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HomeMy WebLinkAboutResolution No. 03-P5RESOLUTION NO. PFA 03-P5 RESOLUTION OF THE BOARD OF THE AZUSA PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF A SITE AND FACILITIES LEASE, A LEASE AGREEMENT, A TRUST AGREEMENT, AN ESCROW DEPOSIT AGREEMENT, A CERTIFICATE PURCHASE AGREEMENT APPROVING AN OFFICIAL STATEMENT AND OTHER MATTERS RELATING TO THE EXECUTION, DELIVERY AND SALE OF THE CITY OF AZUSA 2003 LEASE REVENUE REFUNDING CERTIFICATES OF PARTICIPATION WHEREAS, the AZUSA PUBLIC FINANCING AUTHORITY (the "Authority") is a joint powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement between the City of Azusa (the "City") and the Azusa Redevelopment Agency (the "Agency"), and under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act'), and is authorized pursuant to Article 4 of the Act to enter into lease arrangements with the City to finance and refinance public improvements; and WHEREAS, the City has previously caused the issuance of its $5,485,000 original principal amount of Certificates of Participation (1994 Capital Improvement Refinancing Project) (the "1994 Certificates") which were issued for the purpose of refinancing outstanding obligations of the City; and WHEREAS, the City Council of the City (the "City Council") has determined that it is in the best interests of the City that the City participate in the refinancing of the 1994 Certificates through the execution, delivery and sale by the trustee appointed by the City under the hereinafter - mentioned Trust Agreement, of certificates of participation in a principal amount of not to exceed $5,200,000 for the City and which will be designated "City of Azusa 2003 Lease Revenue Refunding Certificates of Participation" (the "Certificates"), the proceeds of such Certificates to be used to prepay and redeem the 1994 Certificates; and WHEREAS, in order to accomplish the refinancing of the Project and the execution, delivery and sale of the Certificates, it is necessary that the Authority enter into a Site and Facilities Lease, a Lease Agreement, an Escrow Deposit Agreement and a Trust Agreement relating to the Certificates and that certain other action be taken and authorized; and WHEREAS, the Board of the Authority (the 'Board") has determined that the Authority should enter into the aforementioned agreements and take certain other action in order to assist the City in accomplishing the aforementioned matters; RVPUB"\662166 NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE AZUSA PUBLIC FINANCING AUTHORITY AS FOLLOWS: Section 1. Site and Facilities Lease. The agreement entitled "Site and Facilities Lease" to be entered into by and between the Authority and the City, which provides generally for the lease of the property and improvements (the "Facilities") to the Authority is hereby approved, and the Chair, any member of the Board, the Executive Director or the Treasurer and the Secretary of the Authority is hereby 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. Lease Agreement. The agreement entitled "Lease Agreement" to be entered into by and between the City and the Authority, (i) under which the City shall lease the Facilities from the Authority and (ii) which provides for the payment by the City to the Authority of Lease Payments in amounts which will be sufficient to pay the principal and interest with respect to the Certificates is hereby approved, and the Chair, any member of the Board, the Executive Director or the and the Secretary of the Authority are hereby 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. Trust Agreement. The agreement entitled "Trust Agreement" to be entered into by and among the City, the Authority and the Trustee, which provides generally for a) the execution and delivery by the Trustee of the Certificates, b) the establishment and management by the Trustee of certain funds for the benefit of the City and the owners of the Certificates, and c) the performance of other duties by the Trustee, is hereby approved, and the Chair, any member of the Board, the Executive Director or the Treasurer and the Secretary of the Authority are hereby 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. Escrow Deposit Agreement. The Agreement entitled "Escrow Deposit Agreement" to be entered into among the City, the Authority and Wells Fargo Bank, National Association, as escrow bank, which provides for the amendment of the redemption provisions with respect to the 1994 Certificates and the legal defeasance of the 1994 Certificates and the prepayment thereof on February 1, 2004, is hereby approved, and the Chairman or any member of the Board, Executive Director or Treasurer are hereby authorized to execute and deliver the Escrow Deposit 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 5. Appointment of Trustee. The Authority hereby consents to the appointment of Wells Fargo Bank, National Association to act as trustee pursuant to the Trust Agree- ment, to take any and all action provided therein to be taken by the Trustee in regard to any of the Certificates. RVPLJB1KAB1662166 2 Section 6. Certificates. The form of the Certificates as set forth in the Trust Agreement is hereby approved, and the Trustee is hereby authorized to execute and deliver the Certificates in an aggregate principal amount which shall not exceed the amount set forth in the recitals of this Resolution and to apply and expend the proceeds thereof as specified in the Trust Agreement. The Chair, the Executive Director, the Treasurer and the Secretary of the Authority are hereby authorized and directed to cooperate with the officers of the City in determining the final aggregate principal amount of the Certificates to be issued based on the determination of said officers of the amount needed to refinance the Project. Section 7. Official Statement and Certificate Purchase Agreement. The Preliminary Official Statement prepared in connection with the Certificates is hereby approved and the preparation and distribution of Final Official Statements is also approved. The use of the Preliminary Official Statement and the Final Official Statement in connection with the offering and sale of the Certificates is also hereby authorized and approved. The form of Certificate Purchase Agreement presented by UBS Financial Services, Inc., as underwriter, is hereby approved and the Executive Director, Treasurer or his designee is hereby authorized to execute and deliver said agreement on behalf of the Authority subject to the establishment of the final terms for the sale of the Certificates by the City, or by the City's staff under authority delegated to it by the City Council. The Executive Director, Treasurer or his designee is hereby authorized to execute a certificate which shall have the effect of deeming the Preliminary Official Statement "final" for the purposes of Securities and Exchange Rule 15c2-12 under the Securities and Exchange Act of 1934. Section 8. Other Action. The Chair, the Secretary, the Executive Director, the Treasurer and the other officers of the Authority are hereby authorized to take any and all action which is directed by legal counsel to the Authority with respect to the execution, acknowledgment and delivery of the aforementioned agreements and the sale of the Certificates which in the opinion of said legal counsel is necessary in order for the authorizations and direction provided in this Reso- lution to be carried out. Section 9. Effective Date. This resolution shall take effect immediately upon adoption. RVPUBW-AB\662166 PASSED, APPROVED AND ADOPTED by the Azusa Public Financing Authority, Azusa, California this 1st day of December , 2003, by the following roll call vote: AYES: DIRECTORS: HARDISON, STANFORD, ROCHA, CHAGNON, MADRID NOES: DIRECTORS: NONE ABSENT: DIRECTORS NC Chair of the Azusa Public Financing Authority ATTEST: Secretary of the Azusa Public Financing Authority RVPUB\RAB\662166 4 STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) I, vera MPnr1n 7.a , hereby certify that I am the duly appointed Secretary of the Azusa Public Financing Authority and that the foregoing resolution was duly adopted at a regular meeting of the Azusa Public Financing Authority held on the 1 s t day of_—DeQember 2003, and that said resolution has'not been amended, superseded or repealed, and is in full force and effect. Secretary of the Azusa Financing Authority RVPUB\KAB\662166 E 0 Resolution PFA 03-P4 Inadvertently Omitted