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.
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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
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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.
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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
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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
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