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HomeMy WebLinkAboutResolution No. UB-11-2015RESOLUTION NO. UB -11-2015 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA AUTHORIZING AND APPROVING DOCUMENTS AND OFFICIAL ACTIONS RELATING TO THE REFINANCING OF CERTAIN WATER SYSTEM IMPROVEMENTS AND THE ISSUANCE AND SALE OF WATER SYSTEM REVENUE REFUNDING BONDS AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Azusa (the "City") is a general law city existing under the law of the State of California; and WHEREAS, the City owns and operates that certain water system (the "Water System"); and WHEREAS, the City previously executed and delivered an Installment Sale Agreement, dated as of December 1, 2006 (the "Installment Sale Agreement'), by and between the Azusa Public Financing Authority (the "Authority") and the City, for the purpose of financing certain capital improvements to the Water System (the "2006 Project'); and WHEREAS, pursuant to the Installment Sale Agreement, the City agreed to pay certain installment payments (the "Installment Payments") and the Authority caused to be issued the Azusa Public Financing Authority Panty Revenue Bonds (Water System Capital Improvements Project) Series 2006 (the "2006 Bonds") pursuant to a Trust Agreement, dated as of December 1, 2006, by and between the Authority and Wells Fargo Bank, National Association, as trustee thereunder; and WHEREAS, the City desires to refinance all of the 2006 Project and prepay all of the Installment Payments and all of the related 2006 Bonds through the issuance of the City of Azusa Water System Refunding Revenue Bonds, Series 2015 (the "Bonds") pursuant to an Indenture (the "Indenture") by and between the City and Wells Fargo Bank, National Association, as trustee thereunder (the "Trustee"); and WHEREAS, the funds to refinance all of the 2006 Bonds will be applied pursuant to Escrow Instructions (the "Escrow Instructions"), by and among the City, the Authority and Wells Fargo Bank, National Association, as escrow agent thereunder (the "Escrow Agent'); and WHEREAS, Merrill Lynch, Pierce, Fenner & Smith Incorporated has submitted to the City a proposed form of an agreement to purchase the Bonds in the form of a Purchase Agreement (the "Purchase Agreement'); and WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12") requires that, in order to be able to purchase or sell the Bonds, the underwriter thereof must have reasonably determined that the City has undertaken in a written agreement or contract for the benefit of the holders of the Bonds to provide disclosure of certain financial information and operating data and certain enumerated events on an ongoing basis; and WHEREAS, in order to cause such requirement to be satisfied, the City desires to execute a Continuing Disclosure Agreement with respect to the Bonds (the "Continuing Disclosure Agreement'); and WHEREAS, a form of the Preliminary Official Statement (the "Preliminary Official Statement') to be distributed in connection with the public offering of the Bonds has been prepared; and WHEREAS, the Council of the City (the "City Council') has been presented with the form of each document referred to herein relating to the actions contemplated hereby; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the actions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such actions for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS: Section 1. The City Council hereby finds that all of the above recitals are true and correct. Section 2. The City Council hereby approves the refinancing described in the recitals of this Resolution and the issuance of the Bonds in the not -to -exceed aggregate principal amount of $50,000,000; provided any refunding to be accomplished with the proceeds from the sale of the Bonds will result in a minimum average net present value savings of 5%, expressed as a percentage of the principal amount of the 2006 Bonds being refunded. Section 3. The form of the Indenture attached hereto is hereby approved, and the Mayor, the City Manager, or the Director of Administrative Services/CFO, their designee, or any member of the City Council (each, an "Authorized Representative"), are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver, and the City Clerk is hereby authorized and directed to attest to, the Indenture in substantially said form, with such changes therein as the Authorized Representative executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided, however, that the true interest cost applicable to the interest on the Bonds shall not exceed 4.50% per annum. Section 4. In connection with the issuance of the Bonds, Wells Fargo Bank, National Association is hereby selected and appointed to serve as the trustee under the Indenture, and the Authorized Officers are each hereby authorized to enter into work orders or other arrangements for such services with such bank. la Section 5. The form of the Purchase Agreement attached hereto is hereby approved, and the Authorized Representatives are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Purchase Agreement in substantially said form, with such changes therein as the Authorized Representative executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided, however, that the underwriter's total fees for the sale of the Bonds shall not exceed 0.2% of the aggregate principal amount of such Bonds. Section 6. The form of the Preliminary Official Statement attached hereto, with such changes therein as may be approved by an Authorized Representative, is hereby approved, and the use of the Preliminary Official Statement by the Underwriter in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Representatives are each hereby authorized to certify on behalf of the City that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 (except for the omission of certain final pricing, rating and related information as permitted by Rule 15c2- 12). Section 7. The preparation and delivery of an Official Statement, and its use by the Underwriter in connection with the offering and sale of the Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Representative, such approval to be conclusively evidenced by the delivery thereof. The Authorized Representatives are each hereby authorized and directed, for and in the name of and on behalf of the City, to deliver the final Official Statement and any amendment or supplement thereto to the Underwriter. Section 8. The form of the Escrow Instructions attached hereto is hereby approved, and the Authorized Representatives are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Escrow Instructions in substantially said form, with such changes therein as the Authorized Representative executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 9. The form of the Continuing Disclosure Agreement attached hereto is hereby approved, and the Authorized Representatives are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Agreement in substantially said form, with such changes therein as the Authorized Representative executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 10. If an Authorized Representative determines that it will be advantageous to the City to purchase municipal bond insurance, reserve fund surety or other credit enhancement or liquidity with respect to some or all of the Bonds, any Authorized Representative is hereby authorized to purchase such insurance, surety or other credit enhancement or liquidity as may be necessary to improve the marketability of the Bonds. 3 Section 11. All actions heretofore taken by any officers, employees or agents of the City with respect to the execution, delivery or sale of the Bonds, or in connection with or related to any of the agreements or documents referred to herein, is hereby approved, confirmed and ratified. Section 12. Any Authorized 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 advisable for carrying out the transactions contemplated by this Resolution, including obtaining a municipal bond insurance policy for all or a portion of the Bonds. Section 13. The City Clerk shall certify to the adoption of this Resolution UB - 10 -2015, 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 City Clerk pursuant to this Resolution may be performed by a Deputy City Clerk with the same force and effect as if performed by the City Clerk hereunder. PASSED, APPROVED and ADOPTED this.22nd day of June, 2015. Z�1-r �oseph Romero Rocha Boardmember/Mayor ATTEST: s J L nee Cornejo Jr. City Clerk/Secretary 0 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) I HEREBY CERTIFY that the foregoing Resolution No. UB -11-2015 was duly adopted by the Utility Board of the City of Azusa at a regular meeting thereof, held on the 22nd day of June, 2015, by the following vote of Board: AYES: BOARDMEMBERS: ROCHA, MACIAS, GONZALES, CARRILLO, ALVAREZ NOES: BOARDMEMBERS: NONE ABSENT: BOARDMEMBERS: NONE J�Jr., City 6lerSecreetaryomejo'y APPROVED AS TO FORM: Best Best & Krieger, LP City Atto ney The Canyon City—Gateway to the American Dream CERTIFICATE OF THE CITY CLERK OF THE CITY OF AZUSA WITH RESPECT TO RESOLUTION NO. UB -11-2015 I, Jeffrey Lawrence Cornejo, Jr., the City Clerk of the City of Azusa (the "City"), DO HEREBY CERTIFY as follows: Attached hereto is a true, correct and complete copy of Resolution No. UB -I 1-2015 (the "Resolution"), duly adopted on June 22, 2015 by the City Council of the City at a meeting of the City Council that was called and held pursuant to law and with all notice required by law and at which a quorum was present and acting throughout, and that the aforesaid Resolution has not been modified, amended, rescinded, revoked or repealed and is in full force and effect as of the date hereof. IN WITNESS WHEREOF, I have hereunto set my and this 22"d day of June, 2015. � / / ' 0— - - ;i �t - 0 �,