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Resolution No. 2024-XXX
RESOLUTION NO. 2024-___
RESOLUTION OF THE GOVERNING BOARD OF THE
SANTA ANA PUBLIC FINANCING AUTHORITY
AUTHORIZING THE EXECUTION AND DELIVERY BY THE
AUTHORITY OF A MASTER INSTALLMENT PURCHASE
AGREEMENT, A FIRST SUPPLEMENT TO MASTER
INSTALLMENT PURCHAS E AGREEMENT, AN
INDENTURE, AN ESCROW AGREEMENT AND A
PURCHASE AGREEMENT IN CONNECTION WITH THE
ISSUANCE OF SANTA ANA PUBLIC FINANCING
AUTHORITY WATER REVENUE BONDS, SERIES 2024,
AUTHORIZING THE ISSUANCE OF SUCH BONDS IN AN
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$47,000,000, AUTHORIZING THE DISTRIBUTION OF AN
OFFICIAL STATEMENT IN CONNECTION WITH THE
OFFERING AND SALE OF SUCH BONDS , AND
AUTHORIZING THE EXECUTION OF NECESSARY
DOCUMENTS AND CERTIFICATES AND RELATED
ACTIONS
BE IT RESOLVED BY THE GOVERNING BOARD OF THE SANTA ANA
PUBLIC FINANCING AUTHORITY AS FOLLOWS:
SECTION 1. The Governing Board of the Santa Ana Public Financing Authority (the “Authority”) hereby finds, determines and declares as follows:
A. The City of Santa Ana (the “City”) wishes to fin ance the costs of the acquisition, construction and installation of certain water system capital improvements (the “Project”) pertaining to the City ’s water system (the ‘Water System”);
B. The City and the Santa Ana Public Financing Authority have previous ly financed costs of the Water System with the issuance of $15,690,000 original principal amount of Santa Ana Financing Authority Water Revenue Refunding Bonds, Series 2014 (the “2014 Bonds”);
C. The City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to refinance the 2014 Bonds and finance the Project through the offering and sale of bonds of the Authority, designated “Santa Ana Public Financing Authority Water Revenue Bonds, Series 2024” (the “Bonds”); D. In order to accomplish such refinancing and financing of the Project the City and the Authority desire to enter into a new Master Installment Purchase Agreement (the “Master Installment Agreement”) and a First EXHIBIT 1
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Resolution No. 2024-XXX
Supplement to Master Installment Purchase Agreement (the “ First Supplement”);
E. The Authority and the City desire U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and the Authority enter into an Indenture (the “Indenture”) in order to prov ide for the issuance of the Bonds;
F. The Bonds will be issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code;
G. Ramirez & Co., Inc. , as underwriter (the “Underwriter”), has submit ted to the City and the Authority a proposed form of an agreement to purchase the Bonds in the form of a Bond Purchase Agreement (the “Purchase Agreement”);
H. A form of the Preliminary Official Statement (the “Preliminary Official Statement”) to be distri buted in connection with the public offering of the Bonds has been prepared;
I. The City is a member of the Authority and the Project is to be located within the boundaries of the City;
J. Senate Bill 450 (Chapter 625 of the 2017 -2018 Session of the Califo rnia Legislature) (“SB 450”) requires that the Governing Board obtain from an underwriter, municipal advisor or private lender and disclose, prior to authorization of the issuance of bonds, including debt instruments such as the Bonds, with a term of great er than 13 months, good faith estimates of the following information in a meeting open to the public: (a) the true interest cost of the Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Bonds, (c) the amount of proceeds of the Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Bonds, and (d) the sum total of all debt service payments on the Bonds calculated to the fina l maturity of the Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Bonds, and such information has been provided to the Governing Board in the report of Finance and Management Services Agency;
K. The Governing Board has been presented with the form of each document referred to herein relating to the refinancing contemplated hereby, and the Governing Board has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such refinancing; and
L. All acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed 55394.00068\42111245.3
Resolution No. 2024-XXX
precedent to and in connection with the consummation of such refinancing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such refinancing fo r the purpose, in the manner and upon the terms herein provided.
SECTION 2. Al l of the recitals herein contained are true and correct and the Governing Board so finds.
SECTION 3. The form s of Master Installment Agreement and the First Supplement, on file with the Secretary of the Authority, are hereby approved, and the Chair or Vice -Chair of the Authority, or such other member of the Governing Board as the Chair may designate, the Executive Director of the Authority, the Treasurer of the Authority and the Controller of the Authority (the “Authorized Officers”) are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Master Installment Agreement and the First Supplement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the principal components of the installment payments evidenced under the First Supplement shall not exceed $47,000,000 and the true interest cost applicable to the interest components of the installment payments shall not exceed 4.75%.
SECTION 4. The form of Indenture, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for arid in the name and on behalf of the Authority, to execute and deliver the Indenture in substantially said form, with such changes , insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the Bonds shall not ex ceed $47,000,000 and the true interest cost applicable to the Bonds shall not exceed 4.75% and, provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Bonds established by the Purchase Agreement as finally executed.
SECTION 5. The issuance of not to exceed $ 47,000,000 aggregate principal amount of the Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, and for the purpose of financing the Project and refinancing the 2014 Bonds, is hereby authorized and approved.
SECTION 6. The form of Purchase Agreement, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorize d and directed, for and in the name arid on behalf of the Authority, to execute and deliver the Purchase Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to b e conclusively evidenced by the execution and delivery thereof; provided, however, that 55394.00068\42111245.3
Resolution No. 2024-XXX
the underwriter ’s discount for the sale of the Bonds shall not exceed 1.15% of the aggregate principal amount of such Bonds.
SECTION 7. The form of Preliminary Officia l Statement, on file with the Secretary of the Authority, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the Authority that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2 -12 pr omulgated under the Securities Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by such Rule).
SECTION 8. The Authorized Officers are each hereby authorized and directed to furnish, or cau se to be furnished, to prospective investors for the Bonds a reasonable number of copies of the Preliminary Official Statement.
SECTION 9. The preparation and delivery of an Official Statement, and its use in connection with the offering and sale of the B onds, is hereby authorized and approved.
The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusive ly evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the Authority.
SECTION 10. The officers and agents of the Authority are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution.
SECTION 11. All actions heretofore taken by the officers and agents of the Authority with respect to the transactions set fo rth above are hereby approved, confirmed and ratified.
SECTION 12. This Resolution shall take effect immediately upon its adoption by the Authority, and the Secretary to the Authority shall attest to and certify the vote adopting this Resolution.
(Signature page follows)
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Resolution No. 2024-XXX
ADOPTED this 4th day of June, 2024.
Valerie Amezcua
Chairperson
APPROVED AS TO FORM:
Sonia R. Carvalho, Authority Counsel
Laura Rossini
Chief Assistant Authority Counsel
AYES: Authoritymembers:
NOES: Authoritymembers:
ABSTAIN: Authoritymembers:
NOT PRESENT: Authoritymembers:
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, Jennifer L. Hall, Secretary of the Authority, do hereby attest to and certify the attached Resolution No. 2024- _________ to be the original resoluti on adopted by the Governing. Board of the Santa Ana Public Financing Authority on June 4, 2024
Date: , 2024
Jennifer L. Hall
Secretary, Santa Ana Public Financing
Authority City of Santa Ana