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HomeMy WebLinkAboutResolution 2017-074 N.C.S. 05/15/2017Resolution No. 2017-074 N.C.S. of the City of Petaluma, California RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PETALUMA AUTHORIZING THE ISSUANCE AND SALE OF WASTEWATER REVENUE REFUNDING BONDS TO REFINANCE OUTSTANDING WASTEWATER REVENUE OBLIGATIONS OF THE CITY, AUTHORIZING PUBLIC OR PRIVATE SALE OF THE BONDS, APPROVING OFFICIAL STATEMENT AND APPROVING RELATED AGREEMENTS AND ACTIONS WHEREAS, the City of Petaluma (the "City") owns and operates a public enterprise for the collection, treatment and disposal of wastewater within the service area of the City (the "Wastewater System"); and WHEREAS, the City has heretofore authorized, issued and sold $22,465,000 original principal amount of its City of Petaluma 2011 Wastewater Revenue Refunding Bonds (the "2011 Bonds") pursuant to an Indenture of Trust dated as of February 1, 2011 (the "2011 Indenture"), by and between the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the "2011 Trustee"), which are presently outstanding in the principal amount of $22,465,000; and WHEREAS, under the 2011 Indenture, the City has the right to redeem the 2011 Bonds on any date on or after May 1, 2 02 1, at a redemption price equal to the principal amount to be redeemed, plus accrued interest to the date fixed for redemption, without premium; and WHEREAS, the City wishes at this time to refinance the 2011 Bonds in accordance with the 2011 Indenture; and WHEREAS, the City has previously entered into an Interagency Sales Agreement (No. 05-803-550- 0) with the State Water Resources Control Board in 2006, and amended as of October 17, 2007, in the maximum principal amount of $125,964,254 (the "SRF Loan"); and WHEREAS, the City Council wishes at this time to authorize the issuance and sale of City of Petaluma 2017 Wastewater Revenue Refunding Bonds (the "Refunding Bonds") under the Bond Law (as herein defined) to provide funds to defease and provide for the redemption of the 2011 Bonds, such Refunding Bonds to be secured by a pledge of the Net Revenues of the Wastewater System on a parity with the SRF Loan; and WHEREAS, the City Council of the City has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the City; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Petaluma as follows: Section 1. Issuance of Refunding Bonds; Approval of Indenture. The City Council hereby authorizes the issuance of the Refunding Bonds under the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53570 of said Code (the "Bond Law"), for the purpose of providing funds to refinance the 2011 Bonds, fund a reserve fund for the Refunding Bonds (if necessary) and pay the costs of issuing and selling the Refunding Bonds, Resolution No. 2017-074 N.C.S. Page 1 The Refunding Bonds shall be issued under an Indenture of Trust between the City and The Bank of New York Mellon Trust Company, N.A., as trustee, which is hereby approved in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Manager or Finance Director, acting alone or together (each an "Authorized Officer"), and the execution thereof by an Authorized Officer shall be conclusive evidence of the approval of such changes and additions. The City Council hereby authorizes and directs an Authorized Officer to execute, and the City Clerk to attest, said form of the Indenture of Trust for and in the name of the City. The City Council hereby authorizes the delivery and performance of the Indenture of Trust. Section 2. Refinancing of the 2011 Bonds. The City Council hereby authorizes and approves the refinancing of the 2011 Bonds from the proceeds of the Refunding Bonds. Such refinancing shall be accomplished as provided in the Indenture. Section 3. Sale of Refunding Bonds via Public Offering or Private Placement. The City Council hereby authorizes the sale of the Refunding Bonds through either a public offering or private placement, the final determination to be made by an Authorized Officer; provided, however, that the principal amount of the Refunding Bonds shall not exceed $25,000,000, the underwriter's discount (if a public offering) shall not exceed 1.00%, and the net present value savings to the City shall be at least 5.00% of the outstanding principal amount of the 2011 Bonds. If a public offering is selected by an Authorized Officer, such public offering may be accomplished by either competitive bidding or through negotiation with an underwriter, as determined by an Authorized Officer to be in the best interests of the City. If competitive sale is chosen, the sale of the Refunding Bonds shall be undertaken pursuant to and in accordance with a notice of sale to be prepared by the City's municipal advisor and approved by an Authorized Officer. The City Council hereby delegates to each of the Authorized Officers the authority to accept an offer from the winning bidder to purchase the Refunding Bonds from the City. In the alternative, the City Council hereby delegates to each of the Authorized Officers authority to enter into a negotiated sale of the Refunding Bonds pursuant to a bond purchase agreement with an underwriter selected by an Authorized Officer. If a private placement sale is selected by an Authorized Officer, such private placement shall be undertaken pursuant to and in accordance with a process for the solicitation of bids from banks, lenders and other financial institutions as directed by the City's placement agent in consultation with the City's municipal advisor and approved by an Authorized Officer. Section 4. Official Statement. In the event necessary for public sale, the City Council hereby approves the Preliminary Official Statement describing the Refunding Bonds in the form on file with the City Clerk, and authorizes each of the Authorized Officers to approve revisions to said Preliminary Official Statement if and to the extent necessary for distribution in connection with a public offering of the Refunding Bonds. An Authorized Officer shall execute a certificate deeming the Preliminary Official Statement, as so revised, to be nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934. Distribution of the Preliminary Official Statement by the underwriter of the Refunding Bonds to prospective purchasers of the Refunding Bonds is hereby approved. Each of the Authorized Officers is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by an Authorized Officer shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the final Official Statement by the underwriter. The final Official Statement shall be executed in the name and on behalf of the City by an Authorized Officer. Section 5. Documents in Substantially Final Form; Further Authority. The documents on file with the City Clerk and herein approved are in substantially final form; that is, they are final as to important business terms such as the rate covenant undertaken by the City as to the wastewater rates the City will Resolution No. 2017-074 N.C.S. Page 2 enact so long as the Refunding Bonds are outstanding, and parity bond restrictions, governing limitations on future issues of bonds secured by net revenues of the Wastewater System, but do not contain the numbers resulting from the sale of the Refunding Bonds, which numbers will be inserted once the Refunding Bonds are sold. This resolution is intended to be a "parameters resolution," in which the City Council approves a refunding wastewater revenue bond issue at a not to exceed principal amount and a minimum savings threshold, payable solely from net revenues of the Wastewater System. Each of the Authorized Officers is authorized to purchase on behalf of the City a municipal bond insurance policy and/or debt service reserve fund policy and to comply with the terms of such policies. The officers of this City are hereby authorized and directed to execute all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of this Resolution, and the execution or taking of such action shall be conclusive evidence of such necessity or advisability. Section 6. Engagement of Professional Services. In connection with the issuance and sale of the Refunding Bonds, the City Council hereby authorizes Steven Gortler to act as municipal advisor to the City, the firm of Jones Hall, A Professional Law Corporation, to act as bond counsel to the City, the firm of Norton Rose Fulbright to act as disclosure counsel to the City and the firm of Hilltop Securities to act as placement agent to the City. Each of the Authorized Officers is hereby authorized and directed to execute an agreement with each of the foregoing, in the forms on file with the City Clerk, Section 7. Official Actions. The Mayor, the City Manager, the Finance Director, the City Attorney, the City Clerk and any and all other officers of the City are hereby authorized and directed, for and in the name and 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 assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the transactions described herein. Whenever in this resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf if such officer is absent or unavailable. Section 8. Effective Date, This Resolution shall take effect from and after the date of its passage and adoption. Under the power and authority conferred upon this Council by the Charter of said City. REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Appr ved as to Council of the City of Petaluma at a Regular meeting on the 15th day of May, 2017, orm: by the following vote: ity Attorney AYES: Albertson, Vice Mayor Barrett, Mayor Glass, Healy, Kearney, King, Miller NOES: None ABSENT: None ABSTAIN: None ATTEST:` City Clerk ro Tem Mayor Resolution No. 2017-074 N.C.S. Page 3