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HomeMy WebLinkAboutResolution No. 94-P4RESOLUTION NO. 94—P4 A RESOLUTION OF THE AZUSA PUBLIC FINANCING AUTHORITY INDUCING THE ACQUISITION AND CONSTRUCTION OF AN APPROXIMATELY 6.2 MW LANDFILL GAS ELECTRIC PRODUCTION FACILITY TO BE LOCATED AT THE AZUSA LAND RECLAMATION CO. LANDFILL IN THE CITY AND OWNED BY GES -KMS III, AN ILLINOIS GENERAL PARTNERSHIP, TO BE FINANCED FROM THE PROCEEDS OF TAX-EXEMPT REVENUE BONDS AND TAXABLE REVENUE BONDS, WHICH ARE PRELIMINARILY APPROVED, DECLARING INTENTION TO REIMBURSE EXPENDITURES FROM THE PROCEEDS OF SUCH TAX-EXEMPT BONDS, APPROVING AN AGREEMENT FOR BOND COUNSEL SERVICES AND DIRECTING CERTAIN ACTIONS WHEREAS, GES -KMS III, an Illinois General Partnership (the "Company") has made application (the "Application") to the Azusa Public Financing Authority (the "Authority") for the Authority to issue and sell revenue bonds in one or more series for the purpose of financing the acquisition and construction of an approximately 6.2 Mw landfill gas electric production facility to be located at the Azusa Land Reclamation Co. landfill, 1201 West Gladstone Street, Azusa, California (the 'Project"); WHEREAS, revenue bonds are proposed to be issued in two series, a series the interest on which is excludable from gross income for purposes of Federal income taxation (the "Tax -Exempt Bonds') to finance the combustion and steam generating components of the Project (the "Tax Exempt Component of the Project") and a series of taxable bonds (the "Taxable Bonds") to finance the remainder of the Project not financed from other sources (the "Taxable Component of the Project"); WHEREAS, the Authority wishes to induce the Company to acquire and construct the Project and, in particular, to do so at such location; WHEREAS, the Authority proposes to undertake the Project, to issue the Tax -Exempt Bonds and the Taxable Bonds for such Project and to use a portion of the proceeds of such debt to reimburse expenditures made for the Project prior to the issuance of the debt; WHEREAS, United States Income Tax Regulations section 1.150-2 provides generally that proceeds of tax-exempt debt are not deemed to be expended when such proceeds are used for reimbursement of expenditures made prior to the date of issuance of such debt unless certain procedures are followed, one of which is a requirement that (with certain exceptions), prior to the payment of any such expenditure, the issuer declares an intention to reimburse such expenditure; WHEREAS, it is in the public interest and for the public benefit that the Authority provide its preliminary approval of the issuance of the bonds for the Project and declare its official intent to reimburse the expenditures referenced herein; NOW, THEREFORE, the Board of Directors of the Azusa Public Financing Authority (the "Board") does hereby resolve, determine and order: SECTION 1: The Board hereby declares its intention to cause the Authority to authorize the issuance and sale of the Tax -Exempt Bonds and Taxable Bonds pursuant to the Marks -Roos Local Bond Pooling Act of 1985 in a principal amount of not to exceed $5,500,000 with respect to the Tax -Exempt Bonds and $3,000,000 with respect to the Taxable Bonds for the purpose of providing financing to the Company for the acquisition, construction and development of the Project. SECTION 2: The issuance of the Tax -Exempt Bonds and Taxable Bonds is hereby preliminarily approved. The issuance and sale of the Tax -Exempt Bonds and Taxable Bonds shall be upon by such terms and conditions as may be mutually agreed upon by the Authority, the Company and the purchaser or purchasers of the Tax -Exempt Bonds and Taxable Bonds and subject to completion of proceedings for the issuance, sale and delivery of the Tax -Exempt Bonds and Taxable Bonds by the Authority. SECTION 3: The proceeds of the Tax -Exempt Bonds and Taxable Bonds shall include such related and necessary issuance expenses, administrative costs, debt service reserves and interest payments as may be required successfully to accomplish the financing of the Project. SECTION 4: The Board hereby finds and determines: (a) that the issuance of the Tax -Exempt Bonds and Taxable Bonds by the Authority is a substantial inducement to the Company to acquire, construct and develop the Project in the area of operation of the Authority; and (b) that the issuance of the Tax -Exempt Bonds and Taxable Bonds by the Authority _ in an aggregate amount not to exceed $5,500,000 with respect to the Tax -Exempt Bonds and $3,000,000 with respect to the Taxable Bonds to finance the acquisition and construction of the Project is likely to be a substantial factor in the accrual of each of the public benefits resulting from the Project as proposed and set forth in the Application. SECTION 5: The Company shall be solely responsible for the payment of all present and future costs in connection with the issuance of the Tax -Exempt Bonds and Taxable Bonds, including, but not limited to, any fees and expenses incurred by the City of Azusa (the "City") and the Authority in anticipation of the issuance of the Tax -Exempt Bonds and Taxable Bonds, the cost of printing any official statement, rating agency costs, bond counsel fees and expenses, underwriting discount and costs, trustee fees and expenses, fees and costs of financial advisors, and the cost of printing the Tax -Exempt Bonds and Taxable Bonds. SECTION 6: The law firm of Jones Hall Hill & White, A Professional Law Corporation, is hereby named as bond counsel to the Authority in connection with the issuance of the Tax - Exempt Bonds and Taxable Bonds. The fees and expenses of bond counsel are to be paid solely from the proceeds of the Tax -Exempt Bonds and Taxable Bonds or directly by the Company. SECTION 7: That certain Agreement for Legal Services by and between the Authority and Jones Hall Hill & White, A Professional Law Corporation, for legal services in connection with the Tax -Exempt Bonds and Taxable Bonds, a copy of which is on file with the Secretary, is hereby approved. The Chairman is hereby authorized and directed in the name and on behalf of the Authority to execute said Agreement and the Secretary is hereby authorized and directed to attest to such official's signature. SECTION 8: The Authority hereby requests that the City, pursuant to Section 8869.80 et seq. of the Government Code of the State of California (the "State Bond Act") and the rules and procedures of the California Debt Limit Allocation Committee (" CDLAC), make an application on behalf of the Authority to CDLAC to obtain a portion of the Private Activity Bond Limit Allocation of the State of California for the Project and the Tax -Exempt Bonds. The Chairman or the Executive Director and all other officers and representatives of the Authority are hereby authorized -2- 0 0 and directed to participate in such application process and any actions by the Authority or the City, taken with respect thereto prior to the date hereof are hereby ratified. SECTION 9: The Authority hereby declares that it reasonably expects (i) to pay certain costs of the Project prior to the date of issuance of the Tax -Exempt Bonds and (ii) to use a portion of the proceeds of the Tax -Exempt Bonds for reimbursement of expenditures for the Tax -Exempt Component of the Project that are paid before the date of issuance of the Tax -Exempt Bonds. SECI'lON 10: The maximum principal amount of the Tax -Exempt Bonds is $5,500,000. SECTION 11: The Secretary of the Authority is hereby authorized and directed to cause the City Council of the City of Azusa, as the elected body of the Authority, to hold a public hearing to approve the issuance of the Tax -Exempt Bonds by the Authority as required by federal law. SECTION 12: This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED at a regular meeting of the Azusa Public Financing Authority, held this 7th day of March, 1994, on the following vote: ne . oses, CHAIRMAN I HEREBY CERTIFY the foregoing Resolution was duly adopted by the Board of Directors of the Azusa Public Financing Authority, at a regular meeting thereof held on the 7th day of March, 1994. AYES: DIRECTORS: DANGLEIS, MADRID, NARANJO, MOSES NOES: DIRECTORS: ALEXANDER ABSENT: DIRECTORS: NONE A. So4is. SECRET 992 0 0 NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN, pursuant to section 147(f) of the Internal Revenue Code of 1986, as amended, that on Monday the 21st day of March, 1994, at the hour of 7:30 p.m. in the City Council Chambers, at 213 East Foothill Boulevard, Azusa, California 91702, the City Council, being the applicable elected representative of the Azusa Public Financing Authority (the "Authority") being the Issuer of the proposed Bonds, identified below, will hold a public hearing on the question of whether it should approve the issuance of Bonds by the Authority in one or more series in the maximum aggregate face amount of $5,500,000 for the purpose of providing financing for the acquisition and construction of the combustion and steam generating components of an approximately 6.2 Mw landfill gas electric production facility to be located at the Azusa Land Reclamation Co. landfill, 1201 West Gladstone Street, Azusa, California. The initial owner of the facility will be GES -KMS III, an Illinois General Partnership. The initial operator of the facility will be KMS Services, Inc. All interested individuals are invited to attend to express their views on the proposed issue of Bonds and the location and nature of the facility to be financed with the Bonds. DATED: March J 1994 Adolph A. Solis City Clerk [To be published no later than March 7, 19941