Resolution Number 17-12-05-06RESOLUTION 17-12-05-06
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SAN JUAN CAPISTRANO, CALIFORNIA, AUTHORIZING THE
EXECUTION AND DELIVERY OF AN INSTALLMENT
PURCHASE AGREEMENT TO REFINANCE 2009
CERTIFICATES OF PARTICIPATION AND AUTHORIZING
EXECUTION OF AND APPROVING RELATED AGREEMENTS
AND OFFICIAL ACTIONS
WHEREAS, the City of San Juan Capistrano (the "City") issued its 2009 Revenue
Certificates of Participation in the original principal amount of $11,140,000 (the "2009
Certificates"), for the purpose of financing certain water facilities; such 2009 Certificates
were secured by payments to be made pursuant to an Installment Purchase Agreement,
dated as of April 1, 2009, between the San Juan Capistrano Public Financing Authority
(the "Authority") and the City (the "2009 Installment Purchase Agreement"); and
WHEREAS, interest rates have declined since the 2009 Certificates were issued,
and the City will receive economic benefit by refunding the 2009 Certificates and the
2009 Installment Purchase Agreement; and
WHEREAS, the City Council has determined that it is in the interests of the City
at this time to provide for the execution and delivery of an Installment Purchase
Agreement to refund the 2009 Certificates and the 2009 Installment Purchase
Agreement; and
WHEREAS, the City has determined that an installment purchase agreement
should be offered for private placement and have received bids from proposed
purchasing banks, as a result of such bid City National Bank was determined to provide
the most favorable terms to the City; and
WHEREAS, the City Council, including all subordinate entities thereof, does not
anticipate that it will issue tax-exempt obligations in excess of $10,000,000 in the 2017
calendar year; and
WHEREAS, there is presented a form of Installment Purchase Agreement dated
as of December 1, 2017 (the "2017 Obligation"), by and between the City and Public
Property Financing Corporation of California, as Seller, which will be assigned by the
Seller to City National Bank pursuant to an Assignment Agreement, dated as of
December 1, 2017; and
WHEREAS, the City Council wishes at this time to authorize all proceedings
relating to the delivery of the 2017 Obligation and all other agreements and documents
relating thereto;
NOW, THEREFORE, the City Council of the City of San Juan Capistrano does
hereby resolve, determine and order as follows:
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SECTION 1. Delivery of 2017 Obligation . The City Council hereby authorizes
the delivery of the 2017 Obligation, so long as the net present value savings to be
achieved by the issuance of the 2017 Obligation shall be at least 3% of the principal
amount of the 2009 Certificates remaining outstanding and in a principal amount not to
exceed $8,700,000. The City Council hereby approves the 2017 Obligation in
substantially the form on file with the City Clerk, together with any changes therein or
additions thereto deemed advisable by the City Manager, the Finance Director and/or
the City Clerk (together the "Authorized Officers"), whose execution thereof shall be
conclusive evidence of such approval. The Authorized Officers are hereby authorized
and directed for and in the name and on behalf of the City to execute, and the City Clerk
is hereby authorized and directed to attest, the final form of the Indenture.
SECTION 2. Refunding of 2009 Certificates. The City Council hereby authorizes
the refunding of the 2009 Certificates and the 2009 Installment Purchase Agreement
from the proceeds of the 2017 Obligation, and authorizes the execution and delivery of
that certain Escrow Deposit and Trust Agreement, by and among the City, the Authority
and The Bank of New York Mellon Trust Company, N.A. (the "Escrow Agreement") in
substantially the form presented to this meeting, together with any changes therein or
additions thereto deemed advisable by the Authorized Officers, whose execution thereof
shall be conclusive evidence of such approval. The Authorized Officers are hereby
authorized and directed for and in the name and on behalf of the City to execute, and
the City Clerk is hereby authorized and directed to attest, the final form of the Escrow
Agreement.
SECTION 3. Award of Sale of 2017 Obligation ; Final Terms of 2017 Obligation .
The City Council hereby authorizes the sale of the 2017 Obligation to City National
Bank, as the bidding purchaser presenting the most favorable terms with respect to the
2017 Obligation, as determined by the City Manager. The Authorized Officers may
execute and deliver on behalf of the City a term sheet or placement agreement for the
2017 Obligation, as requested by the purchasing bank.
SECTION 4. Designation as Qualified Tax-Exempt Obligations. The City
Council hereby determines that the City, including all subordinate entities thereof, will
not issue tax-exempt obligations in excess of $10,000,000 in aggregate principal
amount in the 2017 calendar year, and hereby designates the Installment Sale
Agreement and the Certificates as "qualified tax-exempt obligations" pursuant to and for
the purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
SECTION 5. Official Actions. The Authorized Officers and the Mayor of the City
are each authorized and directed in the name and on behalf of the City to make any and
all assignments, certificates, requisitions, agreements, notices, consents, instruments of
conveyance, warrants and other documents, which they or any of them might deem
necessary or appropriate in order to consummate the delivery of the 2017 Obligation
and any of the other transactions contemplated by the agreements and documents
approved pursuant to this Resolution. 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
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person designated by such officer to act on his or her behalf in the case such officer
shall be absent or unavailable. All actions heretofore taken by the Authorized Officers
and employees of the City with respect to the delivery of the 2017 Obligation, or in
connection with or related to any of the agreements or documents referred to herein,
are hereby in all respects approved, confirmed and ratified.
SECTION 5. Effective Date. This Resolution shall be effective upon adoption.
PASSED, APPROVED, AND ADOPTED this 5th day of December 2017.
A~L--~ .. -
SERGIO FARIAS, MAYOR
,.
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss .
CITY OF SAN JUAN CAPISTRANO )
I, MARIA MORRIS, appointed City Clerk of the City of San Juan Capistrano, do hereby
certify that the foregoing Resolution No. 17-12-05-06 was duly adopted by the Cit~
Cou f)c·l of the City of San Juan Capistrano at the Regular meeting thereof, held the 5t
day 6f ecember 2017, by the following vote:
I
I
I
AY S: UNCIL MEMBERS: Ferguson, Reeve, Maryott and Mayor Farias
NQ .S:
AB EN'-:
UNCI L.:'MEMBERS: None
UNCIL MEMBERS:
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