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HomeMy WebLinkAboutResolution 2019-133 N.C.S. 08/05/2019Resolution No. 2019-133 N.C.S. of the City of Petaluma, California RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PETALUMA AUTHORIZING THE SALE AND ISSUANCE OF WASTEWATER REVENUE REFUNDING BONDS TO REFINANCE OUTSTANDING WASTEWATER SYSTEM OBLIGATIONS OF THE CITY IN AN AMOUNT NOT TO EXCEED $80,000,000, 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, to finance Wastewater System improvements, the City 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, which is currently outstanding in the amount of $73,587,664 (the "SRF Loan"); and WHEREAS, pursuant to the terms of the SRF Loan, the City may prepay the outstanding principal balance of the SRF Loan, in whole or in part, on any date, together with accrued interest thereon to the prepayment date, without premium; and WHEREAS, at current market interest rates, the City can refinance the SRF Loan and in so doing, realize significant interest cost savings; and WHEREAS, the City Council wishes at this time to authorize the sale and issuance of City of Petaluma 2019 Wastewater Revenue Refunding Bonds (the "Refunding Bonds") under the Bond Law (as herein defined) to provide funds to prepay amounts outstanding under the SRF Loan, such Refunding Bonds to be secured by a pledge of the Net Revenues of the Wastewater System on a parity with the City's outstanding wastewater revenue refunding bonds that were issued in 2017; and 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 prepay amounts outstanding under the SRF Loan and to pay the costs of selling and issuing the Refunding Bonds. 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 Resolution No. 2019-133 N.C.S. Page 1 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 SRF Loan. The City Council hereby authorizes and approves the refinancing of the SRF Loan 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. The City Council hereby authorizes the sale of the Refunding Bonds through a public offering; provided, however, that the principal amount of the Refunding Bonds shall not exceed $80,000,000, and the net present value savings from such refinancing shall equal not less than 3.0% of the outstanding principal amount of the SRF Loan. 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, after consultation with the City's registered municipal advisor. If a competitive sale is chosen, the sale of the Refunding Bonds shall be undertaken pursuant to and in accordance with the notice of sale on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the City's municipal advisor and approved by the City's bond counsel and 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 the 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. Section 4. Official Statement; Continuing Disclosure Certificate. 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. The City Council hereby approves the Continuing Disclosure Certificate to be executed by the City, the form of which is attached as an exhibit to the Preliminary Official Statement. Each of the Authorized Officers is hereby authorized and directed to approve any changes in or additions to a final form of said Continuing Disclosure Certificate, and the execution thereof by an Authorized Officer shall be conclusive evidence of approval of any such changes and additions. The final Continuing Disclosure Certificate shall be executed in the name and on behalf of the City by an Authorized Officer. Resolution No. 2019-133 N.C.S. Page 2 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 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 pricing terms resulting from the sale of the Refunding Bonds, which terms 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. 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 registered 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 US LLP to act as disclosure counsel to the City, and the firm of Bartle Wells Associates to act as Utility Rate Consultant to the City. Each of the Authorized Officers is hereby authorized and directed to execute an agreement with each of the foregoing, in substantially the forms on file with the City Clerk. Section 7. Official Actions. The Mayor, the City Manager, the Finance Director, the City Attorney and the City Clerk are each 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 refinance the SRF Loan and consummate the transactions described herein. 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 App v�'d as to Council of the City of Petaluma at a Regular meeting on the 51h day of August 2019, by the following vote: City�rorney AYES: Mayor Barrett; Fischer; Healy; Kearney; King; Miller NOES: None ABSENT: Vice Mayor McDonnell ABSTAIN: None - ATTEST: Deputy City Clerk Mayor Resolution No. 2019-133 N.C.S. Page 3