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HomeMy WebLinkAboutRES 2011-43RESOLUTION NO. 2011-43 RESOLUTION OF THE CITY OF DIAMOND BAR AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING TO THE CONVERSION OF THE INTEREST RATE TO A FIXED RATE WITH RESPECT TO THE CITY OF DIAMOND BAR PUBLIC FINANCING AUTHORITY VARIABLE RATE LEASE REVENUE BONDS, 2002 SERIES A, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS IN CONNECTION THEREWITH. The City Council of the City of Diamond Bar does hereby find, order and resolve as follows Recitals. The City of Diamond Bar (the "City") is a municipal corporation and a general law city duly organized and existing under and pursuant to the Constitution and laws of theState of California (the "State").= The City of Diamond Bar Public Financing Authority (the "Authority") has assisted the City to finance a community/senior center and other public improvements in the City through the issuance of the $13,755,000 City of Diamond Bar Public Financing Authority Variable Rate Lease Revenue Bonds, 2002 Series A (the "Bonds") pursuant to that certain Indenture, dated as of December 1, 2002 (the "Indenture"), by and between the Authority and Union Bank, N.A., formerly known as Union Bank of California, N.A., as trustee (the "Trustee"). The Bonds were originally issued on December 19, 2002 in the aggregate principal amount of $13,755,000. Since the date of their initial issuance, the Bonds have borne interest at a Weekly Rate (as such term is defined in the Indenture) and the regularly scheduled payments of principal and interest on the Bonds have been payable from the proceeds of draws upon an irrevocable direct -pay letter of credit issued by Union Bank, N.A., formerly known as Union Bank of California, N.A. (the "Letter of Credit"). The City has determined that it is in the best interest of the City: (i) to convert the interest rate on the Bonds to a Fixed Rate (as such term is defined in the Indenture) on December 1, 2011 in accordance with the provisions of the Indenture; and (ii) to terminate the Letter of Credit on December 1, 2011 in accordance with the provisions of the Indenture and the Reimbursement Agreement (as such term is defined in the Indenture). The forms of the documents necessary to accomplish the conversion of the interest rate on the Bonds to a Fixed Rate and the termination of the Letter of Credit are on file with the City Clerk (the"Clerk") as described herein. All acts, conditions and things required by the Constitution and laws of the State to exist, to have happened and to have been performed precedent to and in connection 2011-43 with the conversion of the interest rate on the Bonds to a Fixed Rate and the termination of the Letter of Credit 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 financing for the purpose, in the manner and upon the terms herein provided. Findings. The City Council hereby specifically finds and declares that each of the statements, findings and determinations of the City set forth in the recitals set forth above and in the preambles of the documents approved herein are true and correct. Authorization of Conversion and Termination. The City Council hereby authorizes the conversion of the interest rate on the Bonds to a Fixed Rate and the termination of the Letter of Credit. Remarketing Agreement. The form of the Remarketing Agreement, by and among the City, the Authority and E.J. De La Rosa & Co., Inc., as remarketing agent (the "Remarketing Agent"), presented to this meeting and on file with the Clerk is hereby approved. Each of the Mayor of the City (the "Mayor"), the City Manager of the City (the "City Manager") and the Assistant City Manager of the City (the "Assistant City Manager") or their designees (collectively, the "Authorized Officers"), is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Remarketing Agreement in substantially said form, with such changes therein as the Authorized Officer or Officers executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof by one or more of the Authorized Officers; provided that: (i) the aggregate true interest cost of the Bonds shall not exceed 6.0% after conversion to a Fixed Rate; and (ii) the Remarketing Agent's fee shall not exceed 0.6% of the outstanding aggregate principal amount of the Bonds. Preliminary Reoffering Memorandum. The form of the Preliminary Reoffering Memorandum presented to this meeting and on file with the Clerk is hereby approved. The City Manager and his designee are hereby authorized to make such changes to the Preliminary Reoffering Memorandum as are necessary to make it final as of its date and are authorized and directed to execute and deliver a certificate deeming the Preliminary Reoffering Memorandum final as of its date in accordance with Rule 15c2-12 promulgated under the Securities Exchange Act of 1934. Each of the Authorized Officers is hereby authorized and directed to execute, approve and deliver the final Reoffering Memorandum in the form of the Preliminary Reoffering Memorandum with such changes, insertions and omissions as the Authorized Officer or Officers executing said document may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof by one or more of such Authorized Officers. Continuing Disclosure Certificate. The form of the Continuing Disclosure Certificate presented to this meeting and on file with the Clerk is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Certificate in -- 2011-43 substantially said form, with such changes therein as the Authorized Officer or Officers executing such document may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof by one or more of such Authorized Officers. Amendment No. 1 to Lease Agreement. Each of the Authorized Officers is hereby authorized and directed to execute and deliver an Amended and Restated Lease Agreement or an Amendment No. 1 to Lease Agreement, with such changes, insertions and omissions as may be required to implement the conversion of the interest rate on the Bonds to a Fixed Rate and the termination of the Letter of Credit and to address comments received from the credit rating agencies in connection therewith. Attestations. The Clerk and such person or persons as may have been designated by the Clerk to act on her behalf, are hereby authorized and directed to attest the signature of the Authorized Officers designated herein to execute any documents described herein, and to affix and attest the seal of the City, as may be required or appropriate in connection with the execution and delivery of the Remarketing Agreement, the Continuing Disclosure Agreement and the Reoffering Memorandum. Financial Service Contracts. The form of the contract (the "Bond Counsel Agreement") between the City and Stradling Yocca Carlson & Rauth, a Professional Corporation, -- presented at this meeting is hereby approved and the form of the contract (the "Financial Advisor Agreement") between the City and Fieldman Rolapp & Associates, Inc. presented at this meeting is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Bond Counsel Agreement and the Financial Advisor Agreement in substantially said forms, with such changes therein as the Authorized Officer or Officers executing such document may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof by one or more of such Authorized Officers. Other Actions. The Authorized Officers are each hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which each may deem necessary or advisable (including the payment of other costs of issuance approved by the City Manager or his designee) in order to consummate the conversion of the interest rate on the Bonds to a Fixed Rate and the termination of the Letter of Credit and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Bonds, the Remarketing Agreement, the Continuing Disclosure Certificate, the Preliminary Reoffering Memorandum, the Reoffering Memorandum and the Amended and Restated Lease Agreement or Amendment No. 1 to Lease Agreement, including but not limited to amendments or supplements to the Indenture and the Site Lease, dated as of December 1, 2002, by and between the Authority and the City. Such actions heretofore taken by such officers or designees are hereby ratified, confirmed and approved. Effect. This Resolution shall take effect immediately upon its passage. 2011-43 Certification. The Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions. PASSED, APPROVED, and ADOPTED on October 18, 2011. STEVt TYE, M467 1, Tommye Cribbins, City Clerk of the City of Diamond Bar, do hereby certify that the foregoing Resolution was passed, approved and adopted at a regular meeting of the City Council of the City of Diamond Bar held on the 18th day of October 2011 by the following vote: AYES: COUNCIL MEMBERS: Everett, Herrera, Tanaka, MPT/Chang, M/Tye NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None ABSTAINED: COUNCIL MEMBERS: None j6'),24 - , Tommye Cribbins, tCiiy Clerk, City of Diamond Ba 2011-43