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Home My WebLink AboutRESO 100282020110601 Resolution No. 10028 Resolution of the Council of the City of Palo Alto Authorizing an Installment Sale Agreement with the California State Water Resources Control Board in Connection with the Financing of a Secondary Treatment Upgrades at the Regional Water Quality Control Plant, Establishing One or More Pledged Sources of Revenue for Repayment of Funding, and Taking Certain Other Actions Relating Thereto R E C I T A L S A. The City of Palo Alto (the “City”) wishes to finance the costs of constructing and/or reconstructing certain public facilities and improvements relating to its water and wastewater system, including certain treatment facilities, pipelines and other infrastructure at the Regional Water Quality Control Plant (the “Project”). B. The City intends to finance the construction and/or reconstruction of the Project or portions of the Project with moneys (“Project Funds”) provided by the State of California, acting by and through the State Water Resources Control Board (the “State Water Board”). C. The City previously adopted Resolution No. 10028 authorizing an application for financial assistance to the State Water Board and Resolution No. 9945 declaring its intention to use a portion of the Project Funds to reimburse certain capital expenditures made prior to the receipt of Project Funds from available moneys of the City in connection with the Project. D. The City and the State Water Board now desire to approve a Construction Installment Sale Agreement (the “2022 Installment Sale Agreement”), for the purpose of providing the terms relating to the distribution and repayment by the City of the Project Funds and relating to the City’s payment of certain installment payments. E. Section 603(d)(1)(C) of the Federal Clean Water Act Amendments require each financing recipient to establish one or more pledged sources of revenue for Clean Water State Revolving Fund (CWSRF) financial assistance. F. Under the 2022 Installment Sale Agreement, the installment payments payable by the City will be secured by a pledge of and payable from Net Revenues (as defined in the 2022 Installment Sale Agreement) of the City’s Wastewater Treatment enterprise and Wastewater Collection enterprise, on a parity basis with the City’s obligation to pay installment payments under four outstanding agreements with the State Water Board: i. an Installment Sale Agreement No. SWRCB0000000000D2001009 (the “2021 Agreement”), by and between the City and the State Water Board, executed by the City on June 2, 2021 and the State Water Board on July 12, 2021; DocuSign Envelope ID: EC64CD15-37D6-4574-BDF9-D0CF6793FB40 2 202011001 ii. an Installment Sale Agreement No. D16-01034, dated as of March 20, 2017 (the “2017 Agreement”), by and between the City and the State Water Board, along with an amendment of the 2017 Agreement executed by the City on September 7, 2017 and the State Water Board on September 13, 2017; iii. a Project Finance Agreement No. 09-814-550, by and between the City and the State Water Board (the “2009 Agreement”), along with an amendment of the 2009 Agreement executed by the City on April 17, 2017 and the State Water Board on June 12, 2017; and iv. a Project Finance Agreement No. 07-814,550-0, between the City and the State Water Board (the “2007 Agreement”), along with an amendment of the 2007 Agreement executed by the City on April 17, 2017 and the State Water Board on June 12, 2017. G. The City and the State Water Board have agreed that the installment payments payable by the City under the 2022 Installment Sale Agreement will be secured by a pledge of and payable from Net Revenues on a subordinate basis to the City’s obligation to pay a portion of the debt service on the City of Palo Alto Utility Revenue and Refunding Bonds, 1999 Series A under an Indenture of Trust dated as of June 1, 1999. NOW, THEREFORE, the Council of the City of Palo Alto hereby RESOLVES as follows: SECTION 1. Each of the above recitals is true and correct and is adopted by the Council of the City of Palo Alto. SECTION 2. The City approves the Project Funds in an amount not to exceed $169 million with an interest rate not to exceed 2.0%. Resolution No. 9945 is hereby amended to increase the reasonably expected maximum principal amount of the Project Funds as set forth in Section 2 of Resolution No. 9945 from $160 million to $169 million. SECTION 3. The 2022 Installment Sale Agreement, a copy of which is attached as Exhibit A, is hereby approved in substantially the form thereof with such changes as may be approved by the City Manager, the Director of Public Works or any designee of the City Manager or the Director of Public Works (each an “Authorized Officer”). Execution by an Authorized Officer of the 2022 Installment Sale Agreement shall constitute conclusive evidence of such Authorized Officer’s approval of all such changes. Each of the Authorized Officers is hereby authorized, together or alone, to execute and deliver the 2022 Installment Sale Agreement. The City Clerk is hereby authorized to attest to the Authorized Officer's signature. SECTION 4. The covenants set forth in the 2022 Installment Sale Agreement to be executed in accordance with Section 3 above are hereby approved, shall be deemed to be DocuSign Envelope ID: EC64CD15-37D6-4574-BDF9-D0CF6793FB40 3 202011001 covenants of the legislative body of the City, and shall be complied with by the City and its officers. SECTION 5. The City hereby pledges Net Revenues (as defined in the 2022 Installment Sale Agreement) of its Wastewater Treatment enterprise and Wastewater Collection enterprise fund to the payment of amounts owed under the 2022 Installment Sale Agreement, as follows: (i) on a parity basis with the City’s obligation to pay installment payments under four outstanding agreements with the State Water Board as set forth in Recital F above, and (ii) on a subordinate basis to the City’s obligation to pay a portion of the debt service on the City of Palo Alto Utility Revenue and Refunding Bonds, 1999 Series A under an Indenture of Trust dated as of June 1, 1999. The pledged source of revenue shall remain in effect until such financing is fully discharged unless modification or change of such dedication is approved in writing by the State Water Board. SECTION 6. Each Authorized Officer and the other officers and staff of the City responsible for the fiscal affairs of the City are hereby authorized and directed to take any actions and execute and deliver any and all documents and certificates as are necessary to accomplish and to consummate the transactions contemplated by the 2022 Installment Sale Agreement. // // // // // // // // // // // // // DocuSign Envelope ID: EC64CD15-37D6-4574-BDF9-D0CF6793FB40 4 202011001 SECTION 7. On March 9, 2021, the City filed a determination that construction of the Secondary Treatment Upgrades project is categorically exempt under the California Environmental Quality Act (CEQA) Guidelines, California Code of Regulations (CCR), title 14, division 6, chapter 3, article 9, section(s) 15301, 15302, 15303. The Project involves upgrades including repairs and minor alterations, replacement or reconstruction, as well as construction of a limited number of new small facilities or structures. INTRODUCED AND PASSED: April 11, 2022 AYES: BURT, CORMACK, DUBOIS, FILSETH, KOU, STONE NOES: TANAKA ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: Assistant City Attorney City Manager Director of Public Works Director of Administrative Services DocuSign Envelope ID: EC64CD15-37D6-4574-BDF9-D0CF6793FB40 Certificate Of Completion Envelope Id: EC64CD1537D64574BDF9D0CF6793FB40 Status: Completed Subject: Please DocuSign: RESO 10028 - Approving 2022 SRF ISA.DOCX Source Envelope: Document Pages: 4 Signatures: 6 Envelope Originator: Certificate Pages: 2 Initials: 0 Mahealani Ah Yun AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Mahealani.AhYun@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 4/11/2022 3:36:08 PM Holder: Mahealani Ah Yun Mahealani.AhYun@CityofPaloAlto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Caio Arellano caio.arellano@cityofpaloalto.org Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Uploaded Signature Image Signed by link sent to caio.arellano@cityofpaloalto.org Using IP Address: 199.33.32.254 Sent: 4/11/2022 7:09:34 PM Viewed: 4/12/2022 10:07:21 AM Signed: 4/12/2022 10:07:30 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kiely Nose kiely.nose@cityofpaloalto.org Director, Administrative Services/CFO City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Signed by link sent to kiely.nose@cityofpaloalto.org Using IP Address: 199.33.32.254 Sent: 4/12/2022 10:07:31 AM Viewed: 4/12/2022 12:22:59 PM Signed: 4/12/2022 12:23:12 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Brad Eggleston brad.eggleston@cityofpaloalto.org Director of Public Works City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to brad.eggleston@cityofpaloalto.org Using IP Address: 199.33.32.254 Sent: 4/12/2022 12:23:14 PM Viewed: 4/12/2022 12:23:37 PM Signed: 4/12/2022 12:23:46 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Ed Shikada ed.shikada@cityofpaloalto.org Ed Shikada, City Manager City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to ed.shikada@cityofpaloalto.org Using IP Address: 199.33.32.254 Sent: 4/12/2022 12:23:48 PM Viewed: 4/13/2022 12:06:56 PM Signed: 4/13/2022 12:07:05 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Patrick Burt pat@patburt.org Mr Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Signed by link sent to pat@patburt.org Using IP Address: 98.35.231.69 Sent: 4/13/2022 12:07:06 PM Viewed: 4/13/2022 12:07:34 PM Signed: 4/13/2022 12:07:54 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lesley Milton Lesley.Milton@CityofPaloAlto.org City Clerk Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Signed by link sent to Lesley.Milton@CityofPaloAlto.org Using IP Address: 174.208.101.196 Signed using mobile Sent: 4/13/2022 12:07:56 PM Viewed: 4/13/2022 12:11:40 PM Signed: 4/13/2022 12:11:56 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/11/2022 7:09:34 PM Certified Delivered Security Checked 4/13/2022 12:11:40 PM Signing Complete Security Checked 4/13/2022 12:11:56 PM Completed Security Checked 4/13/2022 12:11:56 PM Payment Events Status Timestamps