HomeMy WebLinkAboutResolution No. 2019-C64RESOLUTION NO. 2019-64
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA
PROVIDING FOR THE ISSUANCE OF ONE OR MORE SERIES OF
CITY OF AZUSA TAXABLE PENSION OBLIGATION BONDS, AND
APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION
AND DELIVERY OF AN INDENTURE RELATING THERETO, AND
AUTHORIZING A VALIDATION ACTION AND AUTHORIZING
CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH
WHEREAS, the City Council of the City of Azusa (the "City Council" and the "City",
respectively) adopted a retirement plan pursuant to the Public Employees' Retirement Law,
commencing at Section 20000 of the Government Code of the State of California, as amended
(the "PERS Law");
WHEREAS, among other things, the PERS Law obligates the City (1) to amortize the
unfunded accrued actuarial liability to the California Public Employees' Retirement System
(including any successor system established by the State of California, (the "State Retirement
System"), with respect to pension benefits for its employees who are members thereof; and (2) to
make appropriate funds to provide annual contributions to the State Retirement System to fund
pension benefits for said employees;
WHEREAS, the obligation of the City to pay its unfunded accrued actuarial liability to
the State Retirement System and its normal annual contribution to the State Retirement System
(collectively, the "PERS Obligation") is evidenced by a contract between the City and the State
Retirement System, dated as of December 20, 1948, as amended thereafter from time to time
(collectively, the "PERS Contract");
WHEREAS, the City desires to authorize the issuance of its City of Azusa 2020 Taxable
Pension Obligation Bonds (the "Bonds"), in a principal amount not to exceed $82,000,000,
pursuant to the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of
the California Government Code, commencing with section 53570 of said Code (the "Bond
Law"), for the purpose of refunding all or a portion of the City's obligation to PERS, as
evidenced by the PERS Contract, to pay the unfunded accrued actuarial liability of the City with
respect to pension benefits under the Public Employees' Retirement Law, and paying the costs of
issuance of the Bonds;
WHEREAS, the City desires to authorize the issuance of additional pension obligation
bonds (the "Additional Bonds") for the purpose of refunding any additional PERS Obligations,
in the future from time to time;
WHEREAS, there has been presented to this meeting the form of an Indenture proposed
to be entered into by and between the City and Wilmington Trust National Association, as trustee
(the "Trustee"), relating to the Bonds (the "Indenture");
WHEREAS, there has been presented to this meeting the form of a Bond Purchase
Agreement, proposed to be entered into by and between the City and an underwriter to be
selected at a later date, relating to the sale of the Bonds; and
WHEREAS, this Council desires to authorize and direct the execution of certain
documents and the issuance of the Bonds; and
WHEREAS, the City has full legal right, power and authority under the Constitution and
the laws of the State of California to enter into the transactions hereinafter authorized;
NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY
THE CITY COUNCIL OF THE CITY OF AZUSA AS FOLLOWS:
SECTION 1. Recitals. The foregoing recitals are true and correct and this Council
hereby so finds and determines.
SECTION 2. Findim-, . The Council hereby finds and declares that the issuance of the
Bonds to refund the obligation of the City under the PERS Contract, paying the costs of issuance
for the Bonds, and the other actions contemplated hereby are in the best interests of the City and
are expected, based on investment and other assumptions, to result in significant savings to the
taxpayers of the City.
SECTION 3. Issuance of Bonds. The Council hereby authorizes and approves the
issuance of the Bonds to refund the obligation of the City under the PERS Contract and the
issuance of Additional Bonds from time to time to refund any additional PERS Obligations, and
the Council hereby authorizes and directs any of the Mayor, the Mayor Pro Tem, the City
Manager, and the Director of Administrative Services of the City (each, an "Authorized
Officer") to execute the Bonds and the City Clerk of the City (the "City Clerk") to attest the
signatures thereto and to cause the Bonds to be authenticated and delivered in accordance with
the Indenture; provided, that the aggregate principal amount of the Bonds (which in no event shall
exceed eighty two million dollars ($82,000,000) shall not exceed the sum of the unpaid principal
amount of the PERS Obligation, plus the underwriter's discount on the Bonds, and plus the
original issue discount (if any) on the Bonds, and plus the costs of issuance of the Bonds
(including any bond insurance premiums and administrative cost related to the Bonds); and
provided further, that the interest rate on the Bonds shall not exceed five percent (5%); and
provided further, that the Bonds shall mature not later than thirty (30) years from their date of
issuance. The Bonds shall be in substantially the forms set forth in the Indenture, with such
changes therein, deletions therefrom and additions thereto as an Authorized Officer, or said
officer's designee, shall approve as provided herein, such approval to be conclusively evidenced
by the execution and delivery of the Bonds. Any Bonds may (as determined by an Authorized
Officer or said officer's designee), be issued as fixed rate bond, auction rate securities, variable
rate bonds, indexed notes, current interest bonds, deferred interest bonds, capital appreciation
bonds, convertible capital appreciation bonds, embedded cap bonds, equity participation bonds
or synthetic or hedged fixed rate bonds (or any combination of the foregoing) and may have
applicable call features, base rates, variable rate determination methods, index maturities,
spreads, spread multipliers, authorized denominations, payment date, applicable indexes and
other variable items related thereto and may use credit enhancement (including, but not limited
to, bond insurance, letters of credit and surety bonds). The City is obligated to satisfy its
obligations under the Bonds from any lawfully available funds of the City.
SECTION 4. The Indenture. The City is hereby authorized to enter into the Indenture
with the Trustee, and an Authorized Officer, or said officers, is hereby authorized and directed to
execute and deliver the Indenture on behalf of the City, which shall be in substantially the form
presented to this meeting, with such changes therein, deletions therefrom and additions thereto as
an Authorized Officer, or said officer's designee, shall approve (but consistent with the authority
granted to an Authorized Officer, or said officer's designee, in Section 3 hereof including, but
not limited to, additions necessary for the issuance of the types of bonds referred to in Section 3
hereof) in consultation with the City Attorney ("City Attorney") and Best Best & Krieger LLP,
Bond Counsel for the Bonds, and such approval shall be conclusively evidenced by the execution
and delivery of the Indenture. Pursuant to the terms of the Indenture, any Additional Bonds shall
be issued pursuant to supplemental indentures, subject to the limitations contained herein and in
the Indenture.
SECTION 5. Bond Purchase Agreement. The City Council approves and authorizes
the issuance and sale of the Bonds by negotiation with the Underwriter pursuant to the Bond
Purchase Agreement between the City and the Underwriter in the form presented to the City
Council at the meeting at which this Resolution is adopted, together with any changes therein or
additions thereto which are deemed advisable by the authorized officers upon consultation with
Bond Counsel and the Municipal Advisor.
SECTION 6. Financing Participants. Urban Futures, Incorporated is hereby appointed
to act as municipal advisor for the Bonds. Best Best & Krieger LLP is hereby appointed as Bond
Counsel and Disclosure Counsel for the Bonds. The City will appoint an underwriter for the
Bonds after a review of proposals from various underwriting firms to be approved by the City
Council at a later date.
SECTION 7. Validation Action. The officers and agents of the City are, and each of
them hereby is, authorized and directed to do any and all things, including bringing, a validation
action under Section 860 of the California Code of Civil Procedure, and to execute and deliver
any and all documents which they or any of them deem necessary or advisable in order to
consummate the transactions contemplated by this resolution, the Indenture and the Bonds, the
Bonds Purchase Agreement, and otherwise to carry out, give effect to and comply with the terms
and intent of this resolution, and all such actions heretofore taken by such officers are hereby
ratified, confirmed and approved.
SECTION 8. Official Actions. The Authorized Officers and any and all other officers of
the City are hereby authorized and directed, for and in the name and on behalf of the City, to do
any and all things and take any and all actions, which they, or any of them, may deem necessary or
advisable in the issuance, sale and delivery of the Bonds. Whenever in this Resolution any officer
of the City is directed to execute or countersign any document or take any action, such execution,
countersigning or action may be taken on behalf of such officer by any person designated by such
officer to act on his or her behalf in the case such officer is absent or unavailable.
SECTION 9. Effective Date. This resolution shall take effect immediately upon its
passage.
PASSED, APPROVED and ADOPTED this 16th day of December 2019.
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Jos h Romero Rocha
Mayor
ATTEST
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF AZUSA )
I HEREBY CERTIFY that the foregoing Resolution No. 2019-C64 was duly adopted by
the City Council of the City of Azusa at a regular meeting thereof held on the 16'h day of
December 2019, by the following vote of the Council:
AYES:
COUNCILMEMBERS: GONZALES, CARRILLO, MACIAS, ALVAREZ, ROCHA
NOES:
COUNCILMEMBERS: NONE
ABSENT:
COUNCILMEMBERS: NONE
APPROVED AS TO FORM:
BestTArney
& Krieger L P
City