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HomeMy WebLinkAboutResolution No. UB- 12-C25RESOLUTION NO. 12-C25 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 ELECTRIC SYSTEM IMPROVEMENTS AND THE ISSUANCE AND SALE OF WATER SYSTEM REVENUE REFUNDING BONDS AND ELECTRIC 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 a Series A Installment Sale Agreement, dated as of August 1, 2003 (the "2003A Installment Sale Agreement"), by and between the Financing Authority for Resource Efficiency of California ("FARECal") and the City, for the purpose of financing the refunding of all of the Azusa Public Financing Authority Revenue Bonds, Series 1993 A (City of Azusa Water System Acquisition Project) (the "2003A Project"); and WHEREAS, pursuant to the 2003A Installment Sale Agreement, the City agreed to pay certain installment payments (the "2003A Installment Payments") and FARECal caused to be executed and delivered the Financing Authority for Resource Efficiency of California Certificates of Participation, 2003 Series A (Water System Capital Improvements Program) (the "2003A Certificates") pursuant to a Trust Agreement, dated as of August 1, 2003, by and between FARECal and Wells Fargo Bank, National Association, as trustee thereunder; and WHEREAS, the City desires to refinance all of the 2003A Project and prepay all of the 2003A Installment Payments and all of the related 2003A Certificates through the issuance of Water System Refunding Revenue Bonds, Series 2012A (the "Water Bonds") pursuant to an Indenture (the "Water Indenture") by and between the City and Wells Fargo Bank, National Association, as trustee thereunder (the "Water Trustee"), and the contribution of certain available moneys of the Water System; and WHEREAS, the City owns and operates that certain electric system (the "Electric System"); and WHEREAS, the City previously executed and delivered a Series B Installment Sale Agreement, dated as of August 1, 2003 (the "2003B Installment Sale Agreement"), by and between FARECal and the City, for the purpose of financing the acquisition, construction and installation of a substation, including associated equipment and facilities, and certain upgrades to the distribution lines and equipment of the City's Electric System that are adjacent to such substation (the "2003B Project"); and WHEREAS, pursuant to the 2003B Installment Sale Agreement, the City agreed to pay certain installment payments (the "2003B Installment Payments") and FARECal caused to be executed and delivered the Financing Authority for Resource Efficiency of California Certificates of Participation, 2003 Series B (Electric System Capital Improvements Program) (the "2003B Certificates") pursuant to a Trust Agreement, dated as of August 1, 2003, by and between FARECal and Wells Fargo Bank, National Association, as trustee thereunder; and WHEREAS, the City desires to refinance all of the 2003B Project and prepay all of the 2003B Installment Payments and all of the related 2003B Certificates through the issuance of Electric System Refunding Revenue Bonds, Series 2012B (the "Electric Bonds" and, together with the Water Bonds, the "Bonds") pursuant to an Indenture (the "Electric Indenture" and, together with the Water Indenture, the "Indentures") by and between the City and Wells Fargo Bank, National Association, as trustee thereunder (the "Electric Trustee"); and WHEREAS, the funds to refund all of the 2003A Certificates will be applied pursuant to Escrow Instructions (the "2003A Escrow Instructions"), by and among the City, FARECal and Wells Fargo Bank, National Association, as escrow agent thereunder; and WHEREAS, the funds to refund all of the 2003B Certificates will be applied pursuant to Escrow Instructions (the "2003B Escrow Instructions" and, together with the 2003A Escrow Instructions, the "Escrow Instructions"), by and among the City, FARECal and Wells Fargo Bank, National Association, as escrow agent thereunder; and WHEREAS, E. J. De La Rosa & Co., Inc. has submitted to the City a proposed form of an agreement to purchase the Water Bonds in the form of a Purchase Agreement (the "Water Bonds Purchase Agreement') and a proposed form of an agreement to purchase the Electric Bonds in the form of a Purchase Agreement ("the Electric Bonds Purchase Agreement' and, together with the Water Bonds Purchase Agreement, the "Purchase Agreements"); 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 Water Bonds and a Continuing Disclosure Agreement with respect to the Electric Bonds (collectively, the "Continuing Disclosure Agreements"); 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 2 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 refinancings described in the recitals of this Resolution and the execution and delivery of the Water Bonds in the not -to - exceed aggregate principal amount of $11,000,000 and the Electric Bonds in the not -to -exceed aggregate principal amount of $6,500,000; provided any refunding to be accomplished with the proceeds from the sale of the Water Bonds will result in a minimum average net present value savings of 5%, expressed as a percentage of the principal amount of the 2003A Certificates being prepaid and any refunding to be accomplished with the proceeds from the sale of the Electric Bonds will result in a minimum average net present value savings of 5%, expressed as a percentage of the principal amount of the 2003B Certificates being prepaid. Section 3. The forms of the Indentures attached hereto are 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 Indentures in substantially said forms, 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 Water Bonds shall not exceed 3.00% per annum and the true interest cost applicable to the interest on the Electric Bonds shall not exceed 3.50% per annum. Section 4. The forms of the Purchase Agreements attached hereto are 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 Agreements in substantially said forms, 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 Water Bonds shall not exceed 0.423% of the aggregate principal amount of such Water Bonds and the underwriter's total fees for the sale of the Electric Bonds shall not exceed 0.423% of the aggregate principal amount of such Electric Bonds. Section 5. 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 3 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 6. 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 7. The forms of the Escrow Instructions attached hereto are 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 forms, 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 8. The forms of the Continuing Disclosure Agreements attached hereto are 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 Agreements in substantially said forms, 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. 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. Section 10. 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, are hereby approved, confirmed and ratified. Section 11. 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 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. 2 Section 12. The City Clerk 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 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. ADOPTED AND APPROVED THIS 23rdDAY OF APRIL, 2012. /Joseph R. Roc Mayor ATTEST: Vera Mendoza, City Clerk —/% I HEREBY CERTIFY that the foregoing Resolution No. 12-C25, was duly adopted by the City Council of the City of Azusa at a regular meeting thereof on the 23`d day of April, 2012. AYES: COUNCILMEMBERS: GONZALES,CARRILLO, MACIAS, HANKS, ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: CILMEMBERS: NONE era Mendoza, City Clerk CERTIFICATE OF THE CITY CLERK OF THE CITY OF AZUSA WITH RESPECT TO RESOLUTION NO. 12-C25 I, Vera Mendoza, the City Clerk of the City of Azusa (the "City"), DO HEREBY CERTIFY as follows: Attached hereto as Exhibit A is a true, correct and complete copy of Resolution No. 12- C25 (the "Resolution'), duly adopted on April 23, 2012 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 23rd day of April, 2012. I: Vera Mendoza, City Clerk