HomeMy Public PortalAbout2012.061 (04-03-12)RESOLUTION NO. 2012.061
A RESOLUTION APPROVING THE EXECUTION AND DELIVERY OF CALIFORNIA
COMMUNITIES TRANSPORTATION REVENUE (INSTALLMENT SALE)
CERTIFICATES OF PARTICIPATION, SERIES 2012C (T.R.I.P. — TOTAL ROAD
IMPROVEMENT PROGRAM) PURSUANT TO A TRUST AGREEMENT,
AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT,
CERTIFICATE PURCHASE AGREEMENT AND AN INSTALLMENT SALE
AGREEMENT, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT
IN CONNECTION WITH THE OFFERING AND SALE OF SUCH CERTIFICATES, AND
AUTHORIZING THE FILING OF A VALIDATION ACTION AND OTHER MATTERS
RELATING THERETO
WHEREAS, the California Statewide Communities Development Authority (the
"Authority ") is empowered to assist the City of Lynwood (the "City ") in financing certain
public capital improvements pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of
the Government Code of the State of California (the "Act ") and pursuant to that certain
Amended and Restated Joint Exercise of Powers Agreement among a number of
California cities, counties and special districts, including the City of Lynwood, dated
June 1, 1988;
WHEREAS, the legislative body (the "Legislative Body ") of the City has
determined that the design, acquisition and construction of certain roadway
improvements and street resurfacing, (as more fully described in the herein defined
Installment Sale Agreement, the "Project ") is necessary and proper for, and for the
common benefit of, the City, and under the terms of applicable law, the payment for
such Project may be made from motor vehicle fuel tax revenues received by the City
from the State of California, and deposited into the Gas Tax Fund, as defined in the
Installment Sale Agreement;
WHEREAS, in order to achieve a lower net interest cost and lower costs of
issuance in connection with financing the acquisition of the Project, the City has
determined to participate with certain other local agencies which are also members of
the Authority (collectively, the "Local Agencies ") in the California Communities Total
Road Improvement Program (TRIP) (the "Program ") established by the Authority to
finance street improvement projects, such as the Project;
WHEREAS, pursuant to the Program the Authority will acquire and construct the
Project for, and sell the Project to, the City, pursuant to an Installment Sale Agreement
by and between the City and the Authority, in the form presented to this meeting (with
such changes, insertions and omissions as are made pursuant to this Resolution, being
referred to herein as the "Installment Sale Agreement "),
WHEREAS, the City desires to authorize the execution and delivery of additional
Contracts, as defined in the Installment Sale Agreement, in the future from time to time
for the purpose of financing the design, acquisition and construction of additional
roadway improvements and street resurfacing, which are necessary and proper for, and
for the common benefit of, the City, the payment for which may be made from motor
vehicle fuel tax revenues received by the City from the State of California, and
deposited into the Gas Tax Fund;
WHEREAS, installment sale payments payable in connection with the
installment sale agreement of each local agency participating in the Program will be
combined, and Wells Fargo Bank, National Association, as trustee (the "Trustee "),
pursuant to a Trust Agreement, among the Authority, the Trustee and the Local
Agencies (such Trust Agreement, in the form presented to this meeting, with such
changes, insertions and omissions as are made pursuant to this Resolution, being
referred to herein as the "Trust Agreement "), will execute and deliver California
Communities Transportation Revenue (Installment Sale) Certificates of Participation,
Series 2012C (or such other subseries to be designated) (T.R.I.P. — Total Road
Improvement Program) (the "Certificates "), which evidence and represent proportionate
and undivided interests in such combined installment sale payments;
WHEREAS, the Authority may determine that securing the timely payment of the
principal and interest evidenced by the Certificates by obtaining a bond insurance policy
(a "Certificate Insurance Policy ") with respect thereto issued by a municipal bond insurer
(a "Certificate Insurer ") could be economically advantageous to the Local Agencies;
WHEREAS, E. J. De La Rosa & Co., Inc., or such other investment banking firm
as may be selected in the sole discretion of the Authority (the "Underwriter "), has
submitted to the Local Agencies and the Authority a proposed form of an agreement to
purchase the Certificates in the form of a Certificate Purchase Agreement (the
"Certificate Purchase Agreement ");
WHEREAS, a form of the Preliminary Official Statement (the "Preliminary
Official Statement ") to be distributed in connection with the public offering of the
Certificates has been prepared;
WHEREAS, the City is a member of the Authority and the Project is to be located
within the boundaries of the City;
WHEREAS, the improvement and reconstruction of the Project will provide
additional life and more efficient fuel consumption on the streets resulting in significant
public benefit;
WHEREAS, the City hereby finds that the financing of such public capital
improvements within the City will result in significant public benefits in the form of a safe
and reliable transportation network, demonstrable savings in effective interest rates, and
the more efficient delivery of City services to residential and commercial development;
WHEREAS, on this date, the City held a public hearing on the financing of such
public capital improvements within the City in accordance with Section 6586.5 of the
Act;
WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing
was published once at least five days prior to the hearing in a newspaper of general
circulation in the City of Lynwood; and
WHEREAS, all acts, conditions and things required by the 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 such 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 purpose, in the
manner and upon the terms herein provided;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES
HEREBY RESOLVE AND DETERMINE AS FOLLOWS:
Section 1. The foregoing recitals herein contained are true and correct and the
Legislative Body so finds.
Section 2. The Project is hereby approved. Any of the Authorized Officers
designated in Section 9 hereof (the "Authorized Officers ") are authorized to implement
the Project in accordance with the provisions of the Installment Sale Agreement and this
Resolution.
Section 3. The form of the Installment Sale Agreement, on file with the Clerk of
the Legislative Body, is hereby approved, and the Authorized Officers, are each hereby
authorized and directed, for and in the name and on behalf of the City, to execute and
deliver the Installment Sale Agreement in substantially said form, with such changes,
insertions and omissions therein as the Authorized Officer executing the same may
require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof; provided, however, that the aggregate amount of the principal
components of the installment sale payments shall not exceed $9,000,000, the true
interest cost applicable to the interest components of the installment payments shall not
exceed 7.00% per annum and the final principal installment due on the Installment
Agreement shall be no later than June 1, 2042. Pursuant to the terms of the Installment
Sale Agreement, the Legislative Body further authorizes the execution and delivery of
additional Contracts in the future from time to time for the purpose of financing the
design, acquisition and construction of additional roadway improvements and street
resurfacing, which are necessary and proper for, and for the common benefit of, the
City, the payment for which may be made from motor vehicle fuel tax revenues received
by the City from the State of California, and deposited into the Gas Tax Fund, and /or
Measure R Revenues.
Section 4. The form of Trust Agreement, on file with the Clerk of the Legislative
Body, is hereby approved, and the Authorized Officers, are each hereby authorized and
directed, for and in the name and on behalf of the City, to execute and deliver the Trust
Agreement in substantially said form, with such changes, insertions and omissions
therein as the Authorized Officer executing the same may require or approve, such
approval to be conclusively evidenced by the execution and delivery thereof. The
execution and delivery of the Certificates, on the terms and conditions set forth in, and
subject to the limitations specified in, the Trust Agreement and the Installment Sale
Agreement, is hereby authorized and approved. The Certificates shall be dated, shall
bear interest at the rates, shall mature on the dates, shall be subject to call and
redemption, shall be issued in the form and shall be as otherwise provided in the Trust
Agreement, as the same shall be completed.
Section 5. The form of Certificate Purchase Agreement, on file with the Clerk of
the Legislative Body, including the form of the Pricing Confirmation set forth as an
exhibit thereto (the "Pricing Confirmation ") is hereby approved, and the Authorized
Officers are each hereby authorized and directed, for and in the name and on behalf of
the City, to execute and deliver the Certificate Purchase Agreement in substantially said
form, with such changes therein as the Authorized Officer executing the same may
require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof; provided, however, that the underwriter's discount for the sale of the
Certificates shall not exceed 1.25% of the aggregate principal amount of the principal
components of the installment sale payments payable under the Installment Sale
Agreement. Delivery of an executed copy of the Pricing Confirmation by fax or telecopy
shall be deemed effective execution and delivery for all purposes.
Section 6. The form of Preliminary Official Statement, on file with the Clerk of
the Legislative Body, with such changes, insertions and omissions therein as may be
approved by an Authorized Officer, is hereby approved, and the use of the Preliminary
Official Statement in connection with the offering and sale of the Certificates is hereby
authorized and approved. Any one of the Authorized Officers is hereby authorized and
directed to provide the Underwriter with such information relating to the City as they
shall reasonably request for inclusion in the Preliminary Official Statement and Official
Statement. Upon inclusion of the information relating to the City therein, the Preliminary
Official Statement is, except for certain omissions permitted by Rule 15c2 -12 of the
Securities Exchange Act of 1934, as amended (the "Rule "), hereby deemed final within
the meaning of the Rule; provided that no representation is made as to the information
contained in the Preliminary Official Statement relating to the other Local Agencies or
any Certificate Insurer or Certificate Insurance Policy. If, at any time prior to the end of
the underwriting period, as defined in the Rule, any event occurs as a result of which
the information contained in the Preliminary Official Statement relating to the City might
include an untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading, the City shall promptly notify the Underwriter. The
Authority is hereby authorized and directed, at or after the time of the sale of the
Certificates, for and in the name and on behalf of the City, to execute a final Official
Statement in substantially the form of the Preliminary Official Statement presented to
this meeting, with such additions thereto or changes therein as the Authority may
approve, such approval to be conclusively evidenced by the execution and delivery
thereof.
Section 7. The Authority is hereby authorized to apply for a Certificate
Insurance Policy for the Certificates and to obtain such insurance if the present value
cost of such insurance is less than the present value of the estimated interest savings
with respect to the Certificates.
Section 8. The form of Installment Sale Agreement provides that Measure R
Revenues, as a category of Other Available Revenues, as those terms are respectively
defined in the Installment Sale Agreement, may be used to make 2012 Installment Sale
Payments. Prior to the execution and delivery of the Installment Sale Agreement, the
Authorized Officers, in consultation with the City's Financial Advisor for the Program,
shall determine if significant interest rate savings could be achieved through a formal
pledge of Measure R Revenues to the payment of 2012 Installment Sale Payments; and
if so determined, the Installment Sale Agreement may be amended to reflect such
pledge, subject to any then outstanding commitment or pledge of Measure R Revenues,
such amendment to be conclusively evidenced by the execution and delivery of the
Installment Sale Agreement.
Section 9. The Authorized Officers are, and each of them is, authorized and
directed, for and in the name of the City, to instruct Orrick, Herrington & Sutcliffe LLP,
as special counsel to the Program to bring a validation action under Section 860 of the
California Code of Civil Procedure to determine the legality and validity of the
Installment Sale Agreement, the Trust Agreement, the Certificates and the other
documents and proceedings authorized pursuant to this Resolution and to execute and
return the fee agreement for such services on file with the Clerk.
Section 10. The Authorized Officer designated below and any and all other
officers, agents and employees of the City are hereby authorized and directed to take
any and all actions and execute and deliver any and all documents necessary or
convenient to accomplish the purposes of this Resolution.
Authorized Officers:
TITLE
(1) Mayor
(2) City Manager
(3) Assistant City Manager
Section 11. All actions heretofore taken by the officers, employees and agents
of the City with respect to the transactions set forth above are hereby approved,
confirmed and ratified.
Section 12. This Resolution shall be in full force and effect upon its adoption.
PASSED, APPROVED and ADOPTED this 3 d day of April, 2012.
im Morton, r
ATTEST:
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APPROVED AS TO FORM:
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Fred Galante, City Attorney
APPROVED AS TO CONTENT:
Robert S. To ssistant
City Mana er
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the
foregoing Resolution was passed and adopted by the City Council of the City of
Lynwood at a regular meeting held on the 3 I day of April, 2012.
AYES: COUNCIL MEMBERS RODRIGUEZ, SANTILLAN-BEAS, ALATORRE
AND MORTON
NOES: NONE
ABSENT: COUNCIL MEMBER CASTRO
ABSTAIN: NONE
— Mkria - duinonez, Ch Clerk'
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City
Council of said City, do hereby certify that the above foregoing is a full, true and correct
copy of Resolution No. 2012.061 on file in my office and that said Resolution was
adopted on the date and by the vote therein stated. Dated this 3 ` day of April, 2012.
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