HomeMy WebLinkAboutStaff Report 4.A 07/11/2016Agenda Item #4.A
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DATE: July 11, 2016
TO: Honorable Mayor and Members of the City Council
Honorable Chair and Members of the Petaluma Public Financing Authority Board
John C. Brown, Petaluma City Manager and Financing Authority Executive
Director
FROM: Eric W. Danly, City Attorney and Public Financing Authority Board Legal
Advisor 044T-,-
SUBJECT: Resolutions Implementing City Council Authorization of May 16, 2016 for an
Interfund Loan for Vehicle and Equipment Replacement through Approval of a
Loan in a Principal Amount Not -to- Exceed $3,025,000 from the Wastewater
Utility Fund to the Petaluma Public Financing Authority for Purchase of Vehicles
as Evidenced by a Promissory Note Issued by the Financing Authority and a
Lease from the Petaluma Public Financing Authority to the City for Use and
Acquisition of Vehicles and Equipment
RECOMMENDATION
It is recommended that the City Council and Public Financing Authority Board adopt the
attached Resolutions Implementing City Council Authorization of May 16, 2016 for an Interfund
Loan in a Principal Amount Not -to- Exceed $3,025,000 for Vehicle and-Equipment Replacement
through Approval of a Loan from the Wastewater Utility Fund to the Petaluma Public Financing
Authority as Evidenced by a Promissory Note Issued by the Financing Authority and a Lease
from the Petaluma Public Financing Authority to the City for Use and Acquisition of Vehicles
and Equipment.
BACKGROUND
On May 16, 2016, the City Council adopted Resolution No. 2016 -073 N.C.S. authorizing an
interfund loan from the Wastewater Utility Fund to the Vehicle and Equipment Replacement
Fund. The staff report identified extensive need for vehicle and equipment replacement in the
City, and available Wastewater Fund balance that could be loaned to augment the City's Vehicle
and Equipment Replacement Fund via interfund loan. The list of vehicles in most serious need
of replacement as listed in the staff report included:
2 ambulances
$ 340,000
1 ladder truck
1,250,000
1 fire engine
520,000
15 police patrol vehicles
825,000
2 police motorcycles
60,000
1 police investigation vehicle
30,000
Total
$ 3,025,000
Resolution No. 2016 -073 N.C.S. approved an interfund loan in a principal amount not -to- exceed
$3,025,000 from the Wastewater Fund, which has a projected undesignated reserve balance of
$30.4 million as of June 30, 2016, for purchase of replacement vehicles in 2016/2017
DISCUSSION
As discussed in the May 16, 2016 staff report, it is advantageous when possible to finance City
equipment purchases using available fund balances to acquire equipment required for
performance of City services. Doing so can both increase the investment yields of City reserve
fund balances while reducing borrowing costs. The end result is.more funds available for City
services. However, such transactions must be structured to avoid encumbering future year
General Fund revenues in accordance with Article XVI, Section 18 of the California
Constitution, commonly referred to as the Constitutional Debt Limit. The Constitutional Debt
Limit prohibits committing future year General Fund revenues of the City unless approved by
2/3 of the City's voters. The Constitutional Debt Limit does not apply to special funds (like the
Wastewater Utility Fund), only to General Fund revenues.
It is common for cities to enter lease /purchase agreements to fund equipment purchases. To
satisfy Constitutional Debt Limit requirements, such agreements are structured such that the
entity financing the equipment acquisition purchases equipment and then leases it to the agency
that requires it. The lease /purchase agreement requires the purchasing agency to pay periodic
lease payments until the purchase cost is fully paid, including principal and interest amounts.
Under the agreement, the agency's obligation to pay is an annual, renewing obligation subject to
each year's appropriation. If an annual appropriation does not occur or payments are not made
when due, the financing corporation can recover the equipment as security for the debt owed.
Typically, at the end of the lease purchase arrangement, once all payments have been made, title
to the equipment purchased is in the lessee /purchaser free of the lessor's leasehold and security
interests.
City staff have consulted with bond counsel who have confirmed that a lease purchase such as is
commonly used to finance equipment purchases is an appropriate way to structure the interfund
loan the City Council approved on May 16, 2016 consistent with the requirements of the
Constitutional Debt Limit. Accordingly, to implement the approved loan, it is recommended that
the City Council and Public Financing Authority Board adopt the attached resolutions
implementing City Council authorization of May 16, 2016 for an interfund loan in a principal
amount not -to- exceed $3,025,000 for vehicle and equipment replacement through approval of a
loan from the Wastewater Utility Fund to the Petaluma Public Financing Authority as evidenced
by a promissory note issued by the Financing Authority and a lease from the Petaluma Public
Financing Authority to the City for use and acquisition of vehicles and equipment.
2 °
FINANCIAL IMPACTS
As discussed in the May 16, 2016 staff report and reflected in Resolution No. 2016 -073, the
recommended loan terms that the City Council approved provided for annual debt service
payments of $395, 275 to the Wastewater Utility Fund over an 8 year period at an interest rate of
1.25 %. The interest rate was determined so as to benefit both the Wastewater Utility Fund (the
lending fund) and the Vehicle and Equipment Replacement Fund (the borrowing fund). The
1.25% interest rate is .35% more than the Wastewater Utility Fund would have earned over the
past 8 years by investing in the City's pooled account, and more than the City portfolio is
currently earning. At the same time, the 1.25% interest rate is less than the commercial lending
rate for vehicle lease /purchases, which is estimated to be in the 2.5% to 3% range.
Appropriations for the approved loan were included in the City's 2016/2017 appropriations
ordinances. $500,000 was transferred into the Vehicle and Equipment Replacement Fund for
2016/2017 to provide adequate debt service coverage for the 2016/2017 annual payment, with
$300,000 coming from the General Fund, and $200,000 coming from the `Transient Occupancy
Tax Fund.
ATTACHMENTS
1. Resolution of the City Council Approving a Loan in a Principal Amount Not -to- Exceed
$3,025,000 from the Wastewater Utility Fund to the Petaluma Public Financing Authority
for Purchase of Vehicles and a Lease from the Petaluma Public Financing Authority to
the City for Acquisition and Use of Vehicles and Equipment
2. Resolution of the Petaluma Public Financing Authority Approving a Loan in a Principal
Amount Not -to- Exceed $3,025,000 from the Wastewater Utility Fund to the Petaluma
Public Financing Authority for Purchase of Vehicles and a Lease from the Petaluma
Public Financing Authority to the City for Use and Acquisition of Vehicles and
Equipment
3. Promissory Note for Interfund Loan Issued by the Petaluma Financing Authority to the
City for Purchase of Vehicles and Equipment
4. Lease Agreement between the Petaluma Public Financing Authority and the City for Use
and Acquisition of Vehicles and Equipment.
Attachment 1
RESOLUTION OF THE CITY COUNCIL APPROVING A LOAN IN A PRINCIPAL
AMOUNT NOT -TO- EXCEED $3,025,000 FROM THE WASTEWATER UTILITY
FUND TO THE PETALUMA PUBLIC FINANCING AUTHORITY FOR PURCHASE
OF VEHICLES AND A LEASE FROM THE PETALUMA PUBLIC FINANCING
AUTHORITY TO THE CITY FOR ACQUISITION AND USE OF VEHICLES AND
EQUIPMENT
WHEREAS, the City Police and Fire Departments are in need of critical vehicles and
equipment to perform public safety services for the City; and
WHEREAS, adequate funding does not currently exist in in the Vehicle and Equipment
Replacement Fund for the purchase of such vehicles and emergency equipment; and
WHEREAS, the City's Wastewater Utility Fund has a projected undesignated reserve
balance of $30.4 million as of June 30, 2016; and
WHEREAS, it is the policy of the City Council that intetfund loans are repaid in fifteen -
(15) years or less, and that interest should be paid on such loans; and
WHEREAS, on May 16, 2016, the City Council adopted Resolution No. 2016 -073
N.C.S. approving an interfund loan from the Wastewater Utility Fund to augment the Vehicle
and Equipment Replacement Fund for purchase of critical public safety vehicles and equipment,
and specifying that such loan shall be formalized pursuant to a promissory note, be in a principal
amount not to exceed $3,025,000 unless authorized by the City Council, bear interest at the rate
of 1.25% per annum, accruing annually, with the first loan payment, including interest, to be
made during Fiscal Year 2016/2017 and every year thereafter, in eight (8) equal installments,
such that the entire principal and interest shall be repaid on or before June 30, 2025, unless
extended by the City Council; and
WHEREAS, Article XVI, Section 18 of the California Constitution, commonly referred
to as the Constitutional Debt Limit, prohibits committing future year General Fund revenues of
the City unless approved by 2/3 of the City's voters; and
WHEREAS, the Constitutional Debt Limit only applies to General Fund revenues, and
does not apply to special funds such as the City's Wastewater Utility Fund; and
WHEREAS, the Marks -Roos Local Bond Pooling Act of 1085 ( "the Bond Act "),
Government Code Section 6584 and following, authorizes the creation of financing authorities
pursuant to the Bond Act and the Joint Exercise of Powers Law, Government Code Section 6500
and following; and
WHEREAS, by Resolution No. 96 -131 N.C,S. adopted May 20, 1996, the City Council
approved the execution of a joint exercise of powers agreement ( "JPA ") with the former
Petaluma Community Development Commission ( "PCDC ") pursuant to Government Code
section 6500 and following creating the Petaluma Public Financing Authority ( "Authority ") so
that the Authority could provide financing of all or a part of the cost of public capital
M
improvements for the parties through the Bond Act and any other financing procedure legally
available to the parties; and
WHEREAS, pursuant to the JPA, the JPA parties delegated to the Authority the power
and duty to acquire, by lease, lease- purchase, installment sale agreements, or otherwise, public
Capital Improvements necessary or convenient for the operation of the parties; and
WHEREAS, pursuant to the JPA, the members of the City Council constitute the
Authority Board and the City Finance Director is appointed the Treasurer of the Authority; and
WHEREAS, by Resolution No. 2016 -01 adopted March 7, 016, the Authority designated
and appointed the City Manager to serve as Executive Director of the Authority; and
WHEREAS, by Resolution No. 2012 -119 N.C.S. adopted August 6, 2012, the City
Council elected to form a Successor Agency ( "Agency ") to the former PCDC pursuant to AB-
1484 to assume responsibility of the liabilities and obligations of the former PCDC and declared
the members of the City Council to be the Agency governing board; and
WHEREAS, by Resolution No. 2012 -01 the Agency adopted administrative, governance
and operating rules for the Agency and designated administrative officers of the Agency; and
WHEREAS, by virtue of assuming the obligations of the formerxCDC, the Agency has
also succeeded the former PCDC as party to the JPA with the City creating the Authority;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of
Petaluma as follows:
1. Recitals Made Findings. The above recitals are declared to be true and correct and
findings of the City Council.
2. Approval of Financing Instruments. The City Council hereby approves of each of
the following documents which are made a part of this resolution by reference and
required for issuance of a loan in a principal amount not -to- exceed $3,025,000 from
the City Wastewater Utility Fund to the Petaluma Public Financing Authority for
purchase and lease of vehicles and equipment:
a. Promissory note for interfund loan issued by the Petaluma Public Financing
Authority to the City evidencing the obligation of the Authority to repay to the
City for the benefit of its Wastewater Utility Fund principal and interest
payments on a loan in a principal amount not -to- exceed $3,025,000 for
purchase of vehicles and equipment.
b. Lease agreement between the Petaluma Public Finance Authority as lessor and
the City as lessee leasing vehicles and equipment to the City subject to an
annually renewing obligation to make annual lease paYneints to the Authority.
3. Official Actions. The Mayor, City Manager, Finance Director, City Clerk and City
Attorney and /or their delegees or designees, are authorized and directed, on behalf of
the City, to do any and all things and take any and all actions including execution and
delivery of any and all documents necessary or advisable in order to consummate the
loan and lease obligations authorized herein substantially in accordance with the
exhibits to this resolution, including any final changes deemed advisable by such
officers authorized hereby.
4. Effective Date. This resolution will take effect immediately upon its passage.
Attachment 2
RESOLUTION OF THE PETALUMA PUBLIC FINANCING AUTHORITY
APPROVING A LOAN IN A PRINCIPAL AMOUNT NOT -TO- EXCEED $3,025,000
FROM THE WASTEWATER UTILITY FUND TO THE PETALUMA PUBLIC
FINANCING AUTHORITY FOR PURCHASE OF VEHICLES AND A LEASE
FROM THE PETALUMA PUBLIC FINANCING AUTHORITY TO THE CITY FOR
ACQUISITION AND USE OF VEHICLES AND EQUIPMENT
WHEREAS, the City Police and Fire Departments are in nded of critical vehicles and
equipment to perform public safety services for the City; and
WHEREAS, adequate funding does not currently exist in in the Vehicle and Equipment
Replacement Fund for the purchase of such vehicles and emergency equipment; and
WHEREAS, the City's Wastewater Utility Fund has a projected undesignated reserve
balance of $30.4 million as of June 30, 2016; and
WHEREAS, it is the policy of the City Council that interfund loans are repaid in fifteen
(15) years or less, and that interest should be paid on such loans; and
WHEREAS, on May 16, 2016, the City Council adopted Resolution No. 2016 -073
N.C.S. approving an interfund loan from the Wastewater Utility Fund to augment the Vehicle
and Equipment Replacement Fund for purchase of critical public safety vehicles and equipment,
and specifying that such loan shall be formalized pursuant to a promissory note, be in a principal
amount not to exceed $3,025,000 unless authorized by the City Council, bear interest at the rate
of 1.25% per annum, accruing annually, with the first loan payment, including interest, to be
made during Fiscal Year 2016/2017 and every year thereafter, in eight _(8) equal installments,
such that the entire principal and interest shall be repaid on or before June 30, 2025, unless
extended by the City Council; and
WHEREAS, Article XVI, Section 18 of the California Constitution, commonly referred
to as the Constitutional Debt Limit, prohibits committing future year General Fund revenues of
the City unless approved by 2/3 of the City's voters; and
WHEREAS, the Constitutional Debt Limit only applies to General Fund revenues, and
does not apply to special funds such as the City's Wastewater Utility Fund; and
WHEREAS, the Marks -Roos Local Bond Pooling Act of 1985 ( "the Bond Act "),
Government Code Section 6584 and following, authorizes the creation of financing authorities
pursuant to the Bond Act and the Joint Exercise of Powers Law, Government Code Section 6500
and following; and
WHEREAS, by Resolution No. 96 -131 N.C.S. adopted May 20, 1996, the City Council
approved the execution of a joint exercise of powers agreement ( "JPA ") with the former
Petaluma Community Development Commission ( "PCDC ") pursuant to Government Code
section 6500 and following creating the Petaluma Public Financing Authority ( "Authority ") so
that the Authority could provide financing of all or a part of the cost of-public capital
7
improvements for the parties through the Bond Act and any other financing procedure legally
available to the parties; and
WHEREAS, pursuant to the JPA, the JPA parties delegated to the Authority the power
and duty to acquire, by lease, lease- purchase, installment sale agreements, or otherwise, public
Capital Improvements necessary or convenient for the operation of the parties; and
WHEREAS, pursuant to the JPA, the members of the City Council constitute the
Authority Board and the City Finance Director is appointed the Treasurer of the Authority; and
WHEREAS, by Resolution No. 2016 -01 adopted March 7, 016, the Authority designated
and appointed the City Manager to serve as Executive Director of the Authority; and
WHEREAS, by Resolution No. 2012 -119 N.C.S. adopted August 6, 2012, the City
Council elected to form a Successor Agency ( "Agency ") to the former PCDC pursuant to AB-
1484 to assume responsibility of the liabilities and obligations of the former PCDC and declared
the members of the City Council to be the Agency governing board; and
WHEREAS, by Resolution No. 2012 -01 the Agency adopted administrative, governance
and operating rules for the Agency and designated administrative officers of the Agency; and
WHEREAS, by virtue of assuming the obligations of the former PCDC, the Agency has
also succeeded the former PCDC as party to the JPA with the City creating the Authority;
NOW, THEREFORE, BE IT RESOLVED, by the Board of the Authority as follows:
1. Recitals Made Findings. The above recitals are declared to be true and correct and
findings of the Board of the Authority.
2. Approval of Financing Instruments. The Board of the Authority hereby approves
of each of the following documents which are made a part of this resolution by
reference and required for issuance of a loan in a principal amount not -to- exceed
$3,025,000 from the City Wastewater Utility Fund to the Petaluma Public Financing
Authority for purchase and lease of vehicles and equipment: -
a. Promissory note for interfund loan issued by the Petaluma Public Financing
Authority to the City evidencing the obligation of the Authority to repay to the
City for the benefit of its Wastewater Utility Fund principal and interest payments
on a loan in a principal amount not -to- exceed $3,025,000 for purchase of vehicles
and equipment.
b. Lease agreement between the Petaluma Public Finance Authority as lessor and the
City as lessee leasing vehicles and equipment to the City subject to an annually
renewing obligation to make annual lease payments to the Authority.
3. Appointment of Secretary and Legal Advisor.
a. In accordance with Section 3.01 of the JPA agreement between the City and the
Agency creating the Authority, the City Clerk is hereby appointed to serve as the
Secretary of the Authority. The Secretary may only act on behalf of the Authority
as directed by resolution of the Authority.
b. In accordance with Section 3.05 of the JPA agreement between the City and the
Agency creating the Authority, the City Attorney is hereby appointed to serve as
the Legal Advisor of the Authority. The Legal Advisor may only act on behalf of
the Authority as directed by resolution of the Authority.
4. Official Actions. The Chair, Executive Director, Treasurer, Secretary and Legal
Advisor and /or their delegees or designees, are authorized and directed, on behalf of
the Authority, to do any and all things and take any and all actions including
execution and delivery of any and all documents necessary or advisable in order to
consummate the loan and lease obligations authorized herein substantially in
accordance with the exhibits to this resolution, including any final changes deemed
advisable by such officers authorized hereby.
5. Effective Date. This resolution will take effect immediately upon its passage..
9
Attachment 3
PETALUMA PUBLIC FINANCING AUTHORITY
PROMISSORY NOTE FOR INTERFUND LOAN FROM THE WASTEWATER
ENTERPRISE FUND FOR PURCHASE AND LEASE OF VEHICLES AND
EQUIPMENT
This Promissory Note (Note) for an interfund loan is executed as of , 2016, by the
Treasurer of the Petaluma Financing Authority, acting as custodian of the funds of the Authority,
and the Executive Director of the Authority, acting for the Financing Authority Board in
implementation of the directives and authority of Resolution Number 2016- , adopted
on July 11, 2016.
1. The Treasurer shall transfer to a fund of the Authority from the City's Wastewater
Enterprise Fund interfund loan proceeds in a principal amount not to exceed
$3,025,000 for purchase using Authority funds the following necessary critical
emergency vehicles and equipment for subsequent lease of same by the Authority to
the City:
2 ambulances
$ 340,000
1 ladder truck
1,250,000
1 fire engine
520,000
15 police patrol vehicles
825,000
2 police motorcycles
60,000
1 police investigation vehicle
30,000
Total
$3,025,000
2. Interest shall accrue on the interfund loan annually, compounding monthly, beginning
July 1, 2016, on the principal sum at the rate of 1.25% per annum.
3. Payment of principal and all interest accrued shall begin on June 30, 2017, and shall
be made in eight (8) equal annual installments for the benefit of the Wastewater
Enterprise Fund such that the entire principal and accrued interest shall be fully
repaid to the Wastewater Enterprise Fund on or before June 30, 2025,
4. The full sum of the interfund loan including all principal and interest otherwise
remaining unpaid pursuant to this Promissory Note is due and payable no later than
June 30, 2025. The full sum or any partial payment of principal may be prepaid with
no penalty.
5. This Note is subject to the terms of the Petaluma Financing Authority Resolution
Number 2016-
[Signatures on next page]
[[17
Executed as of the date first above written
CITY OF PETALUMA, CA
IM
IC
Bill Mushallo, Petaluma Financing Authority Treasurer
John Brown, Petaluma Financing Authority Executive Director
Approved as to form by:
Eric Danly, Petaluma Financing Authority Legal Advisor
Claire Cooper, Petaluma City Clerk
11
Attachment 4
LEASE AGREEMENT BETWEEN THE PETALUMA PUBLIC FINANCING
AUTHORITY
AND THE CITY OF PETALUMA FOR USE AND ACQUISITION OF VEHICLES AND
EQUIPMENT
This lease agreement for use and acquisition of vehicles and equipment ( "Agreement ")
dated as of is entered by and between the Petaluma Public Financing Authority
( "Authority "), a joint exercise of powers authority organized and existing under the Joint
Exercise of Powers Law, Government Code Section 6500 and following, as lessor, and the City
of Petaluma ( "City "), a municipal corporation and charter city, organized and existing under the
Constitution and laws of the State of California, as lessee.
Recitals
WHEREAS, the City Police and Fire Departments are in need of critical vehicles and
equipment to perform public safety services for the City; and
WHEREAS, adequate funding does not currently exist in in the Vehicle and Equipment
Replacement Fund for the purchase of such vehicles and emergency equipment; and
WHEREAS, the City's Wastewater Utility Fund has a projected undesignated reserve
balance of $30.4 million as of June 30, 2016; and ` -_1
WHEREAS, it is.the policy of the City Council that interfund loans are repaid in fifteen
(15) years or less, and that interest should be paid on such loans; and
WHEREAS, on May 16, 2016, the City Council adopted Resolution No. 2016 -073
N.C.S. approving an interfund loan from the Wastewater Utility Fund to augment the Vehicle
and Equipment Replacement Fund for purchase of critical public safety vehicles and equipment,
and specifying that such loan shall be formalized pursuant to a promissory note, be in a principal
amount not to exceed $3,025,000 unless authorized by the City Council, bear interest at the rate
of 1.25% per annum, accruing annually, with the first loan payment, including interest, to be
made during Fiscal Year 2016/2017 and every year thereafter, in 8 equal installments, such that
the entire principal and interest shall be repaid on or before June 30, 2025, unless extended by
the City Council; and
WHEREAS, Article XVI, Section 18 of the California Constitution, commonly referred
to as the Constitutional Debt Limit, prohibits committing future year general fund revenues of
the City unless approved by 2/3 of the City's voters; and
WHEREAS, the Constitutional Debt Limit only applies to General Fund revenues, and
does not apply to special funds such as the City's Wastewater Utility Pund; and
WHEREAS, the Marks -Roos Local Bond Pooling Act of 1985 ( "the Bond Act "),
Government Code Section 6584 and following, authorizes the creation of financing authorities
pursuant to the Bond Act and the Joint Exercise of Powers Law, Government Code Section 6500
and following; and
12
WHEREAS, by Resolution No. 96 -131 N.C.S. adopted May 20, 1996, the City Council
approved the execution of a joint exercise of powers agreement ( "JPA ") with the former
Petaluma Community Development Commission ( "PCDC ") pursuant to Government Code
section 6500 and following creating the Petaluma Public Financing Authority ( "Authority ") so
that the Authority could provide financing of all or a part of the cost of public capital
improvements for the parties through the Bond Act and any other financing procedure legally
available to the parties; and _.
WHEREAS, pursuant to the JPA, the JPA parties delegated to the Authority the power
and duty to acquire, by lease, lease- purchase, installment sale agreements, or otherwise, public
Capital Improvements necessary or convenient for the operation of the parties; and
WHEREAS, pursuant to the JPA, the members of the City Council constitute the
Authority Board and the City Finance Director is appointed the Treasure of the Authority; and
WHEREAS, by Resolution No. 2016 -01 adopted March 7, 016, the Authority designated
and appointed the City Manager to serve as Executive Director of the Authority; and
WHEREAS, by Resolution No. 2012 -119 N.C.S. adopted August 6, 2012, the City
Council elected to form a Successor Agency ( "Agency ") to the former PCDC pursuant to AB-
1484 to assume responsibility of the liabilities and obligations of the former PCDC and declared
the members of the City Council to be the Agency governing board; and
WHEREAS, by Resolution No. 2012 -01 the Agency adopted administrative, governance
and operating rules for the Agency and designated administrative officers of the Agency; and
WHEREAS, by virtue of assuming the obligations of the former -'CDC the Agency has
also succeeded the former PCDC as party to the JPA with the City creating the Authority; and
WHEREAS, the City, by Resolution - N.C.S. adopted July 11, 2016 and the
Authority, by resolution 2016 - have each approved of each of the following documents:
a. Promissory note for interfund loan issued by the Petaluma Public Financing
Authority to the City evidencing the obligation of the Authority to repay to the
City for the benefit of its Wastewater Utility Fund principal and interest payments
on a loan in a principal amount not -to- exceed $3,025,000 for purchase of vehicles
and equipment ( "Equipment ").
b. Lease agreement between the Petaluma Public Finance Authority as lessor and the
City as lessee leasing vehicles and equipment to the City subject to an annually
renewing obligation to make annual lease payments to the Authority; and
WHEREAS, by Resolution - N.C.S. the City has authorized and directed the
Mayor, City Manager, Finance Director, Clerk and City Attorney, and by resolution 2016 -
the Authority has authorized and directed the Chair, Executive Director, Treasurer,
Secretary, and Legal Advisor and /or their delegees or designees to do any and all things and take
any and all actions including execution and delivery of any and all documents necessary or
advisable in order to consummate the loan and lease obligations,. including any final changes
deemed advisable by such officers;
13
Agreement
NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of
which are hereby acknowledged, and in consideration of the promises herein contained, the
Authority and City ( "Parties ") herby agree as follows:
1. City Representations.
a. To the best of the City's knowledge no violation of the terms of this
Agreement ( "Default ") exists as of the date this Agreement is entered.
b. During the term of this Agreement ( "Lease Term ") the City will use the
Equipment only for performing governmental functions. City does not intend
to sell or otherwise dispose of the Equipment before making the final
installment of the scheduled payments under this. Agreement ( "Lease
Payments ").
c. The City has an immediate need for the Equipment and will make immediate
use of the Equipment. The City's need for the Equipment is not temporary
and will not diminish during the Lease Term.
d. The Lease Payments are not secured by any interest in property by other than
a state or local government or derived from payments to be used by other than
a state or local agency and the Equipment will only be used by a state or local
agency.
e. To the best of the City's knowledge after reasonable investigation there is no
pending suit or other proceedings that may adversely affect this Agreement or
the City's fulfillment of its obligations under this Agreement.
2. Lease Grant. The Authority hereby leases to the City the Equipment, which is
more particularly described in Exhibit A, which is made a part of this Agreement.
The City accepts the use and possession of the Equipment.
3. Continuation of Lease Term. The City intends, subject to Sections 4 and 5(c),
to continue the Lease Term until all the Lease Payments have been made. The
City has appropriated sufficient funds to pay the Lease Payment during the
current fiscal year and the City reasonably believes that sufficient funds to pay all
Lease Payments during the Lease Term will be available°ft-orn City funds.
4. Abatement. If during the Lease Term there is substantial interference with the
City's beneficial use of the Equipment the Lease Payments due under this
Agreement will be abated equal to the value of the Equipment that is unavailable
for the City's beneficial use. The City will give the Authority notice of any
substantial interference with the City's beneficial use of the Equipment. In case
of abatement of Lease Payments under this Agreement the Lease Term will be
extended by the period of time required to complete all Lease Payments due in
accordance with the terms of this Agreement. For purposes of this Agreement,
normal maintenance of the Equipment will not constitute substantial interference
with the City's beneficial use of the Equipment.
5. Lease Payments.
a. Subject to Sections 4 and 5(c), the City will pay to the Authority the Lease
Payments on the dates and in the amounts specified in the Payment Schedule
in Exhibit B, which is made a part of this Agreement.
b. Each Lease Payment required to be paid under this Agreement includes
amounts due for principal and interest as specified in the Payment Schedule.
14
c. The City's obligation to pay Lease Payments under this Agreement is a
current expense during each fiscal year a Lease Payment is due, shall be paid
from the City's General Fund or other legally available funds and does not
constitute a City debt in violation of the Constitutional Debt Limit. Nothing
in this Agreement may be construed to pledge City general tax revenues prior
to the City's appropriation of such revenues.
d. Subject to Sections 4 and 5(c), the City's obligation to pay lease payments in
accordance with this Agreement is unconditional.
e. The City agrees to use reasonable efforts to avoid any action that would cause
the interest component of the Lease Payments to become taxable.
L Subject to Sections 4 and 5(c), the City agrees to take all actions necessary to
budget for, appropriate and maintain sufficient funds to meet its Lease
Payment obligations under this Agreement.
6. Purchase and Delivery of Equipment to City. The City will in coordination
with the Authority arrange for the ordering, purchase, deUery, inspection and
acceptance of the Equipment in accordance with City procedures applicable to
such purchases, and the Authority will fund such Equipment purchases using the
Wastewater Enterprise Fund interfund loan proceeds in a principal amount not -to-
exceed $3,025,000. Upon invoicing and payment of the final Equipment
purchases pursuant to this Agreement, the Leased Equipment list in Attachment A
will be updated to accurately list the Equipment purchased and subject to lease
and the purchase cost. At the same time, the Payment Schedule in Exhibit B will
be updated to accurately list the payments that shall be due under this Agreement,
including principal and interest payments, so as to provide for payment of all
principal and interest due in accordance with the terms of this Agreement within
the Agreement Term.
7. Equipment Use and Maintenance. The City will use, operate and maintain the
Equipment in good repair and in accordance with all applicable laws and
regulations.
8. Equipment Title and Security. Throughout the Lease Term the City will hold
title to the Equipment subject to the leasehold and other interests of the Authority
pursuant to this Agreement. Upon full payment or prepayment of all Lease
Payments under this Agreement, the Authority's leasehold and security interests
under this Agreement will automatically expire. As security for payment of the
Lease Payments due under this Agreement, the City giants—the Authority a first
priority security interest in and lien on the Equipment.
9. Equipment Insurance. During the Lease Term the City will maintain its
program of self - insurance, which Authority hereby approves, naming the
Authority as loss payee and additional insured insuring the Equipment against
loss, damage and other risks in an amount at least equal to the total Lease
Payments due under this Agreement and protecting the Authority and the City
from liability arising from or related to the Equipment in accordance with the
City's existing self - insurance program and coverage limits, and applicable law.
10. Prepayment. The City may prepay in whole or in part the Lease Payments due
under this Agreement at any time without penalty upon notice to the Authority.
11. City Remedies. Upon occurrence of a Default on the Authority's obligations
under this Agreement, after providing Authority notice and a reasonable
opportunity to cure, the City may, without terminating this Agreement, take any
available action in law or equity to enforce its rights under this Agreement.
15
12. Authority Remedies; No Acceleration. Upon occurrence of a Default on the
City's obligations under this Agreement, after providing City notice and a
reasonable opportunity cure, the Authority may, without terminating this
Agreement, take any available action in law or equity to enforce its rights under
this Agreement, including an action to collect any Lease Payments that are due.
However, in no event shall the Authority have the right to accelerate or declare
immediately due any Lease Payments not then in default.
13. Notice. All notices under this Agreement will be deemed given when delivered
or mailed by U.S. Mail, postage prepaid, or delivered by overnight carrier, or sent
by facsimile transmission with electronic confirmation to the Parties to this
Agreement at the addresses immediately after the signatures to this Agreement.
14. Binding Effect. This Agreement shall inure to the benefit of and be binding on
the Authority and City and their respective successors and assigns.
15. Severability. In the event any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision of this Agreement.
16. Amendments. This Agreement may only be amended by the Authority and the
City in writing. a
17. Execution in Counterparts and Facsimile. This Agreement may be
simultaneously executed in several counterparts including by facsimile, each of
which shall be deemed originals and constituting one and the same instrument.
18. Applicable Law. This Agreement is governed by the laws of the State
California.
19. Entire Agreement. This Agreement constitutes the entire agreement of the
Authority and the City concerning its subject matter.
[Signatures on next page]
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AUTHORITY:
CITY:
Petaluma Public Financing Authority
City of Petaluma
c/o City of Petaluma
11 English Street
11 English Street
Petaluma, California 94952
Petaluma, California 94952
Fax: (707) 931 -0667
Fax: (707) 931 -0667
Attention: City Manager
Attention: Authority Executive Director
By:
By:
John C. Brown
John C. Brown
Executive Director
City Manager
Attest:
Attest:
Claire Cooper
Claire Cooper
. Secretary
City Clerk
Approved as to form:
Approved as to form:
Eric W. Danly
Eric W. Danly
Authority Legal Advisor
City Attorney
17
Exhibit A - Leased Equipment
2 ambulances
$ 340,000
1 ladder truck
1,250,000
1 fire engine
520,000
15 police patrol vehicles
825,000
2 police motorcycles
60,000
1 police investigation vehicle
30,000
Total
$ 3,025,000
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Compound Period:
Nominal Annual Rate:
CASH FLOW DATA
Monthly
1.250%
Exhibit B — Payment Schedule
Event Date Amount Number Period End Date
1 Loan
8/1/2016
3,025,000.00
1
2 Payment
10/1/2016
395,275.70
7
Annual
3 Payment
10/1/2023
398,718.29
1
AMORTIZATION SCHEDULE - Normal
Amortization
Date
Payment
Interest
Principal
Balance
Loan 8/1/2016
3,025,000.00
1 10/1/2016
395,275.70
6,305.37
388,970.33
2,636,029.67
2016 Totals
395,275.70
6,305.37
388,970.33
2 10/1/2017
395,275.70
33,139.81
362,135.89
2,273,893.78
2017 Totals
395,275.70
33,139.81
362,135.89
0
3 10/1/2018
395,275.70
28,587.08
366,688.62
1,907,205.16
2018 Totals
395,275.70
28,587.08
366,688.62
4 10/1/2019
395,275.70
23,977.12
371,298.58
1,535,906.58
2019 Totals
395,275.70
23,977.12
371,298.58
5 10/1/2020
395,275.70
19,309.21
375,966.49
1,159,940.09
2020 Totals
395,275.70
19,309.21
375,966.49
6 10/1/2021
395,275.70
14,582.61
380,693.09
779,247.00
2021 Totals
395,275.70
14,582.61
380,693.09
7 10/1/2022
395,275.70
9,796.59
385,479.11
393,767.89
2022 Totals
395,275.70
9,796.59
385,479.11
8 10/1/2023
398,718.29
4,950.40
393,767.89
0.00
2023 Totals
398,718.29
4,950.40
393,767.89
Grand Totals
3,165,648.19
140,648.19
3,025,000.00
19
10/1/2022