Loading...
HomeMy WebLinkAboutResolution No. 93-P8RESOLUTION NO. 93—p8 ®RAFT A RESOLUTION OF THE BOARD OF THE AZUSA PUBLIC FINANCING AUTHORITY AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF ELECTRIC REVENUE BONDS (AZUSA LANDFILL GAS PROJECT) FOR THE PURPOSE OF PROVIDING FUNDS FOR THE ACQUISITION AND CONSTRUCTION OF AN ELECTRIC PRODUCTION FACILITY; APPROVING A TRUST INDENTURE WHICH CREATES A TRUST ESTATE AND MAKES CERTAIN PROVISIONS THEREFOR AND FOR THE BONDS; APPROVING A LOAN AGREEMENT WITH GES -KMS III; APPROVING A FORM OF BOND PURCHASE AGREEMENT; AUTHORIZING SUCH OTHER RELATED DOCUMENTS AND FURTHER ACTION AS MAY BE NECESSARY TO CONCLUDE THE ISSUANCE, SALE AND DELIVERY OF SUCH BONDS; AND MAKING CERTAIN FINDINGS AND DETERMINATIONS IN CONNECTION THEREWITH WHEREAS, the City Council of the City of Azusa (the "City") and the members of the Redevelopment Agency of the City of Azusa (the "Agency") have entered into that certain Joint Exercise of Powers Agreement, as such agreement has been and may be amended, modified or supplemented (the "JPA") pursuant to the provisions of Government Code Section 6584 et seq. (the "Law") which forms the Azusa Public Financing Authority (the "Authority"); WHEREAS, the Law authorizes the issuance of revenue bonds by the Authority to finance the cost of the acquisition and construction of electric generation projects; WHEREAS, GES -KMS III, a California partnership (the "Company"), has submitted a request for the issuance by the Authority of not to exceed $5.5 million of tax exempt electric revenue bonds (the "Bonds") to finance the costs of the acquisition and construction of a gas electric production facility to be located on the Azusa landfill (the "Project") which will produce electricity to be sold under agreements that will insure that such electricity will be sold to members of the general public; WHEREAS, City Council of the City has conducted a duly noticed public hearing regarding the issuance of the Bonds; WHEREAS, this Board desires to authorize the issuance of the Bonds and the execution and delivery of various documents in connection with the issuance, sale and delivery of the Bonds as well as any and all other actions necessary inorder to carry out the purposes of this Resolution; NOW, THEREFORE, THE BOARD OF THE AZUSA PUBLIC FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The recitals set forth hereinabove are true and correct in all material respects, and all actions heretofore taken by or at the direction of the City and its officer directed toward the sale and issuance of the Bonds therefore are hereby approved and ratified. Section 2. • The issuance by the Authority of its Electric Revenue Bonds (Azusa Landfill Gas Project) in an amount not to exceed $5.5 million at an average interest rate not to exceed 12% per annum is hereby approved. The Bonds shall be issued in substantially the form and in accordance with the terms of the Trust Indenture (the "Indenture"), between the Authority and ---'as trustee (the "Trustee"). This Board hereby approves the form of the Indenture as presented to this Board at the meeting at which this Resolution was adopted, with such corrections, changes, modifications, additions or deletions as may be approved and recommended by the City Attorney and - - ('Bond Counsel'). The Chairman, Vice Chairman, Executive Director and Secretary of the Authority, or their designated representatives, are hereby authorized and directed to execute and deliver such final Indenture when the same shall have been prepared for execution and delivery. Section 3. The form of Loan Agreement (the "Loan Agreement") as presented to this Board at the meeting at which this Resolution was adopted, with such corrections, changes, modifications, additions or deletions as may be approved and recommended by the City Attorney and Bond Counsel, is hereby approved. The Chairman, Vice Chairman, Executive Director and Secretary of the Authority, or their designated representatives, are hereby authorized and directed to execute and deliver such final Loan Agreement when the same shall have been prepared for execution and delivery. Section 4. The form of Bond Purchase Agreement between the Authority and as presented to this Board at the meeting at which this Resolution was adopted, with such corrections, changes, modifications, additions or deletions as may be approved and recommended by the City Attorney and Bond Counsel, is hereby approved. The Chairman, Vice chairman, Executive Director and Secretary of the Authority, or their designated representatives, are hereby authorized and direct to execute and deliver such final Bond Purchase Agreement when the same shall have been prepared for execution and delivery. Section 5. None of the Bonds issued by the Authority pursuant to the Indenture and this Resolution shall be deemed to constitute a debt or liability of the City, the Agency or the Authority, or a pledge of the faith and credit of the City, the Agency or the Authority, but shall be payable solely from the revenues and other funds, if any, provided therefor in the Indenture. The issuance of the Bonds shall not directly or indirectly or contingently obligate the City, the Agency or the Authority to levy or to 0 0 pledge any form of taxation whatsoever therefor or to make any appropriation for this payment. All Bonds shall contain on the face there of a statement to the following effect: "Neither the faith and credit, the taxing power or any source of revenue of the City of Azusa, the Redevelopment Agency of the City of Azusa or the Azusa Public Financing Authority is pledged to the payment of the principal of, premium, if any, or interest on this Bonds, nor is the City, the Agency or the Authority in any manner obligated to make any appropriation for payment." Section 6. The Executive Director, Secretary and such other officers of the Authority and the City as are appropriate are authorized and directed to execute such other documents and take such further action as shall be consistent with the intent and purposes of this Resolution and shall be needed to conclude the issuance, sale and delivery of the Bonds, including, without limitation, applying for an allocation of the State of California "private activity bond limit" as prescribed by state and federal law. Section 7. This Resolution shall take effect immediately upon its passage. PASSED, APPROVED AND ADOPTED this20t1iay of September, at a regular meeting of the Azusa Public Financing Authority, by the following vote: AYES: DANGLEIS, MADRID, NARANJO, MOSES NOES: ALEXANDER ABSENT: NONE ABSTAIN: NONE r it. UT ra SECRIOARY