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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 • 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. • (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: 4 �. ,ALAas Maria Quinonez, Secretary if APPROVED AS TO FORM: APPROVED AS TO CONTENT: /11? ti 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 • 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 /