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HomeMy WebLinkAboutResolution No. PFA 25-02 - Approving IPA Water System ImprovementsResolution No. PFA 25-02 Page 1 of 4 STATE OF CALIFORNIA ) RESOLUTION NO. PFA 25-02 COUNTY OF RIVERSIDE ) ss CITY OF SAN JACINTO ) A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF SAN JACINTO PUBLIC FINANCING AUTHORITY APPROVING AN INSTALLMENT PURCHASE AGREEMENT AND ASSIGNMENT AGREEMENT, WITH RESPECT TO FINANCING IMPROVEMENTS TO THE WATER SYSTEM OF THE CITY OF SAN JACINTO IN AN AMOUNT NOT TO EXCEED $9,500,000 AND OTHER MATTERS PERTAINING THERETO WHEREAS, the City of San Jacinto (the “City”) is authorized by the laws of the State of California to acquire, design, and construct improvements to the City’s water system (the “Water System”); and WHEREAS, the City has heretofore undertaken the acquisition, design and construction of improvements to the Water System (the “Project”); and WHEREAS, the City and the City of San Jacinto Public Financing Authority (the “Authority”) have determined that it would be in their best interests to provide for the financing (the “Financing”) of the Project by entering into the Installment Purchase Agreement dated as of April 1, 2025, by and between the City and the Authority (the “Agreement”); and WHEREAS, the Authority will enter into an Assignment Agreement dated as of April 1, 2025 with Banc of America Public Capital Corp. (the “Assignee”) pursuant to which the Authority will assign its interests in the Agreement to the Assignee which in turn will provide the funding for the Project; and WHEREAS, the City, the Authority, the Assignee and Argent Institutional Trust Company (“Escrow Agent”) will enter into the Escrow and Account Control Agreement dated the closing date (the “Escrow Agreement”), pursuant to which the Escrow Agent will hold the funds deposited in the escrow account established under the Escrow Agreement (the “Project Fund”); and WHEREAS, the City has determined that the Financing should be offered for private placement and has received a term sheet from the Assignee and that such Financing will bear interest at a fixed rate; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of the Agreement, the Assignment Agreement, and the Escrow Agreement do exist, have happened and have been performed in regular and due time, form and Docusign Envelope ID: 623F7AE0-F8BF-4FE8-A863-2A350654E0BB Resolution No. PFA 25-02 Page 2 of 4 manner as required by law, and the City is now duly authorized to execute, enter into and perform the Agreement, Escrow Agreement and Assignment Agreement. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE CITY OF SAN JACINTO PUBLIC FINANCING AUTHORITY RESOLVES AS FOLLOWS: SECTION 1. Approval of Installment Purchase Agreement. The Agreement, which provides generally for (i) the resale of the Project by the Authority to the City, (ii) the purchase by the City from the Authority of the Project, and (iii) the payment by the City to the Authority of installment payments in amounts which will be sufficient to pay the principal of and interest owing to the Assignee, is hereby approved and any of the Executive Director and the Treasurer of the Authority (together, the “Authorized Officers”) are each individually authorized to execute, acknowledge and deliver said agreement on behalf of the Authority in substantially the form hereby approved with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 2. Approval of Assignment Agreement. The Assignment Agreement, which provides generally for the assignment of the Authority’s rights and interests under the Agreement to the Assignee in consideration for the purchase price of the Project, is hereby approved and any of the Authorized Officers are each individually authorized to execute, acknowledge and deliver said agreement on behalf of the Authority in substantially the form hereby approved with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3. Approval of Escrow Agreement. The Escrow Agreement, which provides the terms and conditions pursuant to which the Project Fund is held, is hereby approved and each of the Authorized Officers are individually authorized to execute, acknowledge and deliver said agreement on behalf of the Authority in substantially the form hereby approved with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. Other Acts. The Authorized Officers are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with the staff and the City’s legal counsel they may deem necessary or advisable in order to consummate the Financing, or otherwise to effectuate the purposes of this Resolution, and any such actions previously taken by such officers are hereby ratified and confirmed. Docusign Envelope ID: 623F7AE0-F8BF-4FE8-A863-2A350654E0BB Resolution No. PFA 25-02 Page 3 of 4 SECTION 5. Effective Date. This Resolution shall become effective on the date on which it is adopted. PASSED, APPROVED, AND ADOPTED at a regular meeting of the Board of Directors of the City of San Jacinto Public Financing Authority on the 15th day of April 2025 by the following vote: AYES: Sanchez, Ledezma, Ayala, Ruiz, Vandever NAYS: None ABSENT: None ABSTAIN: None CITY OF SAN JACINTO PUBLIC FINANCING AUTHORITY: ______________________________ Valerie Vandever, Chairperson ATTEST: ______________________________ Julia Espinoza, Board Secretary APPROVED AS TO FORM: Best Best & Krieger LLP ______________________________ Craig Hayes, General Counsel Docusign Envelope ID: 623F7AE0-F8BF-4FE8-A863-2A350654E0BB Resolution No. PFA 25-02 Page 4 of 4 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) CITY OF SAN JACINTO ) CERTIFICATION I, Julia Espinoza, Board Secretary of the San Jacinto Public Financing Authority, DO HEREBY CERTIFY that the foregoing Resolution No. PFA 25-02 was passed, approved, and adopted at the Joint Regular Meeting of the San Jacinto City Council and the San Jacinto Public Financing Authority held on the 15th day of April 2025. AYES: Sanchez, Ledezma, Ayala, Ruiz, Vandever NAYS: None ABSENT: None ABSTAIN: None WITNESS MY HAND AND OFFICIAL SEAL on the 15th day of April 2025. ______________________________ Julia Espinoza, Board Secretary San Jacinto Public Financing Authority Docusign Envelope ID: 623F7AE0-F8BF-4FE8-A863-2A350654E0BB