HomeMy Public PortalAbout2009.001 - LUA (02-17-09)RESOLUTION NO. 2009.001
A RESOLUTION OF THE LYNWOOD UTILITY AUTHORITY APPROVING THE
ISSUANCE AND SALE BY THE LYNWOOD UTILITY AUTHORITY OF NOT TO
EXCEED $5,800,000 PRINCIPAL AMOUNT OF ITS LYNWOOD UTILITY AUTHORITY
ENTERPRISE REFUNDING REVENUE BONDS, 2009 SERIES A, APPROVING AN
INDENTURE OF TRUST, AN ESCROW AGREEMENT, A BOND PURCHASE
AGREEMENT AND A PRELIMINARY OFFICIAL STATEMENT, 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 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; and
WHEREAS, the Lynwood Public Financing Authority (the "Financing Authority")
has heretofore authorized, issued and sold $4,500,000 principal amount of its Lynwood
Public Financing Authority Water Revenue Bonds (Water System Improvement Project),
Series 1995 (the "1995 Bonds"), for the purpose of financing the improvement,
betterment, renovation and expansion of certain facilities within the water distribution
system of the City (the "Water System"); and
~.. WHEREAS, payment of the principal of and interest on the 1995 Bonds was
~ secured by a pledge of revenues received by the Financing Authority, being comprised
' primarily of installment payments made by the City to the Financing Authority (the "1995
Installment Payments") pursuant to an installment purchase agreement, dated as of
October 1, 1995, by and between the Financing Authority and the City (the "1995
Installment Purchase Agreement"); and
WHEREAS, the payment of the 1995 Installment Payments by the City was
secured by a pledge of the net revenues derived from the operation by the City of its
combined water and sewer system (the "Enterprise"); and
WHEREAS, the Financing Authority has also heretofore authorized, issued and
sold $5,850,000 principal amount of its Lynwood Public Financing Authority Water
Revenue Bonds (Water System Improvement Project), Series 1999, of which
$5,410,000 remains outstanding (the "1999 Bonds"), for the purpose of financing the
improvement, betterment, renovation and expansion of certain facilities within the Water
System; and
WHEREAS, payment of the principal of and interest on the 1999 Bonds was
secured by a pledge of revenues received by the Financing Authority, being comprised
primarily of installment payments made by the City to the Financing Authority (the "1999
Installment Payments") pursuant to the 1995 Installment Purchase Agreement, as
supplemented by a supplement to the 1995 Installment Purchase Agreement, dated as
of October 1, 1999 (as so supplemented, the "Installment Purchase Agreement"); and
WHEREAS, the payment of the 1999 Installment Payments by the City was
secured by a pledge of the net revenues derived from the operation of the Enterprise,
on a parity with its obligation to make the 1995 Installment Payments; and
WHEREAS, pursuant to a lease agreement, dated as of November 1, 2003 (the
"Lease Agreement"), by and between the City and the Authority, the City leased the
Enterprise to the Authority and the Authority leased the Enterprise from the City; and
WHEREAS, pursuant to the Lease Agreement, the Authority assumed all rights
and obligations with respect to the Enterprise, including the City's obligations with
respect to making the 1995 Installment Payments and the 1999 Installment Payments
under the Installment Purchase Agreement, 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; 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; and
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 paid to
the City for the lease of the Enterprise pursuant to the Lease Agreement; and
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"); and
WHEREAS, the payment of the principal of and interest on the 2003 Bonds by
the Authority was secured by a pledge of the net revenues derived from the operation of
the Enterprise, on a parity with its assumed obligation to make the 1995 Installment
Payments and the 1999 Installment Payments; and
WHEREAS, the Authority has also heretofore authorized, issued and sold its
Lynwood Utility Authority Enterprise Revenue Bonds, 2008 Series A (the "2008 Bonds"),
to (a) refund, on a current basis, the 1995 Bonds and discharge its obligations to make
the 1995 Installment Payments, (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;
and
WHEREAS, the Authority, after due investigation and deliberation, 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
1999 Bonds and discharge its obligations to make the 1999 Installment Payments, (b)
fund a reserve fund for such bonds, and (c) pay the costs of issuance of such bonds;
and
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,
2009 Series A (the "2009 Bonds"), to be secured by a pledge of the net revenues
derived from the operation of the Enterprise, on a parity with the 2003 Bonds and the
2008 Bonds; and
WHEREAS, the firms of Wedbush Morgan Securities and Stone & Youngberg
LLC (the "Underwriters") have proposed to purchase and underwrite the 2009 Bonds;
and
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 LYNWOOD UTILITY AUTHORITY OF THE CITY OF
LYNWOOD DOES HEREBY FIND, ORDER, AND RESOLVE AS FOLLOWS:
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Section 1. Determination to Carrv Out Project. The Board hereby determines to
carry out the issuance and sale of the 2009 Bonds and the defeasance of the 1999
Bonds.
Section 2. Issuance of the 2009 Bonds Approval of Indenture.
(a) The Board hereby authorizes the issuance of the 2009 Bonds. The maximum
aggregate principal amount of the 2009 Bonds shall not exceed $5,800,000.
(b) The 2009 Bonds shall be issued pursuant to an indenture of trust, by and
between the Authority and the Trustee. The Board hereby approves the Indenture in
substantially the form on file with the Secretary, together with such non-material
additions thereto and changes therein as the Chair, the Vice Chair, the Executive
Director, the Treasurer or the Auditor 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 the
escrow agreement (the "Escrow Agreement"), by and between the Authority and U.S.
Bank National Association, as escrow bank and as trustee for the 1999 Bonds (the
"Escrow Bank"), in substantially the form of the Escrow Agreement on file with the
Secretary, 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 1999 Escrow Agreement for and in the name and on
behalf of the Authority. The Authority hereby authorizes the delivery and performance of
the 1999 Escrow Agreement.
~'~ Section 4. Sale of 2009 Bonds. The Board hereby approves the sale of the 2009
Bonds by the Authority by negotiation with the Underwriters, pursuant to a bond
purchase agreement (the "Bohd Purchase Agreement") in substantially the form on file
with the Secretary, 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, so long as net present value savings of the
debt service on the 2009 Bonds, as compared to the debt service on the 1999 Bonds, is
at least 3%. 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 Underwriters to
purchase the 2009 Bonds, which offer is acceptable to a Designated Officer and
consistent with the requirements of this Resolution. The amount of Underwriters'
discount for the 2009 Bonds shall be not more than 1% of the par amount thereof (not
taking into account any original issue discount on the sale thereof).
Section 5. Official Statement. The Authority hereby approves a preliminary
official statement (the "Preliminary Official Statement") in substantially the form on file
with the Secretary, together with such non-material additions thereto and changes
therein as a Designated Officer shall deem necessary, desirable or appropriate. The
~' Designated Officers, each acting alone, are hereby authorized and directed to deem
' final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except
for permitted omissions, the Preliminary Official Statement. Distribution of the
Preliminary Official Statement by the Underwriter is hereby approved. The Designated
Officers, each acting alone, are hereby authorized to execute the final form of an official
statement (the "Official Statement"), including as it may be modified by such non-
material additions thereto and changes therein as a Designated Officer shall deem
necessary, desirable or appropriate, and the execution of the Official Statement by the
Authority shall be conclusive evidence of the approval of any such non-material
additions and changes. The Authority hereby authorizes the distribution of the Official
Statement by the Underwriter. The Official Statement shall be executed in the name and
on behalf of the Authority by a Designated Officer.
Section 6. Official Actions. The Chair, the Vice Chair, the Executive Director, the
Treasurer, the Auditor, 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 2009 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 17"' Day of February, 2009.
M ria T. Santillan
President
ATTEST:
Maria Quinonez
Secretary
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APPROVED AS TO FORM: APPROVED AS TO CONTENT:
C:'~~ j~~~~~~G~2~0
Fred Galante Roger L ley
Authority Counsel Executive Director
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
)SS.
I, the undersigned, Secretary of the Lynwood Utility Authority, do hereby certify
that the foregoing Resolution was passed and adopted by the Agency at its regular
meeting held on the 17`h day of February, 2009.
AYES: MEMBERS, CASTRO, FLORES, MORTON, RODRIGUEZ, AND
SANTILLAN
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
aria Quinonez, Secretary/`~~~~~
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
)SS.
I, the undersigned, Secretary of the Lynwood Utility Authority, do hereby certify
that the above foregoing is a full, true and correct copy of Resolution No. 2009.001 on
file in my office and that said Resolution was adopted on the date and by the vote
therein stated. Dated this 17`h day of February, 2009.
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Maria Quinonez, S cretary
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