HomeMy Public PortalAbout2014.001 (01-07-14) LUA RESOLUTION NO. 2014.001
A RESOLUTION OF THE LYNWOOD UTILITY AUTHORITY AUTHORIZING THE
ISSUANCE OF LYNWOOD UTILITY AUTHORITY ENTERPRISE REFUNDING
REVENUE BONDS, 2013 SERIES A, APPROVING AN INDENTURE OF TRUST, AN
ESCROW AGREEMENT AND A BOND PURCHASE AGREEMENT, AUTHORIZING
AND DIRECTING THE EXECUTION THEREOF AND AUTHORIZING ACTIONS
RELATED THERETO
WHEREAS, the Authority is a joint powers authority duly organized and existing
under and pursuant to that certain Joint Exercise of Powers Agreement, dated as of
September 1, 2003, by and between the City of Lynwood (the "City") and the Lynwood
Redevelopment Agency (the "Agency" and, with the City, the "Members"), and under the
provisions of Articles 1 through 4 (commencing with section 6500) of Chapter 5 of
Division 7 of Title 1 of the California Government Code (the "Act"), and is authorized
pursuant to Article 4 of the Act to borrow money for the purpose of financing and
refinancing the acquisition of bonds, notes and other obligations of, or for the purpose of
making loans to, public entities, including the Members, and to provide financing for
public capital improvements of public entities, including the Members;
WHEREAS, the Authority has heretofore authorized, issued and sold $6,930,000
principal amount of its Lynwood Utility Authority Enterprise Revenue Bonds, 2003
Series (the "2003 Bonds"), for the purpose of financing an upfront lease payment
pursuant to a lease agreement, dated as of November 1, 2003 (the "Lease
Agreement"), by and between the City of Lynwood (the "City") and the Authority
whereby the City leased its combined water and sewer enterprise (the "Enterprise") to
the Authority and the Authority leased the Enterprise from the City;
WHEREAS, pursuant to the Lease Agreement, the Authority assumed all rights
and obligations with respect to the Enterprise, although the City retained control of the
operation and maintenance of the Enterprise on behalf of the Authority pursuant to an
enterprise management agreement, dated as of November 1, 2003, by and between the
Authority and the City;
WHEREAS, the 2003 Bonds were issued under and pursuant to an indenture of
trust, dated as of November 1, 2003, by and between the Authority and BNY Western
Trust Company, since succeeded by The Bank of New York Mellon Trust Company,
N.A., as trustee (the "Trustee");
WHEREAS, the payment of the principal of and interest on the 2003 Bonds by
the Authority is secured by a pledge of the net revenues derived from the operation of
the Enterprise;
WHEREAS, the Authority has also heretofore authorized, issued and sold its
$9,755,000 Lynwood Utility Authority Enterprise Revenue Bonds, 2008 Series A (the
"2008 Bonds"), to (a) refund bonds issued in 1995 to finance Enterprise improvements,
(b) finance certain new improvements to the Enterprise, (c) fund a reserve fund for such
bonds, and (d) pay the costs of issuance of such bonds;
WHEREAS, the Authority has also heretofore authorized, issued and sold its
$5,735,000 Lynwood Utility Authority Enterprise Revenue Refunding Bonds, 2009
Series A (the "2009 Bonds"), to (a) refund bonds issued in 1999'4o finance Enterprise
improvements, (b) fund a reserve fund for such bonds, and (c) pay the costs of issuance
of such bonds;
WHEREAS, the Authority has determined that it is in the interests of the.Authority
at this time to provide for the issuance of additional bonds under the Bond Law to (a)
refund, on a current basis, the 2003 Bonds, (b) fund a reserve fund for such bonds, and
(c) pay the costs of issuance of such bonds;
WHEREAS, to that end, the Authority has determined to issue its revenue bonds,
to be designated as the Lynwood Utility Authority Enterprise Refunding Revenue Bonds,
2013 Series A (the "2013 Bonds"), to be secured by a pledge of the net revenues
derived from the operation of the Enterprise on a parity with the 2008 Bonds and the
2009 Bonds;
WHEREAS, WAB Investments, Inc., a wholly-owned subsidiary of Western
Alliance Bank, an Arizona corporation (the "Purchaser"), has proposed to purchase the
2013 Bonds on a private placement basis; and
WHEREAS, the Authority is authorized pursuant to the provisions of section
6546 of the Act (the "Bond Law"), to issue its revenue bonds for the purpose of
financing facilities for the production, storage, transmission, or treatment of water or
waste water;
WHEREAS, the Board of Directors (the "Board") of the Authority has duly
considered such transactions and wishes at this time to approve said transactions in the
public interests of the Authority;
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE LYNWOOD
UTILITY AUTORITY DOES HEREBY RESOLVE, DECLARE, DETERMINE AND
ORDER AS FOLLOWS:
Section 1. Determination to Carry Out Financing. The Board hereby determines to carry
out the issuance and sale of the 2013 Bonds to provide for the refunding of the 2003
Bonds.
Section 2. Issuance of the 2013 Bonds; Approval of Indenture.
(a) The Board hereby authorizes the issuance of the 2013 Bonds. The maximum
aggregate principal amount of the 2013 Bonds is not limited so long as the debt
service payments to be made by the Authority with respect to the 2013 Bonds
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results in net present value savings of at least 3% as compared to the principal
amount of the 2003 Bonds.
(b) The 2013 Bonds shall be issued pursuant to an indenture of trust, by and
between the Authority and the Trustee. The Board hereby approves an indenture in
the form on file with the Secretary (the "Indenture"), together with such non-material
additions thereto and changes therein as the Chair, the Vice Chair, the Executive
Director, or the Treasurer of the Authority (the "Designated Officers") shall deem
necessary, desirable or appropriate, the execution of which by the Authority shall be
conclusive evidence of the approval of any such non-material additions and
changes. The Designated Officers, each acting alone, are hereby authorized and
directed to execute, and the Secretary is hereby authorized and directed to attest to,
the final form of the Indenture for and in the name and on behalf of the Authority.
The Board hereby authorizes the delivery and performance of the Indenture.
Section 3. Approval of Escrow Agreement. The Authority hereby approves an escrow
• agreement, by and between the Authority and The Bank of New York Mellon Trust •
Company, N.A., as escrow bank and as trustee for the 2003 Bonds (the "Escrow
Bank"), in the form of the Escrow Agreement on file with the Secretary (the "Escrow
Agreement"), together with such non-material additions thereto and changes therein as
a' Designated Officer shall deem necessary, desirable or appropriate, the execution of
which by the Authority shall be conclusive evidence of the approval of any such non-
material additions and changes. The Designated Officers, each acting alone, are hereby
authorized and directed to execute, and the Secretary is hereby authorized and directed
to attest to, the final form of the Escrow Agreement for and in the name and on behalf of
the Authority. The Authority hereby authorizes the delivery and performance of the
Escrow Agreement.
Section 4. Sale of 2013 Bonds. The Board hereby approves the sale of the 2013 Bonds
by the Authority by negotiation with .the Purchaser, pursuant to a bond purchase
agreement in the form on file with the Secretary (the "Bond Purchase Agreement"),
together with such non-material additions thereto and changes therein as a Designated
Officer shall deem necessary, desirable or appropriate, the execution of which by the
Authority shall be conclusive evidence of the approval of any such non-material
additions and changes. The Designated Officers, each acting alone, are hereby
authorized and directed to execute the final form of the Bond Purchase Agreement for
and in the name and on behalf of the Authority upon the submission of an offer by the
Purchaser to purchase the 2013 Bonds, which offer is acceptable to a Designated
Officer and consistent with the requirements of this Resolution.
Section 5. Retention of Consultants.
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(a) Montague DeRose and Associates, LLC, Westlake Village, California, is hereby
designated as financial advisor to the Authority in connection with the authorization,
issuance, sale and delivery of the 2013 Bonds. The President, the Vice President or
the Executive Director or the designee thereof is authorized and directed in the
name and on behalf of the Authority to execute a financial advisory agreement with
such firm in the form on file with the Secretary.
(a) Stifel, Nicolaus & Company, Incorporated, Los Angeles, California,:is hereby
designated as placement agent to the Authority in connection with the authorization,
issuance, sale and delivery of the 2013 Bonds. The President, the Vice President or
the Executive Director or the designee thereof is authorized and directed in the
name and on behalf of the Authority to execute a placement agent agreement with
such firm in the form on file with the Secretary.
(b) Quint & Thimmig LLP, Larkspur, California, is hereby designated, as bond
counsel to the Authority in connection the execution and delivery of the bonds. The
President, the Vice President or the Executive Director or the designee thereof is
authorized and directed in the name and on behalf of the Authority to execute an
agreement for legal services with such firm in the form on file with the Secretary.
Section 6. Official Actions. The President, the Vice President, the Executive Director,
the Finance Director, 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 and sale of the 2013 Bonds and-the consummation of the transactions as
described herein.
Section 7. Effective Date. This Resolution shall take effect from and after the date of its
passage and adoption.
PASSED, APPROVED and ADOPTED this 7th day of January, 2014.
1
Ai e Castro, President
ATTEST:
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Maria Quinonez, Secretary if
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
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Fred Galante, Authority Counsel Richard N. Warne,
Interim Executive Director
Amanda Roberson, Director
Finance
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
I, the undersigned, Secretary of the Lynwood Utility Authority, hereby certify that
the foregoing is a full, true and correct copy of a Resolution adopted by the Board of
Directors of the Authority at a regular meeting held on the 7th day of January, 2014.
AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN-BEAS, SOLACHE
. HERNANDEZ AND CASTRO
NOES: NONE
ABSENT: NONE
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ABSTAIN: NONE
/
l � ��
Maria Quinonez, City lerk /
STATE OF CALIFORNIA
) SS.
COUNTY OF LOS ANGELES )
I, the undersigned Secretary of the Lynwood Utility Authority and Clerk of the City
Council of said City, do hereby certify that the above and forgoing is a full, true and
correct copy of Resolution No. 2014.001 on file in my office and that said Resolution
was adopted on the date and by the vote therein stated. Dated this 7th day of January,
2014.
Maria Quinonez, City Clerk /