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HomeMy WebLinkAboutResolution No. 06-P3RESOLUTION NO. 06-1`3 RESOLUTION OF THE GOVERNING BOARD OF THE AZUSA PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $55,000,000 PRINCIPAL AMOUNT OF ITS PARITY REVENUE BONDS (WATER SYSTEM CAPITAL IMPROVEMENTS PROGRAM), SERIES 2006; APPROVING A TRUST AGREEMENT, AN INSTALLMENT SALE AGREEMENT, A PRELIMINARY OFFICIAL STATEMENT AND A BOND PURCHASE AGREEMENT, AND AUTHORIZING THE TAKING OF CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the Azusa Public Financing Authority (the "Authority"), is a Joint Powers Authority (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Exercise of Powers Act (Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code) (the "Act") and the powers of such Authority include the power to issue bonds for any of its corporate purposes; and WHEREAS, the City of Azusa (the "City") owns and operates certain water system (the "Water System"); and WHEREAS, the City desires to finance certain capital improvements to the Water System including a water treatment plant (the "Water Improvements"); and WHEREAS, it has been proposed that the Authority assist the City in providing funds to finance the Water Improvements by (i) entering into an Installment Sale Agreement with the City (the "Installment Sale Agreement"), and providing for the issuance, sale and delivery of the Authority's Parity Revenue Bonds (Water System Capital Improvements Project), Series 2006 (the "Bonds"); and WHEREAS, the City has determined that it is necessary and desirable to enter into the hvstalhnent Sale Agreement, whereby the Authority will finance the Water Improvements and the City will purchase the Water Improvements from the Authority in consideration for installment payments to be made under the Installment Sale Agreement in an amount equal in time and amount to the debt service payments relating to the Bonds; and WHEREAS, the City has approved the use of the proceeds of the Bonds to finance the Water Improvements and has approved the purchase of the Water Improvements from the Authority by means of the Installment Sale Agreement; NOW, THEREFORE, THE GOVERNING BOARD OF THE AZUSA PUBLIC FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS: 45830259.2 0 0 Section 1. The Authority hereby approves the issuance, sale and delivery of the Bonds in an amount not to exceed $55,000,000 in accordance with the terms and conditions of the Trust Agreement relating to the Bonds, substantially in the form annexed hereto, with such revisions, amendments and completions as shall be approved by the Chairperson, the Vice - Chairperson, the Executive Director or the Treasurer of the Authority, or their designee, or any member of the Board, and each of them (each, a "Responsible Officer") with the advice of counsel to the Authority, such approval to be conclusively evidenced by the execution and delivery thereof Section 2. The Authority hereby approves the Installment Sale Agreement, substantially in the form annexed hereto, with such revisions, amendments and completions as shall be approved by a Responsible Officer with the advice of counsel to the Authority, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. The Authority hereby approves the Bond Purchase Agreement relating to the Bonds, substantially in the form annexed hereto, with such revisions, amendments and completions as shall be approved by a Responsible Officer with the advice of counsel to the Authority, such approval to be conclusively evidenced by the execution and delivery thereof. The Bond Purchase Agreement shall provide for an underwriter's discount of not greater than 0.3141% of the par amount of the Bonds and a true interest cost of not greater than 5.50%. Section 4. The Authority hereby approves the Preliminary Official Statement relating to the Bonds, substantially in the form annexed hereto, with such revisions, amendments and completions as shall be approved by a Responsible Officer with the advice of counsel to the Authority in order to make the Preliminary Official Statement final as of its date, except for the omission of certain information, as permitted by Section 240.15c2 -12(b)(1) of Title 17 of the Code of Federal Regulations ("Rule 15c2-12"), and any certificate relating to the finality of the Official Statement under Rule 15c2-12. A Responsible Officer of the Authority is authorized and directed to execute and deliver a final Official Statement in substantially the form hereby approved, with such additions and changes as may be approved by counsel and the Responsible Officer executing the same, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. Any Responsible Officer is hereby authorized and directed to execute and deliver any and all documents and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution, including obtaining a municipal bond insurance policy for all or a portion of the Bonds. 45830259.2 2 Section 6. The Secretary of the Authority shall certify to the adoption of this Resolution, and thenceforth and thereafter the same shall be in full force and effect. Notwithstanding the foregoing, such certification and any of the other duties and responsibilities assigned to the Secretary pursuant to this Resolution may be performed by an Assistant Secretary with the same force and effect as if performed by the Secretary hereunder. ADOPTED AND APPROVED THIS 27h DAY OF NOVEMBER, 2006. k Chairperson, Azusa P lic Financing Authority ATTEST: Secretary, Azusa Public Financing I HEREBY CERTIFY that the foregoing Resolution No. 06-P3 was duly adopted by the Board of Directors of the Azusa Public Financing Authority at a regular meeting thereof held on the 27h day of June, 2006, by the following vote of the Authority: AYES: DIRECTORS: HARDISON, CARRILLO, ROCHA, HANKS, CHAGNON NOES: DIRECTORS: NONE ABSTAIN: DIRECTORS: NONE ABSENT: DIRECTORS: NONE ecretary, Azusa Public Financing AiAority 45830259.2 3