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HomeMy Public PortalAbout89-143 (08-01-89)auserl /natmrl/715334- n/1/071789 RESOLUTION NO. 89 -143 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS, APPROVING THE FORM AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT, AN OFFICIAL NOTICE OF SALE AND AN OFFICIAL BID FORM IN CONNEC- TION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RELATING THERETO, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS, the City, working together with the Cities of Hermosa Beach and Vernon (collectively, the "Participants "), and the Independent Cities Lease Finance Authority (the "Authority "), a joint exercise of powers agency of which the City is a member, is proposing to proceed with a joint lease financing; and WHEREAS, in connection therewith, the City proposes to finance the acquisition of certain properties for a corporate yard, the reconstruction of Atlantic Boulevard and the rehabilitation of the Lynwood City Hall and community center, such properties being described in Exhibit A ' to the Lease Agreement (as hereinafter defined) (collectively, the "Project ") and it is in the public interest and for the public benefit that the City authorize and direct execution of the Lease Agreement and certain other financing documents in connection therewith; and WHEREAS, in order to finance the Project, the City proposes to enter into (a) a Lease Agreement dated as of September 1, 1989 (the "Lease Agreement ") between the City and the Authority under which the Authority will lease its interest in the Project to the City, (b) a Site and Facility Lease dated as of September 1, 1989 (the "Site Lease ") between the City and the Authority under which the City will lease its interest in the sites and facilities relating to the Project to the Authority so that the Authority may acquire and construct the Project and lease it to the City, and (c) a Trust Agreement dated as of September 1, 1989 (the "Trust Agreement ") among the City, the other Participants, the Authority and Seattle -First National Bank, as Trustee (the "Trustee ") under which certificates of participation (the "Certificates ") in the Participants' lease payments pursuant to their respective lease agreements will be executed and delivered; and WHEREAS, pursuant to the City's authorization, Kelling, Northcross & Nobriga, Inc. (the "Financial Advisor ") has prepared and presented to the City a Preliminary Official Statement (the "Preliminary Official Statement ") containing information material to the offering and sale of the Certificates and special legal counsel to the City has prepared and presented to the City a notice of intention (the "Notice of Intention "), a notice of sale (the "Official Notice of Sale ") and a bid form (the "Official Bid Form "); and WHEREAS, forms of each such document have been filed with the City, and the members of the City Council, with the aid of its staff, have reviewed said documents; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the financing authorized hereby 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 purposes, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LYNWOOD AS FOLLOWS: SECTION 1. Declaration of Council This Council hereby specifically finds and declares that the actions autho- rized hereby constitute and are with respect to the public affairs of the City, and that the statements, findings and determinations of the City set forth in the preambles above and of the documents approved herein are true and correct. SECTION 2. Authorization, Execution and Delivery of Agreements For the purposes of financing the Project, the form, terms and provisions of the proposed Lease Agreement, Site Lease and Trust Agreement (collectively, the "Agreements ") be,'and they hereby are in all respects approved. The Mayor, and any other City officer or official authorize by the Mayor are authorized, empowered and directed to execute and deliver the Agreements in the name and on behalf of the City and thereupon to deliver the Agreements to the other parties thereto. The Agreements are to be in substantially the forms before this meeting and hereby approved, or with such changes therein not inconsistent with Section 3 below as shall be approved by the officials of the City executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of Agreements before this meeting. From and after the execution and delivery of the Agreements, the officials, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Agreements as executed. -2- SECTION 3. Limitations on Provisions of Lease Agree- ment In no event shall (a) the term of the Lease Agreement exceed years, (b) the principal amount of Lease Payments pay- able un er the Lease Agreement exceed $2,300,000 and (c) the Lease Payments payable by the City in an twelve -month period ending on September 1 of each year exceed $ 245,000 SECTION 4. Official Notices. The Official Notice of Sale, the Official Bid Form and Notice of Intention relating to the -sale of the Certificates are hereby approved, and the Financial Advisor is hereby directed in the name of the City to publish or cause the publication of the Notice of Intention as required by law, and to distribute the Official Notice of Sale to prospective purchasers,of the Certificates. The Official Notice of Sale, the Official Bid Form and the Notice of Intention may be so published or distributed with such changes therein not incon- sistent with this resolution as shall be approved by the officials of the City executing the Lease Agreement, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions thereof from the forms thereof before this meeting. SECTION 5. Official Statement. The Preliminary Official Statement is approved for distribution in connection with the offering and sale of the Certificates. The Mayor, EVELYN WELLS and any other City officer or official authorized by the Mayor are authorized to approve corrections and additions to the Preliminary Official Statement by supplement or amendment thereto, or otherwise as appropriate, provided that any such corrections or additions shall be necessary to cause the information contained therein to accurately and fully reflect all facts material to the Certificates. The Mayor, EVELYN WELLS and any other City officer or official authorized by the Mayor are authorized and directed to cause the Preliminary Official Statement to be -brought into the form of a final official statement (the "Official Statement ") and to execute said Official Statement dated as of the date of the sale of the Certificates, and a statement that the facts contained in the Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Certificates, true and correct in all material respects and that the Official Statement did not, on the date of sale of the Certificates, and does not, as of the date of delivery of the Certificates, contain any untrue statement of a material fact with respect to the City or omit to state material facts with respect to the City required to be stated where necessary to make ■ any statement made therein not misleading in the light of the circumstances under which it was made. Such officers are -3- authorized and directed to signing of the Official appropriate to verify the take such further Statement as are accuracy thereof. actions prior to the deemed necessary or SECTION 6. A cceptance of Bid The Mayor, EVELYN WELLS and any other City officer or official authorized by the Mayor are, in conjunction with an authorized officer of the other Participants, hereby delegated the authority to accept the best responsible bid for the purchase of the Certificates (to the extent allocable to the City), determined in accordance with the Official Notice of Sale. Any such officer is hereby authorized and directed to accept such bid, for and in the name of the City, by notice 'to the successful bidder. In the event two or more bids setting forth identical interest rates and premium, if any, are received, any such officer may exercise his own discretion and judgment in making the award and may award the Certificates (to the extent allocable to the City) on a pro rata basis in such denominations as he shall determine. Any such officer may, in his discretion, reject any and all bids and waive any irregularity or informality in any bid. The bid shall be awarded or all bids shall be rejected not later than 26 hours after the expiration of the time prescribed for the receipt of proposals unless such time of award is waived by the successful bidder. SECTION 7. Attestation and Seal The Clerk or the Deputy Clerk of the City Council is hereby authorized and directed to attest the signature of the authorized signatory, 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 Agreements. SECTION 8. Further Actions The Mayor, EVELYN WELLS and any other officer or official of the City authorize by the Mayor, are hereby authorized and directed to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the sale, execution and delivery of the Certificates by the Trustee and otherwise to carry out, give effect to and comply with the terms and intent of this resolution, the Certificates and the Agreements, including but not limited to, the execution and delivery of an arbitrage regulation agreement necessary to ensure that the Lease Payments do not constitute "arbitrage bonds" within the meaning of the Internal Revenue Code of 1986, as amended. Such actions heretofore taken by such officers are hereby ratified, confirmed and approved. SECTION 9. Se�vera�bility. The provisions of this Resolution are hereby declarer, to be separable, and if any section, phrase or provision shall for any reason be declared to be invalid, such declarations shall not affect the validity of the remainder of the sections, phrases or provisions. 0 -4- SECTION 10. Repeal of Conflicting Ordinances, Resolu- tions, Etc All ordinances, resolutions, orders or parts there- of, in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed. SECTION 11. Effective Date This Resolution shall take effect immediately upon its passage. PASSED AND ADOPTED this 1st day of August , 1989, by the following vote: AYES: COUNCILMEMBERS HEINE, HENNING, RICHARDS, WELLS NOES: NONE ABSENT: COUNCILMEMBER MORRIS .���^ lam(/ •�✓�'f EVELYN I , Mayor [SEAL] ' ATTEST: al_o� z ANDREA L. HOOPER CitY Clerk fl -5- CLERK'S CERTIFICATE I, A ndrea L. Hooper Clerk of the City of Lynwood, County of L Angeles , hereby certify as follows.: The following is a full, true and correct copy of a resolution duly adopted at a regular meeting of the City Council of said City duly and regularly and legally held at the regular meeting place thereof on August 1 , 1989, of which meeting all of the members of the City Council of said City had due notice and at which a quorum was present. I have carefully compared the same with the original minutes of said meeting on file and of record in the Clerk's office and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes. Said resolution rescinded since the date of full force and effect. Dated: August 4 , 1989 [SEAL] has not been amended, modified or its adoption, and the same is now in 0 I Clerk of the CITY OF LYN OOD COUNTY OF LOS ANGELES STATE OF CALIFORNIA i��