCING AUTHORITY FOR EXPENDITURES PRIOR TO THE

ISSUANCE OF SUCH BONDS

BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF S ANTA ANA PUBLIC FINANCING AUTHORITY AS FOLLOWS:

Section 1. The Board of Directors of the City of Santa Ana Public Financing Authority hereby finds, determines and declares as follows:

A. WHEREAS, the City of San ta Ana Public Financing Authority (the “Authority”) plans to issue tax -exempt lease revenue bonds (the “Obligations”) to fund the improvements to the City’s water distribution system (the “Project”); and
B. WHEREAS, the Authority reasonably expects to use a portion of the proceeds of the Obligations to reimburse the Authority for expenditures on the Project.

Section 2. Declaration of Official Intent . The Authority hereby declares its official intent, subject to the further approval of this Board of Directors, to use up to $30,000,000 of the proceeds of the Obligations to reimburse for expenditures on the Project. It is intended that this Resolution shall constitute a declaration of “official intent” within the meaning of Section 1.150 -2 of the Treasury Regulations promulgated under Section 150 of the Internal Revenue Code, as amended.

Section 3. Other Approvals. The adoption of this Resolution shall not bind the Authority to proceed with execution and delivery of the Obligations until and unless all other necessary actions and appro vals are taken or received in accordance with all applicable laws, at the discretion of the Authority.

Section 4. Effective Date. This Resolution shall take effect immediately upon its adoption by the Board of Directors, and the Secretary of the Board sha ll attest to and certify the vote adopting this Resolution.

ADOPTED this __ day of ___, 2024.
[Signatures on following page]
EXHIBIT 2

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Resolution No. 2024-XXX

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_______________________
Valerie Amezcua
Chairperson

APPROVED AS TO FORM:

Sonia R. Carvalho
Authority Attorney

By:________________________
Laura A. Rossini
Chief Assistant Authority Attorney

AYES: Board members _______________________________________

NOES: Board members _______________________________________

ABSTAIN: Board members _______________________________________

NOT PRESENT: Board members _______________________________________

CERTIFICATE OF ATTESTATION AND ORIGINALITY

Date: ________________ ____________________________________ Jennifer L. Hall
Secretary of the Board

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55394.00068\42104908.1
BYLAWS
OF

CITY OF SANTA ANA PUBLIC FINANCING AUTHORITY

ARTICLE I
Definitions
In addition to the other terms defined herein, the following terms, whether in the singular or in the plural, when used herein and initially capitalized, shall have the meanings specified:
(a) A greement shall mean the Joint Exercise of Powers Agreement creating City of San ta Ana Public Financing Authority, dated as of ____________________, 2024, among the parties thereto.
(b) Authority, Board, Member and Joint Powers Law s hall have the respective meanings set forth in the Agreement.
(c) City s hall mean the City of Santa Ana .
(d) State shall mean the State of California.

ARTICLE II
Offices
Section 1. Principal Office. The principal office of the Authority shall be located at 20 Civic Center Plaza, Santa Ana, California 92701.

Section 2. N
umber. The Board shall have seven (7) Directors and shall be the members of the City Council. Each Director shall hold office for a term corresponding to the term of office on the City Council. Notwithstanding anything contained in this section to the contrary, no member of the Board shall hold membership on the Board after the expiration of his or her term as a member of the City Council, or after he or she resigns, or for any other reason, no longer serves on the City Council.

Section 3. C
ompensation. Directors shall serve without compensation but each Director may be reimbursed his or her necessary and actual expenses, including travel EXHBIT 3

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2 incident to his or her services as Director, pursuant to resolution of the Board. Any Director may elect, however, to decline said reimbursement.

Section 5.

Special Meetings. Special meetings of the Board shall be held whenever called by the President, any Vice-President, or by a majority of the Board.

Section 6. Public Meetings; Notice of Meetings. All proceedings of the Board shall be subject to the provisions of the Ralph M. Brown Act, constituting Chapter 9 of Part 1 of Division 2 of Title 5 of the California Government Code, and notice of the meetings of the Authority shall be given in accordance with such Act.

Section 7. Consent to Meetings. The transactions of the Board at any meeting however called and noticed or wherever held, shall be as valid as though done at a meeting duly held after call and notice if a quorum is present and if either before or after the meeting each Director not present signs a written waiver of notice or a consent to the holding of such meeting or approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.

Section 8.

Quorum. A quorum shall consist of a majority of the members of the Board unless a greater number is expressly required by statute, by the Agreement, or by these Bylaws. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be the act of the Board.

Section 9.

Order of Business. The order of business at the regular meeting of the Board and, so far as possible, at all other meetings of the Board, shall be essentially as follows, except as otherwise determined by the Directors at such meeting:
(a) Roll call of Officers Report on the number of Directors present in order to determine the existence of a quorum.
(b) Reading of the notice of the meeting and proof of the delivery or mailing thereof, or the waiver or waivers of notice of the meeting then filed, as the case may be.
(c) Approval of minutes of previous meetings of the Board and the taking of action with respect to approval thereof.
(d) Public comment.
(e) Presentation and consideration of reports of officers and committees.

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3 (f) Unfinished business.
(g) New business.
(h) Adjournment.

Sect
ion 11. Indemnity by Authority for Litigation Expenses of Officer, Director or Employee. Should any Director, officer or employee of the Authority be sued, either alone or with others, because they are or were a director, officer or employee of the Authority, in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the performance of his or her duties or out of any alleged wrongful act against the Authority or by the Authority, indemnity for his reasonable expenses, including attorneys’ fees incurred in the defense of the proceedings, may be assessed against the Authority or its receiver by the court in the same or a separate proceeding if the person sued acted in good faith and in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The amount of such indemnity shall equal the amount of the expenses, including attorneys’ fees, incurred in the defense of the proceeding.

ARTICLE IV
Officers
Section 1. Appointment of Officers. The Chairman, the Vice Chairman, Treasurer, Executive Director, and Secretary of the Authority shall be the persons as set forth in Section 4.01 of the Agreement. In addition, the City’s Director of Finance shall act as Finance Director of the Authority, and the city attorney shall act as ex officio legal counsel.

Section 2. T
erm of Office and Qualification. Each officer elected or appointed pursuant to Section 1 of this Article IV shall hold office until such time as such officer ceases (in the case of the Chairman or Vice Chairman) to be a member of the Board, resigns or is removed from such office in accordance with the provisions of Article V of these Bylaws or is unable to perform the duties of such office.

Section 3. O
fficial Bond. The Treasurer, to the extent such officer’s duties and responsibilities pursuant to the Joint Powers Law may require, is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and such officer shall file an official bond as required by Section 6505.1 of the Joint Powers Law in the amount of $25,000.

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4 Section 4. Compensation. The compensation of all officers of the Authority shall be fixed from time to time by the Board, or pursuant to authority of (general or specific) resolutions of the Board. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a member of the Board of the Authority.

Section 5.

Subordinate Officers . The Board may elect or authorize the appointment of such other officers than those hereinabove mentioned as the business of the Authority may require, each of whom shall hold office for such per iod, have such authority and perform such duties as are provided in these Bylaws, or as the Board from time to time may authorize or determine.

ARTICLE V
Resignations
Section 1. Voluntary Resignation; Notice of Effectiveness. Any member of the Board or officer of the Authority may, subject to contrary provision in any applicable contract, resign at any time by giving written notice to the Board or to the Chairman or to the Secretary of the Authority. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

Section 2. I
nvoluntary Resignation; Request. The Board, in the exercise of its discretion, may request the resignation of any officer elected or appointed pursuant to Article IV of these Bylaws. Pursuant to such request, subject to contrary provisions in any applicable contracts, such officer shall resign by giving w ritten notice to the Board.

Any such resignation shall take effect at the time specified in such request. If such resignation is not received within 30 days, the Board may call a meeting at which a quorum is present and may vote to remove such officer.

ARTICLE VI
Vacancies Among Officers
If the office of any officer elected or appointed pursuant to Article IV of these Bylaws becomes vacant at any time by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, such vacancy may be filled at any time by the Board.

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5 ARTICLE VIII
Amendments
These Bylaws may be modified, amended or repealed or new Bylaws may be adopted by the affirmative vote of a majority of the members of the Board at any regular or special meeting of the Board at which a quorum is present.

ARTICLE IX
Severability
Any adjudication that these Bylaws or any part thereof is invalid shall not affect the validity of the remainder of these Bylaws.

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6 SECRETARY’S CERTIFICATE
The undersigned hereby certifies that she is the Secretary of the City of Santa Ana Public Financing Authority, a joint exercise of powers authority; that attached hereto is a true, correct and complete copy of the Bylaws of City of San ta Ana Public Financing Authority; and that said Bylaws are in full force and effect as of the date hereof.

Dated: __________, 2024
_____________________________
Secretary of the City of Santa Ana
Public Financing Authority

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JOINT EXERCISE OF POWERS AGREEMENT

CREATING

CITY OF SANTA ANA PUBLIC FINANCING AUTHORITY
Dated as of _____________________, 2024
EXHIBIT 4

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TABLE OF CONTENTS

Page

-i-

ARTICLE I

DEFINITIONS
Section 1.01. Definitions........................................................................................................ 1

ARTICLE II

ARTICLE IV

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TABLE OF CONTENTS
(continued)
Page

-ii-

ARTICLE VIII

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1 JOINT EXERCISE OF POWERS AGREEMENT

NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Members do hereby agree as follows:

ARTICLE I

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7.03 hereof.
“Public Agency” has the meaning given to the term “public agency ” in Article 1 of the Joint Powers Law, as may be amended from time to time.

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ARTICLE II

ARTICLE III

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Section 3.03. Compensation. Members of the Board shall serve without compensation.

ARTICLE IV

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Section 4.03. Removal of Officers. Any officer may be removed, either wi th or without cause, by a majority of the members of the Board at any regular or special meeting of the Board.

The Chairman shall preside at all meetings of the Board.

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6 file an official bond as required by Section 6505.1 of the Joint Powers Law in the amount of $25,000.

ARTICLE V

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ARTICLE VI

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10 ARTICLE VII

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ARTICLE VIII

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12 (d) The Authority may, at any time, by written notice to each Member, designate a different or additional person or a different address for giving notices, demands or requests to it hereunder.

Section 8.03. Consent. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld.

Section 8.04. Law Governing and Venue . This Agreement is made in the State of California under the constitution and laws of the State of California, and is to be so construed.

Venue shall be held exclusively in Orange County.

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S-1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, on the day and year first set forth above.

CITY OF SANTA ANA
By: ______________________________________
Valerie Amezcua, Mayor
ATTEST:
_________________________________
Jennifer L. Hall, City Clerk

CITY OF SANTA ANA HOUSING AUTHORITY
By: ______________________________________
Valerie Amezcua, Chairman
ATTEST:
_________________________________
Jennifer L. Hall, Secretary

-Signature Page-
Joint Exercise of Powers Agreement
Creating City of Santa Ana Public Financing Authority

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Santa Ana City CouncilMay 7, 2024

Santa Ana City Council
May 7, 2024