HomeMy WebLinkAboutResolution No. 11-C82RESOLUTION NO. 1 I -C82
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AZUSA APPROVING AN INSTALLMENT , SALE
AGREEMENT AND IRREVOCABLE PREPAYMENT
INSTRUCTIONS AND AUTHORIZING THE DEFEASANCE
AND REFUNDING OF THE CERTIFICATES OF
PARTICIPATION (1994 SEWER SYSTEM REFINANCING
PROJECT) AND AUTHORIZING THE FINANCING OF
ADDITIONAL FACILITIES TO IMPROVE THE CITY'S
WASTEWATER SYSTEM
WHEREAS, the City of Azusa (the "City") previously entered into an Installment
Sale Agreement, dated as of March 1, 1994 (the "1994 Installment Sale Agreement"), whereby
the City (i) refinanced certain improvements to the City's water system (the "1994 Project") and
(ii) obligated itself to make installment payments in the amounts and on the dates specified in the
1994 Installment Sale Agreement (the "1994 Installment Payment Obligation"); and
WHEREAS, in order to finance the 1994 Project, the City authorized the
preparation, execution and delivery of certificates of participation in the aggregate principal
amount of $3,100,000 (the "1994 Certificates") pursuant to a Trust Agreement, dated as of
March 1, 1994, by and among the City, the Azusa Public Financing Authority, and Wells Fargo
Bank, National Association (the "Trustee"), as successor trustee (the "1994 Trust Agreement");
and
WHEREAS, the City Council (the "City Council") has determined that it is in the
best interests of the City that the 1994 Installment Payment Obligation be reduced by refinancing
the 1994 Project at interest rates which are lower than those with regard to the 1994 Certificates;
and
WHEREAS, in order to accomplish such refinancing it is necessary and desirable
for the City to secure payment of the 1994 Installment Payment Obligation, thereby defeasing
the 1994 Certificates, as permitted and provided in the 1994 Installment Sale Agreement and the
1994 Trust Agreement; and
WHEREAS, in order to secure the payment of the 1994 Installment Payment
Obligation, it is necessary and desirable to sell and transfer the Project to Capital One Public
Funding, LLC (the "Corporation") and to immediately reacquire the 1994 Project by purchasing
the 1994 Project from the Corporation pursuant to the Installment Sale Agreement, hereinafter
more particularly described; and
WHEREAS, the City desires to raise additional funds for repair, replacement and
expansion of its wastewater transmission system (the "Project"); and
WHEREAS, the Corporation will provide the funds necessary to secure payment
of the 1994 Installment Payment Obligation and defease the 1994 Certificates and to finance the
Project by acquiring an Installment Sale Agreement between the Corporation and the City (the
"Installment Sale Agreement"), under which it will receive Installment Payments; and
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Section 4. Acquisition Agreement. The City hereby approves the Acquisition
Agreement among the City, the Corporation, and Wells Fargo Bank, National Association, as
Custodian or Disbursement Agent. The Mayor, the City Manager and the Chief Financial
Officer/Administrative Services Director are, and each of them is, authorized to execute,
acknowledge and delivery the Acquisition Agreement on behalf of the City.
Section 5. Modifications. The approval of said agreements given by this
resolution shall apply to any modification or amendment of any said agreements which is agreed
upon and approved by Special Counsel to the City, and the City Manager or the Chief Financial
Officer/Administrative Services Director, as being necessary to carry out the provisions thereof
and the authorizations and direction provided in this resolution.
Section 6. Further Action. The Mayor, the City Manager, the Chief Financial
Officer/Administrative Services Director and the City Clerk, or their written designees, are
authorized to take any and all action which is directed by Special Counsel to the City with
respect to the execution, acknowledgment and delivery of the aforementioned agreements which
in the opinion of said Special Counsel is necessary in order for the authorizations and direction
provided in this resolution to be carried out.
PASSED, APPROVED and adopted by the City Council of the City Council of
the City of Azusa at a regular meeting thereof held November 21, 2011, and approved by the
following vote:
oseph'R. Rocha, Mayor
ATTEST:
Vera Mendoza, City Clerk
I HEREBY CERTIFY that the foregoing Resolution No. 11-C82 was duly
adopted at a regular meeting of said City Council on the 21st day of November, 2011, by the
following vote of the Council:
AYES: COUNCILMEMBERS: GONZALES, CARRILLO, MACIAS, HANKS, ROCHA
NOES: COUNCILMEMBERS: NONE
ABSEN CO CILMEMBERS: NONE
Vera Mendoza, City Clerk
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