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HomeMy WebLinkAboutResolution No. 4RESOLUTION NO. 4 A RESOLUTION OF THE AZUSA PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF LOCAL AGENCY REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $13,000,000, APPROVING THE INDENTURE OF TRUST AND PRELIMINARY OFFICIAL STATEMENT, AUTHORIZING THE SALE OF THE BONDS, AUTHORIZING THE PURCHASE OF CERTAIN CITY LOCAL OBLIGATIONS AND APPROVING FEES AND EXPENSES FOR BOND COUNSEL SERVICES AND OFFICIAL ACTION. WHEREAS, the City of Azusa (the "City") and the Redevelopment Agency of the City of Azusa (the "Agency"), have heretofore entered into a Joint Exercise of Powers Agreement establishing the Azusa Public Financing Authority (the "Authority") for the purpose of issuing its bonds to be used to provide financing for capital improvements of the City and the Agency, and any other member entities which may be approved by the City and the Agency as members of the Authority; and WHEREAS, the Authority proposes to issue its issue of bonds at this time in the maximum principal amount of not to exceed $13,000,000 (the "Bonds") for the purpose of financing the acquisition of assessment bonds, Mello -Roos special tax bonds, general obligation bonds, tax allocation bonds, leases, notes and other obligations of the City relating to capital improvements of the City; and WHEREAS, the Bonds are to be issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985 (the "Act") constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, and pursuant to an Indenture of Trust dated as of January 1, 1990, by and between the State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee") and the Authority (the "Indenture"); and WHEREAS, Chilton do O'Connor, as underwriter of the Bonds (the "Underwriter") has submitted an offer to purchase the Bonds (the "Purchase Contract") and, on behalf of the Authority, has caused to be prepared a form of Preliminary Official Statement of the Authority describing the Bonds; and WHEREAS, the Authority will use a portion of the proceeds of the Bonds to loan to the City, for its 1985 Municipal Facilities Project, all in accordance with the proposed form of a City loan agreement (the "City 1985 Municipal Facilities Loan Agreement") by and between the City and the Authority; and WHEREAS, the Authority will use a portion of the proceeds of the Bonds to loan to the City for its 1990 Water System Project, all in accordance with the proposed form of a City loan agreement (the "City 1990 Water System Loan Agreement") by and between the City and the Authority; and WHEREAS, the Authority will use a portion of the proceeds of the Bonds to loan to the City for its 1990 Sewerage System Project, all in accordance with the proposed form of a City loan agreement (the "City 1990 Sewerage System Loan Agreement") by and between the City and the Authority; and WHEREAS, the Board of Directors of the Authority approves all of said transactions as being consistent with and in the public interest for which the Authority has been established; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Azusa Public Financing Authority as follows: 0 0 Section 1. Findings and Determinations. Pursuant to the Act, the Board hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond underwriting and bond issuance costs and thereby result in significant public benefits to the City and the Agency, within the contemplation of Section 6586 of the Act. Section 2. Issuance of Bonds; Approval of Indenture. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Act, in the aggregate principal amount of not to exceed $13,000,000, under and pursuant to the Indenture in substantially the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Chairman, whose execution thereof shall be conclusive evidence of his consent to such changes or additions. The Chairman is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest, the Indenture for and in the name of the Authority. Section 3. Sale of Bonds. The Board hereby approves the sale of the Bonds to the Underwriter, pursuant to the Purchase Contract by and between the Authority and the Underwriter, in substantially the form on file with the Secretary together with any changes therein or additions thereto approved by the Executive Director or the Chairman, who shall execute and deliver the Purchase Contract in the name and on behalf of the Authority, subject to Bond Counsel approval, and whose execution thereof shall be conclusive evidence of approval of any such additions and changes, provided, however, that the net interest rate on the Bonds shall not exceed 8.25% and the Underwriter's discount shall not exceed 2% of the par value of the Bonds. Section 4. Official Statement. The Board hereby approves the Preliminary Official Statement describing the Bonds, in substantially the form submitted by the Underwriter and on file with the Secretary. Distribution of the Preliminary Official Statement by the Underwriter in substantially the form presented to and considered at this meeting is hereby approved. The Board hereby authorizes the distribution of the final Official Statement by the Underwriter. The Chairman is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement approved by the Chairman, whose execution thereof shall be conclusive evidence of approval of any such changes and additions. The final Official Statement shall be executed in the name and on behalf of the Authority by the Chairman, who is hereby authorized and directed to execute the final Official Statement on behalf of the Authority. Section 5. Authorization of the 1985 Municipal Facilities Project. The Board hereby approves the loan to the City for its 1985 Municipal Facilities Project pursuant to the City 1985 Municipal Facilities Loan Agreement and the Lease -Purchase Agreement, both by and between the Authority and the City in substantially the form on file with the Secretary together with any changes therein or additions thereto approved by the Chairman, who shall execute and deliver such City 1985 Municipal Facilities Loan Agreement and Lease -Purchase Agreement in the name and on behalf of the Authority and whose execution thereof. shall be conclusive evidence of approval of any such additions and changes. Section 6. Authorization of the 1990 Water System Project. The Board hereby approves the loan to the City for its 1990 Water System Project pursuant to the City 1990 Water System Loan Agreement by and between the Authority and the City in substantially the form on file with the Secretary together with any changes therein or additions thereto approved by the Chairman, who shall execute and deliver such City 1990 Water System Loan Agreement in the name and on behalf of the Authority and whose execution thereof shall be conclusive evidence of approval of any such additions and changes. Section 7. Authorization of the 1990 Sewerage System Project. The Board hereby approves the loan to the City for its 1990 Sewerage System Project pursuant to the City 1990 Sewerage System Loan Agreement by and between the Authority and the City in substantially the form on file with the Secretary together with any changes therein or additions thereto approved by the Chairman, who shall execute and deliver such City 1990 Sewerage System Loan Agreement in the name and on behalf of the Authority and -2- • 0 whose execution thereof shall be conclusive evidence of approval of any such additions and changes. Section 8. Bond Counsel. The Board hereby approves the Agreement for Bond Counsel Services relating to the Azusa Public Financing Authority by Burke, Williams, Sorensen and Gaar which is attached hereto as Exhibit A. The Chairman is hereby authorized and directed to execute a requisition for payment of Bond Counsel's compensation, but solely from the proceeds of the Bonds. Section 9. Official Action. The Chairman, the Vice -Chairman, the Treasurer, the Secretary, and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance, sale and delivery of the Bonds as described herein. Section 10. Effective Date. This Resolution shall take effect from and after its adoption. ADOPTED this 2nd day of January, 1990, by the following vote: AYES: DIRECTORS AVILA, STET4RICF, NPTANJO, LATTA, MOSES NOES: DIRECTORS NONE ABSENT: DIRECTORS NONE ABSTAIN: DIRECTORS NONE AZUSA PUBLIC FINANCING AUTHORITY (SEAL) ATTEST: 944& ! Chairmafi -3- CITY OF AZUSA CERTIFIED DOCUMENT The foregoing instrument is an official record of the Office of the City Clerk, City of Azusa, County of Los Angeles, State of California and is hereby certified to be true and correct. MTV nP A7TTRA. rAT.TVr)0MTA By: Dated this 2nd day of January, 1990. -4- 0 EXHIBIT A AN AGREEMENT FOR BOND COUNSEL SERVICES RELATING TO THE AZUSA PUBLIC FINANCING AUTHORITY WHEREAS, an agreement is entered into as of the 21st day of December 1989, by and between the CITY OF AZUSA, CALIFORNIA, a municipal corporation (the "City"), on behalf of the AZUSA PUBLIC FINANCING AUTHORITY, a proposed joint powers agency (the "Authority"), and BURKE, WILLIAMS, SORENSEN & GAAR (the "Bond Counsel"); and WHEREAS, the City wishes to enter into a lease financing arrangement with the Azusa Public Financing Authority, a joint powers agency proposed to be created by agreement between the City and the redevelopment agency of the City (upon activation of such agency), for the financing of the Marks Roos Pool of the City (the "Project"); and WHEREAS, it is proposed that the Authority will issue lease revenue bonds (the "Bonds") to finance the acquisition of the Project for lease to the City; and WHEREAS, in order to issue the Bonds, the Authority and the City require the advice and assistance of qualified bond counsel; and WHEREAS, the City has determined that attorneys are qualified to perform the services of bond counsel in the issuance of the Bonds, and Bond Counsel is willing to provide such services; NOW, THEREFORE, IT IS AGREED as follows: Duties. Bond Counsel shall provide the following services: a. Consultation and cooperation with the City's and the Authority's attorneys, financial advisor and other consultants, underwriters, staff and employees of the City and assisting such consultants, underwriters, staff and employees in the formulation of a coordinated financial and legal financing program. b. Draft or review of all resolutions, notices and other documents required by California law for the authorization of the Bonds and for the issuance, sale and delivery of the Bonds. Preparation of and rendering service and instruction to the Authority and the City regarding all legal proceedings for the authorization, issuance and delivery of Bonds of the Authority for the Project; including preparation of the resolution of issuance and the trust indenture authorizing the issuance of such Bonds, fixing the date, denominations, numbers, maturity and interest rates, providing the form of the Bonds and authorizing their execution, authentication and registration; certifying the terms and. conditions upon which the same are to be issued; providing for the setting -up of special funds for the disposition of proceeds of the sale of the Bonds, including creation of a reserve fund, if any, and such other funds as may be advisable, and providing all other details in connection therewith, including special covenants and clauses for the protection of the interests of the bondowners; preparation of the resolution authorizing sale of all or any part of the authorized Bond issue; preparation of all documents required for Bond delivery, and supervising such delivery; preparation of all other proceedings incidental to or in connection with the issuance, sale and delivery of Bonds for the Project. d. Assist the Authority's and the City's staff and financial advisor in the preparation and review of the Official Statement or similar disclosure document to be used in connection with the offering and sale of the Bonds. (It is understood, however, the Bond Counsel will not independently verify, or assume responsibility for, the accuracy, completeness or fairness of the statements contained therein, other than the description of the Bonds and of the legal documents which it has drafted.) e. Provide tax advice, including the preparation of a non -arbitrage certificate for federal income tax purposes and, if necessary, apply for a ruling from the Internal Revenue Service regarding the federal tax status of interest on the Bonds. Determine the need for obtaining a permit to issue Bonds under the securities laws (state or federal) or no -action letters from the Securities Exchange Commission and California Corporations Commission and under the Securities last opinions required by Reg 15c2-12. g. Review a certified transcript of the legal proceedings taken by the Authority and the City for the authorization, issuance and sale of the Bonds, and review such other reports and documents as the Authority and the City deems necessary for the purposes of the opinion described below. h. Upon completion of proceedings to the satisfaction of Bond Counsel, provide a legal opinion unqualifiedly approving in all regards the validity of the Bonds, the legality of all proceedings for the authorization, issuance and delivery of Bonds and all other transactions relating to the Project, and stating that interest on the Bonds is excluded from gross income for federal tax purposes and exempt from state personal income taxation (subject to certain qualifications), which opinion shall inure to the benefit of the purchasers of the Bonds. i. Such other and further services as are normally performed by Bond Counsel. 2. Duties - Exceptions. The following services are excepted from the services to be rendered for the fees set forth in Section 3 of the Resolution. a. Any services to be rendered in any litigation involving the Authority or the City; b. Any services required to obtain federal, state or other subventions or loans other than sale and delivery of municipal securities to any federal or state agency; and c. Any services with respect to the acquisition or construction of lands and improvements with the proceeds of the Bonds. 3. Compensation and Payment. a. Compensation for the services shall be based on the following percentages of securities issued and sold: .4% of the first $5,000,000 principal amount of securities, plus .25% of the next $5,000,000 principal amount of securities, plus .125% of the next $10,000,000 principal amount of securities, plus .0625% of the principal amount of securities over $20,000,000. A-2 b. For each local obligation acquired, an additional fee shall be paid equal to 66.7% of the schedule set out in paragraph 3.a hereof for additional document preparation, opinion to the Authority on the validity of the obligation, preparing the obligation and rendering necessary tax and/or defeasance opinions. c. In addition to the base legal fee, Bond Counsel shall be compensated for direct out-of-pocket expenses such as travel outside the State of California, messenger and delivery . services, photocopying and transcript binding (but specifically excluding the costs of travel within the State of California). d. Any and all fees and expenses under this Agreement shall be paid only from bond proceeds when and if the Bonds are issued. In the event the Bonds are not issued, neither the Authority not the City will not be obligated for any compensation or reimbursement of any kind. 4. Responsibilities of Authority and the City. The Authority and the City shall reasonably cooperate with Bond Counsel and shall furnish Bond Counsel, as requested, with copies of all proceedings taken by the Authority and the City, and such other matters as are reasonably deemed necessary by Bond Counsel to render an opinion upon the validity of such proceedings. 5. Termination of Agreement. Notwithstanding any other provisions of this Agreement, this Agreement may be terminated, with or without cause, by the Authority, the City or Bond Counsel at any time by giving written notice to the other parties. In the event of termination, all finished and unfinished documents, exhibits, project data, reports, and evidence shall, at the option of the Authority and the City, become its property and shall be delivered to it by Bond Counsel. 6. Public Financing Authority. It is understood that this Agreement shall inure to the benefit of and be binding upon any public financing authority hereafter created by agreement between the City of Azusa and its redevelopment agency. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by their respective officers and representatives duly authorized, on the day and year first above written. CITY OF AZUSA, CALIFORNIA BURKE, WILLIAMS, SORENSEN & GAAR By: Norman E. Gaar, Esq. A-3